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No one said it would be easy to run the legal department of a big company — but the trying experiences of 2001 surpassed everyone’s imagination. Mass layoffs, a troubled economy and the uncertainty of doing business after Sept. 11 made for an exceptionally challenging time. We asked four rookie GCs to reflect back on the year.

Gary Doernhoefer — Orbitz.com GC of Chicago-based Internet travel site since September 2000. Year in a nutshell: I’ve gone through birth, growth, downturn and life again. It’s like watching your children grow. First shock: Inheriting a business plan by outside consultants that didn’t make any sense … then starting from scratch. High point: When I started the job at Orbitz, I was employee No. 30; now I’m No. 160. We also made a successful launch and achieved sustained revenues. Low point: We were pumped up about our future — then came Sept. 11. We had one million registered users, then an abrupt halt — no one was using our site. We’re funded by five major airlines [American, Continental, Delta, Northwest and United], so when they hurt, we hurt. I also came over from American Airlines, so I know people personally who were affected. What’s next? Our site has picked up again — but it’s nowhere near the volume we once had. If there’s one bright spot, it’s that we’re low-cost providers to airlines — so they have incentive to sell seats through us. Because we don’t charge as much [as other Web sites], we might get back [revenue] faster than others. What he’d do differently: I’d spend more money up front to focus on the long-term structure of the legal department — like coordinating intellectual property programs, creating form files, etc.: All the things that a mature legal department should have. But [instead,] I spent six months of intensive work in [Washington,] D.C. on the regulatory front, then turned my attention to running a corporate department.

Andrew Rackear — Amersham Biosciences Corp. GC and president of Piscataway, N.J.-based biotech company since November 2000. Year in a nutshell: Very hectic. First shock: For someone who majored in Chinese history in college, it was a challenge to learn about biotechnology. But the best thing about working in biotech is that you work with very smart people — some of whom are very good at explaining the science to a layman. I also learned by being involved in the business plan. But being a lawyer in any field draws on the same basic legal skills — it’s no different being a lawyer for a company that sells consumer products than one that’s developing a chromatography system [for the production of biopharmaceuticals]. High point: Becoming part of the senior management team and building a first-rate international law department. We now have three lawyers in North America, two in the U.K., two in Sweden. It’s also fun to be involved in a business that’s changing so rapidly. For instance, we make instruments that sequence the human genome, which has enormous potential for diagnosing and treating diseases. We’re also involved in proteomics [a field centered around the study of the protein content in cells] that aids in the development of drugs. The work is truly cutting-edge. Low point: We were supposed to do our IPO in 2000, but that didn’t happen because the market deteriorated. People were disappointed, but everyone understood that the market had changed. The good thing is that we’re not a startup; we’re part of a much more substantial corporation [Parent is U.K.-based Amersham plc.], so it [the IPO issue] didn’t affect us that much. What’s next? The legal group probably has the right amount of staffing for now. We’re a service group, so how we grow depends on the direction of the company. We don’t have the critical mass to do deals or litigation in-house, so we will continue to send those matters out. But we try to do as much legal work internally as we can. My priority is to avoid litigation. In the time I’ve been here, we haven’t had a single commercial litigation outside of the patent field. In the biotech area, there’s always a need to be vigilant about your IP [intellectual property]. What he’d do differently: I wish we had been more involved in pro bono work. It’s something that corporate departments don’t usually do. But especially now, I feel it’s important. Probably one of the most meaningful things I’ve done here was to set up a fund to help people in central New Jersey [a commuter area hit hard by the World Trade Center devastation].

William Rosoff — Marsh & McLennan Companies Inc. GC and senior vice president of the New York professional services firm since October 2000. Year in a nutshell: Challenging, interesting, exciting. Not what I expected. Before M&M, I was at RJR [RJR Nabisco Inc.], which was a very different company. At RJR, there was crisis after crisis. This job was supposed to be smoother sailing — but that was before Sept. 11. First shock: When I started, I knew nothing about insurance. We also have a lot of other, different businesses [consulting and investment management]. Luckily, a lot of people here know what they’re doing. High point: I felt lucky when I started the job, and I still feel lucky. I’ve been delighted with the high quality of the legal work here. I walked into it — it’s nothing I can take credit for. How you fit in is probably the toughest and riskiest factor when you take a new job. In some ways, I feel I’ve been here longer than a year, which is good, because I’d like to think I’ve earned the trust of the people in the company — management and others. Low point: Dealing with the loss of 300 [out of 1,800] colleagues at the World Trade Center. Because of my new HR responsibilities, I’ve been in the middle of it all — dealing with family and employees … . Nothing in my background or anybody else’s prepares you for this. For a three-week period, I did nothing but work on that issue. But it’s not over by any means. What’s next? The [insurance industry] is a fascinating business. It’s also undergoing a lot of stress; it’s a tough insurance market out there. We advise on risk; and all of a sudden, the world is focusing on risk, security and management. [As for the department,] I don’t foresee any drastic changes. We do what we can in-house. As for outside counsel, I haven’t tried to get any concessions from them. I don’t beat them up by asking them to cut fees. But if we use them a lot, we’ll ask for a better rate — it’s all part of doing business. What he’d do differently: I don’t know how to answer that yet: It’s too close to say. But that doesn’t mean I’ve done things perfectly or that I wouldn’t do things differently. I’m still learning.

Charles Wall — Philip Morris Companies Inc. GC and senior vice president of the New York tobacco and food giant since February 2000. Year in a nutshell: Challenging — but with enormous opportunities. First shock: I don’t think anyone is prepared to be the GC of a large corporation. I worked closely with Murray Bring, the former GC — but doing is different from watching. As lawyers, we’re used to solving legal problems, but as GC, you have to be a manager, set budgets, set financial goals, work on developing careers. High point: The Nabisco IPO and the acquisition of Kraft Foods. And the restructuring of the department has been beneficial. We also launched new initiatives — focusing on diversity in our department and our outside firms and making career development plans for our staff. Those things were done before, but not to the extent we’re doing them now. Low point: When Philip Morris Inc. was hit with the $74 million verdict in the Engle case [a class action suit involving residents of Florida], and the $3 billion verdict in the Boeken case [a California case involving a sick smoker]. Those verdicts were significant setbacks, and we’re appealing both cases. As for the outcome, time will tell. The company is prepared to litigate the tobacco cases … though we hope the issues will be resolved in one way or another in our society. What’s next? The department will grow if the company grows — but probably not by much. Technology gives you so much flexibility that fewer people can do more. We’ve done a good job of keeping costs down. We have to use outside firms for [tobacco] litigation. We’re not going to do that [in-house], and we never will. We’ve been pleased with outside [litigation] counsel — Winston & Strawn; Arnold & Porter; Dechert; Hunton & Williams; Shook Hardy; and Goodwin Procter. We work with 10 to 15 outside counsel, and they’ve been amenable to working with us [on the bills] … they know it’s to their advantage, too. As for layoffs, we don’t expect any. Even in this economy, consumer companies — we’re in food, beer, tobacco — tend to be stable. The U.S. is still the largest tobacco market after China, so our focus is both domestic and international. But it’s not just about the sale of cigarettes, but also the big responsibility [involved] in the sale of cigarettes. What he’d do differently: I might spend more time talking with other GCs about their roles and insights. I didn’t do that. I stepped right into the role. But I would encourage others to do so.

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