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It’s been a roller-coaster ride for Randy Miller at Boston Market. Now he’s the company’s general counsel. But he was appointed to that position by the very people with whom he negotiated McDonald’s Corporation’s acquisition of Boston Market in May 2000. “I was concerned that my zealous representing of my client would put me out of work when the deal closed,” he says, only half-jokingly. J. Randal Miller has been with Boston Market since 1993, during the company’s heady early days. He’s been through its great nationwide expansion, then its deep contraction, crash into bankruptcy in 1998, sell-off, and now reorganization and revitalization. “I feel like I’ve seen it all here,” he says. “It’d be a good book if I didn’t have ethical issues.” Even without violating attorney-client privilege, the story Miller has to tell is a good one. A mere five months after Boston Market had what had been, by November 1993, the country’s biggest IPO, Miller left his job as a seventh-year associate on the partnership track at Chicago’s Rudnick & Wolfe to join the company. It was such an exciting opportunity that Miller, a native Chicagoan, soon agreed to relocate along with Boston Market from the Chicago area to Denver. Financially, the deal was promising; Miller received stock options (although he declines to say how many). And “everybody was enthusiastic,” he says. “We were moving to a beautiful community. The company was opening almost a restaurant a day.” The third lawyer hired in-house, Miller’s mission was to help finish building the company’s unusual franchising structure, in which different operators were given a region of the country to develop Boston Market restaurants; Boston Market itself lent those area developers the capital they needed. “Typically, a traditional franchise company grants smaller areas of responsibility to a franchisee,” says Miller. “The fact that we loaned money to those developers also was unusual.” It was just that unique financial arrangement that may have led to the company’s woes. “A lot of people have been critical about that structure and believe it contributed [to them],” says Miller, who had the task of unraveling everything he’d been asked to put in place. “I was very challenged,” he says. Observers also blame Boston Market’s failure on a variety of factors, including labor costs. Because a lot of preparation goes into serving fresh food, and it takes time to put together individual platters with a variety of such side dishes as mashed potatoes and string beans, some believe that Boston Market was — and may remain — labor-inefficient for its price category. Nevertheless, Miller has stuck with the company. He never did cash in those bonuses before the stock tanked. But Boston Market did implement a retention bonus plan. Also, as the attorney with the longest tenure, Miller says, “I felt responsibility to the employees not to leave because I wasn’t sure people would understand how it was all pieced together.” Then, he was challenged by the bankruptcy process. Dealing with hundreds of unhappy creditors was no picnic, Miller admits. Now he gets to see bankruptcy from the other side: Boston Market is a creditor to one of its former franchisees. At its height, Boston Market had some 10 lawyers on staff. Now it’s down to two again — if you don’t count chief executive officer Jeffrey Kindler. For now, Miller is a general counsel working for a CEO who is himself a general counsel. Kindler runs the McDonald’s legal department, as well as its safety, worldwide communications, government relations, and public and community affairs departments. Miller says that having a lawyer-CEO makes it easier to explain issues, but adds that Kindler “is really functioning here as a business person, not a lawyer.” Boston Market does rely heavily on the McDonald’s in-house legal team to close real estate deals. That makes a lot of sense. After all, McDonald’s is the largest real estate company in the nation. In fact, there are some who believe that Boston Market’s real estate was the only reason McDonald’s wanted the ailing restaurant chain. Howard Penney, a restaurant analyst at Morgan Stanley Dean Witter, says, “I always thought it was a real estate play, and still do. [McDonald's] bought it to get control of the sites to use it for other things. A big company like McDonald’s needs a lot of real estate. It makes all the sense in the world.” Kindler says: “When we first considered acquiring Boston Market last year, we were focused on the real estate opportunity. But the more we learned about the brand, the strong consumer acceptance that it enjoys, and the solid fundamentals of the business, the more we liked Boston Market as a brand. We have always intended to convert a certain number of sites to McDonald’s and our other brands. That process is under way and will continue over the next year. But we will continue to operate a significant majority of the restaurants as Boston Markets, and we will develop and grow the Boston Market brand.” Certainly the feeling at Boston Market these days is more startup than cleanup. Says Miller: “When I came on board, you could feel the energy in the building. We have gotten that back now.”

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