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He’s not the general counsel of a large public corporation, but Andrew G. Halpern still must keep the bottom line on his mind when working on legal problems. Instead of benefiting shareholders or corporate executives, the profits of Halpern’s organization go to a good cause — breast cancer research and prevention. Halpern is general counsel of the Susan G. Komen Breast Cancer Foundation, the world’s largest private funder of breast cancer research. More than 80 percent of the revenues coming into the 20-year-old, Dallas-based foundation go to charity. He says working for a nonprofit doesn’t make his job easier than being the GC for a big corporation. He and two other lawyers on staff are involved in negotiating the sponsor agreements and licensing deals that provide so much of the funding to the charity’s coffers each year. Another in-house lawyer is in charge of public policy. Halpern also is the vice president responsible for international activities and operations. It’s a difficult job, Halpern says, because of the foundation’s mission as a nonprofit. The foundation endeavors to increase the return on investment to its constituents, decrease the mortality rate from breast cancer and work toward earlier diagnosis of the disease. “It’s just not tied to money at all. It’s tied to the pursuit of our mission,” he says. Halpern is working at the foundation for more than material reasons. He says he enjoys his job so much that it more than makes up for his relatively meager salary by big-firm standards. “This would be the wrong place if you are in it for the money or the power — because there isn’t any,” he says. “When you come here, you come for other reasons. Yes, I do make a salary that’s not far away from a first-year associate, but that’s OK.” The foundation is truly a second career for Halpern, who retired in early 1998 from Dallas’ Strasburger & Price. He joined the firm after graduating from the University of Texas School of Law in 1985 and made partner in 1993. But at age 40, Halpern was reassessing his life. After retirement, he started looking for a new challenge that would use his legal and business skills. He already had been doing a lot of charity work — serving on the boards of some nonprofits and his temple, and tutoring — so he gravitated toward a nonprofit. Halpern was casting about for the change at the same time the foundation was in a growth mode. Susan Braun, president and chief executive officer, says the foundation was entering into an increasing number of contracts with its national sponsors and needed to do more with its affiliates. “We were relying on outside counsel, but it was certainly difficult for a nonlawyer to coordinate those things. We realized we were outsized,” Braun says. A friend working at the foundation called Halpern and let him know about the new general counsel position. After several discussions with Braun to define his responsibilities, Halpern started work in December 1998 as vice president of international activities and operations and general counsel. He started on the same day as Diane Balma, initially a senior counsel but now director of public policy for Komen. At the time, the foundation had about 50 employees, and Halpern and Balma, a breast cancer survivor, were the only in-house lawyers. Halpern now has two lawyers besides Balma working for him, and Komen has about 125 employees at its headquarters. Revenues increased from $47 million in 1997 to more than $130 million in 2001. Halpern says his experience at Strasburger was a wonderful training ground to become general counsel of the foundation. He started out in “hard-core” tax, then did litigation and spent the last six years at the firm in international law, doing customs work and transactions. He was chairman of the State Bar of Texas’ International Section from 1997 to 1998. After he joined Komen in 1998, Halpern says his plate was full. The first major task was restructuring the corporate governance structure. The foundation had 90 affiliates at the time, but some were incorporated, some weren’t, and others were simply host committees for races. The model bylaws provide not only a governance structure for the affiliates, but also liability protection, he says. It was a huge task, Halpern says, with more than 40 of the affiliates incorporated during a six-month period. They also put together policies for the affiliates that include rules for maintaining the tax-exempt status and rules for fundraising, he says. He also turned to renegotiating many of the vendor and sponsor contracts. “The contracts were of relatively high value to the Komen foundation, and we needed to put in a more formalized contract structure that dealt with everything from licensing the trademarks to the way the races would be run, what recognition of the sponsors there would be [and] what obligations there would be on the sponsors to promote,” he says. Trademark was another area Halpern tackled in his first months on the job. He says the foundation already had registered a number of trademarks by 1998, but that’s expanded to about 150 at present. Part of that job includes a branding initiative to ensure the Komen “For the Cure” slogan was protected in various fundraising areas. The trademarks include Komen Race for the Cure, Komen Bowl for the Cure, Komen Virtual Race for the Cure, Komen Sew for the Cure, Komen Sing for the Cure and Komen Drive for the Cure, he says. “It’s a very valuable trademark,” Halpern notes. Halpern says the foundation has to occasionally send cease-and-desist letters for trademark infringement. Molly Buck Richard, an intellectual property partner in Thompson & Knight in Dallas, says the letters have an unusually cordial tone because the infringement is usually unintentional. “Usually the other party doesn’t realize they are using a mark that belongs to the foundation or using it in a way they don’t realize is improper. Usually our approach is to go at it with the idea that people are well-meaning