Document npDG6DzyNGaB1Na7drY4bvMmw
FILE NAME: Allied Signal Bendix (ASB) DATE: 2004 Nov DOC#: ASB062 DOCUMENT DESCRIPTION: Article - Corporate Counsel - The Usual Suspects
CONTENT
N O VEM BER 20
The Business Magazine For The Chief Legal Officer
12 Editor's Note 16 Letters 18 Contributors
IN THE NEWS
21 High Noon For the first time, the firearms industry has settled suits
brought by victims of gun violence.
24 It Ain't Over Till It's Over Does Sarbanes-Oxley's 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 .............. .............. ............. ............
47 Wheeling, Dealing, and Suing Harrah's bets on Caesars; Mylan takes
a dose of King; Italian authorities target Parmalat's auditors.
ON THE JOB
65 Moves: Cola Wars PepsiCo gets a new GC-- a 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 W illiam P. Schurgin and C amille A. O lson
89 In-House Tech: Culturing Compliance Businesses hope to stay out of
trouble with online ethics programs. B y Anthony Paonita
D.C. WATCH
.....
......
93 The Hammer's Nails Tom DeLay's former staffers have become among
the most powerful lobbyists in Washington. B\ 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-to firms in five top practice areas, By Katrina Rudmin
CORPORATE GOVERNANCE
.com
98
When choosing outside counsel, GCs stick with who they know.
138 Measuring Up In just a few weeks, all companies on the NYSE must
conduct board self-evaluations. Are you ready? By Anne Stuart
The Usual Suspects
By Anthony Paonita
h m m mm hen ford motor
^ m Company spun off its
I I I B components division
Hi
in 2000, one of the first
I I tasks for the new com-
W m H i pany's general counsel,
Stacy Fox, was to find outside law firms
to do a range of legal work-- defend the
company in lawsuits, file patents, and
handle regulatory filings. Visteon Cor
poration, a $17.7 billion Van Buren,
Michigan-based business, has only 11
in-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
she had worked closely with at the Mil
waukee-based company. After six months
of meetings and phone calls, Visteon had
its primary counsel: Dickinson Wright
and Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo for litigation; Foley & Lard-
ner for litigation, corporate transactions,
corporate governance, and labor and
employment; and Brinks Hofer Gilson &
Hone for intellectual property work.
Four years later, those firms are still
working for Visteon.
Staying with the outside counsel you
know is the theme of Corporate Counsel's
third annual Who Represents America's
Biggest Companies survey. While some
in-house lawyers say they are eager to
break long-standing ties with firms in
exchange for outside counsel with more
attractive fee arrangements, most GCs
stick with the large firms they know and
Forget the brave new law departm ent.
When it comes to big-ticket legal work, America's
largest companies turn to the same fam iliar outside counsel.
new area, corporate governance, to get a sense of the post Sarbanes-Oxley law firm market. The 133 companies that supplied law firm data named 397 firms overall. (In previous years some corpo rations gave us more than a dozen firms
I M o st M e n tio n s O ve ra ll
Davis Polkis thenewall-aroundleader, rep resenting the most companies on our list in five practice areas. Last year Skadden led the pack.
Firm
M entions
trust. "It's like the oldjoe Isuzu ads," says Davis Polk
35
Newport Beach, California, legal con JonesDay
32
scuoultnansetl PmeatyersaZyeuognhetuhsienrg. , "bGuetntehreayl Skadden 32
often do the opposite."
Kirkland & Ellis
31
In our annual survey, we ask the For Morgan, Lewis
28
tune 250 law departments which law LittlerMendelson
27
AfirmmLsatwhe2y0r0eflyirmons htahveemtuorsnte. dTuhpe astamthee SidleyAustin 26
head of the list, with little variation, in Baker Botts
21
the three years that we've compiled the King&Spalding
21
survey. "There's a certain degree of com Mayer, Brown
21
sfoornt,ina tphreinbciigpnalamatetsh,"esSayosmReeressetM, Norerwi SeyfarthShaw 20
Jersey-based legal consultant firm Winston&Strawn
20
Hildebrandt International, Inc. "And Hunton&Williams
19
companies feel they're burnishing their SimpsonThacher
19
reputation by associating with a Skad-
den or a Kirkland Ellis," he adds.
