Colleen Mullen Goff once dreamed of a Foreign Service career, but changed her mind after college. Instead, she went to law school with plans to become a tax attorney at a firm. But Goff landed a clerkship at H.B. Zachry Co. in San Antonio in 1983 while attending St. Mary’s University School of Law, and she’s still at the company nearly 30 years later.

Goff, senior vice president, general counsel and secretary of Zachry Holdings Inc., has spent her entire legal career with the company. She says, back in 1984, when H.B. Zachry offered her a permanent job, she really hadn’t considered an in-house career. But the Texas economy was struggling at the time, so she took the position because she really liked the lawyers at the company and knew it well because she had grown up in San Antonio.

Zachry Holdings, which was created in a 2008 reorganization, handles engineering, construction and maintenance services for clients in the power and refining businesses, among others.

But what got Goff excited about her in-house job in the early years was the opportunity to do tax law at H.B. Zachry. At first, she did some estate planning at the privately held company. She also handled tax research and representation for the company’s Commercial Building Division. Later, she branched out into employee benefits.

Born in Galveston, Goff says she moved to San Antonio when in elementary school. She says during her high-school years, she had an opportunity each summer to live in Mexico with friends of her parents. She became fluent in Spanish and earned two degrees in Latin American studies from the University of Texas at Austin.

She had plans to join the Foreign Service after college, but decided not to because it was the time of the diplomatic crisis in Iran, when 52 hostages were held at the American Embassy in Tehran for 444 days beginning in November 1979.

“I felt like the reputation of the U.S. was at a very low point. I just didn’t know how effective I might be in representing our country’s interests at that particular time,” Goff recalls.

In 1981, she started law school at St. Mary’s, which led to her clerkship at Zachry and her in-house career.

Goff says that after several years doing tax work at H.B. Zachry, in the mid-1990s she began to assist with negotiation and development of power contracts. By the late 1990s, Goff says she was handling all legal work for the Industrial Process Division. “I worked coding contracts, negotiating contracts for about eight years, then . . . I ended up supervising some litigation,” she says.

“My administrative abilities were appreciated during that experience,” Goff says, noting that they helped her advance at the company.

“In corporate life . . . there aren’t a lot of pathways for corporate lawyers. You can go to the business side, stay as a staff attorney or go up on an administrative career,” she says.

In 2003, Goff became deputy general counsel, where she added more administrative responsibilities, and in 2007, she was named a vice president. Following a 2008 reorganization of the company, due to an intergenerational transfer of stock, Goff became vice president, secretary and GC of Zachry Holdings, and she became senior vice president this year.

Goff says five lawyers work for her in the legal department at Zachry Holdings. Her responsibilities include claims and litigation, management of the legal department and areas such as corporate compliance.

“We outsource the things that we really don’t need to have someone expert in, for example things that come up occasionally, like bankruptcy, litigation obviously. We have help with employee benefits, employment law questions,” she says. Associate general counsel Steve Gray is responsible for all litigation matters.

No bet-the-company litigation is pending against Zachry Holdings, she says.

As for outside counsel, Goff says she uses many lawyers around the country because the company operates in 24 states. In particular, she uses lawyers from many offices of Ogletree, Deakins, Nash, Smoak & Stewart and from Venable in Washington, D.C. Ben Subin, a partner in Holland & Knight in Orlando, recently negotiated a settlement of some construction litigation, Goff says. In Texas, Goff says Zachry has used Houston firm Gibbs & Bruns for litigation; Cox Smith Matthews of San Antonio for employment law and employee benefits work; and Locke Lord of Dallas for various matters.

Andrea O’Brien, a partner in Isler Dare Ray Radcliffe & Connolly in Vienna, Va., has done benefits work for Zachry for about three years. She says Goff is a “delightful” client because she “asks really great questions and takes the advice and considers it and engages in a really excellent dialogue with me.”

O’Brien says she and Goff have worked together to develop creative ways to get the work done within Goff’s budget. O’Brien says that’s not typical, and many GCs simply move to another firm without having difficult budgetary discussions.

She also says Goff is “exceptionally skilled at navigating the predominately male environment of her company and her industry.”

Goff says that, throughout her career, she refused to be paralyzed by insecurities stemming from the fact she is a woman in a male-dominated industry. “When I first started out and I would go into meetings and I would be the only woman at the table, it was a bit intimidating. . . . I rapidly came to the realization that if I were to focus on that, I wasn’t able to do the work that I wanted to do for my client,” she says.

Among many responsibilities, Goff says she’s a member of the executive steering committee at Zachry, chair of the board-level business practices committee, and an adviser for the investment committee for Zachry’s 401(k) and deferred-compensation plans.

Goff says the construction and engineering business starts early, so she’s usually at her desk before 8 a.m., and she works until 5:30 p.m. or so. In addition to her board responsibilities, Goff says she has ongoing appointments with newer newly hired lawyers in her department to give them direction and advice, and she meets weekly with Gray to talk about pending litigation and claims.

The industry is particularly challenging for Goff as GC because of the multistate reach of Zachry. That requires the legal department to stay up-to-date on licensing for engineering and construction, and to know the nuances of employment and environmental law.

Goff says her degrees in Latin American studies were a plus when she first joined the company. “When I started, they were actively seeking work in Mexico,” she says. Zachry no longer does work internationally, she says.

But Goff uses her Spanish because she and her husband, D.G., a retired chef, enjoy traveling.

Best Practices: Expertise, Relationships, Value

Colleen Mullen Goff is senior vice president, general counsel and secretary of Zachry Holdings Inc. of San Antonio, but she started as a legal department clerk nearly 30 years ago. Texas Lawyer senior reporter Brenda Sapino Jeffreys emailed Goff some questions about hiring outside counsel and her career path. Goff’s emailed answers are below, edited for length and style.

Texas Lawyer: What are the most important factors you consider when hiring outside counsel?

Colleen Mullen Goff: Reputation, experience and ability to partner productively with in-house counsel.

TL: Under what circumstances do you expect outside counsel to offer alternative billing?

Goff: For discrete tasks that lend themselves to a defined scope of work.

TL: Do you pay for the work of first-year associates?

Goff: I ask for a staffing plan at the beginning of any representation. Only attorneys I have approved are permitted [to] bill to the matter. That would normally not include an associate at that level.

TL: What percentage of your company’s legal work is done in-house, and what areas of work does that include?

Goff: Our primary value to the company lies in a deep understanding of the business, the culture and the mission. We have a risk profile and contracting philosophy that we use to position the company for success with its customers. Typically that includes negotiation of all our contracts for engineering and construction projects of any size. Also we handle all claims and supervise all litigation for the company. Legal work that lies outside that expertise is outsourced. It is difficult to put a percentage on it.

TL: Which one thing from your Latin American Studies education is helping you most on the job today?

Goff: The ability to understand that others have a valid point of view, even if it is not one I share. Becoming bicultural at an early age taught me to be open to others’ viewpoints, flexible and to seek common ground. All of those things are valuable in my life today.

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