How did you end up an M&A attorney with no M&A experience?
The legal department comprised four lawyers, none of them women, and they were looking to diversify the group. I came in and met with Stewart Hudnut, then general counsel, and we had a great conversation. At the end of the day, he said, “You don’t have M&A experience, but you’ve done real estate transactions, and M&A transactions aren’t that different. A transaction is a transaction. So, if you’re willing to take a chance that you can learn M&A, I’m willing to take a chance on you.”
What was the learning curve?
It was remarkably smooth. I understudied with the other four lawyers in the group on one transaction each, and after that I was on my own. I joined in 1997, and in 1998 we did 30 acquisitions, and I was the lawyer on 11 of them. Fortunately, I loved it. I love the pace. I love negotiating. I love being involved in the business.
How important have acquisitions been to the company’s growth?
For about 10 years, ITW was very acquisitive, but in the past 18 months its focus has tilted toward organic growth. That shift stems from a new enterprise strategy that entails stricter portfolio management, centralized purchasing, and business scale-up—through which we plan to scale up revenues of our 800 global business units from $20 million to $100 million. We think that will lead to economies of scale, and that, in turn, will drive organic growth. But we’ll still do an acquisition if we think we can do well.
How has your job changed?
I don’t do M&A work anymore. Today we have 17 lawyers in the United States and abroad, and I supervise all of them. I also supervise a group of eight patent and trademark lawyers, a government affairs group, a health environmental and safety group, and a risk-management group.
Is there anything unique about your role, given ITW’s market?
The company has broad operations and employs nearly 65,000 people in hundreds of business units across 58 countries. And, we have a lot of patents—in 2011, more than 20,000 unexpired patents and pending patent applications worldwide. But the role of a general counsel is generally the same across most industries. The things I worry about now are more a function of the fact that we’re a global, publicly traded company [dealing with regulatory and compliance issues]. There’s also the responsibility of being the corporate secretary, so I prepare for board meetings and interact with the board of directors.
Do you have any advice for budding lawyers?
Lawyers are notoriously bad managers; so many don’t really target their careers correctly. Lawyers need to learn the skill of listening.
