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Keeping House

Keeping House: General Counsels Protect the Brand

Like Mr. Ji, many Columbia Law associates stay on and become partners. Others find that their education and experience have prepared them to work for corpo-rations, where in the office of the counsel their work touches on numerous areas of law. Columbia's general counsels work in the finance, computer software, biotechnology, and education industries, among many others. Increasingly called on to be generalists in the field, these lawyers draw upon an unparalleled legal education to wade the often murky legal waters.

Protecting the Reputation

With an undergraduate degree in business and an MBA earned before he entered law school, a career in corporate law seemed inevitable for George Madison '80. As a partner at Mayer, Brown for eight years, he helped set up the firm's branch office in New York—an entrepreneurial experience that cemented his interest in becoming a general counsel.

"Early on in practice, I [was attracted to] what the clients were doing," he says. "But I enjoyed the advisory aspects, problem-solving, and the intellectual rigor of practicing law. So I realized the best client job was that of general counsel or chief executive."

Today, as general counsel for financial-services giant TIAA-CREF—which operates as a not-for-profit issuer of securities, an insurance company, a lender, and a real estate holder—Mr. Madison deals with a broad spectrum of issues, from personnel matters to bank robberies and slip-and-fall cases. He manages a team of 250 people in the compliance and legal departments in New York, Charlotte, Denver, and St. Louis. One of his most critical responsibilities is preserving the integrity and character of the company.

"There's a tremendous amount of exposure if there are any gaps on the regulatory or compliance side," he explains. "Whether or not the government thinks you're a good corporate citizen can seriously affect your reputation."

Critical Judgment

International diplomat, enforcer, defender, and business strategist are just a few of the roles Brad Smith '84 plays as general counsel at Microsoft Corporation, where he oversees a legal and corporate affairs department of 850 people.

"There's never a dull moment," he says.

Mr. Smith is responsible for Microsoft's implementation of the consent decree established in 2001 with the Department of Justice and state attorneys general, to resolve a number of antitrust contro-versies against the company.

Microsoft files several thousand law-suits in more than 90 countries every year to protect its products from piracy and counterfeiting, and it files 3,000 patent applications each year in the United States alone.

"As technology has evolved and become widespread, we've seen the law adapt to technology," he explains. "It's a fluid process. As lawyers, we not only advise on where the law is now, but we also predict and help shape where it is going…. It's one of the most interesting parts of my job, and it connects the company with society at large."

Companies rely on a general counsel's judgment as much as or more than his or her knowledge, says Mr. Smith.

"A general counsel must ask the right questions and remain thoughtful and rational, even when the rest of the world is irrational."

Maintaining a Company's Obligations

Mitsubishi International Corporation's legal department—with only six attorneys—may be small, but the scope of responsibilities overseen by James Brumm '68 is broad. He travels some 140 days a year, mainly from his office in New York, to Europe, China, Canada, and parent company Mitsubishi Corporation's offices in Tokyo.

The first American to be named to the board of directors of Mitsubishi Corporation, Mr. Brumm has been with the company since 1977. Beyond legal matters, his job as general counsel encompasses environmental and social responsibility issues, as well as external affairs and public relations. In addition, he serves as president of Mitsubishi International Corporation Foundation, which supports environmental protection and sustainability, human rights, and poverty alleviation.

"As counselor to the company, there's a large non-legal component relating to the company's obligation to society and the environment," he notes. "You have to develop an approach that asks, ‘What is your responsibility as a corporation, not just your legal liability'."

Understanding True Compliance

With financial-services providers under increased scrutiny everywhere, Esta Stecher '82 and her team of 200 attorneys—located in 11 offices around the globe—have their work cut out for them. As executive vice president and general counsel for The Goldman Sachs Group, Inc., she spends a large portion of her waking hours—"and probably some sleeping ones," she says—focusing on legal and ethical obligations.

"Our industry is highly regulated, but ethics encompasses much more than strict compliance with the law," says Ms. Stecher. "It includes things like fairness and honesty—even when the disclosure may be embarrassing or costly to one's self." It also involves "good faith in business dealings and the discipline not to exploit an unfair commercial advantage even when this can be done with legal impunity."

Among newly implemented laws with significant implications for Goldman Sachs are securities reform legislation, anti-money-laundering legislation and regulations, and the Sarbanes-Oxley Act, she notes.

"All of our lawyers are integrated with and understand the priorities of the businesses we serve," she adds.