The Texas General Counsel Forum held its annual Magna Stella Awards celebration in Austin Thursday night at the Omni Barton Creek Resort.
More than 400 lawyers, including more than 200 general counsel and deputy GCs, attended the in-person event, which was also live-streamed for those who could not attend.
Photos by Andres Sotomayor
The GC Forum had an extended reception that lasted almost two hours. The organization offered indoor and outdoor options for the reception, but almost none of those in attendance took advantage of the beautiful cool Austin evening, as the desire to be face-to-face after 20 months of the Covid pandemic was overwhelming.
The recipients of the 2021 Magna Stella Awards were diverse in age, gender, ethnicity, business sector and practice areas.
The Texas GC Forum honored eight general counsel and senior managing counsel for their extraordinary successes and achievements during the past year. And two corporate in-house legal departments – CenterPoint Energy and Toyota Motor North America – for their exceptional contributions to the legal community for pro bono and diversity.
Without further ado, as they say in nearly every awards presentation ever, here are the recipients of the 2021 Magna Stella Awards.
Major Transaction: 7-Eleven Associate General Counsel Dawud Crooms
Crooms was involved from the started in 7-Eleven’s acquisition of approximately 3,900 Speedway stores in 35 states from Marathon Petroleum Corp in 2020 and 2021. He worked for 17 months negotiating the complex purchase while managing the added challenges of the pandemic – including the fact that consumers were not frequenting convenience stores for gas and snacks during the lockdowns.
“There was no road map for navigating a successful deal in this environment, but Dawud stayed the course and kept his team focused on value and on mission,” Kirkland & Ellis partner Michael Considine said in introducing Crooms. “Dawud also had to simultaneously lead several spin-off transactions necessitated by the FTC.
“The transaction is notable and impressive because of its price tag of $21 billion, which is the largest acquisition in sector history and is 7-Eleven’s largest acquisition ever,” Considine said.
In an exclusive interview with The Texas Lawbook earlier this year, Crooms said the pandemic added definite hurdles.
“From soup to nuts, I was involved, and this transaction was fundamentally differently form anything else I have handled from a size standpoint,” Crooms said. “The level of diligence and integration planning was magnitudes larger.”
For an in-depth Texas Lawbook article on Crooms and the 7-Eleven/Speedway transaction, click here.
Major Litigation: Intercontinental Terminals General Counsel Robert Bell
Four months before Bell became GC of ITC in March 2019, the company experienced a fire at its Deer Park, Texas, terminal that resulted in more than 120 lawsuits being filed against ITC. These cases involve thousands of individual plaintiffs claiming personal injury, industrial neighbors and other businesses asserting economic loss resulting from the fire, and governmental enforcement actions. Two of the cases are punitive class actions.
“The fire generated an unprecedented level of legal work,” ConocoPhillips Deputy General Counsel Shannon Kinney said when introducing Bell. “Robert has actively managed this massive litigation and has successfully overseen the centralization of the federal private party cases into a consolidated proceeding.
“At the same time, Robert has managed a host of pre-litigation claims, including oversight of a claims process to compensate residents and workers of the surrounding area for lost wages incurred during the incident,” Kinney said.
Brent Weber, who is president and CEO of ITC, said that Bell “thrives in this currently difficult and complex environment.”
“Robert manages an overwhelming workload but successfully navigates these complexities with passion, calmness and remarkable professionalism,” he said.
Senior Managing Counsel for a Small Legal Department: Farah Bhayani
As vice president of legal for G6 Hospitality Property, which does business as Motel 6 and Studio 6, Bhayani led the Motel 6 franchise with an aggressive asset disposition strategy, including 222 fee dispositions valued more than over $1 billion and 51 lease interest sales valued at approximately $260 million.
Bhayani also supports international development in Mexico and India and recently took the role of leading the franchise administration team’s integration into the G6 Legal Department.
“Farah recently led the negotiations with the State of California resulting in occupancy agreements with seven counties to provide housing options for the homeless through California’s initiatives of Projects RoomKey and HomeKey,” North Texas Tollway Authority General Counsel Dena Stroh said Thursday night in introducing Bhayani.
“Her leadership with these projects resulted in guaranteed revenue during uncertain times and led to the purchase of six motels by the State of California to permanently provide housing for Californians experiencing homelessness,” Stroh said.
Stroh quoted a California official as saying that Bhayani “was key to negotiating the terms of the purchases, coordinating the logistics of all the due diligence activities for each property and closing all six transactions on the same day.”
The entire project had to be completed in a few months, but Bhayani led the G6 Hospitality team “efficiently and practically.”
Senior Managing Counsel for a Large Legal Department: Enterprise Products Assistant General Counsel Charlie San Miguel
San Miguel served as lead internal deal counsel for Houston-based Enterprise when an affiliate acquired Texas Monthly from a Houston private equity firm in 2019. As a result, he serves as Texas Monthly’s GC where he oversees all legal matters, including IP management and licensing, First Amendment law, consumer law compliance and talent engagement for events and programming.
