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In-House Counsel Jack A. VanWoerkom, Staples Inc. TITLE: Senior vice president, general counsel and secretary AGE: 46 THE COMPANY: Incorporated in 1986 and based in Framingham, Mass., Staples is a retailer of office supplies, furniture and technology for home offices, small businesses and corporate behemoths in the United States, Canada, the United Kingdom, Germany, the Netherlands and Portugal. The company is on track to register nearly $11 billion in sales this year, up 50 percent from just two years ago. BUILD AND BUY: The company’s growth is driven by the drastic increase in number of stores — this year a new Staples store will open every day and a half — and corporate acquisitions. In 1999, soon after VanWoerkom came on board, Staples paid $100 million for a chain of office-supply stores in Germany, the Netherlands and Portugal. “The principal deal was cut by [Staples Vice Chairman] Joe Vassalluzzo, my boss, before I started here — what we were buying, what the price would be — but all the fundamental terms of the deal still had to be done, and I took it from there to the final contract,” says VanWoerkom, who flew to Germany for face-to-face talks with the seller’s lawyers. Also working for Staples on the deal were lawyers from Baker & McKenzie, led by the firm’s Frankfurt-based Matthias Jaletzke. LEGAL DEPARTMENT: Twelve lawyers, 22 people total. The largest contingent of attorneys — seven — is devoted to real estate: All of the company’s 1,200 store sites are leased, and the leases, including those for each of the 175 to 200 new stores opening this year, are all handled in-house. (This gave the company the flexibility to shrink quickly the size of its U.K. superstores after customers expressed a cultural disinclination to the big stores Americans seem to crave.) Two other lawyers handle employment issues, including all employee complaints heard by state labor agencies (complaints that spawn lawsuits go to outside counsel). One lawyer handles corporate and securities issues, another supervises corporate litigation (the company’s most recent filing with the Securities and Exchange Commission reports that Staples “is not a party to any material legal proceedings”), and another oversees marketing and advertising issues. VanWoerkom handles issues of corporate governance and board meetings, and he gets closely involved in deal-making. PAPER, COMPUTERS AND LAWYERS:Staples’ motto — “Yeah, we’ve got that” — is fast becoming too limiting, as the company expands its service offerings, largely by dot-com partnerships. Web customers can click through Staples.com to do business with, among others, PrePaid Legal Services and TaxLogic, an online tax-preparation service. The dot-com work is spread among four of the legal department’s lawyers, including VanWoerkom, who each spend somewhere between 20 percent and 80 percent of their time on Web work. (Staples.com went from nonexistent 18 months ago to $75 million in sales in the first quarter of 2000.) Legal work involves branding issues, domain names, privacy concerns, the many co-marketing agreements Staples has reached with other businesses interested in accessing the company’s customers, and Staples’ own investments in six other Internet businesses. “We’ve done several of [the Web co-marketing] deals now. I did the first few myself, but now we’ve gotten the rest of the department involved,” VanWoerkom says. “We can’t go to the form file for any of this. I’m still heavily involved, and for a deal where we feel we’re breaking new ground, I’ll be very heavily involved and probably do it myself.” He’s proud of his department’s accomplishments in this arena, but he admits that his unit may need to grow. “[L]ooking forward, I don’t know how long we can continue to absorb all that work without adding more bodies.” OUTSIDE COUNSEL: For securities work, it’s mostly Boston’s Hale and Dorr, VanWoerkom’s former firm (although the choice preceded his arrival). “We’ve been very active in the markets in the last couple years. Hale and Dorr was a great help in our tracking stock [issued for Staples.com].” Rogers & Wells handles any antitrust issues that arise, of which there are none now. Litigation involving any of the company’s 50,000 full- and part-time workers goes to Jackson Lewis Schnitzler & Krupman, which at any given time has a score of Staples cases. In California, where the state’s private attorney-general class action statute generates a disproportionate share of the company’s litigation, Staples retains San Francisco’s Phillips and Erlewine, whose name partner David C. Phillips is a longtime professional acquaintance of VanWoerkom’s. ROUTE TO THE TOP: Before joining Staples in March 1999, VanWoerkom held the top legal posts in each of four different businesses — and often combined that with top business-side jobs as well. After getting his J.D. in 1978 from Boston University School of Law, VanWoerkom joined Hale and Dorr, where he practiced corporate, partnership, securities and real estate finance law. In 1985 he moved to Boston’s Winthrop Financial Associates, which managed $6 billion worth of real estate investments; in his eight years there, he was promoted from general counsel to chief operating officer to vice chairman of the company before being dispatched to open the firm’s Hong Kong office. Then came a stint as chief legal counsel, vice president of development and managing director of the European division of A.W. Chesterton Co., which makes and sells industrial sealing devices and pumps from its headquarters in Stoneham, Mass. Next came a year as general counsel for Boston-based Teradyne Inc., which makes silicon-chip testing equipment for the electronics and telecommunications industries. Then came Staples, to which he was recruited by a headhunter who got his name via Staples’ longtime outside counsel at Hale and Dorr, partner Mark G. Borden. ‘NO’ ON THE INTERNET TAX MORATORIUM:Staples opposes the proposed tax moratorium on the Internet, which has passed the House but not the Senate. “Headlines say the law means that there will be no taxes on the Internet, when in fact ‘bricks-and-clicks’ are still required to charge sales tax if we have a physical presence in a state — like a store — and then sell over the Internet into that state. But [a pure dot-com] that sells in that same state doesn’t have to pay the sales tax. The Internet moratorium statute freezes that inequity in place.” Staples has retained Washington, D.C.’s Verner, Liipfert, Bernhard, McPherson and Hand Chartered — where former Senate Majority Leader George J. Mitchell, a member of Staples’ board of directors, is a partner — to represent it before Congress on the issue. Additionally, Staples CEO Thomas G. Stemberg is visiting members of Congress, VanWoerkom spoke on the topic at a Bureau of National Affairs tax conference, and the president of Staples.com testified on the issue before the House Ways and Means Committee. FAMILY: Married to securities and patent litigator Barbara L. Moore, a partner at Edwards & Angell. They have a daughter, Carolyn, who is 13. LAST BOOKS READ: “Angle of Repose,” by Wallace Stegner, which Modern Library recently called one of the 100 best novels of the 20th century, and “Joe,” by Larry Brown.

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