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2Q2010 2...Strategic Planning for Law Departments 4...This Year’s ACC MI Golf Outing Will Be Better Than Ever! 4...Welcome to the Chapter’s Newest Members! 5...Leader Spotlight: Bernie Lourim 5...Looking for ways to get involved? 6...Scholarship Foundation Recognizes 2010 Awardees 6...Upcoming Events 7...Get Active In ACC Michigan

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President’s Message Tim Guerriero

ACC MICHIGAN WANTS YOU!! (and I can guarantee that YOU will want ACC) Welcome to the inaugural issue of the Association of Corporate Counsel Michigan Chapter newsletter. This represents our latest effort to reach out to, communicate with and create an active community of ACC members in Michigan. You are receiving this newsletter because you are a member of ACC and ACC Michigan. This fact shows that you have recognized and appreciate the value of ACC as the premier professional association for in-house counsel. No doubt you have taken advantage of the many member services offered by ACC, including the Annual Meeting, the InfoPAKSM resources, the member to member networking, the ACC Online Library, In-house JoblineSM and other outstanding resources available to all ACC members nationwide. We hope you will now take a closer look at the opportunities and resources offered by ACC Michigan as your local connection to the ACC membership experience. ACC Michigan has almost 400 members working as in house counsel in business, industry, government, non-profit and other organizations

located throughout the State of Michigan. This makes ours a mid-size chapter by national standards, and provides the chapter with a robust membership base to carry on the work of ACC in Michigan. ACC Michigan is governed by a 16 person Board of Directors, all of whom give freely and generously of their valuable time to serve the mission and goals of the ACC Michigan Chapter. The chapter’s mission is to involve the membership in substantive legal seminars aimed at the specific needs of in house counsel, sponsor social activities and other events, to provide networking opportunities where in house counsel can commiserate and share ideas, challenges and solutions, and sponsor charitable activities designed to give back to the state and communities which support the businesses and organizations we serve. To do this effectively, and to maximize the invaluable benefits that active membership in ACC can bring to your in house practice, it is vitally important that you, as a member, participate and become involved in these activities.

Ultimately, our chapter is only as strong and as effective as our member participation allows. This is my invitation to you to join in, sign up, attend, and participate in what I can assure you will be time and effort well spent, personally and professionally. How can you get involved?? Let me count the ways: 1. Attend our legal seminar programs throughout the year. 2. Attend our “Spring Social” in June and get to know your fellow ACC members in Michigan. 3. Sign up for and participate on a Board Committee (Programs, Membership, Communications, Golf Outing, Pro Bono, Social) and be a part of the process. 4. Attend the Annual Golf Outing each September, bring in-house colleagues and friends, and have a great time with your fellow in house counsel and contribute to the Chapter’s Scholarship Foundation at the same time; 5. Attend our Annual Meeting in December for our year closing social event. Continued on page 

Strategic Planning for Law Departments: Top Ten Nuggets from the Knowledgeable

Frederick J. Krebs, President of ACC, Deborah M. House, former Vice President & Deputy General Counsel, ACC In these days of extreme competition and corporate belt cinching, chief legal officers, like other heads of corporate business units, are increasingly being asked to engage in the corporation’s strategic planning process. The corporation’s business goals, and the internal departmental goal of providing the best and most economical legal services possible drive this process. We recently interviewed nine current or former chief legal officers based in Europe, Canada and the US, from a wide variety of industries to gain their insight into the law department strategic planning process. We gleaned the following nuggets of wisdom from their planning experiences.

1. One size does not fit all.

Your strategic planning process should take into account that the needs of companies/organizations (clients) will differ significantly and will constantly be subject to change. As a result, what they need and what you do will vary greatly. For example, if a company is in an aggressive acquisition mode, or implementing a new brand, or downsizing—all of those needs will drive the legal department’s plan. The strategic plan for the legal department should also take into consideration the history/status/ structure of the department (what it is and what it should be) and how that will affect the delivery of legal services. Creation of the strategic plan also provides a valuable opportunity for in-house counsel to not only respond to their clients’ needs, but to be pro-active as well. Moreover, client input can help determine how in-house counsel respond to client needs (e.g., how important legal news should be communicated). It can also be used to manage client expectations.

