LIFE OF IN-HOUSE LAWYERS
Standing, left to right: Wells Fargo Senior Counsel Priya Sanger; Senior Company Counsel Ted Kitada; Assistant General Counsel
John Wright; and Senior Counsel Damier Xandrine. Sitting, left to right: Counsel Seta Arabian and General Counsel James Strother
Leslie A. Gordon
F
or Priya Sanger, senior counsel at Wells Fargo
& Company, a typical day at the office is, she says,
“actually pretty exciting.” It may go something like
this: begin the work day at 7 a.m. with a phone call
to India and throughout the day attend three or four
meetings with clients and colleagues on legal matters related to anything from mobile payments, export control,
and joint ventures to online fraud control. Sanger spends
the rest of the day responding to emails from business
units, seeking advice on issues
ranging from “What is our
blogging policy?” or “Can I
ship this server to the UK
without violating export
laws?” to “Please approve the
content of this wireless ad”
and “We want to make an equity investment in another
company—what issues should
we be concerned with?”
Sanger’s favorite thing about
being an in-house lawyer is,
she says, “the intellectual challenge of dealing with a wide
range of legal issues and being in touch with the business.”
On the flip side, the biggest challenge is staying abreast
of news related to her industry. “I read four papers every
day, plus I skim the American Banker,” says Sanger, who
also serves as secretary for the BASF Board of Directors.
“There is a lot of responsibility to our customers, to the
bank, to your department, and to the internal business
client 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 Sanger
are, it turns out, pretty happy
lawyers. According to the Association of Corporate Counsel’s
Eighth Annual Chief Legal Officer Survey, 85 percent of chief
legal officers and general counsel
find their careers rewarding. Survey results are based on responses
in late 2007 from 1,166 lawyers
Priya Sanger and James Strother
24 SUMMER 2008
All photos by Jim Block
working at companies with annual
revenue ranging from less than $500
million to more than $10 billion.
Seventy percent of respondents focus
on corporate transactional work,
while 28 percent handle compliance
and 21 percent focus on board relations. More than 32 percent of general counsels expect to add more
in-house lawyers during the next year,
which may be good news for attorneys looking to leave law firm life.
Nicole Harris joined the commercial
transactions group in the law department at Pacific Gas and Electric
Company more than six years ago. Nicole Harris
Each day at work is different, she says,
because priorities shift based on business needs and deadlines. “As in-house counsel, we work more closely with
the business units than outside counsel typically does,”
Harris explains. “Not only do we want to provide excellent legal advice and service to the business units, we also
want to be part of the team that comes up with a collaborative way to get the work done for the company in a
logical, practical manner.”
Harris, a member of the BASF Board of Directors, spends
most of her time in the San Francisco office, but periodically makes field visits to places such as Nevada City,
Redding, Merced, and Salinas. “My practice group supports a number of business units, so the types of transactions are equally varied from constructing a transmission
line to providing additional reliability for customers to
creating an agreement that will build buy-in among several utilities to participating in a renewable energy
credit database or providing advice on state
and local political laws. Some of
the work is of the type you
might expect, such as multimillion dollar services and
procurement agreements,” Harris
explains, “but I also support the Natural Resources Management Forestry
team when it engages in forestry prac-
tices such as brush clearance and
unexpected heavy-lift helicopter hazard removal to promote local community safety.”
For law firm lawyers who think they
want to move in-house, Harris advises
becoming familiar with a company’s
business and values to make sure it’s a
good fit. In-house counsel must do
more than “pure legal work,” she
adds. “We are expected to bring other
strengths and talents to the table.
Sometimes we have to work through
the legal analysis, distill it, and then
stop thinking like a lawyer to truly
add value.”
I N -H OUSE P RO B ONO
Once exclusively the domain of law firm lawyers, pro
bono 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-income
entrepreneurs.
The in-house pro bono movement was sparked at least in
part by Corporate Pro Bono, a national project of the Association of Corporate Counsel and the Pro Bono Institute. At the urging of several progressive chief legal
officers, Corporate Pro Bono two years ago initiated the
Corporate Challenge, a voluntary statement of commitment to pro bono service by in-house legal departments.
Challenge signatories receive free guidance and tailored
support to strengthen existing pro bono programs or
start new ones. Bank of America Corporation,
Clorox Company, Intel Corporation,
and Hewlett-Packard Company are among the sixty
signatories to the Corporate
Pro Bono Challenge.
