Two days stand out to Jim Baldwin in his two decades-long legal career as a corporate general counsel in Texas.
The first was in 2008, when he stood on the platform of the New York Stock Exchange to help ring the opening bell after completing a massively complex spinoff and IPO that created the publicly traded company called Dr Pepper Snapple Group.
The second came only a few months ago when Baldwin closed the merger agreement in which Keurig Green Mountain acquired Dr Pepper for $18.7 billion – a transaction that Baldwin said is transformational in the beverage industry.
This week, the Texas General Counsel Forum plans to honor Baldwin with its prestigious Magna Stella Award for “General Counsel of the Year for a Large Legal Department.”
For more than two decades, Baldwin has been a leader in the legal department of the Plano-based company, which was called Dr Pepper/Seven Up when he joined in 1997, later became Dr Pepper Snapple and is now known as Keurig Dr Pepper.
In recognizing Baldwin for its award, the GC Forum points to the multiple billion-dollar mergers and acquisitions he’s handled during his 21 years at the company, including the Keurig – Dr Pepper transaction and two nine-digit deals he’s closed during the past three months. He also has overseen a dozen high stakes lawsuits, signed major deals for naming rights to arenas and stadiums and protected the intellectual property of an ever-increasing portfolio of brands.
“Jim is more than just a skilled lawyer – he is a progressive and inspiring leader,” said Husch Blackwell partner Richard Illmer, who nominated Baldwin for the award. “Jim was the lead architect of the company’s code of conduct. Jim is a champion of diversity, promoting the hiring and retention of women and minorities. He has cultivated an environment of mutual respect where lawyers enjoy challenging work in a collaborative environment.
“Even under immense stress, Jim exudes calm and displays good humor,” Illmer said. “Jim Baldwin embodies the characteristics that the Magna Stella Award celebrates.”
Russell Newhouse, co-founder of the legal search firm Newhouse + Noblin, also nominated Baldwin for the Magna Stella Award. He said Baldwin is “beloved” by the 13 lawyers and dozen non-lawyers who work in the Keurig Dr Pepper legal department and that he is “widely respected” in the exclusive general counsel community.
“Jim has a remarkable capacity to carry a massive load across many subject areas,” said Baker Botts partner Van Beckwith, who has handled legal work for Dr Pepper for 28 years.
“Jim believes in getting to the right result,” Beckwith said. “He doesn’t cut corners and he doesn’t tolerate those who do.”
In an exclusive interview with The Texas Lawbook, Baldwin was asked to identify his best two days on the job.
“July 9th of this year when we were acquired and merged with Keurig Green Mountain Coffee to form the new Keurig Dr Pepper,” he said. “This signaled a new beginning that will transform our business and create a new disrupter in the
beverage industry.”
The deal made Keurig Dr Pepper the seventh largest food and beverage company in the U.S. with $11 billion in annual revenues, more than 25,000 employees and a market cap approaching $40 billion.
As large and complex as the Keurig – Dr Pepper transaction was, M&A experts say that Baldwin was well prepared thanks to a smaller, but even more complicated deal that he handled a decade earlier.
As general counsel for Dr Pepper Snapple Group, Baldwin was tasked with leading the spinoff of his company from its parent, a British-owned confectionery company called Cadbury Schweppes.
Cadbury – the maker of Creme Eggs and Trident gum – wanted the cash generated from Dr Pepper going public to pay off debt. But obstacles immediately surfaced.
“Remember, this was 2008 and the credit markets had disintegrated, which made it incredibly challenging to go public,” Baldwin told The Texas Lawbook. “There were so many complex and contentious issues we had to tackle.”
The newly created company had to form a board of directors and a new tax department, while also developing formal investment relationships. There were licensing agreements to sign, tax issues to resolve and intellectual property to separate and assign.
“We had to determine which assets would stay with Cadbury or go with us to Dr Pepper,” Baldwin said. “Keep in mind, I was negotiating against the general counsel of Cadbury, who was still my boss at the time. It led to some very awkward times.”
