life of in-house lawyers - the bar association of san francisco

24 SUMMER 2008

For Priya Sanger, senior counsel at Wells Fargo& Company, a typical day at the office is, she says,“actually pretty exciting.” It may go something likethis: begin the work day at 7 a.m. with a phone call

to India and throughout the day attend three or fourmeetings with clients and colleagues on legal matters re-lated to anything from mobile payments, export control,and joint ventures to online fraud control. Sanger spendsthe rest of the day responding to emails from businessunits, seeking advice on issuesranging from “What is ourblogging policy?” or “Can Iship this server to the UKwithout violating exportlaws?” to “Please approve thecontent of this wireless ad”and “We want to make an eq-uity investment in anothercompany—what issues shouldwe be concerned with?”

Sanger’s favorite thing aboutbeing an in-house lawyer is,

she says, “the intellectual challenge of dealing with a widerange of legal issues and being in touch with the business.”On the flip side, the biggest challenge is staying abreastof news related to her industry. “I read four papers everyday, plus I skim the American Banker,” says Sanger, whoalso serves as secretary for the BASF Board of Directors.“There is a lot of responsibility to our customers, to thebank, to your department, and to the internal businessclient you represent. Sometimes those interests can

collide. Keeping it all straight is a challenge we all face on a daily basis.”

Yet in-house counsel like Sangerare, it turns out, pretty happylawyers. According to the Associ-ation of Corporate Counsel’sEighth Annual Chief Legal Offi-cer Survey, 85 percent of chieflegal officers and general counselfind their careers rewarding. Sur-vey results are based on responsesin late 2007 from 1,166 lawyers

LIFE OF IN-HOUSE LAWYERS

Priya Sanger and James Strother

Standing, left to right: Wells Fargo Senior Counsel Priya Sanger; Senior Company Counsel Ted Kitada; Assistant General CounselJohn Wright; and Senior Counsel Damier Xandrine. Sitting, left to right: Counsel Seta Arabian and General Counsel James Strother

All photos by Jim Block

Leslie A. Gordon

working at companies with annualrevenue ranging from less than $500million to more than $10 billion.

Seventy percent of respondents focuson corporate transactional work,while 28 percent handle complianceand 21 percent focus on board rela-tions. More than 32 percent of gen-eral counsels expect to add morein-house lawyers during the next year,which may be good news for attor-neys looking to leave law firm life.

Nicole Harris joined the commercialtransactions group in the law depart-ment at Pacific Gas and ElectricCompany more than six years ago.Each day at work is different, she says,because priorities shift based on business needs and dead-lines. “As in-house counsel, we work more closely withthe business units than outside counsel typically does,”Harris explains. “Not only do we want to provide excel-lent legal advice and service to the business units, we alsowant to be part of the team that comes up with a collab-orative way to get the work done for the company in alogical, practical manner.”

Harris, a member of the BASF Board of Directors, spendsmost of her time in the San Francisco office, but period-ically makes field visits to places such as Nevada City,Redding, Merced, and Salinas. “My practice group sup-ports a number of business units, so the types of transac-tions are equally varied from constructing a transmissionline to providing additional reliability for customers tocreating an agreement that will build buy-in among sev-eral utilities to participating in a renewable energycredit database or providing advice on stateand local political laws. Some ofthe work is of the type youmight expect, such as multi-million dollar services and procurement agreements,” Harrisexplains, “but I also support the Natu-ral Resources Management Forestryteam when it engages in forestry prac-

tices such as brush clearance and unexpected heavy-lift helicopter haz-ard removal to promote local commu-nity safety.”

For law firm lawyers who think theywant to move in-house, Harris advisesbecoming familiar with a company’sbusiness and values to make sure it’s agood fit. In-house counsel must domore than “pure legal work,” sheadds. “We are expected to bring otherstrengths and talents to the table.Sometimes we have to work throughthe legal analysis, distill it, and thenstop thinking like a lawyer to trulyadd value.”