2. There is no substitute for careful thinking and planning.

Although approaches may vary, traditional strategic planning contemplates a progressive analysis and undertaking that typically starts with the creation of clear mission and

value statements, identifies strategic issues, progresses to the development of strategic goals and objectives, and finally to the creation and implementation of an action plan to meet the identified objectives. While the process should not be tortuous or any element belabored—it does require some important work that should not be avoided. Perhaps most importantly, you should understand the end goal and what you need to achieve. As one CLO put it: “plan from the future backward” and another said simply: “think before you plan!”

3. Align with and participate in the company’s (client’s) strategic planning.

While the level of sophistication of strategic planning may vary from company to company, as a general matter our business partners are ahead of us in the strategic planning department. This fact can be used to the distinct advantage of the legal department because aligning with the corporate goals facilitates the creation of the strategic plan for the legal department (to say nothing of enhancing counsel-client relationships). For example, if the client determines that one of its goals is to invest in a new foreign market, that goal will direct the legal department’s plan as it determines how it will support that endeavor. It is important to stress, however, that the legal department’s strategic planning should not be simply a reactive endeavor. Rather, it is vital that the legal department secure a chair at the table of the corporate planning process and contribute to that process. For example, if the client’s strategic goal is to move into a new foreign market that is subject to a legal and regulatory framework that makes outside investment very difficult—that fact needs to be brought to the attention of the client during the strategic planning process- not afterwards. That will not happen unless counsel is at the table. On a more mundane note, several CLOs noted that the department’s plan should be written in the same style and format as the company plan

to facilitate communication and alignment. And make sure you have the right people at the table when you do your internal department planning. You should involve appropriate staff in your planning process. And once you develop the goals, objectives and action plans make sure that all staff generally understand the where, why, how, what, and when that underlie those plans, and align their goals and activities appropriately. Note too that outside counsel may be appropriate participants in this process especially if you anticipate they will be important participants in achieving your goals.

4. The right horse for your course.

While we hesitate to compare in-house counsel (as one of our interviewees did) to equines, the underlying analysis attached to this phrase makes a good point. Your best attorney may not be the best attorney for the jobs required by your strategic planning. It does not mean existing staff is not competent. Rather, consider this--even a Kentucky Derby winner is not going to perform well in the Grand National Steeplechase or as a performing Lipizzaner Stallion. As corporate goals and legal department goals change, you must constantly reassess your department. Do you have access to the right skills sets to get the job done and if not, how will you get them? Perhaps you need more generalists and fewer specialists or vice versa given new corporate needs. And do not limit this evaluation just to in-house counsel; it applies to outside counsel as well.

5. Understand your client’s business.

This cannot be said often enough as it applies to everything that you do. If you do not understand how the business works then you cannot help your client go where it needs to go; you cannot be a true business partner. And this applies from start to finish, including how your client makes money, the business climate in which it Continued on page 



Michigan Chapter FOCUS 2Q10

Continued from page  operates, and the legal and business risks that it faces. For example, say your client engages in a particular type of transaction that by sheer numbers is profitable for the company, but on an individual basis runs on tight margins. In your strategic planning you will need to provide legal services that match those characteristics (e.g., by securing one outside law firm to do all of the transactions, but at a below market fixed price that would not be profitable for several firms splitting the business.) If you did not understand how the business operates your analysis about how to provide legal services may be faulty.

