Vice President, General Counsel & Corporate Secretary, Barnes & Noble
CEOs may set the ethical tone from the top, but they need a supporting capable cast to tend to the day-to-day implementation of the company’s compliance and ethics programs. What are these leaders on the “front lines” talking about and doing these days?
E: Tell us what your group is focused on these days?
GD: The Barnes & Noble Legal Department handles a wide range of legal matters including M&A, commercial transactions, technology agreements, complex litigation, and compliance. Examples of the legal team’s significant recent achievements include spearheading tax fairness in California and other states, which forced Amazon to start collecting and remitting sales taxes; successful defense of high profile litigation such as a well-publicized patent lawsuit brought by Microsoft; several M&A and financing matters, including a $605 million investment by Microsoft and a $200+ million investment by Liberty Media; and a host of significant international commercial deals we recently signed. We have publicly announced we are focused on our international expansion, so that is also a major area of focus for the legal team.
E: Are there any particular initiatives that you have found worked well and you would like to share with others?
GD: I have seen successes with a hybrid model of a legal operation where the function is centralized but lawyers are placed physically close to the business. This has helped strike the right balance between consistency and control, but keeps the team responsive, nimble, and client-focused.
E: What part of your background has most prepared you for this position?
GD: Commercial operational roles helped me to better understand the perspective of recipients of legal services in the corporate setting. As a legal executive, I ran an international sales and marketing organization in Europe for Hoffmann-La Roche, and I was responsible for a division of the company in the Pacific Northwest for a medical device company in addition to being its general counsel. These roles gave me a first-hand client perspective of the importance of deal momentum, responsiveness, and practicality. Additionally, my international experience has been a benefit in terms of assisting in our expansion internationally.
E: What keeps you up at night?
GD: I work 70-80 hours a week so generally I sleep pretty well. That said, I think that my areas of focus are not unlike those of other General Counsels. It’s important to keep the business fully supported in a highly responsive and cost-effective manner as it moves forward quickly and sometimes pivots. This needs to be done within the timeframes needed and within budget.
E: Is there one specific piece of advice that you would like to share that you wished you had known when you first got the job?
GD: I feel I was well prepared for the position. In addition to having extensive meetings and discussions with internal personnel, I conducted extensive research on the role, including all that one might expect such as public securities filings, press releases, annual reports, patent portfolio, and litigation dockets. I also conducted my own customer focus groups comparing Barnes & Noble and Borders. It was fun to do that. For example, I went into different Barnes & Noble and Borders stores and interviewed staff on the perceived differences between the two companies and their stores. It was very revealing. They consistently showed that Barnes & Noble had the best customer experience, the most well-informed employees, the best layout for customers, and a great selection.
That said, I probably underestimated the success and attendant growth of our digital business and the need to get out in front of that effort from a legal point of view to make sure we continue to facilitate the growth. I’ve been with both growing and contracting companies and a high-growth dynamic company is fun, but it presents its own challenges, particularly when entering into a relatively new business area with different legal issues, risks, and opportunities and a different legal profile.
E: To whom do you report? What role have they played in the compliance and ethics program?
GD: I report to the CEO, William Lynch. He and our Board of Directors have been supportive of the introduction of a compliance program as well the expansion of our ethics program. This has included for example, initiatives in Insider Trading and Foreign Corrupt Practice Act programs.
E: What’s the worst job that you have ever held? (Usually it is some job during college or the summer – or possibly even straight out of college) And why?
GD: I prefer not to think of jobs as the best and worse. I’ve learned important lessons and information in every job. Since I worked my way through college and law school with the help of an academic scholarship, I have had a lot of non-professional jobs, and each opportunity provided important experiences for that particular point in my life. For example, in college I was fortunate enough to get a job as a truck driver for Coca Cola. I got the job by showing up in the parking lot every day for a week at 6:30 a.m. and making my case to the manager as he got out of his car. For the first four days he said no and told me to go away, although I sensed him softening as the week progressed and his no becoming less vociferous. On the fifth day he relented and told me he would give me a shot. I had to scurry quickly and learn how to drive a stick shift. It reinforced the value of tenacity, hard work, and risk taking. Additionally, I had to join the Teamsters Union so I was able to get an inside look at how a union shop operates (and I have used that experience in various company activities in my career). Ultimately, I realized that I did not want to drive a truck for the rest of my life, so it made me more eager to do well in school.
E: What’s the dumbest/smartest question that someone has ever asked you in an interview, and how did you answer it? (For example, someone reported to us that they were once asked, “If you were a vegetable, what would you be and why?”).
GD: I was interviewed by a head of sales once. He took a pen out of his pocket, handed it to me, and told me to sell it to him. At the end of the exercise, he did me the favor of explaining his reasoning to me. It was simple but effective. He wanted to see how persuasive I could be, whether I focused on the features or benefits, how I was able to ask probing questions, and how well I listened to ferret out customer needs before I started talking. These are all skills that are important, not only for a salesperson, but an in-house lawyer as well.