IN-HOUSE PRO BONOOnce exclusively the domain of law firm lawyers, probono work is gaining attention among in-house attorneys.Through newly established programs that make pro bono accessible to corporate legal departments, in-house lawyers are now handling everything from landlord-tenant litigation to equity deals for low-incomeentrepreneurs.

The in-house pro bono movement was sparked at least inpart by Corporate Pro Bono, a national project of the As-sociation of Corporate Counsel and the Pro Bono Insti-tute. At the urging of several progressive chief legalofficers, Corporate Pro Bono two years ago initiated theCorporate Challenge, a voluntary statement of commit-ment to pro bono service by in-house legal departments.Challenge signatories receive free guidance and tailored

support to strengthen existing pro bono programs orstart new ones. Bank of America Corporation,

Clorox Company, Intel Corporation, and Hewlett-Packard Com-

pany are among the sixtysignatories to the Corporate

Pro Bono Challenge.

At Wells Fargo & Company, the legaldepartment’s diversity committee es-tablished a pro bono program to iden-

THE BAR ASSOCIATION OF SAN FRANCISCO SAN FRANCISCO ATTORNEY 25

Nicole Harris

26 SUMMER 2008

tify opportunities for the bank’s attorneys who are inter-ested in pro bono. The committee also helps resolve con-flicts issues, which can be especially tricky for lawyerspracticing at financial service companies. “It’s one of thepeculiarities of our business,” explains Wells Fargo GeneralCounsel and Executive Vice President James Strother. “Theareas of expertise where we add value to pro bono matters—such as bankruptcy law—are also areas we have conflicts.”

Other historic challenges to in-house pro bono work in-clude lean staffing, a lack of malpractice insurance, littlelitigation infrastructure, and the fact that corporatelawyers may not be licensed to practice in certain jurisdic-tions. To overcome some of those hurdles, Jeffrey Hyman,a lawyer at Intel Corporation, developed at his companya collaborative pro bono program that pairs in-house attorneys with lawyers at legal aid agencies and law firmsthat already have the infrastructure required for pro bono work.

According to Tiela Chalmers, executive director of BASF’sVolunteer Legal Services Program, there are compellingreasons for in-house lawyers to take on pro bono cases. Inaddition to increasing the company’s visibility as a goodcommunity citizen, handling pro bono matters can be ateam-building experience for corporate counsel and alsoenables in-house lawyers to gain practical experience.

BASF CONFERENCE’S DIVERSITY MESSAGEIn opening BASF’s Law Office Diversity, Inclusion, andRetention conference on the fortieth anniversary of Mar-tin Luther King, Jr.’s assassination, BASF President JamesDonato of Cooley Godward Kronish cited “dismal figures”related to diversity in the legal profession. Those figures,he said, represent an inadequate rate to preserve law firmdiversity, let alone improve it.

But “rather than wringing ourhands and giving up,” BASF in-stead brought together firms andclients to strategize about how todiversify the legal profession.That mission, Donato explained,is “the highest and best use of

BASF members’ time.” Defining diversity in the broadestway, he added, “We want everyone to go to an office whereequality, diversity, inclusion, and retention are matter-of-fact things. They just are.”

State Bar President Jeff Bleich of Munger Tolles & Olsonechoed Donato’s sentiment, describing the State Bar of-fice’s “portrait after portrait” of white men who haveserved as bar president. “I can’t help but think about whatthe profession lost due to narrow-mindedness and big-otry,” Bleich said. He added that the legal profession’s demographics “don’t come close to the diversity of the restof society.”

In further deliberation of these issues, BASF Diversity Director Yolanda Jackson moderated a discussion betweenWells Fargo’s Strother and Arthur Chong, general counsel of Safeco Insurance Company of America.

According to Strother, Wells Fargo became especially in-terested in diversity when it determined that its employees—everyone from branch tellers to high-level ex-ecutives—should mirror the makeup of the bank’s 30 mil-lion customers. “We need to reflect the communities we

serve,” he explained. “And you get abetter [work] product with a di-verse group of lawyers.”