and that once they understand this is a trademark, they will respect that,” she says. “It’s been relatively easy.” Halpern also has directed a lot of his energy toward developing the foundation’s international reach. In addition to 113 affiliates in 46 states, the foundation now has affiliates in Rome, Frankfurt and Athens. He often travels overseas. DEDICATED TO THE CAUSE Richard, the IP lawyer who has been doing pro bono work for Komen for about eight years, says Halpern is an effective GC because he’s so dedicated to the cause. “Andy is the kind of guy that, once you really get to know him, you realize that his heart and his soul [are] 100 percent behind this organization. He truly believes in this organization. He’s also in a position here where he enjoys his work. Wouldn’t it be wonderful if we could all say that?” she asks. Richard used to practice with Halpern at Strasburger, and she says she was initially stunned when she found out he was considering taking the general counsel job at Komen because he had retired. But she says she came to realize he considers it a way to give back to the community. Halpern says he had no personal stake in the disease when he took the job, but since he’s been working at Komen, his mother-in-law was diagnosed with breast cancer and several friends either were diagnosed or feared they had the disease. “It’s made me feel very good that I’ve been able to provide them with some assistance or information,” he says. Daniel Butcher, a tax partner in Strasburger’s Dallas office who does some work for Komen, also senses Halpern’s personal commitment to the charity. Butcher says he recently mentioned to Halpern about a party he was giving for a friend who is a breast cancer survivor. Butcher says Halpern thoughtfully asked Nancy Brinker, the foundation’s founder, to send his friend a letter of congratulations for her survival. “It was a very touching letter. It meant a lot. That’s the kind of person Andy is,” Butcher says. Braun, the CEO, says she relies on Halpern every day, not only for legal advice, but also as a member of the foundation’s executive team. “One thing that I think is real interesting is that he and I both recognized we think very differently. I am more of a creative thinker, and he is more an analytic thinker,” Braun says. Carol Glendenning, a corporate securities partner in Strasburger in Dallas who has done corporate and transactional work for Komen, says Halpern is effective as a GC because he usually has the legal problem hashed out even before he calls for her opinion. “A lot of times he has reached a point of coming up with his own solution and he wants to bounce it off of you,” she says. Braun says that when the foundation hired Halpern and Balma, the two lawyers had not met. But she says they do a good job of working as a team. Halpern says Balma was hired to assist him, but her real passion is in the public policy arena, and she spent a lot of time advocating for breast cancer patients before regulatory agencies and before Congress. She is now director of public policy for Komen. Balma says, “He provides a nice balance. For example, when I get real excited or passionate about something, he says, ‘Let’s step back. Let’s make sure we have ducks in a row.’ “ Halpern says the two other lawyers in his department, Lynda Still and Lesley Lurie, do the bulk of the work of drafting contracts and negotiating sponsor agreements, although he does some first-line drafting. He says Komen enters into more than 300 contracts a year. The foundation uses outside counsel from Strasburger and Thompson & Knight, but some of it is on a pro bono basis. (Richard says all of her IP work is pro bono.) The foundation also hires local counsel in foreign countries, where Halpern has been working since 1999 to build a network of affiliates and find sponsors. The 113 affiliates include 11 in Texas. Since they are separately incorporated, Halpern says his job is like attending to the legal needs of a $130 million corporation with 113 subsidiaries. Komen spends anywhere from $50,000 to $150,000 a year on outside counsel, according to Halpern. Currently, there is no litigation, and he says the suits filed over the 20-year history of the foundation have been relatively minor and involve injuries at races or disputes with someone raising money under the Komen name. Halpern says he’s happy in his job; it’s challenging, yet provides him the opportunity to spend time with his wife, Cheryl, and sons, Eric and Tyler. An avid softball player in competitive-level leagues in Dallas, Halpern enjoys coaching his sons’ soccer and baseball teams. His wife is an active volunteer after retiring in 1998 from a job in marketing at Mary Kay Inc., he says. And Halpern says the GC job provides him with opportunities he wouldn’t get elsewhere. In August, for instance, Halpern says he went to Kennebunkport, Maine, to meet with former President George Bush and representatives from other cancer organizations. Another time, he went to Madrid, where he had an audience with the king of Spain to talk about opportunities for Komen in Spain. That’s part of the appeal for Halpern. Ultimately, he would like to have a role in working himself, and everyone else at Komen, out of a job. At one point, Halpern says, Komen had 108 employees and 107 of them were women. Today there are a handful of men working at the foundation, but Halpern says he has had to adjust his work style because of the number of years he worked at a large, male-dominated firm. He says it was a matter of learning how to deal with different personal styles and management techniques. Glendenning says it’s clear to her that Halpern has more passion for working as a GC at Komen than as a big-firm lawyer. She says, “I’m not sure that Andy ever felt the passion for tax law that he definitely does for Komen, and I think that’s reflective of Andy’s personality where he really is very much a believer in the mission of the Komen foundation.”

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