6. The bottom-line counts.

As a general matter, lawyers have a bad reputation as budget planners who traditionally argue that you cannot predict or control legal costs, especially litigation. In today’s business environment many (if not most) clients do not tolerate this position. Good legal department strategic planning requires good budget planning. Part of this process requires understanding how you spend your legal dollars and determining whether you spend them in the right places. For example, you may find that others may handle the work done by your lawyers more cheaply and more effectively, such as paralegals or even clients with the right training and support. In other cases you might pinpoint areas of high risk and greater need for legal services. Data from past activities will be useful in making this analysis. One CLO said he intended to develop a metric based on “the cost of failure” with failure being defined as anytime the company gets into a dispute where the company paid more than originally obligated including for legal services, settlements or because of contract disputes, or even to address employee disgruntlement. Lawyers do not like to project and adhere to proposed expenditures—but it can be done.

7. You are what you track; get the data, analyze, and apply it.

The importance of securing and applying the appropriate metrics cannot be underestimated. One of our interviewees noted he works off a pyramid structure

to demonstrate this. At the bottom of the pyramid is data, the next layer up is facts, the next ascending layer is knowledge, and the pinnacle component is wisdom. Data may come in many forms—crunching of numbers from outside counsel, numbers relating to transactions provided by clients, estimated hours to accomplish projects, timelines, client surveys, legal spend inside and out as well as the number and types of lawsuits. Collect the data and then use it in the strategic planning process.

8. Culture matters.

Strategic planning cannot be conducted in a vacuum. The existing culture of the company—or perhaps the absence of an appropriate culture—must be taken into consideration. For example, if the culture of the company is to marginalize lawyers or to view them as obstacles—that fact should be taken into consideration in strategic planning. In fact, part of the strategic planning in such an instance may be to establish an action plan to turn this culture around since the ability of the legal department to be effective is going to be directly affected by such a culture. Similarly, if the culture of the company is that business units work in competitive silos, and the goals of the company contemplate maintenance of the status quo, that also must be taken into consideration in planning and providing legal services.

9. Do not overanalyze.

The traditional strategic planning process contemplates a certain analysis. However beware of getting bogged down in the details. For example, do not torture yourself over whether something is an objective or a goal or whether your mission or values statement is perfect. Avoid a never-ending search for the appropriate data that may not exist or overspend your energies on compiling it. Dive in and get started with your planning and recognize your first time through the process may not be perfect. You can always start creating the data you now know you need; do not spend time bemoaning the fact that it doesn’t exist currently. Moreover, the strategic planning process is not stagnant. You will have plenty of time to correct course as you move forward, and in fact should do so regularly.

10. Strategic planning can be more than strategic planning.

Use the planning process to achieve other goals. For example, one CLO saw it as a great tool for team building. It might also present a chance for an attorney to step out of his/her comfort zone and act as a leader where they otherwise might not have such an opportunity. Finally, it can be a way to direct and implement change in a manner that allows staff to understand the reasons, and gives them an opportunity to climb aboard or remain behind.

Additional Resources

Strategic Planning for In-house Counsel (ACC InfoPAK) http://www.acc.com/resource/v6813 Law Department Management (ACC InfoPAK) http://www.acc.com/resource/v6014 Leadership Training for Attorney Managers: If You Lead, Will They Follow? (ACC Docket Article) http://www.acc.com/resource/v8492 Triple Time: Three Hot Ideas for Improving In-House Law Departments (ACC Docket Article) http://www.acc.com/resource/v7172 Metrics to Creating & Fostering a Successful Law Department (Program Material) http://www.acc.com/resource/v8441 A View from the Top: CEOs Forecast Their Vision & Plans for In-house Counsel (Program Material) http://www.acc.com/resource/v5586 In-house Counsel Legal Department Ethical and Professional Conduct Manual: Chapter One: Legal Department Mission/ Vision/Value/Roles/Goals (Quick Reference) http://www.acc.com/resource/v8413 Performance Improvement Plan (Sample Policy) http://www.acc.com/resource/v7196 Managing to Motivate and Maximize Productivity in the Law Department (Webcast Transcript) http://www.acc.com/resource/v7606 