On May 5, 2008, Baldwin filed a 148-page Form 8-K with the U.S. Securities and Exchange Commission that, in 68,742 words, specified every meticulous detail of the separation agreement.
“[The 8-K] was the product of months of work leading up to that point with many days and nights spent with many lawyers and bankers down at the printer reading, editing and re-editing the separation agreements and the 8-K,” he said. “It was a huge team effort to get everything done for the spin-off.
“The spinoff took a year to complete,” he said. “The deal with a spinoff is that you are not in control until the deal is done. Then, you are suddenly in control. Truthfully, it was like a long divorce.”
The hard work paid off. Two days later, Baldwin and other Dr Pepper executives stood on the platform of the New York Stock Exchange to ring the opening bell and launch their company into the public market.
That day, May 7, was the “other best day” during his 32 year career as a business lawyer.
“That was exciting and was the beginning of being able to chart our own course as a public company,” he said.
Growing Up in Dallas
James L. Baldwin was born and raised in Dallas. His father was an ear, nose and throat doctor. His mother was a middle school teacher. His parents may have wished that their son had gone into medicine, but he chose to follow the lead of his older sister, who became a lawyer specializing in estate planning law.
“She was my inspiration,” he said. “Besides, law seemed more interesting to me.”
After receiving a college degree in English from Washington & Lee University in Virginia, Baldwin returned to Dallas to attend the SMU Dedman School of Law, which he said had a significant influence on his life.
“I loved SMU,” he said. “I really enjoyed mock trial. I liked the courtroom and logic and persuasion. I wanted to be a commercial litigator and trial lawyer. Most importantly, I met my wife at SMU.”
Baldwin graduated with his law degree in 1986. He initially joined Berman, Mitchell, Yeager & Gerber, a litigation boutique in Dallas. Only months after passing the bar exam, he got his first taste of the courtroom and he loved it. It was a two-day medical malpractice trial involving a back injury.
“I was so excited to be in court and to get to cross-examine witnesses,” he said. “I think we won the case. We represented the doctor, which made my parents very happy.”
In 1988, Baldwin moved his practice to Hutcheson & Grundy, a 75-attorney law firm based in Houston. Dr Pepper was a client of the firm. In fact, Baldwin handled a handful of litigation matters for the soft drink maker, including an antitrust dispute with the Federal Trade Commission in 1995 involving a licensing issue in San Antonio.
“Because of the case, I learned a lot about the bottling and soft drink industry,” he said.
Dr Pepper Came Calling
In 1997, an assistant general counsel position in the Dr Pepper/Seven Up legal department opened. A partner at Hutcheson recommended Baldwin for the job, which included supporting the negotiations of bottling agreements, supply chain issues and employment litigation.
“It is a significant change going in-house because you are constantly surrounded by your client,” he said. “Great things about being in-house are that you are able to go deep into a business matter and you have the very same goals as those you are representing.”
In 1998, Dr Pepper promoted Baldwin to be the general counsel of its sister company, Mott’s – famous for its applesauce – which is based in Connecticut. Mott’s, like Dr Pepper, was owned by Cadbury Schweppes.
“That was definitely a career risk, going to Motts. I had to learn a different business and move to a different part of the country,” he said. “The job taught me how to work directly with leadership.”
The risk paid off. In 2002, Dr Pepper promoted Baldwin to GC of Dr Pepper Snapple Group in Plano.
‘Shock to all of us’
But that also was the year that Baldwin and his wife, Susan, learned that their then-10-year-old daughter, Sarah, had been diagnosed with Type-1 diabetes.
“It was a shock to all of us and it immediately changed our lives,” he said.
The Baldwins are dedicated supporters of the Juvenile Diabetes Research Fund. He served on the Dallas chapter’s board of directors and as the group’s president a few years ago. Sarah, who is now 26, served as the organization’s teen-aged spokesperson for the JDRF Walk.