Chong added that soon the majority of the country will benonwhite. As a result, “Diversityis good business; it’s not just the right thing to do,” Chong

Law firms must also invest inhigh school and college

“pipeline” projects, which encourage and support minoritystudents interested in entering

the legal profession.

said. “I can’t think of a Fortune 500 company that’s notinterested in diversity.”

Both companies insist that their outside counsel also be-come more diverse. When Chong hears pitches from lawfirms, he doesn’t just want minority lawyers as “windowdressing. We want minority lawyers actually doing thework,” he insists.

At Wells Fargo, outside-lawyer hiring statistics related todiversity are a part of the evaluation of every in-houselawyer at the bank. “We create measurements and usethem to make distinctions between people,” Strother said.“It works.”

In a later conference panel, other corporate counsel—in-cluding James Potter of Del Monte Foods, Hyun Parkfrom Pacific Gas and Electric Company, Angela Hilt ofthe Clorox Company, and Michelle Banks from the Gap,Inc.—discussed the importance of diversity at their com-panies and their outside firms.

At the Gap, for instance, the legal team signed publicpledges to improve diversity among its in-house and out-side lawyers. “My legal team works better with diverseteams,” Banks explained. “The ideas are more innovativeand more creative solutions result.”

At Del Monte, equal opportunity is “a core value,” Pottersaid, and his lawyers will work only with law firms that

share that mission. “As a profession, we are second to lastwith respect to diversity. We are the legal profession. Weshould be first.”

All of the in-house lawyers on the panel said that a lawfirm’s diversity has tipped the scale in terms of that firmreceiving work. Minority hiring, partnership, advance-ment, and retention as well as diversity committees andmentoring programs are analyzed. For smaller firms, thegeneral counsels take a flexible approach and focus espe-cially on improvement in diversity statistics. The compa-nies, according to their general counsels, want law firmsto succeed.

Minority associations and affinity groups at law firms, aswell as providing opportunities for community and profes-sional involvement, have proven to help attract and retainminority lawyers. According to the panel, law firms mustfocus on the so-called onboarding process—that is, ensur-ing that minority lawyers receive from the outset engagingwork, direct client contact, and feedback from partners.Law firms must also invest in high school and college“pipeline” projects, which encourage and support minor-ity students interested in entering the legal profession.

A former lawyer, Leslie A. Gordon is a freelance legal journal-ist living in San Francisco, not to be confused with BASF’s own Leslie Gordon. She can be reached [email protected].

“We want everyone to go to an officewhere equality, diversity, inclusion,

and retention are matter-of-fact things. They just are.”

James Donato


28 SUMMER 2008

James Strother/Wells Fargo

In the Wells Fargo & Company legal department, attorneysquickly become specialists. “Once you’ve learned bank reg-ulation, that’s a huge investment that adds a lot of value,”explains General Counsel and Executive Vice PresidentJames Strother, a former BASF board member. “We givepeople opportunities to work on big, interesting stuff, andthey develop deep expertise.”

Comprising 275 such specialists, Wells Fargo’s legal de-partment is spread over nineteen states with the largest of-fices in San Francisco, Des Moines, and Minneapolis.Attorneys are divided into twelve sections organized alongfunctional lines, such as consumer real estate, litigationand loan workouts, corporate transactions, capital mar-kets, employment, corporate-owned property, and intel-lectual property. Deputy general counsels lead teams offour or five attorneys.

Not surprisingly, Strother, who became the bank’s generalcounsel in 2003, wouldn’t discuss the legal department’sbudget, aside from saying, “It’s big.” He added, “You canextrapolate by considering what would it take to run agroup of 500 employees. Interestingly, our inside and outside budgets are similar. They’re not 50-50, but it’s notfar off.”

What may be surprising is that Strother spends more timeon legal matters than on management, becoming directlyinvolved in individual legal matters whenever senior exec-utives or the board ask him to. “If I’m not handling it [my-self ], I need to be familiar with it,” Strother explains. “Ifwe have a big litigation matter, I will stay close to it. I’minvolved in strategy and settlement. I read the pleadings.For big merger and acquisition deals, I’m in on the deci-sion on major deal issues.”

