Diane Greene and her legal team at GSFSGroup faced a monumental task: Develop and complete a massive transformational partnership agreement regarding vehicle protection product that required the approval of 23 state regulatory authorities and 15 consumer finance lenders — and all within a severely restricted time frame.
The 81-day schedule — from Oct. 11 to Dec. 31 — was established by Houston-based GSFSGroup and Triton Automotive Group, a 130-dealer services firm headquartered in Indianapolis. It left no room for disruptions, errors or delays to get 1,019 individual contracts across 31 states approved and available for use.
The agreement, the largest and most important in the history of GSFSGroup — also known as Gulf States Financial Services — added $165 million to its revenue stream and grew its product volume 28 percent.
“Navigating the necessary tasks within the aggressive timeline was the overriding challenge and complexity of the project,” said GSFSGroup President Guy Koenig. “Failure to meet the launch date would have resulted in reputational risk. If we failed to deliver, the Triton dealers may have been left with no products to sell.”
There were, of course, disruptions. Financial lenders unexpectedly changed their minimum business requirements. Highly questionable contract changes were demanded. One group of auto dealers wanted to be compensated differently from the others. On top of that, Triton lost two of its top negotiators at the end of October.
“We were almost at the end of the negotiations when the CEO and general counsel left Triton,” said Greene, who is GSFSGroup’s chief legal officer. “The turmoil caused delays in our receiving responses and direction from their management team, along with unexpected changes in direction from the original scope of the project. Our team also had to bring the new Triton counsel up to speed on the transaction as well as the nuances of the industry.”
But Greene and her two deputies, GSFSGroup senior counsels Joe Fagan and Rob Schmidlin, got the agreements finished, the contracts completed and the regulatory approvals completed in the days leading up to New Year’s Eve 2021.
The legal work by the GSFSGroup team, which includes nearly a dozen legal assistants and regulatory compliance specialists, was so impressive that the Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook have named the complex agreement one of two finalists for the 2022 Houston Corporate Counsel Award for Transaction of the Year.
ACC Houston and The Lawbook are honoring the finalists and announcing the winners at the annual awards ceremony being held Thursday, May 19, at the Four Seasons Hotel in downtown Houston.
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“The Jan. 3 launch date was the deadline from which all of the deadlines were derived,” Greene said. “In order for the products to launch on that day, our team had to get them through drafting and the regulatory and lender filing process. The volume of filings, the typical time to approval and the compressed time schedule was the overriding stressor on the team.
“There was never a doubt in the skill level of the legal team to cause any concern,” she said. “It was all of the unknowns and the tasks we needed completed by third parties over which we had little to no control over that was the source of stress. But we did it by working together and pulled off what we probably thought was impossible in the beginning.”
Greene and Koenig also praise the work of their outside counsel who played critical roles.
New Orleans-based McGlinchey Stafford provides transactional, compliance and litigation counsel to GSFSGroup. The company turns to Locke Lord for its corporate, tax and lobbying work. And GSFSGroup uses Foley & Lardner for government regulatory and insurance legal needs.
Each of these law firms have 25 years’ experience in representing GSFSGroup.
Kim Yelkin, who is managing partner of Foley’s Austin office, said she was impressed with Greene’s “command of the myriad of issues related to the transaction and deft management of the process to close the transaction quickly.”
“Diane is a dynamo,” said Yelkin, who worked on the regulatory side of the transaction. “Diane’s decision to be proactive with the regulators was a decisive move which helped overcome hurdles to make the transaction get over the finish line.”
Al Bottalico, a nonlawyer insurance specialist at Locke Lord who worked with GSFSGroup on the project, said the Triton project was “a rollout of a new national program.”
“It can be very frustrating working with the different sets of regulatory requirements in various states, especially when trying to roll out a national program,” Bottalico said. “Diane and her team were engaged and were willing to really understand the regulator’s perspective, despite some very confusing information they were told by the regulatory staff.
“Ultimately, [through] the professional approach of working through the issues by attending meetings with senior management and senior regulatory staff, the company was able to determine exactly what was needed and make the necessary filings in order to meet the regulatory requirements,” he said.
Greene, who has been a lawyer with GSFSGroup since 1997, said she was a “player coach” in the Triton transaction.
“Carrying that analogy through, I ran some plays myself, such as the key transaction agreements, but other times I coached and concentrated on interacting with the ‘coaches’ from each of the other business teams and Triton,” she said.
Greene described Fagan as the quarterback on the project with Schmidlin “subbing in when needed” and “playing defense by keeping all the other legal department activities going.”
“We couldn’t drop all our responsibilities to make this happen,” she said. “I’ve worked a number of projects during my time as a lawyer, but the way this involved the whole team with each person playing an important role was pretty amazing. I have a talented team who goes the extra mile in what they do.”
High School Mock Trial Win
Greene’s early childhood was spent in Philadelphia, where her mother was a hospital nurse and her father was a CPA at Getty Oil. When her dad went to work for Texaco, the family moved to Tulsa, Oklahoma, where Greene went to high school and college.
The idea of becoming a lawyer arose in high school when her sophomore government teacher assigned Greene to be a defense lawyer in a mock criminal trial.
“Basically, I had an awful case as the defendant confessed upon her arrest,” she said. “My only chance of winning was out-researching the prosecutor. I managed to get a bunch of evidence excluded and made the case for reasonable doubt and ended up winning the case.”
“Afterwards, my teacher suggested I consider a career in law,” she said. “He found an internship for me with a criminal judge in Tulsa, and from that point forward my path was set.”
Four years later, Greene worked with several other student leaders at Oklahoma State University, where she majored in business administration, in an effort “to keep the last all-women’s traditional residence hall where I lived open.”
University administrators challenged Greene and the others to find a funding solution to the problem and not just use their voices to protest.
