Willis Group Holdings PLC is an insurance broker and risk management consultant whose roots extend back to 1928. Headquartered in London, the company also maintains a substantial presence in New York. In all, 17,000 employees do business in 400 offices in 120 countries and amass annual revenues of about $3.5 billion. Basically, the company helps clients in industries including aerospace, health care and construction put together packages to insure against complex risks. They can even buy a policy against extortion.
LEGAL TEAM AND OUTSIDE COUNSEL
General counsel Adam Rosman supervises 170 employees in six departments — legal, compliance, secretariat, risk, audit and business continuity. He has 35 lawyers on staff and five secondees — attorneys sent by outside law firms to work with Willis. The legal department is split into three groups: North America, United Kingdom and an international group. If the company needs outside counsel for a specific matter, he leaves the oversight to the lawyer responsible for the business location in question, but ultimately Rosman makes the hire.
Most contract and corporate work gets handled in-house, but litigation goes to outside counsel. Firms Rosman works with include New York-based Weil, Gotshal & Manges for major securities work; Baker & McKenzie for securities and corporate work; and Washington-based Zuckerman Spaeder and Philadelphia-based Saul Ewing for litigation.
Rosman sometimes works with law firms with which the company does insurance business, but that’s not the telling factor. After all, he said, a lot of law firms are clients. “So we try to match up where we can with clients, but the key criteria is the law firm and, more specifically, the lawyer; they have to be excellent.”
He pays on an hourly but discounted basis, “particularly if we give a lot of work to firms,” he said. “So that means a combination of freezing rates or giving us a percentage reduction based on the relationship and so on.”
Rosman spends a typical day working with chairman and chief executive officer Joseph Plumeri or the board of directors and attending to nuts-and-bolts legal matters. His work with Plumeri includes discussing the legal aspects of business initiatives and pending budget meetings. He also briefs Plumeri regarding specific legal issues on the board’s agenda. He briefs the board, too, and updates members on business continued from past meetings.
During the past several months, the focus has been on a chief executive succession. Effective on January 7, Plumeri plans to step down to become nonexecutive chairman. His replacement as chief executive will be Dominic Casserley, formerly a senior partner at McKinsey & Co. “The whole CEO succession process has been the most significant thing since I took over,” Rosman said. “It involves a lot of moving parts — securities, law issues, disclosure issues, juggling responsibilities among the board, our current CEO, our upcoming CEO and their various constituencies.”
The business-continuity department — responsible for making sure the company can operate during emergencies — was tested during Hurricane Sandy, which affected some 1,000 employees in 24 offices, including the principal New York office in hard-hit lower Manhattan. “Before Sandy, I believed in business continuity,” Rosman said. “But after Hurricane Sandy, I really believed in business continuity.”
The business-continuity department had drawn up a specific, step-by-step contingency plan for every office. “Thinking through the various scenarios is what business continuity is about, so you can keep your business running and keep your people safe and your clients satisfied even if something bad happens,” Rosman said. The plans were put into effect when it became clear the storm was going to be a major disaster. Employees were kept safe and accounted for; most offices were up and running in a short time, and the storm did little damage to client services.
“For us, this is important, because we’re in the risk business and a lot of our clients were literally affected by the storm. And they were calling us to ask understandable questions about whether their insurance was going to pay, how it was going to pay, and we were ready for it,” Rosman said.
The department created a hurricane relief fund to assist co-workers who suffered damage in the storm; the company matched their donations. Willis provided claims assistance to employees, free of charge.
ROUTE TO THE TOP
Rosman began his career as a law clerk for U.S. District Judge Gladys Kessler in Washington. He moved on to the U.S. attorney’s office there, where he remained for five years, except one year working for the Clinton administration. Later, he joined Zuckerman Spaeder for about three years before deciding to move in-house at Cablevision Systems Corp. He’d been attracted by the idea of learning a specific business and becoming an expert in it — “really learning how the business and the law intersected,” Rosman said.
He found he also enjoyed working with businesspeople. “I like the different challenges, the different personalities that bring a different way of thinking. For me, it makes for a really interesting day.”
Rosman eventually moved to Willis, serving as deputy general counsel for three years. He became general counsel in May.
PROSECUTION AND LITIGATION
Rosman’s experience as a former prosecutor and litigator has helped him understand how regulated industries work, he said. “In our business, you have fairly complicated factual and legal situations that you have to untangle very quickly — be able to separate out what’s important from unimportant, what’s the real decision point. You have to make decisions without full information and oftentimes quickly and under pressure. Litigators and prosecutors, in particular, do that all the time.”
The business entails a fair amount of litigation risk, he said. For example, Willis is one of a number of third parties targeted for damages arising from Allen Stanford’s massive Ponzi scheme; the company brokered his insurance. The U.S. Court of Appeals for the Fifth Circuit reinstated the claims in March; the defense has asked the U.S. Supreme Court to review that ruling. “We’re hopeful that the Supreme Court does take the case,” Rosman said.
Rosman was born in Boston and is married to Elizabeth Rosman, a partner in a private-equity firm. His hobbies include playing guitar, jogging and “chasing” their 14-month-old daughter, Emily. He earned a bachelor’s degree from Union College in 1987 and his J.D. from Stanford Law School in 1995.
LAST BOOK AND MOVIE
The Wool Omnibus, by Hugh Howey; Argo.
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