Strother has worked hard making sure his team under-stands when he needs to know details about individualmatters. “My rule of thumb? If it’s reported in the paper,I’d better know about it.”

When hiring in-house attorneys for his department,Strother says he looks specifically to fill a business need.

James Strother

“I go in in the morning and know that something’sgoing to come up that I’ve never seen before, perhaps

a real knotty problem. But I have a great team, and the job is very stimulating.”

James Strother

The average candidate has been out of law school for fourto ten years and has worked at a law firm or other corpo-ration. “I want them to go right to work, with client con-tact and responsibility,” he says.

Priya Sanger, current secretary for the BASF Board of Di-rectors, for example, became senior counselat Wells Fargo almost eight years ago.She started in retail credit and tech-nology but is now part of thestrategy and operational riskgroup, working on e-com-merce issues, joint ven-tures, corporate law, andinformation security.She also handles wire-less payment projectsand online bankingmatters. Internationalissues, which have increased during hertenure, have her work-ing frequently with counterparts in India andthe United Kingdom.

When retaining law firm lawyers,Strother says there are “two ex-tremes.” He explains, “In areas where a lotis at stake, such as big litigation or a regulatoryissue, it’s a very individualized process for that matter. Inthat case, we hire individual lawyers. Sometimes there’s arequest for proposal process, but we usually have a prettygood idea of who we’re going to hire.”

At the other extreme, though, are the smaller matters that,he says, “are important in a different way.” In those cases—usually consumer collections or bankruptcies—WellsFargo has “lots and lots of legal retentions. We identifyfirms that do good work at a very reasonable price. Welook at multiple firms and determine who’s best for theprice. It’s a wholesale process.”

To be hired in either situation, Sanger advises law firmlawyers to maximize being in the right place at the righttime so that their names become known in the legal com-

munity. “Be active in your bar association and affinitygroups. Publish articles in your area of expertise. Let peo-ple know you’re interested in being hired” by corporatecounsel, she says.

For Strother’s part, the best thing about being generalcounsel is the breadth of issues. “Wells Fargo

is a very large, very diverse corporation,with 160,000 employees and

eighty-four business lines all overthe world. The variety of is-

sues that come up is mind-boggling. But it’s a mixedblessing. I go in in themorning and know thatsomething’s going tocome up that I’ve neverseen before, perhaps areal knotty problem.But I have a great team, and the job is

very stimulating.”

The biggest challenge ofbeing general counsel,

Strother says, is that “nobodycan know enough to do the job.

You can’t be 100 percent sure you’realways right. The legal environment we’re

in is so complex and it’s getting more and more so.”

A Midwesterner who received his college and law degreesfrom the University of Minnesota, Strother lives in Pied-mont. When he’s not working, he spends time with hisfamily, including one child who just finished college andanother in high school. “I prefer that to golf,” he says.Strother and his wife keep a lake cabin in Minnesota wherethey visit during the summer.

One of Strother’s goals for his legal department is to pre-pare for what he calls demographic issues. “We have a lotof long-tenured people, attorneys who have been at WellsFargo for twenty to twenty-five years. These baby boomerlawyers will be retiring at the same time, and when thathappens a lot of experience is going to walk out the door.We’ve got some years to work on it, but I want to focus on


developing junior lawyers so they step in and don’t missa beat.”

Otherwise, though, Strother says there’s little to improveon. “The legal department is a high functioning group,”he says. “Our lawyers are very effective. It’s really a pre-mier law department—certainly for financial servicescompanies and for any corporation in America.”

Hyun Park/Pacific Gas and Electric

As senior vice president and general counsel of Pacific Gasand Electric Company, Hyun Park oversees the corpora-tion’s regulatory and securities law compliance, litigationstrategy, and significant corporate transactions. He’s servedas general counsel at two other corporations; before that hewas a corporate transactional lawyer at Latham & Watkins.

Making the choice to become a general counsel, just ayear after making partner at a law firm, was difficult forPark. “You work so hard to become a partner, and youwonder, ‘Am I giving up what I’ve earned?’” he recalls.“Looking back, what appeared to be a risky move entailednot much risk at all. I didn’t lose any skills [by leaving lawfirm life]. If anything, my skills improved. Going in-house was a great decision.”

