Ethics Best Practices in the Role of General Counsel & Corporate Governance

Catherine Muldoon, Chief Legal Officer, BDP International, discussed the process of going from the role of chief legal officer to trusted business advisor in her keynote presentation to Argyle’s CLO membership at the 2017 Chief Legal Officer Leadership Forum in New York on March 15.

In her presentation, “Making the CLO Leap from Legal Expert to Trusted Business Advisor,” Muldoon described her journey from serving as a legal expert to becoming a key contributor to a business’ day-to-day strategy. According to Muldoon, it is easy for lawyers to encounter pitfalls as they strive to become key contributors within an organization. Fortunately, there are many ways that lawyers can build the skills and expertise needed to foster partnerships with C-suite executives and serve as trusted business advisors within their respective organizations.

Muldoon pointed out lawyers commonly serve as legal experts but can strive for additional responsibility. By doing so, lawyers may be able to showcase their true value within their respective organizations. “Your seat at the table discussing business strategy with executives can become even more rewarding and more influential when you become a trusted business advisor,” Muldoon noted. “You play a more vital role than solely providing legal advice.” Moreover, lawyers commonly use legal terms and jargon that can confuse employees at all levels of an organization. But lawyers who develop strong interpersonal skills will be able to communicate effectively with C-suite executives and entry-level employees alike. “Legalese has no place in today’s business world,”

Muldoon stated. “Executives and business stakeholders demand transparency, plain language and credibility. That indeed builds trust.” Communication can make or break a lawyer as he or she searches for ways to climb the corporate ladder. “Nothing is as great an obstacle to personal growth than having a poor grasp of your personal shortcomings.” A lawyer who understands how to communicate with others can improve his or her chances of making a positive first impression on peers. Conversely, a lawyer who lacks consistent communication skills will struggle to build long-lasting partnerships. “How effectively you communicate often dictates the first impression you make and frequently defines your ultimate success,”

Muldoon pointed out. Most lawyers possess comprehensive educational backgrounds and can identify legal hurdles before they escalate. On the other hand, the majority of lawyers struggle with emotional intelligence and lack self-awareness. To become a trusted business advisor, a lawyer must develop the ideal combination of professional and emotional intelligence. That way, this lawyer will be able to collaborate with diverse groups of employees and executives and get the best results possible. “As lawyers, we certainly have the IQ component down,”

Muldoon said. “Emotional intelligence isn’t just the stuff of psychology books. If you want to step up to the level of being a leader among leaders, you need business executives to follow you.” Ultimately, becoming a trusted business advisor won’t happen overnight. A lawyer must be willing to allocate the time and resources to enhance his or her skill set and realize that there may be challenges along the way. “It takes both a personal and professional journey to get you to the next step,” Muldoon indicated. “A prerequisite of that success is having an accurate picture of yourself.” With the right approach, a lawyer will be able to provide valuable contributions to a business strategy. “How effectively you communicate often dictates the first impression you make and frequently defines your ultimate success.” As a trusted business advisor, this lawyer will be able to share his or her views on myriad business topics, along with provide feedback to assist C-suite executives. “I am engaged in every aspect of our business, sometimes supporting and sometimes leading, but always shoulder to shoulder with each of our C-level executives,”

Muldoon stated. A lawyer must be able to embrace his or her personal shortcomings as well. There is always room for improvement, and a lawyer may use an executive coach to discover innovative ways to transform personal weaknesses into strengths. “Nothing is as great an obstacle to personal growth than having a poor grasp of your personal shortcomings,” Muldoon noted. How a lawyer networks with others may dictate his or her success. A lawyer must understand how to collaborate with others, listen to concerns and questions and respond accordingly. He or she must be willing to step outside of a comfort zone to build relationships with multiple departments too.

