For the past year, Susan G. Komen Breast Cancer Foundation GC Eunice Nakamura has led a team of in-house counsel and lawyers from law firms such as DLA Piper in fundamentally restructuring Komen through a series of corporate transactions that she and leaders at the breast cancer-fighting center believe will strengthen the foundation financially and operationally.
Facing a significant decline in revenue because of the Covid-19 pandemic, Komen decided April 24 of last year to change from a national organization with local affiliates that operated like franchises to a single incorporated structure.
“Covid made a huge impact on Komen,” Nakamura said. “All of our in-person events, including the 3-Day and our races/walks were all canceled. We went permanently remote in the middle of 2020. We also decided that in order to not only weather the Covid-storm but come out of it thriving long-term to deliver on our mission, we needed to restructure Komen overall.”
The Association of Corporate Counsel’s DFW Chapter and The Texas Lawbook have named Nakamura and Komen as a finalist for the 2020 DFW Outstanding Corporate Counsel Award for Creative Partnership.
Finalists will be honored and winners announced June 3 at a ceremony at the George W. Bush Institute.
In all, Nakamura and the lawyers at DLA Piper have orchestrated what amounts to 61 mergers or dissolutions of their affiliates around the U.S.
“The scale and volume of mergers and dissolutions are extraordinary and will ensure Komen’s survival through the pandemic and longterm viability,” said Stacey Cho Hernandez, a partner at Carter Arnett and president of the Dallas Asian American Bar Association. “This organizational restructuring will allow Komen to get closer to the patients and advocates it serves in the fight against breast cancer – a mission that has redefined the color pink in Texas and throughout the world.”
“Eunice’s unique and creative partnership with DLA Piper, who provided extensive pro bono services for this project, has allowed Komen to complete 37 mergers in less than a year, with the remaining affiliates to be consolidated in the first half of 2021,” said Hernandez, who nominated Nakamura for the award. “Eunice’s vision and creativity facilitated and fostered that partnership.”
DLA Piper partner Glenn Reitman, who is one of several lawyers at the firm to work on this project, said that Nakamura is “a lawyer’s lawyer.”
“Eunice demonstrates a tremendous amount of poise,” said Reitman, a corporate finance expert in Houston. “She sees issues, not as obstacles, but as events to be assessed and resolved. She has a great cooperative and calming effect on the deal team. She has a unique ability to assess the strengths of the team and delegate or ask questions according to the team member’s strength.”
“Attorneys and staff have always leapt at the opportunity to work with the Foundation, especially in Texas,” he said. “Breast cancer impacts so many women each year that our folks always want to help and do our part.”
Jibin Luke, a partner at McDermott who has done pro bono work for Komen for four years, said Nakamura is leading a “once in a lifetime transition that will provide efficiencies” in areas including marketing, business development, tax and client services.
“I deal with corporate general counsel all the time and there are very few who are a strong substantively as Eunice,” said Jibin, whose mother is a breast cancer survivor. “She is a very good communicator with all of her constituencies – her CEO, her board, the affiliates and those the foundation serves.”
Born in Seoul, South Korea, Nakamura and her mother, seeking a better life, moved to the U.S. and Texas in 1986, when she was 7 years old. Her mother, she said, always had an entrepreneurial spirit and owned and operated several businesses, including retail stores and a dessert shop.
Despite having no lawyers in her family, Nakamura said that she has “known since I was a little girl” that she wanted to be an attorney.
“I was wired to be a lawyer,” she said. “I love looking at things from all angles and creating solutions to issues, which is what we’re called to do daily.”
After majoring in political science at Baylor University, she went to Texas A&M University School of Law, known then as Texas Wesleyan, where she graduated in 2005.
For more than seven years, Nakamura practiced commercial litigation in Dallas, including for five years with the Vincent Moye firm.
“I worked with Judge Eric V. Moye, who taught me so much in those early years,” she said. “At my firm, I did a secondment to the Rangers as they were a client of the firm’s. That was a lot of fun — that was my first exposure to being an in-house attorney, doing mostly transactional work.”
DLA Piper partner Michael Massiatte worked with Nakamura for two years at Vincent Moye and now does labor and employment law pro bono work for the Komen.
“Eunice is a great lawyer and an even better person,” Massiatte said. “She is very deliberate in her decision-making and a great problem solver. Eunice has the ability to relate to everyone and even put people who are upset at ease.”
In the summer of 2013, a legal recruiter contacted Nakamura, saying she would be “a good fit” in the legal department at G6 Hospitality, a Carrolton-based company that owns, operates and franchises more than 1,400 motels and hotels under the Motel 6 and Studio 6 brands in the U.S. and Canada.
