Exclusive – GC Forum Names Corporate In-House Lawyers of the Year

© 2016 The Texas Lawbook.

By Mark Curriden

SAN ANTONIO (Nov. 7) – The General Counsel Forum has awarded its prestigious Magna Stella Awards, recognizing the successes and accomplishments of corporate in-house counsel in the legal departments at American Air Liquide, Dell, Marathon Oil, Parkland Hospital, Total Petrochemicals, Waste Management and Vinmar Group.

The general counsel and their top deputies were honored for specific projects they handled, including a $67 billion tech acquisition, multiple bet-the-company class-action lawsuits, a $13 billion international petrochemical merger and a federal Medicaid investigation that threatened one of the Texas’ largest and most important hospitals.

About 200 members of the GC Forum attended the two-day conference in San Antonio, which featured General Motors GC Craig Glidden, former General Electric GC Ben Heineman, former DuPont GC Tom Sager and U.S. District Court Chief Judge Lee Rosenthal of the Southern District of Texas.

But the highlight of the conference was the Magna Stella Awards dinner Thursday night. The GC Forum honored general counsel in seven categories.

“We had some amazing nominees this year,” GC Forum CEO Lynn Bozalis told the 300-plus lawyers attending the dinner. “The finalists demonstrate some of the extraordinary legal work being done by Texas general counsel and their corporate legal departments.”

The GC Forum awarded its Magna Stella Award for Solo General Counsel to Vinmar Group executive vice president and chief legal officer Mark S. Antonvich.

Houston-based Vinmar Group is a $6 billion international plastics, chemicals and fuels company.

During the past year, Antonvich has been at the forefront of at least four major corporate transactions: the acquisition of an equity interest and off-take agreements in a $7 billion petrochemical project in Egypt; the purchase of an equity interest and bio-based off-take agreements in Canada and Europe; the acquisition of an equity interest and off-take agreement for polysilicon in Malaysia; and a deal to buy plastic distribution businesses in Australia and Brazil.

“Mark’s businesses conduct sales in some of the most exotic locations in the world, which, from a compliance perspective, creates enormous pressures and obstacles,” the GC Forum stated in its recognition of Antonvich. “He faces these challenges head-on, addressing them through implementation of a global legal compliance program with strong FCPA, anti-boycott and export control emphasis.”

Prior to joining Vinmar, Antonvich was executive vice president and general counsel of Hexicon Specialty Chemicals and senior vice president and general counsel of Resolution Performance Products.

Antonvich served on the GC Forum’s state-wide board and currently serves on the board of the Houston chapter. He also sits on the Board of Directors of Bellhaven Copper & Gold, a Canadian-listed exploration company exploring for gold and copper in Colombia.

The Magna Stella Award for Non-Profit and Government Agency went to Parkland Health & Hospital System executive vice president and general counsel Paul S. Leslie.

Dallas-based Parkland faced a series of state and federal investigations concerning various clinical and financial practices prior to Leslie taking the position of GC in October 2010. The U.S. Center for Medicaid and Medicare conducted a comprehensive review and concluded that Parkland was out of compliance.

Leslie, who received his law degree from St. Mary’s University, successfully navigated the hospital through this very crucial period, negotiating and implementing a “Corrective Plan of Action” with 499 separate action items. Things are looking much better these days as Parkland was recently ranked by the prestigious Leapfrog Group as one of the top hospitals based on performance in patient safety and quality.

Parkland treats more than one million patients annually and is the largest caregiver for the uninsured in Dallas County. It is one of only four acute-care hospitals in Dallas and is the “safety net” hospital for the entire Dallas region. Leslie’s time at Parkland started as the Affordable Care Act was being implemented. The Parkland officials turned to Leslie to lead the hospital through all the regulatory and policy changes that impacted American health care.

Leslie was a partner at Dallas-based Taber Estes Thorn & Carr before joining Parkland.

“Paul’s efforts with respect to Parkland’s regulatory and compliance issues have not just been reactive,” according to the GC Forum nomination. “While dealing with a barrage of CMS enforcement measures and negative media attention, Paul proactively managed to complete other vital initiatives that have enabled the legal department to maximize Parkland’s compliance and administrative capabilities.”

The GC Forum’s award for Major Transaction went to American Air Liquide Holdings Senior Vice President and Chief Legal Officer Kevin Feeney.

A 1990 graduate of the University of Texas School of Law, Feeney worked for five years as a litigation associate at Beirne Maynard in Houston. In 1995, American Air Liquide hired Fenney to lead its in-house litigation section. He was promoted to general counsel in May 2004.

In November 2015, Feeney presided over the world’s largest merger and acquisition of an industrial gas supplier. He led the Air Liquide team in its industry-transforming $13.4 billion purchase of Airgas, which closed in May 2016.

“The high-profile nature of transactions like the Airgas acquisition, where the transaction documents and background of the negotiations eventually become public, leaves little room for error,” the GC Forum states in Feeney’s nomination. “On top of this pressure, approximately five years ago, Airgas had successfully fended off a hostile acquisition proposal after a long, drawn-out and contentious back and forth over more than a year.

“Despite the high stakes and the added public scrutiny, Kevin was unflappable in his commitment to Air Liquide’s objectives for the deal and possessed a steadiness under pressure that was an invaluable asset to the Air Liquide team,” GC Forum states.

The Magna Stella Award for Small Legal Department went to Elizabeth Matthews, who is vice president and general counsel at Houston-based Total Petrochemicals & Refining USA.

