Building Up

As in-house counsels to Warner Music Group, the Jacksonville Jaguars, Habitat for Humanity 
International, and Campbell Soup, Columbia Law School graduates are adjusting to modern challenges while shepherding corporate legacies into the 21st century

By Lila Byock

Summer 2011

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In 1999, not long after Tucker McCrady ’01 abandoned a thriving acting career to enroll at Columbia Law School, an Internet service called Napster debuted. By the time McCrady graduated, Napster was already facing its demise. But during its brief life, the peer-to-peer file-sharing company sparked a global revolution in the music industry. Back then, McCrady paid little attention to things like MP3s and illegal song downloading. (As a freshly minted litigation associate, he did not have time.) But since 2006, when he joined Warner Music Group as an in-house counsel, he has spent more time thinking about those issues than all but a handful of individuals on the planet. “Piracy,” he says, “has a major and debilitating impact on our industry.” For McCrady and his legal colleagues, “trying to compete with piracy has become the background to absolutely everything we do.”

McCrady’s situation is emblematic of the larger changes facing corporate counsels in the 21st century. In-house lawyers are the first line of defense for every kind of legal problem their organizations encounter, and the explosion in intellectual property issues, coupled with staggering technological advancements and increasing globalization, make their jobs both more challenging and more essential than
ever. “The extent to which lawyers are required going forward,” McCrady says, “can
only increase.”

In olden times (also known as the 1990s), when a company like Warner sent a batch of CDs to a record store, the store would sell a certain quantity and return the rest. The business was transacted more or less on a handshake. “There weren’t really intensive legal contracts,” McCrady notes. Not so in the digital era. Now, he says, any company that wants to distribute Warner’s music online through streaming or download services needs to receive a perfect copy of everything the company produces. That changes everything.

“When you’re handing someone the keys to the lifeblood of your company on a couple of hard drives,” he says, “the agreements and the arrangements that you need to have in place are a lot more extensive. In a way, it’s created a position; it’s not just that there were physical record attorneys and now there are digital record attorneys—there were no contracts before, and now there have to be.”

Working in the music business might seem glamorous, and McCrady does enjoy perks like in-house performances by breaking artists. But he insists that the real thrill of the job is in “identifying a potential light at the end of the tunnel for the music industry,” and then figuring out how, from a technological and legal standpoint, to switch it on. “People come into our offices every week with ideas about what’s going to get consumers excited about paying for music again,” McCrady says. “In some ways, my whole job in the last few years has been trying to support businesses that have ideas about how to create new offerings that people will really like, and that will hopefully get us on a path to growth.”

Having spent five years working exclusively on digital legal affairs, McCrady was recently promoted to head Warner’s litigation department. Litigation, of course, is one weapon in the anti-piracy arsenal, but, as McCrady readily acknowledges, “it’s not going to be the [answer] by itself that solves things for us.” In other words, there needs to be a carrot on the end of the stick, and as technology and consumer behavior evolve, the music industry will be striving to keep pace.

       
Paul Vance ’73 is more concerned with Raiders than pirates. Vance is the general counsel of the Jacksonville Jaguars. He began working for the team when it was just a twinkle in the eye of wealthy shoe magnate Wayne Weaver, who enlisted Vance’s help in presenting a winning bid to be part of the NFL’s expansion in 1993. At that time, according to Vance, only a fraction of professional football teams maintained general counsels on staff. Eighteen years later, many teams—including the Jaguars—have two. And to a very large extent, Vance says, “that is due to the complications of protecting and maximizing  intellectual property.”

Vance grew up as an athlete and a sports fan in upstate New York. His hometown had a minor league baseball team, and he remembers the hand-scrawled signs local shop owners used to hang in their windows on game days to attract fans. Indeed, as recently as 20 years ago, selling ads in a game-day program may have constituted the majority of a professional sports team’s sponsorship activities. Today’s teams maintain dozens, if not hundreds, of sponsors, and it is not uncommon to see numerous different corporate logos adorning the practice facility, the stadium, and the entry gate. “Keeping track of rights granted so that we do not grant rights that are too broad or that overlap is the job of the general counsel,” Vance says.

After graduation, Vance spent more than 20 years at Cummings & Lockwood in Stamford, Conn. “In private practice,” Vance says, “you tend to work in a relatively narrow area of the law, whether it’s litigation or corporate or tax. When you become a general counsel, especially in a smaller organization like this one: The guy that was sitting in the litigation seat, the guy that was sitting in the corporate seat, and the guy that was sitting in the tax seat—that’s all one guy.” Within weeks of joining the Jaguars, Vance was negotiating sponsorship deals and employment contracts, wading through Florida health care laws, drafting a stadium construction contract, and battling a major trademark infringement suit brought by Jaguar Cars. He did not have much experience in any of these areas, he says, but a general counsel needs to be, by definition, a generalist. In Vance’s words, “It’s where the legal buck stops.”

During his first eight years with the Jaguars, his involvement with the actual game of football was limited to ensuring compliance with NFL regulations, but in 2001 Vance added a new title to his résumé: senior vice president of football operations. He is now in charge of the team’s salary cap strategy, as well as negotiations with players and their agents. In a typical week, he might pivot from drafting a naming-rights deal to meeting with a free agent in an attempt to convince the player to join the team and raise his family in Jacksonville. In other words: His work is no longer simply business. “You’re dealing with people’s lives,” Vance says. “The human side of it is very important.”


