Using Your Legal Skills to Move From Outside Counsel to In-House Corporate Counsel or Move From The Corporate Legal Department to the Business Side of The Corporation National Bar Association Commercial Law Section Corporate Counsel Conference Atlanta, Georgia February 2017 This panel, comprised of senior level corporate executives and law firm leaders, will discuss key considerations in using your law degree for a career advancement from outside counsel to in-house counsel. The conversation will include a dynamic discussion about the necessary and unique skill set required for a transition from the corporate legal department to the business side of a corporation.

MODERATOR: Kimberly D. Stevens Partner Hawkins Parnell Thackston & Young LLP James G. Bynoe Vice President, Director Claims Litigation Management Liberty Mutual Wes Alexander Second Vice President, Employee Relations Travelers Insurance Noni Ellison Southall Associate General Counsel & Assistant Corporate Secretary W.W. Grainger, Inc. Jennifer Johnson Burns Vice President & Group Counsel Equifax, Inc.

1. Transitioning From Law Firm to In-House Corporate Counsel

PATH TO THE COVETED IN-HOUSE LEGAL POSITION

Develop Relationships Firm Client Develop Relationships Recruiters

LAW FIRM VERSUS CORPORATE LEGAL DEPARTMENT: “PROS AND CONS”

Billable Hours Requirement LAW FIRM Billable Hours Requirement Pressure to Develop Business / Bring in Clients Long Hours Resources, Amenities Increased Compensation Opportunity Specialist Trouble Shooter Attorney Is The Revenue Generator “Rain Maker” Career Path – Make Partner or Leave Firm

Work-Life Balance (Reality or Perception) CORPORATE LEGAL DEPARTMENT Work-Life Balance (Reality or Perception) Focus On One Client / Different Internal Groups Managing Outside Counsel Resources, Amenities Managing Conflicts of Interests Legal Department Cost Center – Traditionally Not Revenue Generator Limited Number of Positions Available In Legal Department Advancement Opportunity Within Legal Group

Learn the business, operations & strategy IN-HOUSE COUNSEL SKILLS Learn the business, operations & strategy Focus legal advice in terms of the business objective Give concise focused advice – not abstract Fast turnaround time often required Don’t over lawyer Step outside of comfort zone

2. Moving From the Legal Department to the Business Side of a Corporation

Different Skill Set Business Acumen Key Big Picture Strategist Financial Analysis People Management Focus On Team Focus On Accomplishing Corporate Goals versus Obstacles Preventing Goals Solution Oriented versus Risk Aversion Communication Style - Speak the Business/Industry Language Not Legalese

Learn The Business / Industry CAREER PATH Learn The Business / Industry Develop Relationships With Business Leaders Find A Mentor Identify Problems, Revenue Growth or Saving Opportunities and Offer Solutions Identify Opportunities In and Outside Your Company

3. Diversity: Corporate Counsel and Outside Counsel Considerations

Law Firm Corporate Clients Require Diversity In Its Legal Counsel THE IMPORTANCE OF DIVERSITY Corporations Market and Sell To Diverse Consumers of Products and Services Law Firm Corporate Clients Require Diversity In Its Legal Counsel Diverse Jury Pools Decide Corporate Matters Diversity in the Legal and Business Community Encourages Different Ideas, Considerations, Viewpoints and Problem Solving

Diversity Initiatives Require Top Leadership Support in Corporations and Law Firms To Be Meaningful Corporate Counsel Have Leverage to Increase Diversity Within Law Firms Diversity Coordinator Positions Within Law Firms

? Questions

MODERATOR: Kimberly D. Stevens Partner Hawkins Parnell Thackston & Young LLP Kimberly D. Stevens is a Partner with Hawkins Parnell Thackston & Young LLP. She is an experienced civil trial attorney who represents Fortune 500 companies and governmental entities in complex business disputes, premises and product liability matters, catastrophic injuries, employment and toxic tort litigation. Before joining HPTY, Kimberly served as in-house counsel for an energy company representing the parent company, its subsidiaries, employees and officers in civil litigation and providing counsel to the business units. Prior to working as counsel for the energy company, Kimberly worked for one of the “Big Three” American automobile companies as a member of management teams in operations, human resources, and labor negotiations. PROFESSIONAL EXPERIENCE Kimberly is licensed in Michigan and Georgia, but has represented clients and managed litigation in federal and state courts in several states, including Alabama, California, Illinois, Michigan, Mississippi, New York, North Carolina, South Carolina, Tennessee, Texas, and West Virginia.