“I figured it wouldn’t hurt to have a chat with the GC, which I did, which led to a whole lot of interviews afterwards,” she said. “Next thing I know, I was going in-house.”
Nakamura was promoted twice during her six years at G6 Hospitality – first to managing counsel and then to vice president over legal.
In the spring 2019, the general counsel position at Komen opened.
“My goal was to be a general counsel when I turned 40 and I had several contacts at Komen,” she said. “Komen’s mission is well known and one I knew I could get behind.”
From left to right: Mery Pimentel, AGC—Contracts/IP; Lucinda Hartman, Manager of Risk/Compliance; Eunice Nakamura, General Counsel; Judy Duffy, Contracts Paralegal
Nakamura hit the ground running at Komen. She restructured the legal department and actively worked with the foundation’s leaders on matters related to “big data.”
“Data in healthcare is very much siloed – Big Pharma has data, insurance companies have data, hospitals have data and research centers have data,” she said. “Researchers need as much of it as they can get to find a cure. Komen is in a unique position to help researchers gather that data to further our mission to fight breast cancer and one day to find a cure.
“Building a healthcare cloud to collect data on breast cancer continues to be one of our biggest priorities and initiatives,” she said.
Komen executives discussed for years the idea of consolidating its 61 affiliates across the country, but there was significant pushback at the local level.
When the Covid-19 pandemic hit and brought the financial crunch with it, Nakamura and the foundation’s leaders decided the time to take action had come.
“The unprecedented health and economic crisis we are undergoing as a nation has highlighted how important our patient support, research and advocacy are for people facing breast cancer – they need us now, more than ever,” Komen CEO Paula Schneider said in April 2020 when announcing the changes. “Komen has always believed in health equity, meaning that where you live and what your race or ethnicity is should not determine whether you live. The needs of our community are changing, and we must change to more effectively meet those needs.”
Jonathan Blum, a shareholder at Polsinelli and former GC at Komen, said Nakamura’s prior experience at G6 working with franchisees allowed her to quickly understand the structural considerations at Komen.
“Eunice is a fierce advocate for Komen and passionate about Komen’s mission to prevent and cure breast cancer,” Blum said. “Her experience showed as Komen embarked on the consolidation project.”
Nakamura admits there have been obstacles to overcome.
“Change is always hard,” she said. “Because the affiliates are separate legal entities with their own boards, staff and operations, community ties and priorities, the decision to consolidate quickly was a huge challenge.
“We are still actively undergoing consolidations, but very quickly, the legal team was faced with 61 dissolutions or mergers to be completed in a compressed timeline,” she said. “If we did not take a proactive step to do this, it would happen to us, so we knew it was the right decision. But we are a very small legal team of six, so this was a huge undertaking.
“Fortunately for us, we have great partnerships with many top-tier firms and attorneys who provide pro bono services and several attorneys stepped up immediately to assist,” she said.
DLA Piper, she said, was one of the firms to raise its hand immediately to assist and has worked more than 1,300 hours on the pro bono project. The firm’s Houston and Dallas offices assembled a team of M&A attorneys to assist Komen in the effort.
“This is not your ordinary consolidation, mostly due to the non-profit structure,” Reitman said. “Each affiliate or chapter is unique and it takes a very hands-on approach on a daily basis. Depending upon the local business organization laws in place in any jurisdiction, you could spend 4 hours on an affiliate or 100 hours.
Nakamura said the Komen legal team and the lawyers at DLA Piper divided up responsibilities.
“Since my team understands our affiliates more closely, we work with our operations teams to conduct the due diligence,” she said. “The DLA lawyers draft the merger or dissolution documents, ensuring various state law compliance. We meet virtually very regularly to check in and keep the mergers or dissolutions moving. It’s a very strong partnership, and we could not do without their assistance.”
Nakamura said she was recently on an executive leadership team call when a member of the team who recently joined from one of the affiliates as part of the consolidation provided an update on the patient navigation program, an outreach effort that “helps navigate breast cancer patients along their journey.”
“She relayed that this important service was never able to be scaled at the affiliate level to the degree she is able to do so at national, and the combination of the expertise at the affiliate level with the resources at national afforded her and the patient navigation team the opportunity to expand at a much faster pace to get closer to more breast cancer patients,” she said. “This was but one affirmation that the decision to consolidate was the right one.”
“I know that this particular award is entitled ‘Creative Partnership,’ but I really see it as ‘generous partnerships,’” she said.
Please visit https://www.komen.org/ to learn more about breast cancer and to donate.