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As the general counsel and executive vice president for a company with revenues approaching $2.6 billion Roger Thomson’s career is cookin’ at Dallas-based Brinker International Inc. The restaurant corporation owns Chili’s Grill & Bar, Corner Bakery, Romano’s Macaroni Grill and eatZi’s Market & Bakery. His recipe for success? Relying on the company’s quality ingredients. “Basically I assume that everybody in the legal department is professional and is doing what they need to be doing and are smart enough to ask when they don’t understand something,” he says. “I have two or three things that they can’t do without my OK. But other than that, I tell them to use their best discretion and go with it.” Generally, Brinker, which has 1,100 restaurants in 47 states and 20 countries, assigns each eatery a three-person legal team — a lawyer, paralegal and administrative assistant — to work with that restaurant’s executives. “So the lawyer who does the Chili’s work … will work very closely with the entire management team for Chili’s,” Thomson says. But the system Thomson has created does not give executives on the concept team — in the restaurant industry, each eatery is referred to as a concept — unfettered power over the lawyers. Thomson learned the hard way that too many of these chefs can spoil the soup. For example, he explains that when the bonus of the real estate department head depends on the number of new restaurants opened, that person doesn’t care if a city has an easement running through the property, he just wants the lawyer’s stamp of approval on the deal. “The concept guys can’t put pressure on the lawyers,” he says. “They can’t say, for example, ‘If you don’t approve this deal, I’m going to fire you,’ because the attorney can say, ‘You can’t fire me. Thomson’s the only guy who can fire me.’ “ There are 37 people in the legal department at Brinker, seven attorneys including Thomson and 30 nonlawyers. The home office houses about 1,000 employees; in the field there are 90,000 more. Assistant general counsel Jay Tobin manages most of the day-to-day legal work that arises in the legal department, but all the attorneys report to Thomson. Jackson Walker partner Susan Sandidge has worked with Thomson as outside counsel since he began his in-house career in the 1970s at S&A Restaurant Corp. in Dallas. “He does a good job delegating,” she says. “But not a day goes by that he doesn’t have the pulse of what’s going on in the law department there.” When it comes to outsourcing, Jackson Walker in Dallas is the primary firm Brinker depends on, Thomson says, noting that he used Cohan, Simpson, Cowlishaw & Wulff for the last 20 or 25 years until it merged with Jackson Walker a few months ago. Some of the legal work he sends the firm includes personal injury and Equal Employment Opportunity Commission litigation. “We’ll get slip-and-fall lawsuits, or foreign object in the food [claims],” he says. On the morning of this interview, Thomson says he made a phone call to Jackson Walker to make sure he understood a human resources issue that involved a statutory change. “If I have a question I want to bounce off of somebody, I can bounce things off of them,” he says. Sandidge primarily handles commercial litigation and franchise disputes for Brinker. “Usually when he calls, he’s already worked his way through a problem, and you’re only asked to resolve one portion of the problem that might have been larger at the onset,” she says. “You can either handle a major piece of litigation for him, or he may call and say, ‘Here’s the deal, give me what your feeling is now because I’ve got to go off to a meeting.’ He has incredible business acumen, so he doesn’t come from just a legal background.” Thomson has to have faith in the lawyers he works with, outside and inside Brinker, because 75 percent of his time is spent dealing with company managerial issues. Brinker owns a campus of four buildings on the southwest corner of the Lyndon Baines Johnson Freeway, and as chief administrative officer, part of Thomson’s job is to see to it that business on the campus runs smoothly. He’s the go-to person for everything from maintenance to questions about parking. And he’s in charge of working with the subtenants that occupy space in one of the buildings. When he’s doing the legal work, it’s typically acquisitions, Securities & Exchange Commission work and personnel issues, he says. And the personnel issues tend to be more high-level, such as issues involving executives. As executive vice president, he works daily with the rest of the executive team, providing updates on potential pitfalls with acquisitions and weighing in if somebody isn’t sure how to close a deal. He can’t describe his typical day because he doesn’t have one. But every day begins at 6 or 7 a.m. He’s a morning person, so that’s when he’s at his best, he says. “The problem with that is the CEO and CFO are afternoon people, and they’re ready to work right at the time I’m ready to go take a nap,” he says. “At about 4 p.m., Ron [McDougall] comes up and says, ‘We’re looking at this and this and this,’ and I’m thinking ‘Oh, can we do this in the morning?’ “ Most days Thomson goes to one of the company’s restaurants and eats for free since he’s an officer. But sometimes he just gets a sandwich from the company-owned Corner Bakery Caf� and eats at his desk. GETTING GUIDANCE Growing up in Minnesota, Thomson saw himself becoming a lawyer like Perry Mason. He didn’t dream of being a corporate attorney. His father, formerly a chemical engineer and executive with 3M, sat down and mapped out a different career path for each of his four children. But Roger was the only one to heed his father’s advice. After Thomson earned his bachelor’s degree from Miami University in Ohio, he knew two things for sure: He wanted to be a lawyer, and he wanted to get out of the Midwest. So in 1971, with the help of his brother, Andy, he packed up his yellow Ford Torino and moved to Dallas to attend Southern Methodist University Dedman School of Law. After graduating, he entered private practice doing general corporate work for Smith, Rachal, Schutze, Sanderson & Boudreaux in Dallas. He stayed with the firm until 1978. At first, Thomson liked the job at Smith Rachal, but after a while he grew dissatisfied and disliked being measured by billable hours. It was time for a change. A good friend whose office wasn’t far from his stopped by for lunch one day. His friend had just applied for a job as general counsel for S&A Restaurant Corp. but didn’t want the job. He suggested Thomson take a look at it. “Even though the conventional wisdom at the time was that if you were an in-house lawyer it meant you couldn’t make it on the outside, I just had a gut feeling that it could be challenging,” Thomson says. So in 1978, he went to S&A and began his first in-house job doing corporate and public utility work. He eventually became executive vice president and secretary as well as general counsel at S&A. It wasn’t until 1988 that things changed again. The British company Grand Metropolitan acquired Pillsbury Co., which owned S&A and Burger King Corp. as wholly owned subsidiaries. When the corporate ownership changed hands, Thomson stayed on as general counsel for Burger King. That meant moving to Miami, Fla., but that was OK because Thomson says he was “fat and happy” in a challenging job that allowed him to spend more time doing franchising work and litigation. In 1993, Brinker came calling, enticing him to leave the Home of the Whopper. The former executive vice president of Brinker, Lane Cardwell, contacted Thomson to see if he’d be interested in coming back to the Lone Star State to work as general counsel. Thomson knew a lot of the people at Brinker from his days at S&A, including founder Norman Brinker and CEO Ron McDougall, so he decided to go for it. The transition was easy, he says. “Being able to work with Ron and Norman again was too tempting,” he says, and the chance to return to Dallas sweetened the deal. Thomson has earned McDougall’s respect working at the helm of Brinker’s legal department. “Roger and his legal team do a great job of resolving the myriad of legal issues that come up in a company our size,” McDougall says. “Knowing that they are on top of the situation allows our senior executive team to concentrate on driving our restaurant concepts to leadership positions in their respective categories.” Thomson says the best way to run a corporate legal department is to be brutally honest and able to come up with answers. “I always try to have alternative solutions because the last thing the officers of this company want is a lawyer to say, ‘Oh, we have all these problems. It’s never going to work,’ ” he says. “ What they want to hear are ways to [achieve] their goals. And inevitably there is more than one way.”

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