In September 2011 when Ray Bonilla became general counsel of The Texas A&M University System, the Aggies had already decided to leave the Big 12 Conference for the Southeastern Conference.

Since then, one of Bonilla’s major roles has been negotiating the financial terms of the withdrawal from the Big 12 by Texas A&M University, the system’s flagship university in College Station.

“I’m optimistic we will reach settlement soon and that issue will be off my plate,” says Bonilla, but he notes it’s difficult to predict because the Big 12 and its members must all weigh in.

Bonilla explains the dispute is over differing interpretations of a provision in the Big 12 bylaws, which will determine how much revenue the conference must disburse to A&M.

Throughout the Big 12 negotiations, Bonilla has worked with Mike Baggett, chairman emeritus and shareholder in Winstead in Dallas.

“He got dropped in the grease fast,” Baggett says of Bonilla. “He just got right in the middle of it; he was a quick study.”

Although Baggett says he’s a “serious Aggie” — he was a yell leader in his days at A&M — he doesn’t mind that Bonilla is a Longhorn from The University of Texas at Austin, A&M’s archnemesis.

Bonilla knows all too well there’s a “friendly rivalry” between the institutions, like the rivalry between brothers and sisters, he says. Because of that, he thinks it’s “unfortunate” the Aggies and Longhorns won’t be in the same conference to play their traditional Thanksgiving football game.

“I hope we can restore the game and restore the rivalry sooner rather than later,” says Bonilla.

Public, Private

Even after A&M and the Big 12 reach a resolution, Bonilla will have plenty to do as GC. He’s learning the top legal officer’s responsibilities in a $3.3 billion enterprise boasting 11 universities, seven state agencies and one health science center. Nineteen other lawyers work within his Office of General Counsel, which is divided into groups for litigation and dispute resolution, governance, real property and construction law, and business and intellectual property.

“I’m learning the organization; I’m learning the issues. I’m putting in longer days than you may expect, otherwise. But I’m happy to do it — I’m really enjoying it.” Bonilla says.

When he started the job, Bonilla says some people had “raised eyebrows” because he’s a Longhorn. He earned an undergraduate degree in accounting from The University of Texas at Austin in 1981 and his law degree from the UT School of Law in 1984.

From 1984 to 1987, Bonilla mainly did transactional work as an associate with McGinnis, Lochridge & Kilgore in Austin. Then he worked in Washington, D.C., as a legislative assistant for U.S. Sen. Lloyd Bentsen, D-Texas, from 1987 to 1990. Yearning to return to Texas, Bonilla became an associate with Baker Botts in Austin doing legislative and transactional work from 1990 to 1991.

An opportunity with the Texas Comptroller of Public Accounts, headed by then-Comptroller John Sharp, enticed him away from the firm. It was a chance to get legislative and governmental experience at the state level. He was assistant director for research and intergovernmental affairs from 1991 to 1993, and then served as general counsel of the agency through 1998.

He used that experience to return to private practice, representing governmental entities and public officials with open government, ethics, election, tax and school-finance matters. From 1998 to 2011, he was a partner in Ray Wood & Fine in Austin, which changed names to Ray Wood & Bonilla in 2000.

Then his former boss, John Sharp, who had become theA&M System chancellor in September 2011, called on Bonilla to be his GC again.

Bonilla says he felt he could “really have an impact on some great initiatives,” which was “enough to entice me out of private practice.”

He says he was surprised to learn the A&M System comprises so many different organizations.

“I think the thing that makes this job challenging and interesting is the incredible array of issues that we deal with on a regular basis,” Bonilla says.

For example, when university departments or professors win research grants from federal agencies such as the National Institutes of Health or the National Science Foundation, the money comes with strings attached. Bonilla’s office ensures everyone complies with those obligations.

Construction and remodeling projects are common among the A&M System’s vast empire. Bonilla’s staff must negotiate the contracts and manage the disputes that sometimes arise due to construction defects. With the A&M System’s more than 28,000 employees, Bonilla says his office fields a steady flow of employment litigation. Cases dealing with tenured faculty — especially revoking tenure — involve complicated legal requirements.

The governance group within Bonilla’s office ensures all the system’s organizations comply with open-government laws. Those lawyers also review and update the A&M System’s policies for employment, construction, contracting, intellectual property and research.

With so many organizations, the A&M System’s lawyers must negotiate contracts for buying equipment and computers, purchasing services, and even booking performances or art exhibits.

