Two years ago the legal department at Computer Associates International Inc., was a tough place to work. Morale was low among the 33 attorneys. The chain of command was unclear. And there was little contact with the department’s diffident chief, general counsel Steven Woghin, attorneys say. Some lawyers had little to do for extended periods and looked for jobs outside the company. But for those who stayed, the general attitude was: Keep your head down, do your work, and don’t ask questions. One in-house lawyer, Alexander Arato, says the department devolved into a few opposing cliques, like “being in high school again — you were wondering if you were sitting at the popular table, or the jock table, or the Dungeons and Dragons table.”

Contrast that with CA’s legal department today. An engaged and approachable GC, Kenneth Handal, meets regularly with his staff, which has more than doubled since he came on board in July 2004. The organizational structure is clear, with groups assigned to contracts, intellectual property and other specialties, each with an attorney in charge. And the company has instituted a rigorous compliance program and made it easier for anonymous whistleblowers to report wrongdoing. Now the attorneys say they aren’t talking about leaving.

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