Gibson, Dunn
17
We ask which firms businesses use as Covington&Burling
16
their "primary" counsel in a few prac Cravath
16
tice areas: litigation, corporate transac Howrey
16
tlieocntus,allapbroorpaenrdtye. mThpilsoyymeaernwt, eanadddinetdela 0'Melveny&Myers 16
WHO REPRESENTS AMERICA'S BIGGEST COMPANIES
2003
Revenue
(millions)
Company Top Legal (# ofLawyers) OfficerandTitle
Litigation
Primary Outside Counsel
Corporate Transactions
Corporate Governance
Labor a n d
Employment
Intellectual j
Property '
524,474 Wachovia MarkTreanor, Willnotdisclose Willnotdisclose Willnotdisclose Willnotdisclose Willnotdisclose
Corporation(169) SEVP,GC,Sec'y
24,549 TysonFoods,Inc, AlbertoGonzalez- AkinGump;Bassett KutakRock;Sidley KutakRock;Sidley AkinGump;Bassett BlackwellSanders;
(15)
Pita,EVP,GC LawFirm;Dickstein Austin
Austin
LawFirm Felers,Snider
Shapiro; Kutak
Rock; Sidley Austin
23,623 TheGoldmanSachs GregoryPalmand Companydidnot Companydidnot Companydidnot Companydidnot Companydidnot
Group,Inc.(WND) EstaStecher, respondbypress respondbypress respondbypress respondbypress respondbypress
EVPs,GCs, time
time
time
time
time
Coheads of Legal
23,483 DukeEnergy MarthaWyrsch, DicksteinShapiro; Chadboume& None
Alston&Bird KennedyCovington
Corporation(76) GroupVP,GC, Fulbright& Parke;Robinson,
- --
Sec'y
Jaworski
Bradshaw; Vinson & Elkins
' 23,103 HoneywellInterna-, PeterKreindler, Arnold&Porter; DavisPolk;Fried, Cleary,Gottlieb Morgan,Lewis; Alston&Bird;
tional,Inc.(110) / SVPGC
Jenner&Block; Frank;Skadden
Ogletree,Deakins; Kirkland&Ellis;
King&Spalding;
Steptoe&Johnson Robins,Kaplan
Kirkland&Ellis;
McDermott, Will;
Sidley Austin
22,763 CaterpillarInc. JamesBuda,VP, Howrey;Mayer, Howrey;Simpson Gibson,Dunn SeyfarthShaw; Finnegan,Hender-
(125)
GC,Sec'y Brown;Seyfarth Thacher
Winston&Strawn son;Howrey
Shaw
22,673 BestBuyCo,,Inc. JosephJoyce,SVP, Robins,Kaplan Robins,Kaplan Robins,Kaplan Robins,Kaplan Beck&Tysver;
(30)
GC
Robins, Kaplan
22,646 JohnsonControls, JohnKennedy, Foley&Lardner; None
Foley&Lardner Foley&Lardner Foley&Lardner
Inc. (25)
SVP,GC,Sec'y Sachnoff&Weaver
22,635 BellSouth
MarcGary&J. Alston&Bird; Fried,Frank; Gibson,Dunn; Constangy,Brooks; CantorColburn;
Corporation(110) AlbertoGonzalez- GordonHargrove; KilpatrickStockton; Hunton&Williams; GordonHargrove; JonesDay;
Pita,ActingGCs Holland&Knight; Mayer,Brown KilpatrickStockton KilpatrickStockton; KilpatrickStockton;
Kilpatrick Stockton;
LehrMiddlebrooks; Kirkpatrick&Lock-
Kirkland&Ellis;
Maynard,Cooper; hart,Merchant&
Mayer, Brown;
Morgan,Lewis Gould;MyersBigel;
Robbins, Russell*
Thomas, Kayden
22,613 IngramMicroInc. LarryBoyd,SVP, Bingham
Davis Polk
Davis Polk
CurialeDellaverson Knobbe,Martens
08)
GC,Sec'y McCutchen;Houser
Schroder, Joseph
&Allison
22,487 FedExCorporation Kenneth CohenMohr;Friday, DavisPolk;Steptoe DavisPolk None
Baker&McKenzie
(109)
Masterson,EVP, Eldredge;Lewis &Johnson
GC,Sec'y Fisher;Spotswood
22,486 Merck&Co.,Inc. KennethFrazier, None 1
(148)
SVP, GC
Covington& Fried,Frank Burling; Fried, Frank
Morgan,Lewis; Fitzpatrick,Celia; SeyfarthShaw GreenbergTraurig;
Howrey
22,053 ConAgraFoods,Inc. Nolegal
N/A
N/A
N/A
N/A
N/A
department
21,808 HCAInc.(43) RobertWaterman Bass,Berry;Bowen, Bass,Berry;Waller Bass,Berry Baker&Hostetler; Middleton
SVPGC
Riley;Fowler,White, Lansden
BellNunnally; Reutlinger;Waddey
Latham&Watkins;
CarltonFields; &Patterson
Locke Liddell;
Constangy, Brooks;
O'Melveny&Myers;
Ford&Harrison;
Vinson&Elkins
Ogletree, Deakins;
Trenam, Kemker
21,728 AlcoaInc.(75) LawrencePurtell, Cleary,Gottlieb; Baker&McKenzie; Cravath;Skadden LeBoeuf,Lamb Cravath;Eckert
EVP, GC
Cravath; Kirkpatrick Cleary, Gottlieb;
Seamans; LeBoeuf,
&Lockhart; Cravath;Crowell&
Lamb; Winston &
LeBoeuf,Lamb; Moring;Kirkpatrick
Strawn
Skaddpn
& I nrkhart'
Skadden
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.
CORPORATE COUNSEL November 2004 117