At Wells Fargo & Company, the legal
department’s diversity committee established a pro bono program to iden-
THE BAR ASSOCIATION OF SAN FRANCISCO SAN FRANCISCO ATTORNEY 25
tify opportunities for the bank’s attorneys who are interested in pro bono. The committee also helps resolve conflicts issues, which can be especially tricky for lawyers
practicing at financial service companies. “It’s one of the
peculiarities of our business,” explains Wells Fargo General
Counsel and Executive Vice President James Strother. “The
areas 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 include lean staffing, a lack of malpractice insurance, little
litigation infrastructure, and the fact that corporate
lawyers may not be licensed to practice in certain jurisdictions. To overcome some of those hurdles, Jeffrey Hyman,
a lawyer at Intel Corporation, developed at his company
a collaborative pro bono program that pairs in-house
attorneys with lawyers at legal aid agencies and law firms
that already have the infrastructure required for pro
bono work.
According to Tiela Chalmers, executive director of BASF’s
Volunteer Legal Services Program, there are compelling
reasons for in-house lawyers to take on pro bono cases. In
addition to increasing the company’s visibility as a good
community citizen, handling pro bono matters can be a
team-building experience for corporate counsel and also
enables in-house lawyers to gain practical experience.
BASF C ONFERENCE ’ S D IVERSITY M ESSAGE
In opening BASF’s Law Office Diversity, Inclusion, and
Retention conference on the fortieth anniversary of Martin Luther King, Jr.’s assassination, BASF President James
Donato 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 firm
diversity, let alone improve it.
But “rather than wringing our
hands and giving up,” BASF instead brought together firms and
clients to strategize about how to
diversify the legal profession.
That mission, Donato explained,
is “the highest and best use of
26 SUMMER 2008
BASF members’ time.” Defining diversity in the broadest
way, he added, “We want everyone to go to an office where
equality, diversity, inclusion, and retention are matter-offact things. They just are.”
Law firms must also invest in
high school and college
“pipeline” projects, which
encourage and support minority
students interested in entering
the legal profession.
State Bar President Jeff Bleich of Munger Tolles & Olson
echoed Donato’s sentiment, describing the State Bar office’s “portrait after portrait” of white men who have
served as bar president. “I can’t help but think about what
the profession lost due to narrow-mindedness and bigotry,” Bleich said. He added that the legal profession’s
demographics “don’t come close to the diversity of the rest
of society.”
In further deliberation of these issues, BASF Diversity
Director Yolanda Jackson moderated a discussion between
Wells Fargo’s Strother and Arthur Chong, general
counsel of Safeco Insurance Company of America.
According to Strother, Wells Fargo became especially interested in diversity when it determined that its
employees—everyone from branch tellers to high-level executives—should mirror the makeup of the bank’s 30 million customers. “We need to reflect the communities we
serve,” he explained. “And you get a
better [work] product with a diverse group of lawyers.”
Chong added that soon the
majority of the country will be
nonwhite. As a result, “Diversity
is good business; it’s not just
the right thing to do,” Chong
said. “I can’t think of a Fortune 500 company that’s not
interested in diversity.”
Both companies insist that their outside counsel also become more diverse. When Chong hears pitches from law
firms, he doesn’t just want minority lawyers as “window
dressing. We want minority lawyers actually doing the
work,” he insists.
At Wells Fargo, outside-lawyer hiring statistics related to
diversity are a part of the evaluation of every in-house
lawyer at the bank. “We create measurements and use
them to make distinctions between people,” Strother said.
“It works.”
In a later conference panel, other corporate counsel—including James Potter of Del Monte Foods, Hyun Park
from Pacific Gas and Electric Company, Angela Hilt of
the Clorox Company, and Michelle Banks from the Gap,
Inc.—discussed the importance of diversity at their companies and their outside firms.
At the Gap, for instance, the legal team signed public
pledges to improve diversity among its in-house and outside lawyers. “My legal team works better with diverse
teams,” Banks explained. “The ideas are more innovative
and more creative solutions result.”
At Del Monte, equal opportunity is “a core value,” Potter
said, and his lawyers will work only with law firms that
share that mission. “As a profession, we are second to last
with respect to diversity. We are the legal profession. We
should be first.”
All of the in-house lawyers on the panel said that a law
firm’s diversity has tipped the scale in terms of that firm
receiving work. Minority hiring, partnership, advancement, and retention as well as diversity committees and
mentoring programs are analyzed. For smaller firms, the
general counsels take a flexible approach and focus especially on improvement in diversity statistics. The companies, according to their general counsels, want law firms
to succeed.