This Year’s ACC MI Golf Outing Will Be Better Than Ever! Make your plans now to join us for the 13th Annual ACC MI Golf Outing, set for

Tuesday, September 14 Fox Hills Golf Course Plymouth, Michigan As in years past, the 2010 Outing promises to be a day full of fun and networking, all for a good cause. Where else can you enjoy 18 holes of golf on a championship course — followed by mini-massages, an open bar, dinner and prizes — all while supporting scholarships for some of Michigan’s best and brightest law students? This year, the ACC MI Scholarship Foundation has expanded its scholarship opportunities to include all Michigan law schools. This event is a great opportunity to network with your in-house colleagues, and to support a good cause. More details of the outing, including sponsorship opportunities will be forthcoming in the next few weeks, but for now mark your calendars. We hope to see you there!

Among those in attendance at the 2009 ACC MI Golf Outing were (left to right): Brian Smith, Holcim Inc.; Mike Costello, Meadowbrook Insurance Group; Deanna Dixon, Clark Hill PLC; Tim Guerriero, TI Automotive Ltd.; Ellen Padesky Maturen, Pulte Homes; Matthew Case, Blue Cross Blue Shield of Michigan; Christine Viegas, The Auto Club Group

Welcome to the Chapter’s Newest Members! Patrice L. Baker, Oakwood Healthcare, Inc. Craig A. Baldwin, Guardian Industries Corp. Pamela J. Burbott, Penske Automotive Group, Inc. Susan M. Diehl, LST Advisors LLC Jeanne D. Dodd, Dow Corning Corporation Steffany J. Dunker, Spectrum Health System Brett M. Godush, Four Winds Casino Resort



Michigan Chapter FOCUS 2Q10

Cortney Goldberg, Dow Corning Corporation Jonathan Hinkemeyer, Dow Corning Corporation Judson Hoffman, AOL Inc. Kyle Krywko, Guardian Industries Corp. Michelle LeVeque, Alticor, Inc. Kathy Lochmann, AlixPartners LLP Elizabeth A. Logan, Fanuc Robotics America, Inc. David L. McKee, Comau, Inc. David C. Nelson, Penske Automotive Group, Inc.

Jason C. Pfeffer, GSM Association Carol Ruth Shepherd, NSK Corporation Peter N.Tassie, Ford Motor Company Tina M. Wertheimer, Continental Automotive Systems US, Inc. Warren J. White, ER-One, Inc. Lawrence H. Wilhite, Sparrow Health System Melanie M. Winslow, Downriver Refrigeration Supply Gregory D. Wittrock, Masco Corporation

Leader Spotlight: Bernie Lourim

General Counsel, FANUC Robotics America, Inc. Rochester Hills, MI FANUC is the leading supplier of robotic automation for a great variety of industries. What has been your involvement with ACC? I have been a member for about ten years, since 2000. I have been a member of the Michigan Chapter board of directors since 2001. I am currently also Chairman of the Pro Bono Committee and Treasurer of the Michigan Chapter. What value do you get from ACC? I get great value from meeting other inhouse counsel. I like to be able to talk with them about what is going on in their lives, both personal and professional. It gives me the opportunity to discuss common problems and best practices. I like to learn how they handle things. Do you get value from serving on the board? I get extra value from serving on the board because the meetings and other contacts give me more opportunities to interact with in-house counsel. The same is true in regard to the committee involvement. Being active in ACC increases my exposure to like-minded and similarly situated professionals. And there is satisfaction in serving the profession. What do you enjoy outside of work? My family (wife and three children) are my first priority. After that probably my biggest activity is running in and training for Triathlons and marathons. I have entered and finished the Detroit Free Press Marathon four times and in 2009 I completed a half-Ironman in Monroe Michigan. My times are not noteworthy (I run for the health and social benefits), but one day I

