Discover Financial Services was founded in 1986 as a general-use credit card launched by former parent Sears, Roebuck and Co. Today, Riverwoods, Ill.-based Discover describes itself as a direct banking and payment services company. It operates the Discover card and offers home loans, private student loans, personal loans, online savings accounts, certificates of deposit and money-market accounts through its direct banking business.
Its payment businesses consist of Discover Network’s millions of merchant and cash access locations; PULSE, a major U.S. ATM/debit network; and Diners Club International, operating in more than 185 countries and territories. The company employs 13,000 people worldwide.
General counsel Kelly McNamara Corley heads a team of 52 attorneys and 44 paralegals and staff members. Most are based at corporate headquarters with a handful in California and Texas and in individual call centers throughout the Discover system. The legal staff is broken down by function — banking, litigation, compliance, governance and business advisory services.
The department has a deep well of experience and attempts to keep most major matters in-house, Corley said. "We’ve got a great bunch of people who are seasoned lawyers, and they don’t require much outside counsel support," she said. "It makes it interesting and it keeps our outside counsel budget in check."
Corley tries to get more done with less. For example, the department’s infrastructure team came up with a contract model that covered nearly 1,000 technology and facility agreements, with none going outside. Under that model, nonlawyer contract specialists collect deal requirements from the business units, prepare a first draft, manage the review process and highlight legal issues for the lawyers. "When the infrastructure team gets a contract, all the legwork is done," Corley said.
Asked what skills, background and experience she looks for in an attorney hire, Corley responded: "Strong client-service skills, excellent communicator, problem-solver and collegial."
PRO BONO, DIVERSITY
The department has an active pro bono program that Corley said draws 65 percent participation. Recent projects have included offering free basic legal services to first-responders and returning servicemen and women, and teaching Chicago public school children about the Constitution.
Average seniority in Discover’s law department is 10 to 15 years, and the male-to-female ratio is 38 percent to 62 percent, based on all levels of the department. "Our staff includes a mix of full-time, part-time and flex-time employees accommodating work/life balance," Corley said. "One of our V.P.s has been an active reserve member and is currently deployed."
The most distinctive challenges facing the department right now are in two areas: "As we’ve added student loans and mortgages to our product line, we’ve been focused on the new regulatory issues in those industries," Corley said. "The other involves the broader regulatory issues since the financial crisis. Dodd-Frank has turned the financial industry regulatory model on its head, and it’s been a real change for the company. The pace is very fast."
Sidley Austin handles corporate matters including transactional and governance work; Winston & Strawn assists on corporate matters as well as litigation and banking regulation; Mayer Brown came on board with Discover’s acquisition of Diners Club in 2008 and now handles intellectual property matters; Alston & Bird deals with assignments related to Discover’s payment networks.
Corley turns to outside firms on "novel legal issues — an issue we’ve never dealt with." She appreciates counsel who "take time to learn the business," she said. "It impresses me when a law firm brings a matter to my attention, when they anticipate issues that can help us."
She also likes firms that are "creative about fee structures" and flexible when the legal department needs help in a crunch. Winston & Strawn, for example, provided Discover’s legal department with backup counsel on a couple of occasions to work on contracts and compliance.
Corley spends the lion’s share of her day as chief legal adviser to Discover’s board and to chairman and chief executive officer David Nelms. Her average day involves a "wide variety of different issues," including key transactions and "problem-solving" with the legal team.
"The most interesting aspect of my job involves governance issues and the legal side of working with a company that’s in a growth mode," she said. "As we’ve moved more into banking and loans, I’m learning a new area of the law."
She’s watched the role of the general counsel evolve during her career. "Boards today are required to be better informed and active and integrated in the business. I think GCs are being called to be more than lawyers. We’re becoming thought leaders and business advisers," she said. "We have a specific responsibility to drive the business forward. That’s more than what people with law degrees in a company used to do."
ROUTE TO THE TOP
Corley graduated from the University of Southern California in 1982 with a bachelor’s degree in political science and Slavic studies and an initial plan to work in policy. She moved to Washington and started work at Sears’ Dean Witter division in 1997 as a junior staff member in the governmental affairs and regulatory policy office. "I loved public policy, but I was encouraged by my supervisors to think about a law degree, and my dad had always encouraged me to do it," Corley said. "I ended up going to law school at night" at George Mason University School of Law. She graduated in 1989 — about the time she became managing director and head of Dean Witter’s government relations department.
In 1997, following the merger of Dean Witter and Morgan Stanley Group, she became head of government relations for the combined company. Corley moved to the corporation’s Discover division as general counsel in 1999 and remained in that post at the renamed Discover Financial Services when it was spun off in 2007.
Corley is married to a retired Air Force colonel and periodontist and is mother to a 15-year-old daughter. Born in Salt Lake City, she and her family travel often to Utah to ski and visit relatives. The household includes three dogs, a cat, a rabbit and a bird. "My favorite things to do are ski and cook," she said.
LAST BOOK AND MOVIE
A Handmade Life: In Search of Simplicity, by William Coperthwaite, and Les Misérables. "I loved the movie because it really transformed the play. A really big, fantastic musical."