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Stanley Stroup is the quiet, Midwestern banking lawyer who displaced San Francisco Bay Area legal community darling Guy Rounsaville when his bank, Norwest Corp., merged with Wells Fargo three years ago. If Rounsaville — widely praised for pioneering California’s Minority Counsel Program — is high-profile, Stroup is private and understated. Stroup’s legal team boasts of how he listens — and doesn’t dominate — during meetings. They point out that he moved his office out of Wells Fargo’s Montgomery Street headquarters in San Francisco to 633 Folsom St., also in the city, so he could be amidst his legal team. His corner office is on the seventh floor of the building, which sits a few blocks south of Market Street and next door to a discount furniture warehouse. They tell of how he parses the words of the litigation group’s major briefs, working alongside the group’s seven lawyers to mold strategy and pen many of the documents. Stroup has been an in-house lawyer at a bank for more than 30 years; it’s the only legal setting he’s ever worked in. He was raised in the cornfields of DeKalb, Ill., where his father taught physical education at Northern Illinois University, and educated at the University of Illinois at Urbana-Champaign. After earning his law degree from the University of Michigan Law School in 1969, he worked as an attorney with the First National Bank of Chicago and served stints as assistant general counsel, vice president and commercial banking group head. In 1980, he became the chief legal counsel of the Bank of California in San Francisco, only to head back to Minnesota to become the general counsel of Norwest in 1984. When Norwest merged with Wells Fargo in 1998, Stroup was charged with managing and integrating a team of 100 lawyers — half from Norwest and half from Wells Fargo — spread across seven states. Norwest’s Dick Kovacevich and Les Biller were made chief executive officer and chief operating officer, respectively, of the merged bank. Wells Fargo CEO Paul Hazen stayed on as chairman, and Chief Financial Officer Rod Jacobs kept his position, but both men have since retired. The lion’s share of the merged company’s 122 lawyers are concentrated in either San Francisco or Minneapolis. Stroup’s two deputy general counsel — Marci Rubin in the San Francisco office and David Garfield in the Minneapolis office — came from Wells Fargo and Norwest respectively. The bulk of the company’s corporate secretary activities — securities, mergers and acquisitions, and management of the roughly 100 smaller companies in the Wells Fargo family — are now done out of the Minneapolis office. Rounsaville and two of his deputies, Dennis Gibbons and Richard LaPorte, left Wells Fargo after the merger, but the other lawyers who served under them all still work for Stroup. Stroup selected an equal mix of Norwest and Wells Fargo lawyers to head the bank’s 10 major practice areas; he says the commercial lending and loan work-out groups are the largest. “It seems he’s tried to keep people in place and recognize the talents of people in both organizations,” said J. Michael Shepard, the former Brobeck, Phleger & Harrison partner who helped craft the merger and who is now GC of Bank of New York. Marci Rubin, who joined Wells Fargo 23 years ago and is now a deputy GC, credits Stroup for structuring the newly merged department according to Wells Fargo’s model of specialty-specific practice groups. Norwest’s legal department had been clustered in groups corresponding to their scattered, geographic locations. “It was the key to successful integration,” said Rubin, who heads the commercial credit group. “We were put into positions where we had to work together.” Litigation group head R. Stewart Baird Jr. describes Stroup as having “no ego needs,” and says he’s quick to jump into the trenches with the rest of the lawyers. When Wells Fargo had to defend itself against a large securities case in Texas last year, Stroup wrote most of the briefs, and drafted and administered the settlement agreement himself. “He astounds outside counsel and inside counsel with his personal editing of briefs,” Baird said. But Rubin said Stroup can be methodical and calculating almost to a fault: “There are many of us who think he doesn’t act quickly enough,” Rubin said. “But then again, that’s my job: I press.” Rounsaville, who left Wells Fargo to work for Allen Matkins Leck Gamble & Mallory and is now GC of Visa International, praises Stroup for his thoughtfulness. “He’s not a knee-jerk reactionary,” said Rounsaville, who considers Stroup a friend. Rounsaville says he speaks to Stroup monthly and that their conversations center on legal issues in the banking world and on golf, particularly Stroup’s golf handicap. “I tell him I’ve got the secret,” jokes Rounsaville. While losing the job to Stroup wasn’t easy at first, Rounsaville says in retrospect it makes sense that Norwest CEO Kovacevich would choose his own GC to head the merged bank’s legal department. Stroup knows that people are watching to see how well he’ll fill Rounsaville’s shoes, especially with respect to his predecessor’s pet program: the California Minority Counsel Program, which was hatched by Rounsaville and the Bar Association of San Francisco in the Wells Fargo headquarters office in 1980. “I could not be what he was, though certainly I share his passion for diversity,” Stroup said. He said he has “goals, not quotas” for diversity in his department, and that he tries to have minority candidates for every position that is open. Of the 122 lawyers in his department, 14 percent are ethnic minorities, and 48 percent are women. Stroup said he also looks at the hiring practices of outside firms when deciding whom to give work to, and that he’s scratched firms off his list when he didn’t like what he saw. “We don’t tell them why; we just don’t send them the work,” he said, steadfastly declining to name the firms. Stroup said his philosophy is to create an in-house lawyer position if there is enough of a particular type of work to justify it. He said he hires outside firms when there are periods of high volume, or when a matter requires arcane legal knowledge or representation in remote states like Montana and Wyoming. The local firms he uses include Brobeck; Heller Ehrman White & McAuliffe; Sheppard, Mullin, Richter & Hampton; and Severson & Werson. The Wells Fargo Minneapolis office uses the Minneapolis firm Faegre & Benson as its primary outside counsel. John Jin Lee, head of the department’s consumer credit and e-commerce area, said Stroup gives his department heads discretion to use the firms of their choosing. “He’s been very deferential to those of us who report to him, provided that key things are being adhered to,” said Lee, a 24-year veteran of the Wells Fargo legal team. “He allows each manager to use their particular style.”

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