Those plastic things that hold six-packs of soda and beer together? They were invented by Illinois Tool Works Inc., a manufacturer of engineered components and industrial products based in Glenview, Ill., outside Chicago. Ranked the 149th largest U.S. corporation by Fortune magazine in August, ITW “makes everything from plastic six-pack carriers to counter tops, construction power tools and automotive parts,” according to general counsel Maria Green. The company also has a hand in truck remanufacturing and medical adhesives. It posted revenue of $17.8 billion in 2011 and employs 65,000 people in 58 countries.
ITW bulked up during the recession, Green said, acquiring 22 companies in 2009 alone. Last year, the company closed on a deal to acquire the car care business of Shell Oil Products U.S. Co. The products include Black Magic wax and Gumout fuel system cleaner. Green said the purchase price was in excess of $100 million.
Green oversees a staff of 37, with 15 “general legal” attorneys including three in Paris and one in Shanghai, China, and eight patent lawyers including one in Düsseldorf, Germany, she said.
Commenting on her criteria for new hires, Green said most lawyers have at least 10 years’ experience before they join ITW, and several were partners at large law firms. At the moment, she’s looking for legal talent in Brazil, China and Australia.
ITW remains acquisitive, having picked up 23 companies during 2011. All acquisitions of U.S. nonpublic companies are handled in-house, Green said. Two in-house attorneys closely supervise outside counsel on litigation.
Green does use outside firms in some cases, including Davies, McFarland & Carroll of Pittsburgh for toxic tort litigation, Philadelphia-based Drinker Biddle & Reath for U.S. Securities and Exchange Commission matters and numerous firms abroad to handle overseas acquisitions.
Green’s take on alternative billing typically is to ask two firms to bid on each matter, she said. “The winning bidder generally has the lower budget. Very little M&A legal work is billed at an hourly rate. If a firm exceeds the budget, we will only pay the budgeted amount plus 10 percent, unless there has been prior agreement between outside counsel and the inside lawyer.”
Green encourages her staff to participate in pro bono activities but has no structured volunteer program. As a global company, ITW values diversity and recognizes the business case for it, she added. ITW has not signed the Pro Bono Institute’s Law Firm Pro Bono Challenge, but has signed the Diversity Call to Action.
Green makes the reverse of the usual suburb-to-city commute from her home in Chicago to ITW’s Glenview offices. She arrives at work between 9 a.m. and 9:30 a.m. and typically stays past 7 p.m. She takes her laptop computer home with her. “I’m almost always getting emails,” she said.
In advance of the five annual board of directors meetings, Green’s focus is on preparing agenda and related materials. At other times, she takes on whatever is pressing, she said — proxies, the annual report or stock disclosure statements.
Because of the relatively few lawyers for an enterprise its size, Green said, it’s critical that ITW’s lawyers practice “80/20 — focusing on the 20 percent of legal issues that create 80 percent of the problems.”
Before she began her 15-year tenure at ITW, Green specialized in mergers and acquisitions. As general counsel, she became more of a generalist with a broader focus on Securities and Exchange Commission, board, antitrust, import/export and human resources matters.
Green has completed more than 150 acquisitions for the company. Her first major deal involved a target that suffered an explosion at its plant on closing day. “Fortunately, there were no injuries or fatalities, but the business did not look the same at closing as it did during due diligence,” Green said. The matter was resolved to ITW’s satisfaction, she added.
It’s not in her formal job title, but Green also serves as ITW’s chief compliance officer. That part of her job could be one of the most significant, she said, given that almost 60 percent of company revenues are now generated outside the United States.
Asked what she enjoys most about her work, Green said, “The ability to be both a trusted legal adviser and a valued business partner.”
She reports to David Speer, ITW’s chairman and chief executive officer.
ROUTE TO THE TOP
Following her graduation from the University of Pennsylvania’s Wharton School of business in 1974 with a Bachelor of Arts degree in sociology and economics, Green faced a tough job market and a choice: law school or advanced business studies. She settled on law school in part because it would take three years to earn a law degree, versus two years for a master’s degree in business administration. “I thought three years would give the job market a little longer to turn around,” she said.
After earning her J.D. from Boston University School of Law in 1977, Green went to work as an attorney for the Federal Home Loan Mortgage Corp. in suburban Washington, packaging mortgages. From there, she moved to Chicago and the legal department of Continental Illinois National Bank and Trust Co., concentrating on commercial lending, bankers’ acceptances and letters of credit.
In 1982, Green returned to Washington as a senior associate at Akin Gump Strauss Hauer & Feld and then at Hazel, Thomas, Fiske, Beckhorn & Hanes. In 1989, she went in-house as the sole real estate lawyer at the National Railroad Passenger Corp. — otherwise known as Amtrak. Nine years later, Green and her family returned to Chicago, where she became vice president for real estate at the Chicago Transit Authority before joining ITW as deputy general counsel. She assumed the top job in February. Green has also worked as an adjunct professor at The John Marshall School of Law in Chicago.
Her advice for someone stepping into a general counsel’s role? “Become adept at juggling many different issues and quickly switching gears,” she said. “Surround yourself with great lawyers and delegate. Practice 80/20.”
A native of New York City, Green has been married for 30 years to Greg Lewis, a retired lawyer who is now an educator. They have two sons: Brian, 26, and Jordan, 20. Her hobbies include yoga and jogging. Outside of work, Green serves as a board member of the Chicago Urban League, the DuSable Museum of African American History and the Goodman Theatre in Chicago.
LAST BOOK AND MOVIE
Indispensable Counsel, by Norman Veasey, a collection of anecdotes by a counsel to Fortune 500 companies; and Monsieur Lazhar, an Algerian film about an educator.