Furthermore, a lawyer who is committed to learning new skills can provide important contributions in many business areas. This lawyer also can show others that he or she is willing to do whatever it takes to help an organization achieve its immediate and long-term goals. “For lawyers, as we move into business roles, the value of networking and building business relationships can’t be underestimated,”

Muldoon pointed out. “It’s how we learn and grow as professionals.” ABOUT CATHERINE: In 2002, Catherine Muldoon joined BDP International, Inc. (“BDP”), a global logistics company with offices in over 114 countries, as General Counsel, US.

In January of 2004, Catherine was named Chief Legal Officer. In this role, Catherine is head of BDP’s global legal department with direct responsibility for all legal and contractual considerations associated with all mergers and acquisitions, joint venture and business partner arrangements, tax planning, corporate structuring and strategy, business services, personnel, intellectual property, banking relations, and real estate. She is also responsible for managing litigation. Catherine manages corporate governance and risk management programs within BDP, ensuring that best practices are identified to the Board of Directors and implemented by the business units.

In her tenure, which has been marked with an aggressive growth and integration strategy, Catherine represented BDP in 26 acquisitions most of which were cross border. Catherine authored and manages BDP’s Code of Conduct, including the anti-trust, anti-bribery, and various other legal and ethical compliance policies within BDP. Catherine is responsible for creating product offerings to BDP clients associated with the UN Working Group, foreign tax credit and REACH. She also sits on the Board of Directors of G2Link. Catherine is a professor at the Drexel University Thomas R. Kline School of Law. Catherine was also recently recognized by the Association of Corporate Counsel as “Best Chief Legal Officer.”

Catherine earned a Bachelor of Arts from The Johns Hopkins University and a J.D. from Seton Hall University School of Law. She was named one of five finalist for ACC’s Outstanding Chief Legal Officer award in 2010. Catherine was Chair of Corporate Counsel Forum of the International Bar Association 2011-2013, a member of the Association of Corporate Counsel, The Forum of Executive Women, and National Association of Professional Women.

Catherine is also responsible for creating BDP’s Women’s Networking Group and BDP’s Legal Webinar Series. Catherine speaks regularly on cross border M&A activity, corporate governance and anticorruption within global organizations and has published articles in the ACC Docket and Forefront Magazine.

In 2014, Catherine was awarded “Best Chief Legal Officer” in Philadelphia by the Philadelphia Business Journal. Catherine was also recognized by the Ethisphere Institute as one of the 2015 and 2016 Attorneys Who Matter.

JARED SINE IS CHIEF LEGAL OFFICER & SECRETARY FOR MATCH GROUP, INC. (NASDAQ: MTCH), A GLOBAL PROVIDER OF ONLINE DATING PRODUCTS, INCLUDING TINDER, MATCH, HINGE, OKCUPID AND PAIRS. HE IS RESPONSIBLE FOR ALL LEGAL AND GOVERNMENT AFFAIRS MATTERS FOR MATCH GROUP ON A GLOBAL BASIS.

PRIOR TO JOINING MATCH GROUP, JARED WORKED FOR EXPEDIA, INC., AS VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL (MERGERS & ACQUISITIONS AND INTEGRATIONS), WHERE HE OVERSAW ALL LEGAL ASPECTS OF EXPEDIA’S MERGERS, ACQUISITIONS, JOINT VENTURES AND OTHER STRATEGIC INITIATIVES. WHILE AT EXPEDIA, JARED LED DEAL TEAMS RESPONSIBLE FOR TRANSACTIONS WITH AN AGGREGATE VALUE OF OVER $8 BILLION, INCLUDING THE ACQUISITIONS OF HOMEAWAY, ORBITZ, TRAVELOCITY AND A MAJORITY STAKE IN TRIVAGO, AS WELL AS THE DIVESTITURE OF EXPEDIA’S MAJORITY STAKE IN ELONG.