James G. Bynoe Vice President, Director Claims Litigation Management Liberty Mutual James G. Bynoe is Vice President, Liberty Mutual Insurance Commercial Insurance Claims, where he serves as Director of Claims Litigation Management. The Claims Litigation Management group oversees and directs efficient utilization of legal services across all lines of business. Jim’s unit has responsibility and oversight of the legal fees, allocated expense, and total loss dollars associated with litigated and non-litigated matters for Commercial Insurance Claims, in addition to the creation and implementation of litigation management processes that support the business unit’s strategic and tactical priorities. Prior to assuming his current position, Jim worked in the Market Relations Group where he provided consulting and analysis to the company’s Strategic Business Units on managing legal services and the associated allocated costs. Market Relations is responsible for maintaining and disseminating information regarding Liberty’s legal services, including information about the company’s managed panel firms and lawyers, cost metrics, comparative performance analyses, rate structures, customer presentations and case outcomes.   Jim began his career with Liberty Mutual in 1989 where he served as a trial attorney. In 2000, Jim was appointed Resident (Managing) Attorney of the Worcester, MA staff counsel office where was responsible for the day-to-day operation of the office and handled high exposure, complex civil litigation for a number of Liberty’s National Markets insureds. In 2007, Jim returned to the Boston office where he served as Senior Corporate Counsel and continued to try cases for National Markets accounts until obtaining his positions in the Market Relations group in 2008, and Commercial Insurance in 2012.

Wes Alexander Second Vice President, Employee Relations Travelers Insurance Wes Alexander, Second Vice President, Employee Relations, is currently responsible for all of Travelers’ Personal Insurance and Operations Employee Relations matters, policies and initiatives.  Prior to working for Travelers, Mr. Alexander worked in several roles for Liberty Mutual Insurance Company including AVP & Director of Employee Relations, Director of Benefits Administration and In-House Employment Law Counsel. Prior to working for Liberty Mutual, Mr. Alexander was an in-house employment lawyer for Circuit City Stores, Inc. and he worked for several Am Law 100 law firms in Washington, D.C.  Mr. Alexander earned his Bachelor’s degree, magna cum laude, from the University of Pittsburgh, where he was the Captain of the Men’s Varsity Track and Field Team and his Juris Doctorate from the College of William and Mary, where he was a member of the William & Mary Bill of Rights Journal and the William & Mary Environmental Law and Policy Review.

Noni Ellison Southall Associate General Counsel & Assistant Corporate Secretary Grainger Ms. Noni Ellison Southall joined Grainger in 2015 as Associate General Counsel and Assistant Corporate Secretary and is responsible for leading the support on finance, treasury and governance issues worldwide. Prior to Grainger Ms. Southall was with Turner Broadcasting Systems, Inc. in roles of increasing responsibility, often handling licensing and other intellectual property matters. She was a lead marketing attorney for Turner’s entertainment networks and managed the legal support for their music division. She also completed a long term assignment in Turner’s Hong Kong office, negotiating international joint venture and licensing deals. Before Turner, Ms. Southall worked at Scripps Networks, Inc. and with two prominent national law firms. During this time, she worked on a variety of distribution, finance, bankruptcy, corporate governance and business formation issues. Ms. Southall received her Bachelor of Arts degree from Howard University, magna cum laude. She received her law degree and MBA from the University of Chicago. She is an active community contributor and in 2012 received the Justice Benham Service to Community Award from the State Bar of Georgia. She is also the recipient of numerous other awards and appointments, including being appointed by the Fulton County Board of Commissioners to and serving as Vice-Chair of the Metropolitan Atlanta Rapid Transit Authority Board of Directors.

Jennifer Johnson Burns Vice President & Group Counsel Equifax, Inc. Jennifer Johnson Burns currently serves as Vice President & Group Counsel for Equifax, Inc. She is accountable for legal support on all revenue generating business transactions across the U.S. businesses within Equifax, including both B2B and B2C. In her role, she leads the team of lawyers and contract managers who provide business and legal advice and support on a wide range of commercial transactions and matters arising in day-to-day operations. Prior to her current role, Jennifer served as the primary legal advisor to the President and senior leadership team of the $1 billion U.S. Consumer Services business division at Equifax, where her responsibilities included partnering with business leaders and aligning legal resources and initiatives to drive results and growth. Jennifer also serves on the Board of Directors of Communities in Schools of Georgia, volunteers with a number of community organizations, including the Pro Bono Partnership of Atlanta, and chairs the School Council of her neighborhood elementary school. Jennifer began her legal career at King & Spalding after obtaining a J.D. from Columbia University and a B.A. from Spelman College. She is a native of Baltimore, Maryland. Jennifer is a mother of three and resides in Atlanta.