“Through interviews and investigation, I was able to find a little-known account that could be used to fund the upkeep of the hall,” she said. “We proposed a solution, developed a strategy on how to fight the closure, and I made a presentation at the board of regents meeting.”
Greene’s presentation was a success. The hall was kept open another year, though the university won approval to close the facility a year later.
“This was the first time that I had pulled together my leadership, research, collaboration with others and advocacy skills on that scale — with a ‘real life’ issue — and saw that type of success,” she said. “I learned a great deal about doing your homework, the importance of having a multifaceted strategy and harnessing your passion in your advocacy and work.”
After graduating from OSU in 1987, Greene went to the University of Pennsylvania Law School, where she served as managing editor of the Journal of International Business Law.
In 1990, she joined the bankruptcy and restructuring practice at Baker Botts in Houston but later transitioned to the corporate transactions team. While working on the Stop-N-Go convenience store bankruptcy, she worked with a bank client of the firm closely.
“I liked working primarily for one client and getting to see different aspects of the business and variety in assignments,” she said.
In 1995, an in-house counsel position at American International General came open, and Greene made the move.
Two years later, former Baker Botts associate Janet Greene (no relation), who was working for Gulf States Toyota, told her that GSFSGroup wanted to hire an in-house lawyer with finance and insurance experience.
Greene liked that GSFS was an operating company rather than the corporate parent. And it helped that the company’s office was closer to her home in Cypress — no more commutes to downtown on Highway 290.
Twenty-five years later, Greene is still at GSFSGroup. The business has grown tremendously, as has her responsibilities as chief legal officer. When she started, GSFS operated in five states and she had to share her administrative assistant. GSFSGroup now operates in all 50 states and Greene oversees a team of 14.
“I also didn’t know the breadth that my practice would encompass and that I’d have the opportunities to lead in a regulatory, transactional and government relations practice,” she said. “The other change is just how much I’ve used my marketing degree in my career. At the time I graduated from OSU, I didn’t envision using my business degree, but now I love practicing law in a business setting.”
Greene said one of her biggest successes prior to the Triton project agreement came in 2015. During an executive meeting, the discussion turned to the difficulty the company faced under a Texas law dealing with types of assets that can be used as reinsurance collateral for Texas domiciled insurers.
“Why don’t we just change the law?” Greene suggested.
Management agreed.
“I worked with our outside lobbying team on all parts of the project: researching what we needed, drafting the language and support for it, lobbying at the Capitol, testifying in support and finally seeing it become law,” she said. “It was exciting to participate in the lawmaking process from idea to law and help GSFSGroup’s business.”
130 Dealers, 17 States, 90 Days
Then came the Triton project in October 2021.
To make the new partnership effective, Triton gave a 90-day advance termination notice to the company providing its consumer protection products. That meant GSFSGroup and Triton had about 90 days to close the transaction.
Under the proposal, GSFSGroup agreed to provide seven different products that would be offered by Triton’s 130 franchised auto dealers located across 17 states. The three-month timeline included Thanksgiving and December holidays and precluded multiple preplanned vacations.
“In the insurance practice, it’s difficult to get anything approved by the [state insurance] departments at the end of the year,” Greene said. “These requirements put a wrench in what were already tight deadlines. When we learned that our internal contract system could not handle the contracts we had drafted for a particular group.
“But with each twist, turn or challenging situation, I was so proud that the legal team, with the assistance, support and effort of the other areas, pivoted to problem solve,” she said. “The team did not stop or give up until it was able to find a solution that worked.”
Kristi Wagley Richard, a lawyer at McGlinchey Stafford who worked on the transaction for GSFSGroup, said the timeline for the transaction was “aggressive.”
“Diane knew that not only did they need to get this transaction done in the time allotted, but they also had to go on with their daily business as well,” Richard said. “Diane didn’t have her whole team to invest in this one project, so she very thoughtfully picked the team that could maximize efficiency on this transaction while still keeping the wheels rolling on everything else.”
“This transaction took place in a highly regulated, specialized industry, which requires not only documents to have quick turnaround but approvals from regulators that are not often obtained in such a short period of time,” Richard said.
Greene “meticulously used her host of outside counsel” in specific ways to get the best results from each.
“We all worked as a team, such that there was not even any tension between outside counsel because we all knew our part,” Richard said.
A critical moment during the transaction came Dec. 17 at 6 p.m.
According to Greene that was when GSFSGroup senior counsel Joe Fagan reached an agreement with the lender approval entity to allow the company to “simply structure a small part our forms without needing to start over with new state filings in order to obtain the approvals” needed within two weeks.
“It was only at that moment when we could finally see clear the complete path as to how the legal team was going to successfully deliver what was needed for the launch in time,” she said.
Yelkin said Greene is “a brilliant, driven and successful lawyer” who “has learned balance in her life” that most lawyers never achieve.
“Diane not only manages the entire legal department of GSFS but also is very dedicated to her family,” Yelkin said. “I am so impressed by how she is able to gracefully balance the two, and am grateful that I can call her my friend and client.”
Besides Greene, other GSFS team members who worked on the project include:
- Joe Fagan, senior director and senior counsel, Legal Affairs
- Rob Schmidlin, senior counsel and director, Legal Affairs
- Will Acebo, senior manager, Product and Program Design
- Leianne Alexander, senior regulatory analyst
- Sinfie Pena, compliance specialist II
- Sheryl Bazer, senior manager, Regulatory Compliance
- Kathy Nguyen, senior regulatory analyst
- Lisa Ginther, compliance specialist II
- Sarah Underwood, compliance specialist I
- Julie Johnson, legal assistant
- Tana Brown, manager, Legal Affairs
- Krista Bunnell, manager, Legal Affairs