18 FALL 2005 FIELD GENERALS become a frequent speaker abroad for the Business Software Alliance, an industry group that advocates for strict antipiracy laws. “The kind of work you do as outside counsel is limited,” said Sterling. “You get in late, after the major decisions have been made. You’re detached from the heart and soul of the business.” “Going in-house has become a wonderful career path,” said John Roos ’80 (BA ’77), CEO of Wilson Sonsini, a Palo Alto, California, law firm that has been intimately involved with the technology industry since the early years of Silicon Valley. “Now, general counsels are a core part of the senior teams at the companies we represent. I don’t think that was the case 20 years ago.” “These are situations where law is unsettled—no one has a clue as to how it’s going to apply. What you do know is that, in all probability, it’s going to be a lawsuit involving you that will establish the law.” —Michael Jacobson, eBay Losing some of his firm’s best and brightest lawyers to clients on an increasingly regular basis stings a little, Roos admits. But the firm has found a way to turn the phenomenon to its advantage: It created an alumni association of current and former members of the firm that holds frequent networking events. These events often lead to career opportunities for young Wilson Sonsini lawyers who are impatient about making partner. Rather than going to other firms, these young lawyers sometimes move in-house to work with Wilson Sonsini alumni. Stronger relations with Wilson Sonsini alumni, of course, also lead to more business for the firm. “Sometimes you lose people you’d rather not lose, but overall, [the popularity of the in-house career path] has become an advantage to us. Witness the former partners who are now general counsels at major companies,” Roos said. “The legal departments of a significant percentage of our clients are run by former attorneys of ours. When I give speeches to our first-year associates, I talk about career paths, and going in-house is one of them.” The Government vs. Tech Icons One indicator of any general counsel’s value is whether the company’s business continues to function well under the glare and pressure of regulatory investigations and actions. And nowhere is that more important than in the technology industry, where the government has been quick to step in to stop acquisitions, curtail the use of new technologies, and force companies to alter their business practices. “The biggest challenge as a general counsel was finding ways to explain the technology and business of Microsoft, particularly to government officials and other influentials,” explained Neukom. Most people think of Microsoft’s antitrust battle—the highest-profile case brought by the government against a corporation since the breakup of Standard Oil in 1911—exclusively in terms of the five-year struggle over Microsoft’s decision to make its browser technology part of the Windows operating system. Neukom, however, sees it as a continuous 12-year campaign with regulatory agencies, which was fueled primarily by the government’s long-running solicitation of complaints from Microsoft’s competitors. “In those days, there was a lot of envy and suspicion in the technology business; companies and careers and fortunes were being made and lost in real time,” said Neukom. One of Microsoft’s old adversaries, Oracle, faced a bit of karmic comeuppance in 2003 when PeopleSoft invoked antitrust law in its attempt to block Oracle’s $6 billion hostile takeover. “PeopleSoft’s antitrust defense was to actively lobby regulators,” said Daniel Cooperman, Oracle’s general counsel since 1997. “Even though the company itself was the target of a tender offer made directly to shareholders, PeopleSoft’s officers put their thumb on the scale by visiting the major states to lobby state attorneys general and representatives in Congress to oppose the deal on antitrust grounds. They spent time at the Department of Justice and with European Commission regulators too, encouraging them to oppose the deal.” In February 2004, Oracle upped its bid to more than $9 billion, PeopleSoft rejected it, then Oracle suffered a setback that looked like it might kill the acquisition. “The Department of Justice sued us to enjoin the transaction, joined by seven states,” Cooperman said. Stymied by the U.S. Department of Justice and facing an adverse staff recommendation of the European Commission, Oracle mounted an aggressive defense of the transaction in federal court. After a federal judge found no basis to block the transaction
FIELD GENERALS 19 STANFORD LAWYER Louis Lupin ’85 Senior Vice President and General Counsel, Qualcomm Mark Chandler ’81 Vice President, Legal Services, General Counsel, and Secretary, Cisco Systems
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