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After more than two decades of working at in-house jobs and at firms, Kathryn Turpin has found a comfortable niche in Austin, Texas. Turpin says she always wanted to work in-house. She’s doing that. Her vision of a perfect job is working as the general counsel for several small companies. She’s on her way to doing that. And she loves outdoor sports. She’s working a flexible schedule that gives her the opportunity for running, swimming and cycling. “Every morning I wake up delighted to be back in Austin,” says Turpin, a 1980 graduate of the University of Texas School of Law. Turpin, 47, is general counsel of AntiqueLand USA Inc., a privately owned company in Austin that operates 25 antique and craft malls across the country. She works about eight to 10 hours a week — usually Tuesday and Thursday mornings — at her office at AntiqueLand. During the rest of the workweek, Turpin is a corporate counsel at Broadwing Communications Services Inc. in Austin, which is the broadband business of Cincinnati’s Broadwing Inc. She enjoys the contrast between her work at low-tech AntiqueLand, where her corporate securities background is helpful for the company’s many acquisitions of antique malls, and high-tech Broadwing Communications. “I like working with a small company because you can have a huge impact. … On the other hand, at Broadwing, I get involved in some very sophisticated deals,” says Turpin, who also has a handful of private clients. She became AntiqueLand’s general counsel in the summer of 1999 and began working at Broadwing Communications two years later. Turpin would like to be general counsel for a large company in Austin. But barring that, she’d like to duplicate her AntiqueLand arrangement at a handful of small companies in Austin that need a general counsel, but don’t have enough work to justify a full-time position. “I love working with a company as an in-house attorney. It’s so much more interesting than working as an outside attorney. You really get to know the business. You really get to know what drives the business,” she says. “Your advice has to take into consideration, of course, the corporate culture, the motivations, the long-term goals of the company, and I find that the most interesting about doing what I do.” PERFECT ARRANGEMENT Turpin, who grew up in Corpus Christi, left Austin immediately after graduating from law school to take a job as a corporate securities lawyer at Buchalter Nemer Fields & Younger in Los Angeles. At the time, Turpin thought she would have more opportunity as a woman lawyer in Los Angeles than in Texas. She did corporate securities work and transactions at the Los Angeles firm until 1988, when she became general counsel at Frawley Corp., a small public company that was a client of the firm. Frawley owned a small chain of hospitals, both developed and undeveloped real estate, some Catholic publications, a small ballpoint pen company and some publishing industry trademarks, she says. “Talk about a diverse group of assets. That was a fascinating job,” says Turpin, who says the company closed in 1991. After her in-house stint, Turpin worked at a small firm in Santa Monica, and then moved to Glassman, Browning & Saltsman, which was located in downtown Beverly Hills, in 1995. She set up corporate partnerships and business entities for some of the firm’s wealthy clients and did real estate work there. She even did some work for Hugh Heffner. (She never met him but did once visit the Playboy Mansion in Los Angeles.) But by the summer of 1997, Turpin says she was ready for a change after working in Beverly Hills, a place she characterizes as “surreal” because of its lifestyle. She decided to take a short sabbatical in Austin, where a law school roommate was living. “I wasn’t tired of the practice. I wasn’t doing what I really wanted to do,” she says. She wasn’t a member of the Texas bar at the time and didn’t have a job, but her month in Austin stretched to six weeks and by the fall of 1997, Turpin went back to Santa Monica, where she had been living, packed up, and moved permanently to Austin. “I became a quintessential networker,” she says of her first weeks and months in Austin. By March 1998, Turpin says she began doing contract work at Austin’s Edens Snodgrass Nichols & Breeland, and she was admitted to the Texas bar that same year. She continued to look for an in-house position while working at Edens Snodgrass, and even after most of the lawyers at that firm joined Vinson & Elkins in Austin in May 1999. Turpin found out about the AntiqueLand job in an ad. The company was looking for a lawyer with in-house experience and one with some other clients. “It was perfect,” Turpin says, who began work at AntiqueLand in the summer of 1999. During her first year on the job, Turpin spent about half of her time each week, on average, at AntiqueLand. Around the same time, Turpin says she took a part-time corporate counsel job at Applied Materials Inc. in Austin, where she did contract reviews and other corporate work for the California-based company. In 1999, AntiqueLand was a year old and in growth mode. Turpin says she handled eight acquisitions during her first year on the job. The company typically buys the lease of a large building, usually an old grocery store or discount store, and sets up an antique or craft mall there. Under the company’s business model, AntiqueLand sublets space to dealers and manages the mall, providing salespeople and a single checkout for the dealers. “We call it an asset deal, but what you are buying is the contract right, the goodwill,” she says, saying she did similar deals when working as an outside counsel in California. Turpin says she also continued to develop other clients during 1999 and 2000. By mid-2001, AntiqueLand’s growth slowed, and Turpin was hired for a contract in-house