“Notwithstanding the challenging environment of the past year, Charlie has helped Enterprise Products pursue a number of strategic transactions and projects,” Nina Hess Hsu, general counsel for the Supreme Court of Texas, said in introducing San Miguel.
“In the past two years alone, he has served as lead legal counsel on more than 10 significant transactions for Enterprise.”
Recognized for his leadership, Charlie was selected to create and lead a one-year legal training program on contracts, with 14 separate sessions, to train Enterprise employees.
“The initial training, called ‘Contracts 101,’ was presented in November and December 2019 to nearly 300 Enterprise employees in multiple departments across the company,” Hess Hsu said. “This program has established an on-going platform for corporate legal training for Enterprise employees.”
General Counsel for Nonprofit/Governmental Agency: Lone Star Circle of Care General Counsel Tillery Stout
Stout, who started at Lone Star Circle of Care in 2010 as associate GC and was promoted to general counsel in 2012, has been instrumental in expanding Lone Star’s scope as a federally qualified health center by designing partnerships with local school districts, Walgreens, Texas A& M, the University of Texas and the University of Houston.
“Tillery’s most recent accomplishments include spearheading integration of Lone Star’s entry into cancer care initiatives, including the Big Pink Bus – an initiative that will offer mobile mammography to underinsured and insured women across Central Texas, and the Mamma Jamma Ride, a robust fundraising effort to provide cost-free cancer treatment,” Cravath, Swaine, & Moore partner Steve Burns said in introducing Stout.
Stout, who recently expanded her role to also serve as chief administrative officer, has seen Lone Star grow “into a statewide healthcare provider with locations in Killeen, Temple, Georgetown, Cedar Park, Jonestown, Hutto, Round Rock, Pflugerville, Austin, Bastrop, Marble Falls and Houston,” Burns said.
Lone Star Circle of Care is a nonprofit, federally qualified health center with more than 400 employees and generates approximately $65 million in annual revenue.
General Counsel Solo: SAExploration General Counsel David Rassin
David Rassin “successfully handled a career’s worth of work in a single year,” Interstate Batteries General Counsel Kelvin Sellers said in introducing Rassin for the award.
“David has helped SAExploration, a Houston-based international oilfield services company, overcome huge challenges, including significant law enforcement investigations,” Sellers said.
Just before Rassin joining the publicly traded company in April 2020, the entire SAExploration C-suite – including the CEO, and CFO and GC – was removed in August 2019 following allegations that the executive team had engaged in a scheme to embezzle funds.
The former leadership team is accused of having falsified millions of dollars in fake invoices to vendors, creating a false client to funnel money back into the company to generate false revenue.
Almost immediately after the removal of the officers, the first shareholder securities class action lawsuit was filed in federal court, along with related derivative litigation. The U.S. Securities and Exchange Commission and the U.S. Justice Department were actively investigating SAExploration when David accepted the general counsel, corporate secretary and chief compliance officer jobs in the spring 2020.
“David dove into action right away. Among other victories, he successfully resolved the class action and derivative lawsuits,” Sellers said. “He worked closely with the SEC’s investigation and was able to negotiate a resolution on behalf of the company with no penalty assessed and without any admission/denial of the allegations by the company.”
Rassin cooperated with the DOJ’s parallel investigations into the former executives, against whom criminal charges and the SEC’s civil penalties are being pursued. He continues to handle an ongoing investigation by the Alaska Department of Revenue stemming from this same conduct.
“As the economic impacts on SAExploration of the Covid-19 crisis mounted, David guided the company through a reduction in force,” Sellers said. “David navigated the company through its Chapter 11 filing and its emergence from bankruptcy just four months later. David successfully applied for and received a much-needed PPP loan.”
General Counsel for a Small Legal Department: Diamondback Energy General Counsel Matt Zmigrosky
Zmigrosky became the GC of Diamondback Energy and its two public company subsidiaries, Viper Energy Partners and Rattler Midstream, in February 2019. And during those two years, he led these oil patch transactions:
- More than $4 billion of debt offerings for the three operations;
- $740 million drop-down sale of certain mineral and royalty interests to Viper
- $285 million sale of certain conventional and non-core assets in the Permian Basin;
- $37 million sale of certain non-core assets in the Permian Basin;
- An all-stock transaction valued at $2.2 billion to acquire QEP Resources; and
- An $862 million acquisition of all leasehold interests and related assets of Guidon Operating.
“As we all know, 2020 turned out to be a year wildly different than planned,” Kirkland’s Michael Considine said. “In March 2020, Diamondback announced a reduction in activity and in its capital budget for the year due to oil price weakness. Nevertheless, with Matt at the helm, the company was able to not only navigate the challenges of the downturn, but also begin focusing on strategic transactions again.”