His office works closely with the A&M System Office of Technology Commercialization, which helps research groups and individual researchers release their inventions. The lawyers try to protect intellectual property with patents or nondisclosure agreements.

Bonilla says he hires outside counsel for such IP matters, complex transactional matters, significant litigation and bond issuance.

Jerry Turner, a partner in Andrews Kurth in Austin, handles the A&M System’s bond work. He also worked with Bonilla when he was GC of the Texas Comptroller’s Office.

“Ray is a very straightforward, clear-thinking and decisive general counsel. He’s not someone who just goes along, because that’s the way things have been done in the past, or because that’s the way other state agencies do things. He has the clear thinking and the courage to sort of challenge conventional approaches,” Turner says.

For example, Turner says Bonilla determined the comptroller’s office has constitutional authority to choose its own outside counsel instead of following other state agencies’ procedures of getting the Texas attorney general’s prior approval of outside counsel.

Baggett, who is working on the Big 12 matter, says he enjoys working with Bonilla.

“Sometimes when you have inside and outside counsel with the university, you don’t know exactly how it’s going to work. But with Ray, it’s been terrific. We’re like lawyers next door to each other, and work on everything together,” he says.

 Blocking and Tackling

Ray Bonilla became general counsel of The Texas A&M University System in September 2011, just as its flagship school withdrew from the Big 12 Conference to join the Southeastern Conference. Even though Bonilla is a Longhorn, he has enjoyed fielding the wide variety of legal issues that arise from the A&M System’s many member institutions. Earlier in his career, Bonilla moved between private practice, doing transactional, legislative and governmental work, and public service, as a legislative assistant with a U.S. senator and as general counsel of the office of the Texas Comptroller of Public Accounts.

Texas Lawyer reporter Angela Morris emailed Bonilla some questions about outside counsel and his work experience. Here are his answers, edited for length and style.

Texas Lawyer: For what types of matters do you typically hire outside lawyers, and why is it helpful having them in those cases?

Ray Bonilla, general counsel, The Texas A&M University System, College Station: We hire outside counsel in areas that require a high degree of specialization, such as bond counsel and intellectual property matters. At times, we turn to outside counsel for assistance in complex transactional matters that may involve issues we do not generally encounter, such as environmental or utility regulations. On occasion, we will turn to outside counsel for significant litigation matters in areas where the [Texas] Office of the Attorney General may not have the resources necessary to meet the demands of the particular litigation.

TL: In a perfect world, what attributes or work habits would your outside counsel have?

Bonilla: We look for the same attributes other clients seek. We seek outside counsel with the expertise and resources necessary to provide effective representation. During the course of an engagement, we insist on good communication and expect our lawyers to participate fully as members of the team handling the litigation or transaction, as the case may be. We also want to receive good value and expect outside counsel to provide accurate, timely and fair invoices for the services rendered.

TL: What advice would you give lawyers looking to work with state agencies as outside counsel?

Bonilla: It is important to remember that representing a state agency is simply different from representing private sector clients. The state operates on a two-year budget cycle, and all requests for outside counsel must be reviewed and approved by the Office of the Attorney General. All outside counsel engagements use a standard contract developed by the AG’s office. Every other year, we issue a Request for Qualifications that gives interested firms an opportunity to be approved as outside counsel available to represent our System as the need arises. While we have the ability to submit additional requests for outside counsel to the AG’s office outside the RFQ process, it is preferable to obtain approval on the front end.

TL: Which skill from your previous legal experience helps you most in your position today?

Bonilla: I have spent most of my career representing public officials and governmental entities, either as an in-house government attorney or as a private attorney serving as outside counsel. Through that experience, I believe I have gained a certain sensibility regarding the role of an attorney in the public arena, and (hopefully) have learned how to balance my duty to zealously represent my client with my clients’ duty to the citizens of this great state. We are not focused on profits or stock prices. We are focused on serving the taxpayers. For the Texas A&M System, that means providing high-quality education, important research and critical services to our state.

TL: What are the differences working in private practice compared to the in-house legal department for The Texas A&M University System?

Bonilla: There are more similarities than differences. As it was in private practice, my priority is to ensure that we provide quality legal counsel to our clients in a timely and cost-effective manner. Our university and agency clients expect their calls and emails to be returned promptly just as clients in the private sector do. That doesn’t change. One welcome change . . . I no longer need to track my time or send out monthly bills!

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