A 1995 graduate of Harvard Law School, Matthews was a lawyer in the labor and employment law section at Akin Gump for four years. Chevron hired Matthews in 2002, where she worked her way up to be senior counsel over global drilling and completions. In October 2013, Total made Matthews its general counsel, where she now directs a team of 20 legal professionals.

During the past year, Matthews managed the legal support for Total’s biggest project, which was the construction of a $1.6 billion ethane cracker. She also managed more than 100 active litigation matters with potential liability of approximately $100 million.

Matthews reorganized the legal department to more closelyalign the attorneys with the business clients they support.

“Since taking the general counsel position, Elizabeth [has overseen] the implementation of an e-invoicing system to permit better and more efficient management of outside counsel expenditures, and she reduced Total’s IP spend by two-thirds by bringing the IP work in-house,” the GC Forum states in its nomination of Matthews.

“Elizabeth also created a mentoring program for new lawyers and other legal professionals by creating a ‘swap’ with the European legal department to create expat opportunities for attorneys in Europe and in the U.S.,” the GC Forum states. “One nominator described her as ‘building a world class legal department at Total. She is smart, practical and a strong leader… Total is lucky to have her.’”

In the category of Major Litigation, the GC Forum awarded its Magna Stella to former Marathon Oil Deputy General Counsel and Chief Compliance Officer Kevin M. McDonald.

A 1992 graduate of the University of Texas School of Law, McDonald was a lawyer at the law firm formerly known as Fulbright & Jaworski for nine years. In 2002, Valero Energy hired him to be its managing counsel over litigation. Two years later, Anadarko Petroleum lured McDonald to be its assistant general counsel over litigation. Cooper Industries named McDonald its general counsel in 2006. In 2012, he joined the legal department at Marathon Oil.

During his tenure managing Marathon’s litigation team, McDonald addressed key risks and dramatically improved the handling of disputes. Despite a 33 percent increase in new matters during 2015, McDonald’s team increased the number of closed files for the year by 47 percent and reduced total outside counsel spend by 29 percent from the prior year.

McDonald prioritized pursuing affirmative recoveries, resulting in collection of over $6.5 million in 2015 – an amount that basically covered Marathon’s outside counsel spend on litigation for that year. Noteworthy is the fact that current efforts for affirmative recoveries are trending toward a significant increase for 2016.

“The outcome of litigation and disputes impacts Marathon’s businesses far beyond the courtroom and balance sheet. While the financial impact of litigation is obviously important, the results of some disputes can impact an oil and gas company’s operating model,” the GC Forum summary states.

There is no better demonstration of McDonald’s abilities than how he handled the litigation arising from the headline grabbing Lac Megantic Canadian train derailment, which resulted in an explosion that destroyed a substantial portion of a community and resulted in 47 tragic fatalities.

“Kevin’s team orchestrated a ‘producer’ settlement early in the process saving millions in fees, avoiding high profile class actions in Canada and the U.S. and multiple U.S. [wrongful death] cases, mitigating tens of millions in potential liability exposure and minimizing unflattering publicity,” the GC Forum states.

“Ultimately, with Kevin’s leadership, Marathon successfully persuaded other key producer defendants to reach settlement terms for a global solution” and avoid protracted litigation, the GC Forum states.

This month, McDonald joined the Keane Group as its general counsel and executive vice president.

The GC Forum honored Dell General Counsel and Secretary Richard Rothberg with its Magna Stella Award for Large Legal Department.

Rothberg, who received his law degree from Columbia University in 1988, oversees the global legal and security departments and manages government affairs and compliance and ethics for Dell. After more than seven years as a lawyer in the corporate legal department at Caterpillar, Rothberg joined Dell in December 1999 as vice president of legal for the company’s operations in Europe, the Middle East and Africa.

Dell promoted Rothberg to general counsel in November 2013. Many of his most important legal matters at Dell involved high-profile acquisitions or divestitures.

Rothberg led the landmark transaction in which Dell’s management-led $25 billion buyout in 2013 took the tech company private. Three months ago, Dell closed its $67 billion acquisition of computer storage corporation EMC Corporation – a deal that Rothberg also led.

“The integration activities related to the merger were particularly challenging in terms of time, distraction to the team and retention. Rich and his team also handled a string of divestitures that followed to help fund the acquisition of EMC,” the GC Forum summary states.

Rothberg led Dell’s sale of Dell Services, its information technology services unit, to NTT Data of Japan for $3 billion. Then, Dell sold its software business unit consisting of Quest Software and SonicWALL to a pair of investment firms for $2 billion in June 2016.

The Magna Stella Award for Outstanding Assistant General Counsel went to Steven Morgan, who is Assistant General Counsel and Chief Compliance Officer for Houston-based Waste Management, which is one of the largest waste and environmental services companies within North America.

A 1979 law graduate of Vanderbilt University, Morgan was a partner at Akin Gump where he represented clients in all areas of environmental law. He joined Waste Management in 2000 as assistant GC. He added the title of chief corporate compliance officer in 2013. The legal department has about 30 lawyers.

Morgan manages a large litigation and regulatory docket. He is known to have an innate ability to always be able to balance the needs of the company, while remaining cognizant and protective of the rights of all employees during the course of any legal matter within Waste Management.

“Steve takes a hands-on approach to preparing and supporting outside counsel and inside managers for Waste Management’s most serious environmental litigation. He rolls up his sleeves and works hard right alongside the junior associates on his trial team,” the GC Forum summary states. “He not only provides great case management and strategy development, he also takes on the toughest technical issues and witnesses in a case.”

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