would like to qualify for the Boston Marathon and I am getting closer. I also enjoy golf, playing the piano, chess, music, reading, and friends. I noticed that you ran for the Troy School Board,… Yes, I have a strong passion for education and especially the schools that my children attend. I lost to the incumbents, but I learned a great deal about politics and myself. What books are you currently reading? In keeping with my interest in running, I am reading Born to Run by Christopher McDougall. I am also reading Tim Russert’s Wisdom of Our Fathers. Where did you go to school and why? I attended University of Michigan as an undergrad, mostly because I received an Evans (full ride) scholarship. I attended the University of Michigan Law School because I thought it was and still is a great school and I loved Ann Arbor. Why did you go into law? At first I was just interested in law as an area of study. Closer to law school I became more interested in public interest law. In the natural course of events, after law school I first went to work for a Detroit law firm, Hill Lewis.

How did you end up at FANUC? It was really coincidental. A friend suggested the lead to me. I had a background in both litigation and corporate matters, which uniquely qualified me for an in-house position. What type of matters do you handle in your practice? What’s your biggest challenge? As General Counsel, I handle a broad variety of matters, but the most significant areas are IP, commercial transactions, both domestic and foreign, corporate governance, and legal and ethical compliance. Interestingly, the IP concerns both controllers (computers and electrical) and robots (more mechanical). My biggest challenge right now, in these difficult economic times, is to minimize or eliminate costs related to legal issues. What do you enjoy most about your present job? More than anything, I enjoy working with the geniuses who can design, build, and operate our robots and robot systems. Every day, I see something new that they have accomplished and it amazes me how they did it and how beneficial it is to a manufacturing economy.

Looking for ways to get involved in the Michigan Chapter of ACC? Our chapter has several working committees and all would welcome your help. Please contact our Chapter Administrator, Mitzy Sharp Futro, at [email protected] if you are interested in serving on one of the following committees: • Membership: Brett Pynnonen, Federal Mogul Corporation Email: [email protected]

• Program: LaTrina Edwards, The Auto Club Group Email: [email protected] • Pro Bono: Bernie Lourim, FANUC Robotics America, Inc Email: [email protected] • Annual Golf Outing: Brian Smith, Holcim (USA) Inc. Email: [email protected]

• Social: Andrean Horton, The Bartech Group Email: [email protected] • Communications: Kelly Freeman, Meadowbrook Insurance Group Email: [email protected]



Michigan ACCA Scholarship Foundation Recognizes 2010 Awardees Each year, the Michigan ACCA Scholarship Foundation awards the “Scholarship for Academic Excellence in Corporate and Business Classes” to one student at each of four Michigan law schools: Michigan State University College of Law, Thomas M. Cooley Law School, University of Detroit Mercy School of Law and Wayne State University Law School. In each case, recipients have demonstrated excellence in designated corporate-related courses. The 2010 Scholarship Awards reception was held March 31 at the Auburn Hills Campus of Thomas M. Cooley Law School. ACC Michigan members, as well as faculty and staff from each participating school, joined friends and family in recognizing the 2010 recipients: • Daniel Rak, Michigan State University College of Law • Ida Marie Worden, Thomas M. Cooley Law School • Samantha Borden, University of Detroit Mercy School of Law • David Ludington, Wayne State University Law School

The Michigan ACCA Scholarship Foundation hosted its annual Scholarship Reception on Wednesday, March 31, at Thomas M. Cooley Law School in Auburn Hills. Among those enjoying the evening were (front row, left to right) Samantha Borden; Kelly Freeman, Meadowbrook Insurance Group; Dan Rak; LaTrina Edwards The Auto Club Group; Marie Worden; Ellen Maturen, Pulte Homes Inc; Chris Viegas, The Auto Club Group; and Michigan ACCA Scholarship Foundation President Mike Costello, Meadowbrook Insurance Group; joined by (back row, left to right) Cooley Law School Auburn Hills Campus Associate Dean John Nussbaumer; David Ludington; Lance Lis, Inteva Products LLC; Brett Pynnonen, FederalMogul Corporation; Bernie Lourim of FANUC Robotics America Inc; Tim Guerriero, TI Automotive Ltd.; Matthew Case, Blue Cross Blue Shield of Michigan; and Wendell Russell.

