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IN HOUSE COUNSEL: Deborah Fox TITLE: Group vice president and general counsel AGE: 43 THE COMPANY: Fairfax, Va.-based BTG Inc. began in 1982 with 15 employees as a company providing computer and technical assistance for defense and intelligence information systems. Today, with more than 1,600 employees in 19 offices nationwide, the company provides a wide range of services related to computers and technology, from software development to consulting and technical support, for the military, civilian agencies and other organizations. Its clients include the U.S. Army, the Office of Naval Intelligence and the National Security Agency. According to Fox, about 83 percent of the company’s work is for the federal government. ROUTE TO THE TOP: Sixteen years ago, when the company was in its infancy, Fox did general corporate and mergers-and-acquisitions work for BTG while at Washington, D.C.’s Dunnells, Duvall, Bennett & Porter, which has since merged into Holland & Knight. But in 1989, she became pregnant with her second child and wanted to work part-time. “At the time, BTG didn’t need a full-time general counsel, so I went to work for them,” says Fox. This turned into a long-term gig. She became the full-time general counsel in 1994, and soon after, she helped take the company public. EDUCATION: A cum laude graduate of Bryn Mawr, she received her J.D. from Columbia in 1982 and an L.L.M. in tax from Georgetown University in 1986. THE DEPARTMENT: The legal department consists of Fox, two other lawyers and one legal assistant. They deal with human resources disputes, tax and contracts, M&A work, securities and the supervision of litigation. The department is also very tight-knit. “I try to expand the capabilities of the other two lawyers,” says Fox. “Specifically, I do their reviews, advise them on educational possibilities and opportunities for growth.” HER ROLE: As the chief legal adviser, she sees her primary responsibilities as protecting the company from any potential legal problem and advising executives on the relative risks of investments and contracts. In order to minimize legal costs, Fox is the only lawyer who works on a deal until the company is certain a deal will go through. “In the initial stages, I will draft and negotiate, often with the other party’s in-house counsel, but we don’t engage outside counsel until we’re going to go through,” says Fox. She also reviews tax issues and contracts, although the company does have a separate department that does government contracting. Again, outside counsel is used only when there is a particularly large lease. EMPLOYMENT ISSUES: In her capacity as the company’s chief ethics officer, Fox also spends much of her time advising the human resources department on how best to create an employee-friendly environment. “About two years ago, I was appointed to report to the board of directors on BTG ethics and compliance program,” says Fox. Her duties as chief ethics officer include overseeing the way the company trains its employees on various regulations, including government contracting and rules against harassment. She also implemented a nationwide program and created a booklet on compliance, and she travels around the country training company employees. “This program is somewhat suggested by the federal Sentencing Guidelines, so even if you do have a problem, if you attempt to keep people within the law, you’re met with fewer problems,” she says. A hotline is also in place for employees to report problems and complaints, and she investigates these complaints. She says that she has been successful in reducing employee complaints, adding that there are no employment-related lawsuits pending against the company. LITIGATION: BTG recently was involved in two business-related lawsuits. In one case, filed by the company on July 19, 1999, in federal court in Alexandria, Va., BTG sued Worldtalk Corp. and AlliedSignal Inc. for breach of contract. BTG had bought software from the defendants that it intended for resale. BTG sold the product to the federal government, which then returned it used. The defendants refused to accept the product back and withheld the refund. In May 2000, the parties settled for $200,000. Fox says that one of the other lawyers in her unit handled the case. In another case, filed on June 28, 2000, in the same court, the company filed a bid protest action against Education Secretary Richard W. Riley and the Department of Education. BTG had been providing computer help-desk services for the department. When the contract expired, BTG bid for the work again but was denied the contract. Fox explained that she thinks BTG was rejected because of the government’s desire not to award the same contract to the same company a second time, which BTG believed was unfair. The case was recently dismissed. In both lawsuits, BTG retained Washington D.C.’s O’Connor & Hannan. APPROACH TO LITIGATION: The company has a philosophy of avoiding litigation because of the expense of lawsuits, says Fox. “We typically have good relationships, and most disputes do lend themselves to a negotiated settlement,” she says, adding, “Litigation is not a negotiating tactic. We believe we have a winning case.” However, when a case does make it to litigation, it goes to outside counsel, which is hired based on where the case is centered. Outside counsel is hired based on knowing a lawyer in the firm or for a particular specialty that the firm may have. RECENT DEAL: In April 2000, the company acquired a division of SSDS Inc., a technology company that specializes in network security for intelligence agencies, for $14 million in cash. BTG expects to realize $31 million in additional revenues from the deal. Fox and her legal department did due diligence, reviewed all documents and negotiated the deal. Outside counsel on the deal was Chicago’s Katten Muchin Zavis. CHIEF OUTSIDE COUNSEL: Fox relies chiefly on the Tysons Corner, Va., office of Hogan & Hartson (M&A, securities); Richmond, Va.’s McGuireWoods (litigation, tax); and O’Connor & Hannan (government contracts and commercial disputes). PET PEEVE ABOUT OUTSIDE COUNSEL: Fox says one concern she has about outside counsel is that the quality of young associates is decreasing. The immense cost of using outside counsel is another concern. “The use of law firms is less appealing than three to five years ago, when you could stay with associates until they became partners,” she says. “It’s a reflection of everyone’s concern about finding employees. With the cost of hiring a law firm, it’s not worth it.” FAMILY: Fox is married to a Rockville, Md., lawyer, Maury S. Epner, who does mostly litigation and was formerly an assistant U.S. attorney. They have three sons, ages 10, 11 and 14. LAST BOOK READ: “Angle of Repose,” by Wallace Earle Stegner.

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