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FAMILY AFFAIR After 15 years in private practice plus general counsel stints at three major corporations, Janet Kelley decided to focus on family — in this case, Family Dollar Stores Inc., which promoted her to general counsel and corporate secretary in May. Before settling down with the discount retail chain, Kelley, 52, helped steer both Sunbeam Corp. and Kmart Corp. through turbulent periods. A former partner at Louisville’s Wyatt, Tarrant & Combs, Kelley left in 1994 to join Palm Beach County, Fla.-based Sunbeam as group counsel for the company’s outdoor products division. Her five-year tenure saw the hiring and firing of CEO Albert “Chainsaw Al” Dunlap, the now infamous acquisition of Ronald Perelman’s majority stake in The Coleman Company Inc., an SEC investigation into Sunbeam’s accounting practices and Kelley’s own accession to the GC post. In 1999 Kelley moved to The Limited Inc., in Columbus, Ohio, spending two years as GC there. Then, shortly before Kmart filed for bankruptcy protection, it recruited her to become its GC. The company emerged from Chapter 11 in 2003, and Kelley left in early 2004 to join the Family Dollar family. The Matthews, N.C.-based company brought Kelley aboard as senior vice president and senior counsel for the transitional period prior to the retirement of George Mahoney, Jr., who had been Family Dollar’s general counsel since 1976. Over the past year, the legal department — consisting of 21 attorneys and 30 other staff members — began reporting to Kelley, while a new position was created to handle other areas, such as investor relations, that Mahoney had also overseen. Kelley became GC when Mahoney officially stepped down on May 27. Aside from corporate governance, Kelley says she will focus mainly on employment law. Pointing to Wal-Mart’s recent battles with employees as the most visible example, Kelley says Family Dollar and other large retailers have to handle a variety of employee lawsuits. Kelley has also developed a knack for real estate law. Family Dollar operates 5,600 stores in 46 states and plans to add 500 during 2005. It also tends to operate more urban stores than its competitors, which creates its own set of challenges. To accommodate the company’s growth while adhering to its deep-discount culture, the legal department handles all real estate transactions in-house. “It’s sometimes more time-consuming and difficult to open a store in an urban area,” Kelley says. “You’re dealing with zoning laws, local ordinances, permits — it does put a bit more of a burden on a legal department.” Of course, no move to a new corporate family would be complete if you couldn’t bring your actual family along. Kelley came to Matthews, N.C., with her husband and 15-year-old daughter in tow. The move brought her closer to her oldest daughter, who works as an accountant for Deloitte & Touche in Atlanta. After living in Troy, Mich., during her Kmart years, Kelley, a Kentucky native, is happy to be back in the Southeast. “We’ve moved around quite a bit and enjoyed it,” she says. “It’s really nice to have the perspective of living in different places.” – Michael Aneiro A PLUMBER NO MORE It wasn’t a high-tech gadget that guided Katy Motiey to Global Positioning System innovator Thales Navigation Inc. Instead it was her vision of a close and challenging relationship with a client. “When you’re outside counsel, you’re like the plumber,” she says. “You’re paid by the hour.” For Motiey, going in-house meant becoming a member of the full-time team. After a stint in securities and M&A at Skadden, Arps, Slate, Meagher & Flom, Motiey, 37, went in-house at AltaVista Co. and Maple Optical Systems. Her early in-house experiences shaped the way she sees herself today, as “a businessperson with a legal background [rather] than a technical final arbiter on the law.” When the failing fortunes of the tech sector catapulted her back into firm life, she passed on “pressure cooker” opportunities at large practices. Instead, she took a job with General Counsel Advisors, a small Silicon Valley firm that provides advice to companies without GCs. Motiey first encountered Santa Clara, Calif.-based Thales Navigation, a subsidiary of the French company Thales Group, when it sought a temporary consultant after the departure of GC Elissa Wellikson. After a year and a half at GCA, Motiey decided to go solo as an independent legal consultant, taking Thales along as a client. When the company finally offered a full-time position, says Motiey, she was being courted by another client. But having worked with Thales for two years, she was convinced it was the best match. Motiey says the company’s multinational clientele and overseas holding make her work both more interesting and more difficult. “Every issue takes on a whole other international life,” she says. The strategies she designs have to work for Thales Navigation and its French parent. One of the largest companies in France, Thales Group is a major defense contractor. She acknowledges that the divide between French and American corporate culture can be as great as the 10-and-a-half-hour flight from Los Angeles to Paris. Though Thales Group has over 160 in-house lawyers, mostly in France, Motiey is one of only two at Thales Navigation. The subsidiary does most of its business in development and manufacturing, making handheld and vehicle GPS systems under the Magellan brand as well as surveying equipment for the construction sector and hardware for business jets. “There’s a lot of opportunity here,” she says, noting growing consumer and commercial interest in GPS devices. Now that she’s located the job she was looking for, it sounds like Motiey is going to stay put for a while. – Denali K. Dasgupta THE MUSIC MAN What do Bob Dylan, yo-yo ma and the Dixie Chicks have in common? If they decide they want a larger portion of gross on their next albums, they’ll all be talking with Jeff Walker, executive vice president of business and legal affairs at Sony Music Label Group, U.S., a division of Sony BMG Music Entertainment. But before starting work, Walker is taking a few months of paternity leave. Once he returns, he’ll handle all artist matters, which include negotiating and structuring artist contracts. Walker’s move to Sony Music is something of a return engagement. From 1993 to 1995 he was director of business affairs there. From 1995 to 2004 he watched over artist matters (such as Carlos Santana’s decision to make a strangely unsoulful album) at RCA Music Group. Then, after a short stint in private practice, he moon-walked into Bertelsmann AG’s (BMG) legal department. In December 2003 Sony Corporation and BMG merged. In a prepared statement announcing Walker’s appointment, SonyBMG’s chief of business and legal affairs, Ron Wilcox, deemed his return “one of the unforeseen benefits” of the deal. – Eriq Gardner A SEASONED PRO JOINS A NEW PLAYER USA Mobility is a new face in the paging business, but it’s made up of two old players, Metrocall Inc. and Arch Wireless Inc., that dominated the industry together for years. It is fitting, then, that the Alexandria, Va.