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NAME AND TITLE: Sabrina H. Perel, vice president, general counsel and secretary AGE: 40 ORGANIZATION: New York-based Kroll Inc., formerly known as The Kroll-O’Gara Co., is an international risk-consulting company that employs 1,500-plus people in 55 offices worldwide. Dubbed “Wall Street’s private eye” by the media for its work doing premerger background checks on corporate finances, Kroll is considered by security mavens to be corporate America’s consulting firm, providing investigative, intelligence and security services to a clientele ranging from big businesses, law firms and government agencies to individuals. With a market capitalization of $394.5 million, more than 30 operating subsidiaries, and institutional investors like AIG, Fidelity, Kern, Barclays, Vanguard and Fleet, Kroll has some 200 lawyers, with former prosecutors working as investigators in its ranks. DEPARTMENT: Perel oversees 10 lawyers she refers to as regional counsel, spread out in offices around the country. Most of the regional counsel are former prosecutors who double as Kroll investigators, according to Perel. They negotiate with clients and look into local compliance law and privacy issues. “It’s for people who are lawyers, but some work as investigators; a designee in most of the offices helps me with compliance issues.” In one case, she said, regional counsel worked out a partnership in January between Kroll Background America Inc. and Ryder System Inc., to implement a comprehensive pre-employment screening program for all of Ryder’s U.S. operations. “It’s important to have someone locally,” she said. 9/11 IMPACT: The Sept. 11 terror attacks caused an unprecedented rise in demand for Kroll’s security, forensic accounting and bankruptcy services. Being so sought after, of course, has kept Perel busy negotiating and drawing up client contracts for the firm’s services. “On the security piece, I go in and do contract review and negotiate with clients’ banks and insurance companies that have numerous facilities around the country, property agents and owners of high-profile buildings and entertainment studios,” she said. On the investigative side, in most instances, “I negotiate contracts with the [clients'] general counsel.” Due to the nature of Kroll’s work, Perel said she spends 20 percent of her time on privacy and compliance issues that arise from the firm’s hot-button services like employee and vendor screening; substance abuse testing; surveillance; corporate, personal and architectural security; and travel and political-risk information. In the compliance area, Perel performs several supervisory roles, making sure that Kroll meets all federal disclosure requirements as a public company and that Kroll’s investigative licenses comply with the statutes of the jurisdictions where the company operates, Perel said. She also manages the firm’s litigation, real estate, corporate governance, human resources and employment areas. ONGOING RESTRUCTURING: Prior to being promoted to general counsel last August, Perel played a key role in the restructuring of what was then called Kroll-O’Gara after Kroll had merged with an armored car company called O’Gara-Hess & Eisenhardt. In April 2000, Kroll’s board of directors voted to separate the security products and services business (O’Gara) from the investigation and intelligence consulting work (Kroll); they were divided into two new public companies. A year later, Perel helped negotiate and work through the sale of the O’Gara side for $53.7 million. She was involved in many aspects of the deal, including handling the antitrust filings and overseeing other contractual issues. Perel’s boss, who’d come from the O’Gara side, was among the executives and board members who left with the sale and, as a result, Kroll’s board voted to promote Perel. “It was logical,” she said. “I’d managed Kroll’s legal issues for Kroll-O’Gara. I was handling Kroll’s day-to-day work involving litigation, real estate, human resources — any issues that become legal issues.” She also helped with other aspects of the restructuring. Last April, she worked on Kroll’s sale of its Voice and Data Communications Group, which offers secured satellite communications equipment. In addition, she helped to substantially reduce Kroll’s interest in Securify Inc., a computer-security company Kroll acquired in 1998. LITIGATION: Although Perel manages the litigation, it’s handled by outside counsel. Perel says Kroll and its subsidiaries currently are named in some 20 pieces of litigation. The biggest outstanding cases are five shareholder lawsuits consolidated in New York and Ohio for unspecified damages claiming that an aborted attempt to sell a majority of Kroll-O’Gara’s shares to an affiliate of the Blackstone Group two years ago was neither negotiated above board nor for a fair price. Another high-profile suit against Kroll-O’Gara contending that the company defrauded the Army, a longtime O’Gara client, was settled last year for $1.1 million without Kroll acknowledging any wrongdoing, Perel said. “The Army is really an O’Gara client; it did a lot of work for the Army armoring humvees.” On the invasion-of-privacy front, Perel says she does most of her work upfront. “If companies want to know how far they can go in terms of watching employees, our investigators might come to me,” Perel said. “I can say to an investigator handling a case, ‘Here’s what you can and can’t do.’ We’ve had some suits filed over drug testing and invasion of privacy.” OUTSIDE COUNSEL: Kroll uses New York’s Kramer Levin Naftalis & Frankel for securities and transactional work; New York’s Friedman, Wittenstein & Hochman and Skadden, Arps, Slate, Meagher & Flom; Cleary, Gottlieb, Steen & Hamilton; and Los Angeles’ Alschuler Grossman Stein & Kahan for litigation; and New York’s Cadwalader, Wickersham & Taft and regional firms around the country for real estate work. ROUTE TO THE TOP: Perel graduated from Emory University School of Law in 1987, clerked for Judge James M. Havey of the New Jersey Appellate Division and then spent the next nine years practicing in the litigation department of Morristown, N.J.’s Riker, Danzig, Scherer, Hyland & Perretti. Working with Riker partner Benjamin Michel, Perel primarily represented commercial bank clients. One of Perel’s longest-running cases started out as a breach-of-contract claim on behalf of heiress Doris Duke’s adopted daughter, Chandi Hefner, who wanted Duke to support her claim that Duke would take care of her for life; after Duke’s death, it turned into a high-profile probate case filed in New York. “We resolved our case satisfactorily,” said Perel, adding that the bulk of Duke’s fortune went into a charitable trust. It was through one of her co-counsel, a partner at what was then New York’s Winthrop, Stimpson, Putnam & Roberts (now Pillsbury Winthrop), that Perel was introduced to Kroll. “My departure came about several years later when Kroll’s general counsel was looking to hire a deputy. It sounded like a very interesting job with the potential upside of [in-house hours]. My oldest was 1 1/2 at the time.” FAMILY: Perel is married to lawyer Andrew J. Perel, a partner in New York’s Cadwalader, Wickersham & Taft; they have two children: Sarah Anne, now 6, and Alex, 3, and live in Manhattan. LAST BOOK READ: “Tales of Passion, Tales of Woe” (a biography of Josephine Bonaparte), by Sandra Gulland.

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