As the chief legal officer for transportation and distribution giant CEVA Logistics, a company that does business worldwide, Dana C. O’Brien knows she has to meet and greet carefully.
For example, she includes salutations in the body of e-mail messages she sends to members of her legal department overseas. “All over Europe, my lawyers always start e-mails with ‘Dear Dana’ or ‘My Dear Friend Dana’ or ‘Dearest Dana’,” she says. “I’m informed by people who work for me and know me that Americans who type without a name in the body of the e-mail come across as very abrupt.”
O’Brien says she also has learned to speak differently when dealing with employees or customers in Asia. “You can’t sort of talk like a gun-pointing Texan, if you will,” she says. “You learn, not just when you’re there, but also when managing people in that jurisdiction, to speak differently, more formally.”
Her appreciation of different customs in other regions of the world helps O’Brien keep her company aligned with the trade regulations of more than 150 countries.
“In Houston we serve a lot of oil and gas customers, moving stuff and doing business in risky parts of the world in terms of compliance, and you want to make sure you have appropriate checks in place to make sure you don’t run afoul” of foreign or U.S. regulations, she says. In instances where CEVA does not have a local office, it will make sure that any third party it hires adheres to the company’s policies and conduct requirements. “We have the confidence and convince our customers that the people we’ve hired to get through a particular leg of the work are as credible from a compliance perspective as we are,” she says.
CEVA is privately held, has about 50,000 employees and is based in Hoofddorp, The Netherlands, with its North American headquarters in Houston. The company reported revenue of $7.6 billion in 2009 and will probably reach about $8.2 billion for 2010, says O’Brien, who works in the Houston headquarters.
O’Brien grew up in San Antonio and earned a B.A. in international studies at Trinity University there in 1990. She worked for herself for two years in San Antonio as a broker of owner-financed mortgages. She earned a J.D. from the University of Texas School of Law in 1995. “I had an international studies degree, so I could read and write and wanted to go to graduate school where I could be successful with both,” she says.
After law school, she worked as a briefing attorney for a year for Texas Supreme Court Justice Nathan Hecht. Her next legal position was as a corporate associate for almost three years with the Houston office of Weil, Gotshal & Manges, where she had been a summer associate between her second and third year of law school.
A cold call in 1999 from a recruiting firm piqued her interest in an in-house position with Houston’s Quanta Services Inc. “At that particular junction, it seemed like something to explore,” she says. O’Brien had three children at the time and wanted a predictable work schedule. Now, she and her husband have five children between them. As a Weil associate, she had worked on mergers and acquisitions and publicly traded company matters, and Quanta was interested in growing its business through acquisitions. “It seemed like a good fit and frankly would promote a work-life balance perspective,” she says. “Working 8 to 6, five times a week sounds good.”
O’Brien was the company’s associate general counsel for 14 months and then served as vice president, secretary and general counsel for almost five years, she says. During her time with Quanta, O’Brien says she was involved in more than 30 acquisitions as well as an unsuccessful shareholders’ attempt to take over the company.
“There were a lot of really complex legal and business issues,” she says. “It was much different than a law firm where you are working on a case or a transaction and focus on that. It’s really triage,” she says. “You take your legal education and legal judgment and apply it the best way you can.”
An International Perspective
Her next career move, in October 2005, also was the result of a recruiter. She became general counsel, chief compliance officer and secretary at EGL Inc. in Houston. While Quanta had business in Mexico and Canada, EGL was doing business worldwide. “The draw for me was the international experience,” she says. O’Brien was not heavily involved with customer operations at EGL, instead spending most of her time on Securities and Exchange Commission compliance with matters such as the company’s stock and option plan, she says.
“I was only here for 14 or 15 months when deals for the transactions to become CEVA began,” she says. In August 2007, EGL merged with TNT Logistics of Hoofddorp, The Netherlands, to form CEVA, which is privately held by an affiliate of Apollo Management, a private equity firm based in New York City. O’Brien became chief legal officer for the new company. “A lot of my customer-based type responsibilities have come since becoming CLO,” she says.
