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Vice President and General Counsel, Emerson Process Management Emerson Electric Co. 2004 Revenues: $15.6 billion Lawyers in Legal Department: 35
In the spring of 2002 Goodrich Corp. was negotiating a $1.5 billion acquisition of TRW Inc.’s aeronautical systems unit. And Alexander Schoch, Goodrich’s vice president and associate general counsel at the time, had spotted a problem. He had learned through due diligence that TRW had a few unhappy clients, and Schoch thought that Goodrich would need bulletproof protection against future customer warranty claims. Aerospace customers will assert claims, for example, if a 5,000-hour flight system lasts only 4,900 hours. TRW, of course, would want Goodrich to absorb that potential liability. As the lead in-house attorney for the transaction, Schoch needed a creative solution. He proposed that Goodrich pay for customer claims up to the unit’s $6 million in accounting warranty reserves, a fair measure of TRW’s expected liability. But TRW had to cover anything above that. After several days of negotiation, the two sides agreed on a variation of Schoch’s proposal: Goodrich would pay for the first $6 million in claims, the two companies would share the costs of the next $2 million, and TRW would pay for any claims above that. “Alex is a practical, solve-the-issue, get-the-deal-done type of guy. He was always looking for practical business solutions that met both sides’ business needs,” says David Goldston, the former assistant GC of TRW. Schoch’s negotiating prowess comes up frequently among those who have worked with him. “He knows how to get a deal done,” says Elliott Stein, of counsel at Wachtell, Lipton, Rosen & Katz, Goodrich’s lawyers on the TRW transaction. In the 17 years he spent at Charlotte, N.C.-based Goodrich (before jumping to Emerson Electric Co. last summer), Schoch, 51, worked on close to 30 transactions as the company transformed itself from a tire business into an aerospace giant. Schoch isn’t a pushy deal lawyer. “It never seems like he’s blowing smoke at you. He develops incredible goodwill and credibility [with the other side],” explains Lyle Ganske, a Jones Day partner who has worked with Schoch on more than 10 deals. Ganske attributes Schoch’s straightforward nature to his midwestern career start in Findlay, Ohio, where Schoch was a lawyer for Marathon Oil Corp. (now located in Houston). “It’s a [small] environment where you learn you can’t burn bridges and bullshit people,” Ganske says. But Schoch’s sincerity doesn’t indicate a lack of ambition. He joined Goodrich in 1987 as assistant division counsel in the aerospace division and steadily moved up the legal ladder, becoming assistant general counsel in 1999. When it became clear that 57-year-old GC Terrence Linnert wasn’t eyeing retirement, Schoch started looking for a quicker route to a GC seat. In August he took a job as general counsel of the process management segment of St. Louis-based Emerson. Insiders expected Schoch to inherit the GC post when 64-year-old GC W. Wayne Withers decides to retire. The move wouldn’t surprise Schoch’s peers. “He’s absolutely GC material,” says Robert Monnin, a Thompson Hine partner who has worked with him for more than 10 years.

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