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Soon after two missiles fired by an Iraqi pilot ripped into the U.S.S. Stark in May 1987, killing 37 sailors and injuring 21, the State Department sent its chief legal adviser and a trusted assistant named Elizabeth Keefer to Baghdad to negotiate a $27.3 million compensation plan for the victims’ families. It was not the first time Keefer, now the general counsel of Columbia University, had stepped into a delicate situation. Years earlier she worked for the Iranian Claims Tribunal, created to adjudicate claims between American and Iranian parties after the fall of the shah. Her first meeting on that job took place in the Hague among a room full of Iranian generals complaining that the weapons paid for by Iran before the Islamic revolution had not been delivered. Besides international conflict, her background has more traditional elements. The George Washington University Law School graduate spent several years in private practice as a partner in a large law firm. And she was general counsel of a manufacturing conglomerate. Now in her seventh year at Columbia, Keefer, 56, oversees a 12-person office and directs nearly as many law firms in pursuing Columbia’s interests. The work includes employment suits, real estate transactions and a burgeoning licensing and patent litigation practice. Keefer has also played a central role in instituting corporate governance measures within the nonprofit university. Without the flexibility and management skills she learned as a government lawyer, law firm partner and general counsel of a publicly traded company, she says, she would have been ill-suited for the diverse demands at one of America’s leading universities. A BIT OF LUCK Columbia selected Keefer from hundreds of candidates. But without a bit of luck, she would never even have applied. In 1995, Keefer jumped from the Washington, D.C., office of Hughes Hubbard & Reed, where she had been a partner, to a company in turmoil, Teledyne. The technology manufacturer was the target of hostile overtures. As soon as Keefer arrived, she navigated the company to a friendly merger with a Pittsburgh-based steel company. “It’s never-ending and full of surprises,” she said of the merger process. “When companies first decide to merge … it’s always a celebration.” But mergers “always have a dominant partner.” She left Teledyne at the end of 1996. That’s when the bit of luck happened. Just as she was preparing to leave for an extended excursion abroad, the Columbia job came open. “So much for that year in France,” she said. The opportunity offered a “fascinating combination of all the things I’ve done before,” she said. The job required traditional legal skills within the kind of bureaucratic environment she was familiar with. And she was eager to return to her alma mater: She graduated from Barnard in 1971. Keefer had general management experience in places she called as “complex and difficult to manage” as Columbia. She compared the university to the State Department, also a large, decentralized bureaucracy. At the Air Force she had helped reorganize two hierarchies into one office by putting an end to their overlapping functions. Keefer helped push through a similar project when Columbia’s Presbyterian Hospital combined with New York Hospital in 1998. It was the first full-asset merger between highly ranked academic hospitals. It created the largest hospital in New York City with more than 12,000 employees and $1.5 billion in revenue. The merger faced regulatory hurdles as well as reorganization of two large bureaucracies. Keefer’s flexibility helped her in dealing with Columbia’s multiple constituents: administrators, faculty, students, alumni, government regulators, and business and educational partners. “Every day you come to this job, there’s something new,” she said. “You can’t be rigid” and “I think it is difficult from a law firm” to adjust to an in-house environment. The university’s Manhattanville project exemplifies this diversity. The plan calls for a massive expansion of the campus north of 125th Street. Columbia has faced some resistance from community groups. Keefer’s office helped set up the structures used to communicate with community activists, and orchestrated zoning and regulatory roadblocks with city officials. She presided over financing arrangements for the construction project. TEAMWORK Her primary rule at Columbia is to ensure that senior administrators and faculty have appropriate structures and processes in place to help them make decisions, she said. Columbia’s in-house counsel are generalists, she said, with a handful having a modest degree of specialization. With patent revenues exceeding $100 million annually, intellectual property takes up the largest amount of time and resources. Last year, Columbia filed more than 200 patents and entered into about 150 licensing agreements, she said. “Protection and dissemination of intellectual assets” make up 50 percent of the department’s work, she said. Staff complete most of these transactions in-house but Keefer worries about whether 12 lawyers can keep pace with the breadth of issues facing a mega-university. When her department needs help, it calls in a variety of firms. “People’s instinct here is to do work themselves,” Keefer said, but all litigation and most large transactional matters are sent to law firms. Columbia has tended to select firms by choosing the most qualified individual attorneys, said Keefer. For example, it hired Wilmer Cutler Pickering Hale and Dorr because of a nonprofit tax guru there, she said. And it tapped Hogan & Hartson partly due to Robert Kenney Jr.’s expertise with government contracts, she said. But Keefer is reconsidering the approach, partly because law firm partners move around. She has added new firms, particularly in patent prosecution cases, which make up the bulk of the work that is farmed out. Currently, Wilmer Cutler Hale & Dorr; Brown Raysman Millstein Felder & Steiner; Baker Botts; Cooper & Dunham, and a couple of other firms handle this work. Schulte Roth & Zabel handles investments and financing. Hughes Hubbard & Reed; Cravath, Swaine & Moore; and Wachtell, Lipton, Rosen & Katz have all recently handled some litigation matters. “There is some wisdom in culling,” said Keefer as she plans to review the process by which her office selects firms. “Efficiency plays the biggest role” in her assessment of firms, much more than cost, she said. Columbia receives a charitable discount but firms still need to be efficient, she said. In most instances, she prefers to speak to an expert for an hour by phone rather than send work to a firm that will have a young associate research the topic for hours — a prospect she often finds costly. CORPORATE GOVERNANCE “I came on board worried” about corporate governance, said Keefer. Teledyne had paid millions in fines for misconduct involving government contracts before her arrival so the warning bells rung by Enron did not act as a wake-up call for her. Spurred by Columbia’s governing board, she began to institute changes to update and strengthen the university’s practices. The difficulty, she said, arose from the institution’s decentralized structure. Many corporate governance measures centralize oversight, making implementation expensive in an environment extolling independence and non-hierarchical administration.

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