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FILE NAME Allied Signal Bendix ASB DATE 2004 Nov DOC ASB062 DOCUMENT DESCRIPTION Article - Corporate Counsel - The Usual Suspects .com CONTENT NOVEMBER 2004 In a surprise move gun makers and sellers back down 89 Online ethics programs teach virtue virtually 98 When choosing outside counsel GCs stick with who they know _ The BusinessMagazineForThe Chief LegalOfficer 2 | 12 Editor's Note 16 Letters 18 Contributors THE NEWS . ae ae s ; 21 High Noon For the first ttime ime the firearmsfirearms industry has settled suits brought by victims of gun violence 24 It Ain't Over Till It's Over Does Sarbanes extension of the statute of limitations for fraud claims apply retroactively 32 Taking the Fall Former Computer Associates GC Steven Woghin pleads guilty to securities fraud and obstruction of justice DEALS & SUITS s: 47 Wheeling Dealing andSuing Harrah'sbets on Caesars Mylan Mylan takes a dose of King Italian authorities target Parmalat's auditors ON THEJOB ge a | 65 Moves Cola Wars PepsiCo gets new GC former partner at Coca- Cola's longtime outside counsel Dell Corporation grabs NBC Universal's top lawyer and an acting GC at BellSouth jumps ship to Tyson Foods 65 Profile Code Warrior The Open Source Development Lab leader of the Linux community adds a GC to the team 79 Compensation Carpe per Diem Assured Guaranty Ltd.'s GC James Michener not only gets to work in Bermuda he has a lavish employment contract to boot BY CATHERINE AMAN 81 Legal Manager What Color Is Your Collar Companies must ensure that their payrolls comply with the Labor Department's final rules on overtime By WILLIAM P. Schurgin and Camille A. OLSON : ' 89 House Tech Culturing Compliance Businesses hope to stay out of trouble with online ethics programs BY ANTHOny Paonita D.C. WATCH 93 The Hammer'sHamer's Nails Tom DeLay's former staffers have become among the most powerful lobbyistsin Washington BY KATE ACKLEY COVER WHO REPRESENTS AMERICA'S BIGGEST COMPANIES 98 The Usual Suspects This year's survey shows that companies prefer to stick with the Am Law 200 firms they already know BY ANTHONY PAONITA 102 You're Fired After hiring a new GC and streamlining its business strat- egy Albertson's overhauled its outside counsel roster By ERIQ GARDNER 108 The Law Firms of Choice America's largest companies name their go firms in five top practice areas BY KATRINA UDMIN | CORPORATEGOVERNANCE c | 138 Measuring Up In just a few weeks all companies onthe NYSE must conduct board evaluations Are you ready BY ANNE STUART + 1 amphi. eeee oe Oe 2 |. The Usual Suspects om ater By Anthony Paonita HEN FORD MOTOR new area corporate governance to get a Company spun off its components division in 2000 one of the first Forget the brave new law department sense of the post Sarbanes law firm market The 133 companies that supplied law firm data named 397 firms tasks for the new com- When it comes to overall In previous years some corpo- pany's general counsel Stacy Fox was to find outside law firms to do a range of legal defend the ticket legal work America's rations gave us more than a dozen firms Most Mentions Overall company in lawsuits file patents and handle regulatory filings Visteon Corporation a 17.7 billion Van Buren largest companies turn to the same Davis Polk is the new around leader representing the most companies on our list in five practice areas Last year Skadden led Michigan business has only 11 house lawyers on its payroll A former corporate counsel at rival parts manufacturer Johnson Controls Inc. Fox turned to lawyers she already knew She contacted a handful of firms familiar outside counsel trust It's like the JoJeoe Isuzu ads says Newport Beach California legal consultant Peter Zeughauser General the pack Firm Davis Polk Mentions ne e me she had worked closely with at the Mil- counsel may say one thing but they waukee company After six months often do the opposite Te of meetings and phone calls Visteon had its primary counsel Dickinson Wright and Mintz Levin Cohn Ferris Glovsky and Popeo for litigation Foley & Lardner for litigation corporate transactions In our annual survey we ask the For- tune 250 law departments which law firms they rely on the most The same Am Law 200 firms have turned up at the head of the list with little variation in Morgan Lewis Re Littler Mendelson ee Sidley Austin Baker Botts corporate governance and labor and employment and Brinks Hofer Gilson & the three years that we've compiled the survey There's a certain degree of com- King & Spalding Lione for intellectual property work fort in