For Elizabeth Blake ’77, the human side is everything. In 2006, after running legal departments at two of America’s largest corporations, General Electric and US Airways (which she led through a Chapter 11 bankruptcy), Blake became general counsel of one of America’s largest philanthropies: Habitat for Humanity International. “Habitat attracts people who are willing to take enormous pay cuts and to work exceedingly hard,” Blake says. “They do so because they have passion for the mission.”

That mission—the construction of affordable housing for and with families in need—is pursued in 50 states and more than 80 countries, and takes in $1.3 billion a year. Blake says that her experience in the global marketplace was ideal preparation for her current position. “The fact that it’s a nonprofit doesn’t change much of the legal work,” Blake says. “We try to run as fine an organization from a compliance perspective as when I was at General Electric.”

Blake attributes the organization’s success to the fact that it is a “hand up” for those attempting to lift themselves out of poverty, as opposed to a handout. Habitat is now the number-one private home builder in the U.S., with a very low single-digit mortgage default rate and a brand valuation that rivals Starbucks. “It’s an incredible blessing to have a brand that strong,” says Blake. “However, like anybody else, you have to protect your brand.”

Habitat has come a long way since its grassroots days, when the relationship between the organization’s headquarters and its affiliates could be as informal as that between a record company and a record store. When Blake took over as general counsel, one of her first priorities was to negotiate a standard license agreement to govern the use of the Habitat trademark by its more than 1,500 U.S. partners. “Someone very aptly described it as trying to put a pre-nuptial agreement in place 20 years into a marriage,” she notes. It was a laborious, two-year process, but Blake says the provisions she helped install “allow us to work together more effectively.”

Blake spends much of her time on the road, getting a first-hand look at building sites and occasionally swinging a hammer herself. In the past year alone, she has visited Egypt, Costa Rica, Mexico, and Haiti. One of the projects she is most excited about is the construction of a mixed-use, mixed-income development just outside of Port-au-Prince, where Habitat’s role includes work on land rights for poor families resettled following the 2010 earthquake. Habitat has been active in Haiti for nearly 30 years. However, there is no reliable legal registration system in place to support land titles and transfers. To make matters worse, many of the records that did exist were destroyed when government buildings collapsed in the earthquake. “We’re going back to the very basics,” she notes. The Port-au-Prince development is a project, Blake says, that incorporates the whole range of responsibilities she grapples with as general counsel: international law, partnership arrangements, real estate development, ethics and compliance, grant writing and fundraising, regulatory issues, and construction approvals. “It’s a pleasure and a challenge,” Blake says. “And it’s very rewarding to try to make just a teeny, tiny, little bit of difference.”
 

Steve Armstrong ’90 finds that one of the best ways to make a difference in people’s lives is by improving the products that they use every day. Like millions of other Americans, Armstrong was raised on grilled cheese sandwiches and Campbell’s tomato soup. Now he serves as a guardian of that iconic American brand as an in-house counsel at Campbell’s Camden, N.J., headquarters, where he works with another Law School graduate, Campbell’s chief legal officer Ellen Oran Kaden ’77. Armstrong specializes in food safety, product labeling, and crisis management. It is the culmination of a career that has included stints as a reporter and editor at the Miami Herald, a general practice associate at Townley & Updike, and in-house counsel to Colgate-Palmolive, Unilever, and Schick-Wilkinson Sword. “Right now, I’m all foods,” Armstrong says happily.

As someone with 20 years of experience in consumer products, Armstrong is philosophical about the role of an in-house counsel in the industry today. “You’re a business lawyer, but you’re also a business person,” he says. “When you’re working in a firm, you receive things that have been filtered. I can promise you, when you’re at a business you don’t get anything that’s filtered. It just lands on your desk and you have to figure out not only what the legal question is, but ‘what kind of problem
is this?’”

Last year, Armstrong was alerted by food safety and manufacturing experts within the company that a quantity of SpaghettiOs with Meatballs may have been under processed. Despite the fact that there had been no complaints or reports of injury or illness, Armstrong and his crisis management team reacted quickly. “It was just a question of what kind of a recall we were going to execute, how quickly we were going to execute it, and what was the most effective and appropriate way of communicating that to our consumers.” Taking advantage of the speed of the 21st century news cycle, the recall was announced within hours of the time the decision was made. “We took that step in order to protect our consumers, and that’s something we’re all very proud of,” Armstrong says.

That passion for the brand-consumer symbiosis is what got Armstrong into the business to begin with. “It’s a continuous source of fascination to me to think about the personal relationships people have with the products that they choose to bring into their homes,” he says. And it’s not only American kids who are growing up on Campbell’s foods anymore. Armstrong is particularly invested in the company’s overseas campaigns, and he frequently spends his evening hours conferencing with colleagues in Asia. “It’s very interesting to be part of an effort to introduce soup
into a market like China or Russia,” he says, “and to perhaps help consumers understand new ways of consuming and enjoying soups that might make their lives
a little easier.”

Lila Byock has contributed to The New Yorker, Mother Jones, and other publications.

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Elizabeth Blake '77 travels the globe visiting building sites as general counsel at Habitat for Humanity International. 

Photographed by David Yellen