-based company sought Scott Tollefsen, a 25-year veteran of the telecommunications business, to play a central part of its reinvention. According to a press release announcing his hire, Tollefsen, 51, will help trim redundant operations. He’ll also help revive the faltering company by branching into new markets. In May, about a week after Tollefsen started work, USA Mobility announced aggressive consolidation plans and changes in its management team, including the departure of its COO and treasurer. Tollefsen is USA Mobility’s first GC, but he inherits many of the business and legal problems that plagued Metrocall and Arch Wireless. The biggest problem is the most obvious one: Millions of people have traded in their pagers for cell phones. In spite of Chapter 11 reorganization in 2002 and decreased costs due to the merger, the company’s revenues dropped by $107 million last year. “The company faces a challenging market,” acknowledges Tollefsen, but points to a number of “core customers” such as health care, government and first-responders, where on-the-job paging remains stable. USA Mobility is hoping he will help land lucrative contracts in these industries and expand into new ones. Tollefsen most recently headed legal and regulatory affairs at satellite cable companies SES Americom and Hughes Communications Inc. Unlike paging, the satellite cable market has been adding new customers in droves. Adjusting to the flagging demand will be a significant challenge for Tollefsen. But USA Mobility isn’t sunk yet. “Paging is the primary legacy service of the company,” says Tollefsen, “but there are strong elements of diversity in our business.” To compensate for losses on the consumer front, the company has focused on the business market, designing wireless packages for companies and reselling wireless service from Cingular Wireless/AT&T Corporation and Nextel Communications Inc. By offering expanded customer service and personalized phone and Internet plans, USA Mobility is hoping to add high-profile clients to a roster that includes over two-thirds of the Fortune 1000. – Denali K. Dasgupta AN INSIDER TAKES TOP JOB This spring, Mitsubishi Motors North America Inc., appointed longtime staffer John McElroy, 49, as general counsel. McElroy, who has worked at the company in various positions since 1985, will oversee all corporate legal matters for the carmaker, which is struggling to put the brakes on a sales-free fall. He replaces Ellen Gleberman, who retired in November 2004. A subsidiary of Mitsubishi Motors, MMNA is responsible for the manufacturing, finance and sales of Mitsubishi cars in the United States and Canada. The company operates a network of about 600 dealerships. Two years ago, following an increase in defaults, the company decided to stop making car loans to customers with weak credit. Since that decision was made, MMNA has suffered a nosedive in sales. According to The New York Times, sales dropped 36 percent to 174,000 vehicles for the year ending March 31, 2005. Net losses at Mitsubishi Motors more than doubled, to $4.4 billion in the financial year ending in March. Looking to appoint a new GC, the company decided to promote an insider familiar with the company’s operations. McElroy started at Mitsubishi in 1985. In 1990 he became manager of human resources and later became director of human resources. In 1997 he was promoted to vice president of human resources, information systems and administration. In 2002 McElroy was again promoted to senior vice president, human resources and corporate services. In that job he oversaw all human resources, administrative activities and corporate real estate for MMNA companies. He declined requests for an interview. – Joshua Lipton COMPANY MAN After spending 25 years in-house at two companies but the past seven pursuing other ventures, Irving Yoskowitz has returned to the corporate fold. In May, Constellation Energy Group Inc. named Yoskowitz executive vice president and general counsel. The Maryland-based corporation — parent of Baltimore Gas and Electric Co. — operates power plants in addition to trading and supplying wholesale electricity, mainly to commercial and industrial customers. Yoskowitz, 59, is a veteran transaction lawyer with varied experience in corporate law departments. After graduating from Harvard Law School in 1969 and earning a Knox Fellowship to study at the London School of Economics, Yoskowitz went to International Business Machines Corporation in 1973. He later served as GC for two of IBM’s business units. Yoskowitz left Big Blue in 1979 to become deputy GC at United Technologies Corp. In 1981 he became that company’s executive vice president and general counsel, a position he held for 17 years. In 1998 Yoskowitz joined forces with former Central Intelligence Agency director John Deutch and former defense secretary William Perry to found Global Technology Partners, LLC, an investment banking and consulting firm focused on the aerospace, defense and technology sectors. While still at Global Technology Partners, Yoskowitz also became a senior counsel in the Washington, D.C., office of Crowell & Moring, working in its government contracts, corporate and securities regulation and enforcement practice groups. A Constellation Energy spokesman says Yoskowitz will handle all legal activities for the corporation, not just its transactional work. He will head a team of about 45 in-house attorneys and will report to Constellation Energy chairman, president and chief executive officer Mayo Shattuck III. – Michael Aneiro

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