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