PRIOR TO JOINING EXPEDIA, JARED WORKED FOR CRAVATH, SWAINE & MOORE LLP AND LATHAM & WATKINS LLP, WHERE HIS PRACTICE FOCUSED PRIMARILY ON MERGERS, ACQUISITIONS AND JOINT VENTURES FOR CORPORATE AND PRIVATE EQUITY CLIENTS. DURING THAT TIME, JARED REPRESENTED CLIENTS OF ALL SIZES IN VARIOUS TRANSACTIONS ACROSS A BROAD RANGE OF INDUSTRIES, AS WELL AS ADVISED CLIENTS ON GENERAL CORPORATE MATTERS.

JARED AND HIS WIFE RUTH BOTH RECEIVED UNDERGRADUATE DEGREES FROM BYU AND JARED RECEIVED HIS JURIS DOCTORATE FROM THE J. REUBEN CLARK LAW SCHOOL. HE AND HIS WIFE HAVE 5 CHILDREN AND LIVE IN COPPELL, TEXAS AND ARE MEMBERS OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS.

Megan C. Ryan, Esq. serves as the Corporation’s Chief Legal Officer. As such, Ms. Ryan is the General Counsel/Counsel to the Board for NuHealth/NUMC and A Holly Patterson Extended Care Facility. She oversees all legal, corporate governance, privacy and ethics functions. Ms. Ryan has served as NuHealth/NUMC’s Chief Compliance, Privacy and Ethics officer responsible for investigating any suspicion of fraud, waste, or abuse and has been responsible for maintaining our strong compliance program since 2016. Additionally, she has served as the Chief Compliance Officer for the Nassau Queens Performing Provider System (“NQP”) in the New York State Delivery System Reform Incentive Payment Program (DSRIP) implementing and overseeing the execution of DSRIP, compliance practices at the NQP level and its partnering hubs (NUMC, North Shore and Catholic Health Systems) and has served as a voting director on the NQP PPS Board.

Ms. Ryan brings a wealth of experience and impressive achievements, with extensive academic and legal skills that have prepared her well for the challenges and opportunities of this crucial position. Ms. Ryan is admitted to the New York State Bar and the United States Supreme Court. Prior to joining the Nassau Health Care Corporation, Ms. Ryan served as in house corporate counsel for Liberty Mutual Insurance Company at the firm of Martyn, Toher and Martyn. She had previously worked as an associate attorney in the law firm of O’Reilly, Marsh and Corteselli, P.C., concentrating on banking, real estate, and litigation matters.

Ms. Ryan earned her Bachelor of Science degree from Fordham University as a Dean’s Scholar and Biology Chairman Circle honoree and earned her Juris Doctor from Saint John’s University School of Law. She is a member of the Nassau County Bar Association, Nassau County Women’s Bar Association, New York State Bar Association (NYSB Women in Law; Health Law Committees) and the American College of Hospital Executives. Her paper entitled “An Examination of Regulations and Decisions Concerning the Mandatory Retirement of State Judges” was published nationally in Court Review and was awarded first prize by the AJA. She is also a member of the Nassau County Women’s Bar Association.

Ms. Ryan is the recipient of the 2016 Long Island Power Woman Award. In 2017, 2018, 2019 and 2020 Ms. Ryan presented at ALM’s national General Counsel Conferences on the subjects that included “Building a High Value Corporate Legal Department in Transformative Times” and “Gold Standards for Legal Department Ethics”. She presented at the “Women, Influence and Power in the Law” in Washington, DC in 2019 and 2020. She was recognized as a Power Woman in Business in 2016, 2019 and 2020. Additionally, LIBN named Ms. Ryan as a “Leader in the Law” in 2017. Megan was distinguished as a “Forty Under Forty “Award recipient in her role as General Counsel in 2018. Ms. Ryan was recognized by the Nassau County Commission of Human Rights for her efforts in World AIDS Day in 2020. She is the recipient of the Indian Association of Long Island Community Award for her work in accessing programs to the community. Ms. Ryan was honored as the Long Island Herald’s Distinguished Leader Award in 2020.