Upcoming Events 2010 ACC MI Spring Social Thursday, June 10, 2010 Fleming’s Steakhouse (Birmingham) Enjoy an Evening Out with ACC MI The annual Spring Social is fast approaching! Each year the Social provides an opportunity to step out of the office, enjoy great food and wine, and get to know your fellow ACC members. This year’s event will be held on Thursday, June 10 from 5-8 PM at Fleming’s Steakhouse in Birmingham.

 Michigan Chapter FOCUS 2Q10

Admission is just $15 if you register before June 7 ($20 after). This special event is open to both current and not-yet members, so bring a colleague and introduce them to the ACC! 13th Annual ACC MI Golf Outing Tuesday, September 14, 2010 Fox Hills Golf and Country Club (Plymouth) 2010 ACC MI Annual Meeting Tuesday, December 7, 2010

Yes, You Can Pay with a Credit Card… You spoke, we listened! You can now register for ACC MI social events and education programs with a credit card. Simply visit the Chapter homepage at www.acc.com/chapters/mich and use the drop-down menu to choose the event you’d like to attend. Click the “Add to Cart” button, and you’re on your way! Questions? Contact Mitzy at [email protected]

Board Members and Contacts President Timothy Guerriero TI Automotive Ltd. Vice President & General Counsel 586.755.8066 [email protected] First Vice President Brian Smith Holcim (US) Inc. Corporate Counsel 734.529.4315 [email protected] Secretary Wendell Russell Attorney 616.916.4656 wendellrussell23@yahoo. com Treasurer Bernard Lourim FANUC Robotics America Inc Corporate Counsel 248.377.7348 Bernie.lourim@ fanucrobotics.com Immediate Past President Ellen Padesky Maturen Pulte Homes, Inc. Associate General Counsel 248.433.4611 [email protected] Christine Bernhard Viegas The Auto Club Group Vice President Office of General Counsel 313.336.1795 Cbernhard-viegas@ aaamichigan.com Matthew Case Blue Cross Blue Shield of Michigan Senior Attorney 313.225.9524 [email protected]

LaTrina Edwards The Auto Club Group Assistant General Counsel 313.336.1968 Lmedwards@aaamichigan. com Kelly Freeman Meadowbrook Insurance Group Inc Assistant General Counsel 248.204.8281 kfreeman@meadowbrook. com Andrean Horton The Bartech Group General Counsel & Corporate Secretary 734.953.5050 x33 ahorton@bartechgroup. com Lance Lis Inteva Products, LLC General Counsel 248.655.8900 [email protected] Lawrence Paulson ThyssenKrupp USA, Inc. Assistant General Counsel 248.643.3755 Larry.paulson@ thyssenkrupp.com Shane Pranger Learning Care Group, Inc. Attorney-Compliance [email protected] Brett Pynnonen Federal-Mogul Corporation Associate General Counsel 248.354.1748 Brett.pynnonen@ federalmogul.com Jeffrey Rumley Blue Cross Blue Shield of Michigan Vice President & General Counsel 313.225.9601 [email protected]

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6. Write an update/article for the newsletter on a topic of current interest Your participation, ideas, enthusiasm, suggestions and support are what make ACC and ACC Michigan the valuable resources that they are. I hope you will join us this year and in the future as we work to help the in house profession grow and prosper in Michigan. TMG

Get Active In ACC Michigan Get more value from your ACC membership. By participating in an ACC Committee, or serving on the Board of Directors, you will meet other Michigan in-house counsel, work on areas of interest, and create a wonderful network of colleagues and friends. Committee meetings are generally by telephone and take only a small amount of time and effort. Please join us! ____

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Please Complete This Form and Return To Mitzy Sharp Futro: FAX: 313.965.0842 EMAIL: [email protected]