During the past two decades, a handful of general counsel redefined the role of the chief legal officer at Texas companies. There was Charles Matthews at Exxon Mobil, Cathy Lamboley at Shell, Gary Kennedy at American Airlines and Wayne Watts at AT&T.
But these legal giants agree that there was a corporate lawyer who revolutionized the office of the general counsel and who paved the way for them:
Gil Friedlander.For more than 13 years, Friedlander led the legal department at Plano-based Electronic Data Systems. He masterminded some of the largest and most complex corporate transactions in Texas history. He showed that the general counsel was a critical strategic position within the business – not just a lawyer. And he championed diversity within the legal profession long before the cause was popular.
Friedlander played a critical role in the firing of two CEOs – his bosses – at the direction of the EDS corporate board.
“Helping get rid of your boss, especially when you like him, is not nearly as enjoyable as most people might think,” he told The Texas Lawbook.
The Dallas-Fort Worth Chapter of the Association of Corporate Counsel and The Lawbook named Friedlander the first ever recipient of the Outstanding Corporate Counsel Lifetime Achievement Award.
“This is a huge honor – I am deeply gratified and humbled,” he says.
The ACC-DFW will present Friedlander, who is now senior counsel at Sidley Austin in Dallas, with the Lifetime Achievement Award at the official Outstanding Corporate Counsel Awards event Jan. 25 at the Bush Institute.
Legal experts say that Friedlander’s most important contribution was being one of the first general counsel to convince corporate executives that their legal departments should be viewed with respect and were an important component of the business operation.
Former American Airlines GC Gary Kennedy met with Friedlander 15 years ago when he was promoted to lead the airline’s legal department.
“I remember asking Gil the key to success as general counsel and he told me it was pretty simple: always do what’s right and that everything else will take care of itself,” says Kennedy, who is now on the board of investment management firm Pimco. “It ended up being great advice.
“Beyond his legal skills, Gil is one heck of a nice guy and treats everyone with respect and dignity,” Kennedy says. “In the mountains of Colorado, I also learned that Gil is pretty handy with a fly rod.”
Born in Hazleton, PA, Friedlander considered becoming a dentist, but realized that he hated using tools and chose to go to law school at the University of Texas instead.
“Law school taught me critical thinking,” he says.
Friedlander practiced law for two years at Dewey Ballantine in New York and then joined Hewett, Johnson, Swanson & Barbee in Dallas in 1974.
In 1987, Friedlander represented the Thompson family, who were the controlling shareholders in The Southland Corporation, in what was at the time the largest transaction taking a public company private. The extremely complex leveraged buyout, which included the 7-Eleven Stores brand, was made even more complicated when the stock market crashed in October 1987 in the middle of the transaction.
Four years later, EDS officials offered Friedlander the job of general counsel. During his first five years on the job, EDS negotiated and completed an unprecedented $3.2 billion IT contract with Xerox, purchased New Zealand’s Databank Systems for $100 million and he guided the $500 million acquisition of A.T. Kearney, the world’s fourth largest management consulting firm.
“Being the GC of a large corporation is a 24-hour-a-day, seven-day-a-week job,” he says. “There were always complex legal and business decisions that needed to be made.”
General Motors bought Ross Perot’s EDS in 1984 for $2.5 billion. As a subsidiary of GM, EDS revenues exploded over the next 10 years. The company’s value skyrocketed to $21 billion by 1994.
In 1995, Friedlander led the mother of all complex corporate transactions. He engineered the “split-off” of EDS from General Motors – not to be confused with a “spin-off.” In a “split-off,” a company distributes existing shares to stockholders instead of exchanging them for new shares in the subsidiary. The transaction was valued at $25 billion.
“The more complex the transaction, the more fun it is,” he says.
In the months that followed, Friedlander oversaw numerous billion-dollar contract agreements, including one with the U.S. Navy, which wanted EDS to revamp its entire IT system.
“My biggest accomplishment at EDS was increasing the level of respect that the executives had for lawyers,” Friedlander says. “Lawyers were not regarded highly and were viewed as obstacles. I worked for years to develop relationships with the business unit executives to get them to embrace the lawyers and realize that they were there to help them evaluate and understand risk, and that they should be included as a valued member of their deal teams.
Friedlander retired from EDS in 2004 and joined Weil, Gotshal & Manges as a partner, where he was involved in several major mergers, including representing Chuck E. Cheese in its $1.3 billion sale to Apollo Management in January 2014.
In October 2014, he joined Sidley Austin’s office in Dallas. While his practice still includes handling corporate transactions, he now focuses primarily on internal investigations regarding various problems or events that arise in public companies, as well as corporate governance matters.
“The practice of law has changed greatly – and not always for the better,” he says. “Law has become less personal, primarily as a result of the impact of technology on the practice. Relationships are fading. Clients almost never sit down with their counsel and the other side to negotiate a transaction efficiently.
“The historical personal relationship between clients and lawyers has suffered,” he says. “Many times, you never meet opposing counsel and sometimes you don’t even meet your own client.
“As a result, practicing law is not nearly as much fun as it used to be,” Friedlander says.
Editor’s Note: In 2017, The Texas Lawbook published an in-depth profile of Gil Friedlander as part of its Lions of the Texas Bar project. The full article can be read here.