the big names says Rees Morri- Four years later those firms are still son a principal at the Somerset New working for Visteon Jersey legal consultant firm Staying with the outside counsel you Hildebrandt International Inc. And know is the theme of Corporate Counsel's companies feel they're burnishing their third annual Who Represents America's Biggest Companies survey While some house lawyers say they are eager to break standing ties with firms in reputation by associating with a Skadden or a Kirkland Ellis he adds We ask which firms businesses use as their primary counsel in a few prac- Gibson Dunn Covington Cravath & Burling l vests it Diane cane exchange for outside counsel with more attractive fee arrangements most GCs stick with the large firms they know and tice areas litigation corporate transactions labor and employment and intel- lectual property This year we added a | O'Melveny & Myers WHO REPRESENTS AMERICA'S BIGGEST COMPANIES 2003 Revenue millions Company # of Lawyers Top Legal Officer and Title Litigation Primary Outside Counsel Corporate Transactions Corporate Governance Labor and Employment Intellectual Property 24,474 Wachovia 24,549 Corporation _ 24,549 (168) Tyson Foods Inc. 15 23,623 The Goldman Sachs Group Inc. WND Mark Treanor SEVP Sec'y Alberto GonzalezPita EVP GC Gregory Palm and Esta Stecher EVPs GCs Coheads of Legal Will not disclose = Will disclose = Will not disclose = Akin Gump Bassett Law Firm Dickstein Shapiro Kutak Rock Sidley Austin Company not respond by press time Kutak Rock Sidley Austin Company not respond by press time Kutak Rock Sidley Austin Company respond press time Will not disclose = Will not disclose Akin Gump Bassett Blackwell Sanders Law Firm Fellers Snider Company respond by press time Company did not respond by press time 23,483 Duke Energy Corporation 76 Martha Wyrsch Group Sec'y Dickstein Shapiro Fulbright & Jaworski 'Chadbourne & Parke Robinson Bradshaw Vinson & None Alston & Bird Kennedy Covington 23,103 Honeywell Interna- Peter Kreindler tional Inc. 110 # SVP GC WEEE ao a 22,763 Caterpillar Inc. 125 James Buda VP GC Sec'y Arnold & Porter Jenner & Block King & Spalding Kirkland & Ellis McDermott Will Sidley Austin Davis Polk Fried Frank Skadden Howrey Mayer Brown Seyfarth Shaw Howrey Simpson = Thacher Cleary Gottlieb Gibson Dunn Morgan Lewis Ogletree Deakins Steptoe & Johnson Alston & Bird Kirkland & Ellis Robins Kaplan Seyfarth Shaw Winston & Strawn Finnegan Henderson Howrey 22,673 22,646 22,635 Best Buy Inc. 30 Johnson Controls Inc. 25 BellSouth Corporation 110 : 22,613 Ingram Micro Inc. 18 Joseph Joyce SVP Robins Kaplan GC Robins Kaplan John Kennedy SVP GC Sec'y Foley & Lardner None Sachnoff & Weaver Marc Gary & Alberto GonzalezPita Acting GCs Alston & Bird Gordon Hargrove Holland & Knight Kilpatrick Stockton Kirkland & Ellis Fried Frank Kilpatrick Stockton Mayer Brown Mayer Brown Robbins Russell ; Larry Boyd SVP GC Sec'y Bingham McCutchen Houser & Allison Davis Polk Robins Kaplan Foley & Lardner Gibson Dunn Hunton & Williams Kilpatrick Stockton ee Davis Polk Robins Kaplan Foley & Lardner Beck & Tysver Robins Kaplan Foley & Lardner Constangy Brooks Cantor Colburn Gordon Hargrove _Jones Day Kilpatrick Stockton Kilpatrick Stockton Lehr Middlebrooks Kirkpatrick & Lock- Maynard Cooper hart Merchant & Morgan Lewis Gould Myers Bigel Thomas Kayden ____ Curiale Dellaverson Knobbe Martens Schroder Joseph 22,487 FedEx Corporation 109 22,486 Merck Inc. 148 Kenneth Masterson EVP GC Sec'y Kenneth Frazier SVP GC Cohen Mohr Friday Eldredge Lewis Fisher Spotswood Davis Polk Steptoe & Johnson Davis Polk None | Covington & Fried Frank Burling Fried Frank None Baker & McKenzie Morgan Lewis Seyfarth Shaw Fitzpatrick Cella Greenberg Traurig Howrey 22,053 ConAgra Foods Inc. No legal A A A A A department 21,808 HCA Inc. 43 Robert Waterman SVP GC Bass Berry Bowen Riley Fowler White Latham & Watkins Bass Berry Waller Lansden Locke Liddell O'Melveny & Myers Vinson & Elkins Bass Berry Baker & Hostetler Bell Nunnally Carlton Fields Constangy Brooks Ford & Harrison Ogletree Deakins Middleton Reutlinger Waddey & Patterson 21,728 Alcoa Inc. 75 Lawrence Purtell EVP GC Cleary Gottlieb Cravath Kirkpatrick & Lockhart LeBoeuf Lamb Skadden Baker & McKenzie Cleary Gottlieb Cravath Crowell & Moring Kirkpatrick & lockhart | LeBoeuf Lamb Skadden Cravath Skadden LeBoeuf Lamb WND = Will not disclose The company provided more than seven firms in this practice area but had to limit the number to adhere to our methodology Cravath Eckert Seamans LeBoeuf Lamb Winston & Strawn CORPORATE COUNSEL November 2004 117