O’Brien combined the legal activities of the two merged companies and has an in-house legal department of 50 lawyers worldwide. “The majority of our in-house counsel focus on corporate and commercial activities, such as contracts with customers,” she says. The in-house lawyers also handle compliance and financing matters. O’Brien says she uses outside counsel for litigation and transportation industry expertise.
Michael Warnecke, a litigation partner in the Dallas office of Haynes and Boone, says he has worked as an outside counsel for O’Brien since 2005, before publicly traded EGL merged with TNT to become privately held CEVA. “In the process of going private, the company quadrupled in size, and she oversaw the worldwide integration when the company went from 10,000 to 50,000 employees,” he says of O’Brien. “She was the GC for the public company, and when they took it private, they kept her. That’s a testimony in itself,” he says. Warnecke says that O’Brien has a calm personality. “I’ve never seen her feathers ruffled.”
Other than when she travels, she typically is in the office from 8 a.m. until roughly 6:30 p.m. “I will admit I work at home before I get here,” she says. “I’m a morning person.”
O’Brien travels internationally about nine times a year for about a week at a time, she says. “If I’m in Asia, it might be longer. . . . If in London, it might be only two or three days. I do some domestic travel, but I don’t really count that.”
O’Brien says that, looking back, she would not make any changes in her career moves. “I thought I would end up in-house, and that worked out, and I got super lucky,” she says. “So probably I wouldn’t change anything, not because I planned it exactly perfect, but because that’s the way God gave it to me.”
Best Practices: Innovation and Alternatives
Dana O’Brien, chief legal officer of CEVA Logistics, expects outside counsel to be innovative about alternative billing. CEVA handles transportation and distribution logistics for customers worldwide and is based in Hoofddorp, The Netherlands. O’Brien works out of the company’s North American headquarters in Houston. O’Brien responded to e-mailed GC best-practices questions from Texas Lawyer research editor Jeanne Graham. O’Brien’s answers are below, edited for length and style.
Texas Lawyer: What are the most important factors you consider when hiring outside counsel?
Dana O’Brien, chief legal officer, CEVA Logistics: Competence, of course. But we define that to include a degree of subject matter expertise that raises the level of our internal knowledge and an ability to apply that expertise in innovative ways to reflect business awareness and sensitivity.
TL: What percentage of your company’s legal work is done in-house, and what areas of work does that include?
O’Brien: The percentage varies across the business/regions, but we try to maintain in-house those matters on which our in-house lawyers can add the most value. So most of our commercial work, such as customer and vendor contract negotiation, is performed in-house so that the transactions have the benefit of the deep industry knowledge and experience of our internal team. We tend to seek outside support in areas of legal specialty and for large financing transactions. To the extent we have litigation, that, too, is largely managed externally.
TL: Under what circumstances do you expect outside counsel to offer alternative billing?
O’Brien: We expect our outside counsel to be innovative, including with respect to billing arrangements, in all representations. While we appreciate discounted/blended rates, and they are the easiest to negotiate and apply, that is the least innovative of alternative arrangements and probably delivers the least benefit. So when the piece of work fits, we like to consider other approaches, such as flat fee for a scope of work or through stages of a litigation or other representation. Arrangements that involve some risk to both parties and also have upside opportunity require a true partnership approach and, when successful, form a strong foundation for a long-term relationship.
TL: Do you pay for the work of first-year associates?
O’Brien: Yes. Our outside counsel guidelines encourage work be pushed to the lowest competent level. So if a first-year associate is competent for and can efficiently complete a particular task, we are happy to pay a reasonable rate for it.
TL: Which one thing from your previous legal experience is helping you most on the job today?
O’Brien: Not long after I became the general counsel at Quanta Services Inc., we were involved in a takeover attempt by the then-largest stakeholder. In the months that followed, we were presented with a very complex series of events, from both a business and a legal perspective, involving innumerable stakeholders, all with different perspectives to be considered and balanced. And each day, or multiple times a day, there was a new twist or turn that I had not previously experienced. I was forced to accept that being general counsel really means providing general counsel on issues on which you will often not be an expert and doing so under what can be extenuating circumstances. This job is a daily learning process, but you can apply principles of good judgment and integrity to new challenges or areas you have learned from yesterday, and you can leverage that legal knowledge on today’s issues, and you can be better today than yesterday. It’s a journey.
— JEANNE GRAHAM