Minority associations and affinity groups at law firms, as
well as providing opportunities for community and professional involvement, have proven to help attract and retain
minority lawyers. According to the panel, law firms must
focus on the so-called onboarding process—that is, ensuring that minority lawyers receive from the outset engaging
work, direct client contact, and feedback from partners.
Law firms must also invest in high school and college
“pipeline” projects, which encourage and support minority students interested in entering the legal profession.
A former lawyer, Leslie A. Gordon is a freelance legal journalist living in San Francisco, not to be confused with
BASF’s own Leslie Gordon. She can be reached at
[email protected].
“We want everyone to go to an office
where equality, diversity, inclusion,
and retention are matter-of-fact things.
They just are.”
James Donato
THE BAR ASSOCIATION OF SAN FRANCISCO SAN FRANCISCO ATTORNEY 27
Comprising 275 such specialists, Wells Fargo’s legal department is spread over nineteen states with the largest offices in San Francisco, Des Moines, and Minneapolis.
Attorneys are divided into twelve sections organized along
functional lines, such as consumer real estate, litigation
and loan workouts, corporate transactions, capital markets, employment, corporate-owned property, and intellectual property. Deputy general counsels lead teams of
four or five attorneys.
Not surprisingly, Strother, who became the bank’s general
counsel in 2003, wouldn’t discuss the legal department’s
budget, aside from saying, “It’s big.” He added, “You can
extrapolate by considering what would it take to run a
group of 500 employees. Interestingly, our inside and
outside budgets are similar. They’re not 50-50, but it’s not
far off.”
James Strother
What may be surprising is that Strother spends more time
on legal matters than on management, becoming directly
involved in individual legal matters whenever senior executives or the board ask him to. “If I’m not handling it [myself ], I need to be familiar with it,” Strother explains. “If
we have a big litigation matter, I will stay close to it. I’m
involved in strategy and settlement. I read the pleadings.
For big merger and acquisition deals, I’m in on the decision on major deal issues.”
Strother has worked hard making sure his team understands when he needs to know details about individual
matters. “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/Wells Fargo
In the Wells Fargo & Company legal department, attorneys
quickly become specialists. “Once you’ve learned bank regulation, that’s a huge investment that adds a lot of value,”
explains General Counsel and Executive Vice President
James Strother, a former BASF board member. “We give
people opportunities to work on big, interesting stuff, and
they develop deep expertise.”
“I go in in the morning
and know that something’s
going 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
28 SUMMER 2008
The average candidate has been out of law school for four
to ten years and has worked at a law firm or other corporation. “I want them to go right to work, with client contact and responsibility,” he says.
munity. “Be active in your bar association and affinity
groups. Publish articles in your area of expertise. Let people know you’re interested in being hired” by corporate
counsel, she says.
Priya Sanger, current secretary for the BASF Board of Directors, for example, became senior counsel
at Wells Fargo almost eight years ago.
She started in retail credit and technology but is now part of the
strategy and operational risk
group, working on e-commerce issues, joint ventures, corporate law, and
information security.
She also handles wireless payment projects
and online banking
matters. International
issues, which have
increased during her
tenure, have her working frequently with
counterparts in India and
the United Kingdom.
For Strother’s part, the best thing about being general
counsel is the breadth of issues. “Wells Fargo
is a very large, very diverse corporation,
with 160,000 employees and
eighty-four business lines all over
the world. The variety of issues that come up is mindboggling. But it’s a mixed
blessing. I go in in the
morning and know that
something’s going 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.”
When retaining law firm lawyers,
Strother says there are “two extremes.” He explains, “In areas where a lot
is at stake, such as big litigation or a regulatory
issue, it’s a very individualized process for that matter. In
that case, we hire individual lawyers. Sometimes there’s a
request for proposal process, but we usually have a pretty
good 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—Wells
Fargo has “lots and lots of legal retentions. We identify
firms that do good work at a very reasonable price. We
look at multiple firms and determine who’s best for the
price. It’s a wholesale process.”
To be hired in either situation, Sanger advises law firm
lawyers to maximize being in the right place at the right
time so that their names become known in the legal com-
The biggest challenge of
being general counsel,
Strother says, is that “nobody
can know enough to do the job.
You can’t be 100 percent sure you’re
always 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 degrees
from the University of Minnesota, Strother lives in Piedmont. When he’s not working, he spends time with his
family, including one child who just finished college and
another in high school. “I prefer that to golf,” he says.
Strother and his wife keep a lake cabin in Minnesota where
they visit during the summer.