General Counsel for a Large Legal Department: Hewlett Packard Enterprises General Counsel Rishi Varma
Varma focused on fostering a culture of development, connectedness and inclusion during his four years as head of the legal department at HP.
“Rishi invests passionately in the career development and personal well-being of his team, both individually and collectively,” Shannon Kinney of ConocoPhillips said in introducing Varma. “He works to retain connections across HPE’s geographically diverse organization. He does this by investing his time, and the time of his DGCs, in doing more than just ‘All Team Member Meetings.’
“For example, in the last three years, Rishi has implemented various initiatives such as a mentoring program open to all, rotation programs and the creation of virtual teams of experts in core areas who serve as unofficial ‘Yodas’ to those less experienced across the team,” Kinney said.
Varma practices the belief that diverse teams are the strongest and highest performing groups. As a tech company, HP has innovation is at the heart of everything, and Varma ensures that this extends to the legal department, Kinney said.
“For example, Rishi encourages the legal team to utilize the Worldwide Innovation Law Lab,” she said. “The lab encourages team members to form groups and create ideas on how to simplify processes, improve engagement with internal clients, suggest new ways to be more efficient and how to collaborate using constantly evolving and newly emerging technologies.
Pro Bono: Toyota Motor North America
In the wake of George Floyd’s death, Toyota’s legal department announced its plan to spearhead a social justice pro bono initiative. The response among the in-house counsel at the automotive giant was overwhelming and the size of the department’s pro bono committee nearly doubled immediately.
“The first step was to identify appropriate causes and partners, which Toyota did by casting a wide net to nonprofits, other large corporations, law firms and bar associations,” NTTA GC Dena Stroh told the audience in announcing Toyota as the winner of the Magna Stella Award for Pro Bono.
“Each committee member identified and vetted opportunities and partners, and then shared their findings with the committee,” she said. “Once the five individual projects were finalized, the committee successfully rolled out a different pro bono project each month. Collectively these projects constituted the department’s Social Justice Initiative.”
In September 2020, 28 Toyota legal department folks joined forces with the Dallas County district attorney and 26 volunteers from Perkins Coie to help 54 clients have their arrest records expunged.
A month later, more than a dozen Toyota lawyers and staff participated in the nonpartisan effort with the Lawyers’ Committee for Civil Rights Under Law helping citizens solve voting challenges and educating people on when, where and how to vote.
In November 2020, 14 Toyota volunteers paired with Promise of Justice Initiative and Dykema to appeal life sentences of defendants in Louisiana who were convicted by non-unanimous jury, a discriminatory law overturned by the U.S. Supreme Court.
In December, Toyota participated in the Active Bystandership for Law Enforcement project that prepares police officers to successfully intervene to prevent harm. Ten Toyota attorneys researched and analyzed 14 states for legislation which imposes intervention requirements on law enforcement.
In January, 50 Toyota legal professionals joined the Dallas Bar Association for a Together We Can event guiding dialogue about race relations and allyship training.
“These 5 efforts were completed with the added constraints of a global pandemic, including no in-person meetings,” Stroh said.
Diversity: CenterPoint Energy
CenterPoint Energy CEO David Lesar routinely messages employees that the Houston-based utility is on a journey of recognizing and celebrating our differences, while creating a diverse and inclusive environment where equality, tolerance and collaboration thrive.
The legal department, led by CenterPoint GC Monica Karuturi, is at the forefront of this vision, according to the Texas General Counsel Forum judges who awarded the power company with Magna Stella Award for Diversity.
“Legal facilitated town hall listening sessions to discuss the impact of George Floyd’s passing and social injustice,” Texas Supreme Court GC Nina Hess Hsu said Thursday night when announcing CenterPoint as the award’s recipient. “These efforts resulted in the creation of a companywide Diversity & Inclusion Council. This council has been empowered to make meaningful changes and Legal has a seat at this very important table.
CenterPoint Legal built a strategic imperative on D&I, termed “People and D&I.” The mission statement is, “Make legal a great place to work with a strong values-based culture through D&I, community support, and career development.”
“Embracing this, legal participated in discussions after reading White Fragility and watching the film, John Lewis: Good Trouble. The department starts each monthly meeting with a diversity share,” Hess Hsu said. “Legal hosted a day of service and inclusion in June, shortly after the anniversary of George Floyd’s death. The presentation was followed by a community service activity. These are just a few examples of CenterPoint legal’s efforts.”
CenterPoint also tracks its outside spend of law firms and other vendors, such as court reporting and record-retrieval services, to make sure diversity is being achieved. Through consistent annual feedback to firms, the CenterPoint legal department has set the expectation that firms should staff matters with diverse attorneys and vendors.