“Through this, we met many other families who are impacted by Type-1 Diabetes and we wanted to support medical research to find life-improving treatments for children and adults dealing with this disease,” he said.
In his interview with The Texas Lawbook, Baldwin said the role of the general counsel “changed dramatically” in the months and years following the scandals at Enron and WorldCom and the enactment of Sarbanes Oxley.
“Today’s GC must be part of the business,” said Baldwin, whose favorite drinks are Diet Dr Pepper and Original Donut Shop Coffee. “It is not enough to just be a legal advisor – GCs must provide strategic and business advice. GCs are much more deeply involved in corporate compliance and risk management. We are required to know the business and the industry and to see around the corner to foresee roadblocks.”
Then came 2008 and the biggest legal challenge of Baldwin’s career – the spinoff from Cadbury.
‘Lot of sleepless nights’
“There were a lot of sleepless nights,” he said. “The overall economic environment in 2008 was not helpful in trying to take a company public. But we had a remarkable team of lawyers that made sure we got the transaction done.”
The 2008 ringing of the opening bell was not Baldwin’s only trip to the New York Stock Exchange. He and Dr Pepper leadership were back in 2010, but this time, they had company on the NYSE platform. Musicians from the band KISS were right there with them.
The dealmaking didn’t end there.
In 2016, Baldwin led Dr Pepper’s acquisition of Bai Brands, maker of antioxidant-infused, low calorie beverages, for $1.7 billion.
While the spinoff from Cadbury seemed to take forever, Baldwin said the 2018 merger with Keurig Green Mountain, known for its single-serve coffee system, was the opposite.
“The Keurig transaction was fast-paced and required the focus of every member of the legal team,” he said. “The negotiations over some very complex and significant issues were at an accelerated pace and time frame. We went from 52 brands prior to the merger to more than 125 brands.”
Baldwin points out that 13 percent of the new company is publicly traded while the remaining 87 percent is privately held by JAB Holdings and Mondelez, which were the previous owners of Keurig.
Sean Doyle, a partner at Skadden Arps in New York who represented Keurig in the transaction, said that he had never met Baldwin before working across the table from him this year, but that he and the other lawyers were immediately impressed.
‘No gamesmanship’
“Jim was extremely pragmatic. He was not into gamesmanship at all or trying to gain advantage,” Doyle said. “Jim was a lawyer, but it was obvious from the start that he’s been in the business for a long time and he was able to guide us to the critical factors at play.
“When we were looking at the impact of the various commercial contracts, Jim knew them inside and out,” he said. “Jim explained that there were theoretical risks involved, but then he gave us five specific reasons why it was not a problem.”
The Keurig transaction closed on July 9, but Baldwin’s dealmaking activities did not.
Just weeks after the Keurig was finished, Baldwin led his new company’s $200 million acquisition of Austin-based Big Red. In September, the company dished out another $525 million to buy nutrient-enhanced water maker CORE.
M&A insiders predict Keurig Dr Pepper will be involved in more dealmaking in the near future.
“Jim is unflappable in the face of pressure,” said Keurig Dr Pepper Assistant General Counsel Art Swanson, who has worked with Baldwin for 16 years. “His biggest success has been navigating the company through transformational changes.
“He’s not an ivory tower guy,” said Swanson, who co-led the Keurig merger. “He likes to get to know his people. He likes levity in meetings and is not all business all the time. He has great judgment about when to compromise and when to stick to your position.”
Baldwin and his legal team work with a small number of go-to law firms to handle their outside legal work, including Baker Botts, Husch Blackwell, Lynn Picker Cox & Hurst, Morgan Lewis, Skadden Arps and Ackels & Ackels.
“Jim is a true bridge builder,” Beckwith said. “I’ve witnessed situations where his gracious personality was actually able to defuse a situation when many other lawyers would have inflamed the situation.
“Jim is such a good guy and such a pleasure to have as a client that you almost want to work for him for free,” Beckwith said. “But don’t tell him that.”