One of Strother’s goals for his legal department is to prepare for what he calls demographic issues. “We have a lot
of long-tenured people, attorneys who have been at Wells
Fargo for twenty to twenty-five years. These baby boomer
lawyers will be retiring at the same time, and when that
happens 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
THE BAR ASSOCIATION OF SAN FRANCISCO SAN FRANCISCO ATTORNEY 29
developing junior lawyers so they step in and don’t miss
a beat.”
Otherwise, though, Strother says there’s little to improve
on. “The legal department is a high functioning group,”
he says. “Our lawyers are very effective. It’s really a premier law department—certainly for financial services
companies and for any corporation in America.”
Hyun Park/Pacific Gas and Electric
As senior vice president and general counsel of Pacific Gas
and Electric Company, Hyun Park oversees the corporation’s regulatory and securities law compliance, litigation
strategy, and significant corporate transactions. He’s served
as general counsel at two other corporations; before that he
was a corporate transactional lawyer at Latham & Watkins.
Making the choice to become a general counsel, just a
year after making partner at a law firm, was difficult for
Park. “You work so hard to become a partner, and you
wonder, ‘Am I giving up what I’ve earned?’” he recalls.
“Looking back, what appeared to be a risky move entailed
not much risk at all. I didn’t lose any skills [by leaving law
firm life]. If anything, my skills improved. Going inhouse was a great decision.”
Hyun Park
Park’s legal department consists of eighty-six lawyers divided into four groups: corporate; litigation; generation,
supply, and transmission; and distribution and customer
service. Like Wells Fargo’s Strother, Park wouldn’t reveal
his legal department’s budget, but he did say that inside
“I’m very much a fundamentals
person, 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
expenses constitute slightly more than 50 percent and outside 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 of
the primary lawyers,” he says. “I try to pick out my toppriority items and become substantively immersed in
those. It’s comparable to how a partner-in-charge would
manage a corporate matter. I spend less hours than other
people, but I try to roll up my sleeves and get into a matter in sufficient detail to understand the key risk drivers. I
stay at a strategic level.”
Park says he “enjoy[s] being part of an organization with a
sense of mission.” Diversity, for example, is a core corporate
value at PG&E and, as a result, last year the legal department rolled out a unique summer associate program designed to give regulatory experience to law students who have
demonstrated a commitment to diversity. Developed in response to law firms that bemoaned a lack of minority lawyers
with regulatory experience, the program this
year has expanded to eight weeks.
“The company feels strongly
about the need to achieve excellence,” explains Park, who
reports directly to the CEO.
“We want to take the company
to the next level, to become a
leading utility. We want to
provide great customer service
and deliver for our shareholders. We have great, engaged
employees. I’m part of the
team that owns all of that. It’s
not just pure legal advice.
It’s immensely interesting and fulfilling.”
While some chief legal officers complain that legal departments are viewed by executives only as a cost center, Park
says, “I don’t feel that one bit. I have an important role in
trying to manage the company’s downside as efficiently as
possible. We do enhance shareholder value in corporate
transactions. If we negotiate deals well, it can translate into
shareholder value. We take very seriously the notion that
the money we handle is not our money—it’s our shareholders’ or our customers’ money.”
One of the biggest challenges of being general counsel is,
Park says, “the enormous demands on my calendar. I want
to help anybody who asks for my help, but there are only
a certain number of hours in a day.” And because the legal
department cuts across the organization, “I’m pulled in a
lot of different directions. Every day I have to ask, ‘What
are my most important priorities? Where should I spend
my 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 but
soon felt it was too theoretical so he switched to law school.
When he’s not working, he spends time with his family, including 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 to
play,” he says. Park also does community
work, including serving on the board of
the San Francisco Food Bank.
When asked about his goals for
the PG&E legal department,
Park replied, “I mentioned I’m
a bad golfer, but I use golf
analogies a lot. I’m very much a
fundamentals person, 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. It’s not very
different from what
outside lawyers do. At the end of the day, you need to
know your clients’ needs, do great substantive work,
achieve great results, respond in a timely manner and meet
deadlines, communicate well, be clear and concise, and
provide practical solutions clients can use. Speak up when
something’s not right. Be efficient. Work hard and put ethical values at the top. Strive for great teamwork. So,” he
concludes, “there will be no radical changes [to PG&E’s
legal department]. I have no plan to take half our function 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
THE BAR ASSOCIATION OF SAN FRANCISCO SAN FRANCISCO ATTORNEY 31