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NAME: Stacy L. Fox TITLE: Senior vice president, general counsel and secretary. AGE: 48 THE BUSINESS: Dearborn, Mich.-based Visteon Corp., which was spun off from Ford Motor Co. in June 2000, is one of the largest suppliers of parts and technology to auto manufacturers in the world. Visteon, a $19 billion annual business, has about 80,000 employees and more than 130 technical, manufacturing, sales and service facilities in 25 countries. Fox joined Visteon in January 2000 specifically to set up a legal department and handle related matters for Visteon. RESPONSIBILITIES: As a member of Visteon’s strategy council, Fox helps set direction for the company, including advising on a proposal to move the corporate headquarters from Dearborn to a Detroit suburb and on possible mergers and acquisitions. A major goal is “to position Visteon as the pre-eminent Tier 1 supplier” to the automotive industry, she said. “We have to transform our culture from being captive to Ford Motor to being a lean, high-performance supplier.” As general counsel, she manages all corporate legal matters, including key business contracts. In one recent project, Visteon contracted with Pittsburgh-based FreeMarkets Inc. to buy software to let Visteon create online markets for automotive goods and services. In a second project, Visteon and the University of Michigan Transportation Research Institute contracted with the U.S. Department of Transportation to test a new road departure crash-warning system. As secretary to the board of directors she assists the CEO with board-related matters, including setting agendas, selecting board members and creating self-evaluation programs for directors and senior management. “What’s neat about this opportunity was the chance to help establish a new board of directors and a new company and decide governing principles,” Fox said. BIGGEST PROBLEM: The Ford-Visteon split, though “exciting,” was an enormous challenge, according to Fox, who started at Visteon when negotiations with Ford were beginning. Weekly meetings were held by a dozen teams of Ford and Visteon experts to work out issues. Those included purchasing and supply agreements, how to split intellectual property assets and employee transition (Ford employees eventually were leased to Visteon and remain unionized). “There was a whole lot to figure out,” Fox said. “And I was the only legal resource dedicated to Visteon when I walked in the door.” Fox immediately hired outside counsel — Detroit-based Dickinson Wright and the Detroit office of Foley & Lardner — to help get agreements in place. BUILDING A LEGAL TEAM: When General Motors Corp. spun off the automotive supplier Delphi, GM lawyers moved to the new company. But no one came over from Ford’s legal department to Visteon. When she began to hire attorneys, Fox said, she looked for “seasoned generalists with good educational credentials, experience with major law firms and experience in-house as well.” Many also had local ties: Fox hired three lawyers who had graduated from University of Michigan Law School and others from Wayne State University Law School in Detroit. Visteon’s legal department has remained small for the company’s size — now numbering just eight lawyers, including Fox. She said a typical automotive supplier of Visteon’s size would have 22 to 25 attorneys in-house. Fox said she has developed a model for the legal department. Rather than get involved in low-risk legal matters, like routine purchasing contracts, she tries to “empower the organization to think for itself” and not rely on the legal department for advice. Fox keeps informed on legal matters by meeting regularly with department heads. Her goal is for her staff to focus on legal issues presenting “real legal risks to the company” and on areas where the lawyers can be most effective. She identified those as protecting intellectual property, product safety, ethics policies, compliance with government regulations and strategic alliances with other companies. OUTSIDE COUNSEL: Fox relies most on three law firms that “provide technical expertise and become an extension of our department.” Mergers and acquisitions and joint ventures, plus contracts and purchasing, are primarily handled by Foley & Lardner. The Ann Arbor, Mich., office of Chicago-based Brinks Hofer Gilson & Lione deals with IP. And Dickinson Wright handles bankruptcy and treasury matters and problems with suppliers. The outside firms often deal directly with departments at Visteon, said Fox, who added that “they know us well enough to know when the legal department needs a heads-up.” In addition, a regular reporting system, including monthly lunches and frequent updates on the status of cases, keep Fox on top of what they are doing. The outside law firms also provide training for the Visteon staff. For example, Fox explained, Foley & Lardner might send staff to a plant for employment training on matters like harassment avoidance or diversity. LITIGATION: “Visteon has a handful of outstanding cases, but nothing out of the ordinary,” Fox said. A dozen former employees are suing Visteon, claiming age discrimination. Similar charges have been filed against Ford Motor, but Fox said the Visteon case arose after the spinoff. The plaintiffs contend that of some 600 workers they tracked that were laid off by Visteon, 45 percent were over age 51, while 6 percent were under age 40. They also claim that Visteon did not adequately disclose age information required under federal law. Fox, who said Visteon has a strong policy against discrimination of any kind, would not discuss the case. INTELLECTUAL PROPERTY: IP is a major area of interest for Visteon, according to Fox, who said the company inherited an enormous amount of technology from Ford. The legal department’s goal is to be sure that new technologies are protected by patents. “But you can’t afford to file a patent on every new idea,” said Fox, pointing out that a company can spend $100,000 worldwide over a patent’s life. To help protect its investment in an idea, Visteon will often publish the concept in a trade journal, a process Fox called “defensive publication.” Enhancements in electronics is a hot area, said Fox, and Visteon is developing systems to help the performance of vehicles as well as drivers. ROUTE TO THE TOP: Fox was born in Ann Arbor, Mich., and grew up in Dearborn. After earning a bachelor’s and law degree at the University of Michigan, she was recruited in 1983 to become an associate at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo of Boston. “It was an opportunity to try a different city,” she said. She became general counsel at Unisys Financial Corp. in 1988, before moving to Johnson Controls Inc., an auto industry supplier. From 1989 to 1993, she was group counsel for Johnson’s automotive systems group and the plastics technologies group. In 1993, Fox became group vice president and general counsel of the automotive systems group. She joined Visteon in January 2000. FAMILY: Fox lives in Northville, Mich., with her husband, Michael Van Hemet, assistant general counsel for CMF Energy. They met in a tax class at Michigan. They have two children, a son, Kyle, 14, and a daughter, Callan, 10. LAST BOOK READ: “Friday Night Lights: A Town, a Team and a Dream,” by H.G. Bissinger, on Texas high school football.

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