Park’s legal department consists of eighty-six lawyers di-vided into four groups: corporate; litigation; generation,supply, and transmission; and distribution and customerservice. Like Wells Fargo’s Strother, Park wouldn’t revealhis legal department’s budget, but he did say that inside

expenses constitute slightly more than 50 percent and out-side counsel expenses are slightly less than 50.

Park gets directly involved in specific matters “if it’s of extreme importance to the company, [then] I am one ofthe primary lawyers,” he says. “I try to pick out my top-priority items and become substantively immersed inthose. It’s comparable to how a partner-in-charge wouldmanage a corporate matter. I spend less hours than other

Hyun Park

“I’m very much a fundamentalsperson, and for a golfer, the

fundamentals are grip, stance,and swing. There’s an analogy

to the legal function. The fundamental is providing great

legal service to our clients.”Hyun Park

30 SUMMER 2008


people, but I try to roll up my sleeves and get into a mat-ter in sufficient detail to understand the key risk drivers. Istay at a strategic level.”

Park says he “enjoy[s] being part of an organization with asense of mission.” Diversity, for example, is a core corporatevalue at PG&E and, as a result, last year the legal depart-ment rolled out a unique summer associate program de-signed to give regulatory experience to law students who havedemonstrated a commitment to diversity. Developed in re-sponse to law firms that bemoaned a lack of minority lawyerswith regulatory experience, the program thisyear has expanded to eight weeks.

“The company feels stronglyabout the need to achieve ex-cellence,” explains Park, whoreports directly to the CEO.“We want to take the companyto the next level, to become aleading utility. We want toprovide great customer serviceand deliver for our sharehold-ers. We have great, engagedemployees. I’m part of theteam that owns all of that. It’snot just pure legal advice.It’s immensely interest-ing and fulfilling.”

While some chief legal officers complain that legal depart-ments are viewed by executives only as a cost center, Parksays, “I don’t feel that one bit. I have an important role intrying to manage the company’s downside as efficiently aspossible. We do enhance shareholder value in corporatetransactions. If we negotiate deals well, it can translate intoshareholder value. We take very seriously the notion thatthe money we handle is not our money—it’s our share-holders’ or our customers’ money.”

One of the biggest challenges of being general counsel is,Park says, “the enormous demands on my calendar. I wantto help anybody who asks for my help, but there are onlya certain number of hours in a day.” And because the legal

department cuts across the organization, “I’m pulled in alot of different directions. Every day I have to ask, ‘Whatare my most important priorities? Where should I spendmy time?’ I need to step back and think strategically.”

Born in Korea, Park moved to Queens when he was eleven.After college, he entered graduate school in economics butsoon felt it was too theoretical so he switched to law school.When he’s not working, he spends time with his family, in-cluding a high school age son and two younger daughters.“I’m a terrible golfer, but my daughters started playing golf

when they were young. I like to take them toplay,” he says. Park also does community

work, including serving on the board ofthe San Francisco Food Bank.

When asked about his goals forthe PG&E legal department,Park replied, “I mentioned I’ma bad golfer, but I use golfanalogies a lot. I’m very much afundamentals person, and for agolfer, the fundamentals aregrip, stance, and swing. There’san analogy to the legal func-tion. The fundamental is pro-

viding great legal service toour clients. It’s not very

different from whatoutside lawyers do. At the end of the day, you need toknow your clients’ needs, do great substantive work,achieve great results, respond in a timely manner and meetdeadlines, communicate well, be clear and concise, andprovide practical solutions clients can use. Speak up whensomething’s not right. Be efficient. Work hard and put eth-ical values at the top. Strive for great teamwork. So,” heconcludes, “there will be no radical changes [to PG&E’slegal department]. I have no plan to take half our func-tion and outsource to India. We have a world-class team.We’ll just work really hard to serve our client.”

All photos by Jim Block

life of in-house lawyers - the bar association of san francisco

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