position at Broadwing Communications in June 2001. (She had left Applied Materials in 1999 after turning down a full-time position.) At first, Turpin says she went to both AntiqueLand and Broadwing every day — it’s only a five-minute drive — but by the beginning of 2002, she decided to set a routine where she goes to AntiqueLand on Tuesday and Thursday mornings. She says it works out better with set hours at each company. She generally works up to 10 hours a week at AntiqueLand and 35 to 40 hours a week at Broadwing. Turpin says the arrangement works because the people she works with at both companies know her schedule and respect it, although there have been times when she’s had to adjust her schedule for emergencies. THE LOOK Turpin says she can see a time when she will work as general counsel for two to five small companies, traveling to them all each week. She believes it’s an efficient way for the small companies to get a committed general counsel. She would expect to have an office at each company because that’s a way to build relationships with the employees and to learn about the workings and culture of each company. “They [employees] are more apt to poke in and say, ‘You know, I got this weird call,’” she says. The drawbacks of her current arrangement at AntiqueLand and Broadwing are minor, says Turpin, adding that her biggest daily adjustment is remembering the ins and outs of the disparate telephone systems, with only one requiring her to punch the 9 key before dialing an outside line. Another drawback is the lack of employee benefits; she’s not a full-time employee of either AntiqueLand or Broadwing. She’s paid hourly at AntiqueLand, and earns a set fee at Broadwing. She notes, though, that she doesn’t have the cost of maintaining an office. Coincidentally, Turpin says, she uses outside counsel from Jackson Walker at both companies. James Alsup, a real estate partner in Jackson Walker who does work for AntiqueLand, says he operates as Turpin’s backup when she has a legal matter in an area where she doesn’t have expertise, or one where she simply needs some help. Although Turpin doesn’t spend all of her time at AntiqueLand, Alsup says his relationship with her is no different from his relationship with any other general counsel. “When she’s got specific problems, she contacts me,” he says. “It’s not really any different to working with a GC who has full-time demands at the place.” Jackson Walker does real estate, transactional and litigation work for AntiqueLand, Alsup says. The litigation matters are routine, say Alsup and John Orton, AntiqueLand’s president and chief financial officer, and typically involve a disgruntled customer. Turpin says she has been lucky to resolve almost every dispute before it progresses to litigation. The disputes include situations when a dealer claims an item was stolen from their booth, and situations when AntiqueLand terminates a dealer’s lease for breach of contract. Most are simply “garden variety” problems that come with running a retail business, she says. Orton says AntiqueLand is fortunate to have found Turpin because she has in-house experience, and wants to have the time to work for other clients. “She does a very broad array of services for us from helping us raise money, maintain our corporate records, document our acquisitions,” Orton says, adding that she also helps resolve disputes with employees, dealers or customers and handles the company’s employment matters. He says the only drawback with the arrangement is that occasionally he has a pressing matter when Turpin is at Broadwing. Orton says he meets with Turpin each day she’s at the company to discuss any problems and/or deals. Charles Williams, vice president and associate general counsel at Broadwing Communication, says the company’s arrangement with Turpin works well, even seamlessly. Although she is technically retained as an outside counsel, Williams says Turpin functions as an in-house lawyer at Broadwing because of the issues she handles for the legal department and because she has an office at the company and has license to “run loose around the company.” “We have a customized relationship, if you will. She really supplements our staff,” he says. Williams says his legal department includes one other lawyer in Austin and six in Cincinnati, where Broadwing Inc. is headquartered. Turpin, who was hired to assist with customer disputes and collection matters, some litigation and some transactions, is in a unique long-term contract arrangement, he says. Turpin says she did not work directly on Broadwing Communications’ pending acquisition. Broadwing Inc., formerly Cincinnati Bell, announced on Feb. 25 it will sell the assets of its broadband business — Broadwing Communications — including the Broadwing name, to privately held C III Communications LLC for $129 million in cash. Terms of the deal call for the buyer to retain the current employees and continue to operate the business under the Broadwing name. The company became Broadwing after Cincinnati Bell acquired Austin’s IXC Communications Inc. in a stock swap deal valued at $3.4 billion, including assumption of debt, in November 1999. Turpin says she enjoys outdoor sports, and also is active in some nonprofit groups. She lives in Rollingwood, a small suburb of Austin. Despite her job at AntiqueLand, Turpin says she’s not a collector of antiques. She spends her spare time lately organizing a trip in October for a group of friends to run down and up the Grand Canyon. While the practice is at the same level, Turpin says her life in Austin is much easier than in Los Angeles. “There is not pressure to have a look,” she says. “You can go out in Austin in the summer and go listen to music in cutoffs and Birkenstocks, and in L.A., you wouldn’t go to the grocery store like that.”

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