She served as a panelist on Long Island Herald’s Education and Covid-19 discussing hospital operations and school precautions during Covid-19 and discussed her role as General Counsel to the County’s only public hospital (a New York State Public Benefit Corp.) and President of the North Merrick School Board during the pandemic. Ms. Ryan also served as a member of the North Merrick School District’s Re-Entry Task Force. She served as a panelist for Saint John’s University’s School of Law Covid-19 Symposium discussing hospital operations and legal policies during Covid-19. Ms. Ryan’s efforts during the Covid-19 pandemic was recognized in the New York Law Journal and nationally by Law.Com.

Ms. Ryan is the 2020 Irish Echo Community Champion Award recipient and received the national Women, Influence & Power in the Law In House Leadership Award in the fall of 2020.

She serves as a board member for the Butterfly Initiative Project since 2019 and offers pro bono legal advice to the international organization Friends for Good Health.

Ms. Ryan has served as North Merrick Board of Education Trustee since 2018 and is currently serving her second term as BOE President.

JIM NORTZ IS FOUNDER & PRESIDENT, AXIOM COMPLIANCE & ETHICS SOLUTIONS LLC, A FIRM DEDICATED TO DRIVING ETHICAL EXCELLENCE BY HELPING ORGANIZATIONS IMPLEMENT EFFECTIVE COMPLIANCE AND ETHICS PROGRAMS. JIM IS A NATIONALLY RECOGNIZED EXPERT AND THOUGHT LEADER IN THE FIELD OF BUSINESS ETHICS AND COMPLIANCE WITH OVER A DECADE OF EXPERIENCE SERVING MULTINATIONAL PETROCHEMICAL, STAFFING, BUSINESS PROCESS OUTSOURCING, PHARMACEUTICAL AND MEDICAL DEVICE CORPORATIONS.

JIM WRITES THE MONTHLY BUSINESS ETHICS COLUMNS FOR THE ASSOCIATION OF CORPORATE COUNSEL DOCKET MAGAZINE AND THE ROCHESTER BUSINESS JOURNAL.

JIM IS A NATIONAL ASSOCIATION OF CORPORATE DIRECTORS FELLOW, A MEMBER OF THE INTERNATIONAL ASSOCIATION OF INDEPENDENT CORPORATE MONITORS. PREVIOUSLY, JIM SERVED ON THE BOARD OF DIRECTORS FOR THE ETHICS AND COMPLIANCE OFFICERS ASSOCIATION AND THE BOARD OF THE ROCHESTER AREA BUSINESS ETHICS FOUNDATION.

TOM LYNCH HAS BEEN ADVISING COMPANIES ON COMPLIANCE AND GOVERNANCE FOR OVER 20 YEARS. CURRENTLY, TOM IS THE CHIEF LEGAL & COMPLIANCE OFFICER AT CHF SOLUTIONS, A PUBLIC, MEDICAL DEVICE COMPANY, IN MINNEAPOLIS.

PRIOR TO JOINING CHF SOLUTIONS, TOM WAS CHIEF ADMINISTRATIVE OFFICER, GENERAL COUNSEL & SECRETARY FOR OREXIGEN THERAPEUTICS, A PUBLIC, BIOPHARMA COMPANY IN SAN DIEGO, AND WAS RESPONSIBLE FOR LEGAL, COMPLIANCE, HUMAN RESOURCES, COMMUNICATIONS, AND CORPORATE DEVELOPMENT.

PRIOR TO JOINING OREXIGEN, HE SPENT FOUR YEARS WITH NOVARTIS IN BASEL, SWITZERLAND. PRIOR TO NOVARTIS, TOM SPENT TEN YEARS WITH THE LEGAL TEAM AT BOSTON SCIENTIFIC. HE BEGAN HIS LEGAL CAREER AT DORSEY & WHITNEY LLP IN MINNEAPOLIS.

TOM HOLDS A B.A. FROM STANFORD UNIVERSITY, A M.A. THE UNIVERSITY OF ST. THOMAS AND A J.D. FROM BOSTON COLLEGE LAW SCHOOL.