Women General Counsel in the Fortune 500: Taking Risks and Setting the Standard for Success

Featured in this article:

Susan R. Lichtenstein (Ameritech)
Pamela Strobel (Unicom Corporation)
Rebecca Goss (Eli Lilly and Company)
On deck

Women lawyers are making significant strides in the corporate world. Of the general counsel who run the Fortune 500's legal departments, 43 are women. Fifty-six percent of the women general counsel were hired between 1996 and 2000 and on average, they manage 30 attorneys and legal budgets in the millions of dollars. There's no reason this trend should stop: There's plenty of qualified women attorneys working their way up the legal department corporate ladder.

A confluence of factors is behind the rise in women general counsel. Part of it is setting a traditionally trendsetting state, California leads the way with the most female general counsel of Fortune 500 companies, with six. Illinois is second, boasting five female general counsel, followed by New York and Texas, which have three. There are also the individual women lawyers who, over the years, have collected the requisite skills to become GC: excellent legal reputations, strong communication and interpersonal skills, problem solvers, strategizers, and savvy business acumen.

"A general counsel has to have both in-depth knowledge of business and in-depth knowledge of law," says Rebecca O. Goss, senior vice president and general counsel of Eli Lilly and Company. "You have to present an argument why you are of more value than outside counsel."

If there is a common thread among the women who find themselves running legal departments it has to do with risk. "My greatest opportunities have not come around because I planned them," says Susan R. Lichtenstein, senior vice president and general counsel of Ameritech. "They sometimes require a leap of faith."

After 16 years of private practice, Pamela B. Strobel took the leap and became general counsel for one of the largest electric utilities in the United States, Unicom Corporation and its chief subsidiary, Commonwealth Edison Company. "I had a series of things that led me to be at the right place at the right time," says Strobel.

Taking risks can began early in a legal career. "Be willing to take the personal risk of speaking up and saying what you think," suggests Goss.

According to the 2nd Annual MCCA/Winston & Strawn Women General Counsel in the Fortune 500 Survey, there are still many challenges that must be overcome to increase the number of female general counsel in the nation's largest companies.

"Leadership skills, visibility," and the lack of emphasis by corporations on hiring women are some of the remaining obstacles, says one woman general counsel in response to the survey. She suggests that women who have their sights set on general counsel seek out more training, mentoring and education, specifically business training.

Another female general counsel who responded to the survey said that the board of directors needed to be more accepting of women as general counsel. And women must work harder to overcome the perception that they are not "technologically savvy." She recommended that women seek out positions on board of directors and for the media to promote the achievements of women in high tech and dot com companies. Echoing that suggestion, another woman general counsel said in the survey that women in nontraditional roles, such as in manufacturing companies, should seek out more press attention.

But perhaps the barriers will be made obsolete by sheer numbers. Already, the pipeline of qualified candidates is filling up (see story sidebar). "The more of us there are," writes one female general counsel to the survey, "the less we will see these barriers."

Susan R. Lichtenstein (Senior Vice President and General Counsel, Ameritech)

For Susan R. Lichtenstein, a career path is the code for seeking and mastering new challenges. And challenges, in Lichtenstein's universe, are chances to learn more. Such an open minded and broad vision has meant an action-packed, diverse professional life. It has taken her to one of the top legal positions at one of the nation's largest telecommunications companies—Senior Vice President and General Counsel of Ameritech.

"This is a great job, because something new is always happening," says Lichtenstein. "Everyday brings new issues, new challenges—all requiring thoughtful analysis, but quick judgment. It's a great mix."

After graduating from Northwestern University Law School in 1981, Lichtenstein joined the Chicago law firm of Schiff, Hardin & Waite, specializing in commercial litigation and sensitive corporate investigations. In 1991, she took a big leap of faith and went to work for the City of Chicago as Deputy Corporation Counsel, supervising more than 70 attorneys. "My partners thought I was crazy to leave private practice for the City, but it turned out to be a great opportunity. I learned an enormous amount about management, and about the intersection among law, business and politics," she says.

While working for the City, she represented Fred Rice, the first black superintendent of the Chicago Police Department, in a reverse discrimination suit. Rice was sued by several white officers, who argued they were demoted because they were white. Lichtenstein won the case and received valuable wisdom from Rice.

"I remember Fred once says to me, 'I used to tell my deputies, if you want me to make your decisions, then give me your paychecks.' " It was insight that helped Lichtenstein stand out when she was recruited by Ameritech in Chicago and joined the company in 1994 as Assistant General Counsel. She was quickly promoted to Associate General Counsel in 1997, in part because of her willingness to make decisions and assume responsibility. In 1999, she was named Senior Vice President and General Counsel.

"One of the things that distinguishes people with leadership potential is the willingness to make hard decisions," says Lichtenstein. She urges her attorneys to practice doing the hard thinking, to form a conclusion and have an explanation for why they would choose one path over another.

Such an active role in the company, not only on legal issues but on business matters, has helped Lichtenstein earn the respect of senior management. The fast-paced nature of the industry means she is constantly reading trade publications—both legal and business—and meeting with her business colleagues.

She gained additional leadership skills by working at a company with quality executives. "Our former CEO, Dick Notebaert, was an inspiring leader, and I learned a lot from observing him," says Lichtenstein. "He was passionate about the work, always energetic, always thinking, always interested." She also learned, once again, about the importance of decision making. "He was very accessible, yet very decisive," she says. "Your number one priority can't be being everyone's best friend. Sometimes hard decisions have to be made. "

She's also honed her leadership skills by becoming active in the community. She serves as chair of the Greater Chicago United Way Law Division and is a member of the executive committee of the Large Law Department Council. She's also a member of the Executive Club of Chicago and the Senior Businesswomen's Forum and serves on the Board of Directors of the Lyric Opera of Chicago and the Board of Governors of Olin Sang Ruby Union Institute. She's also an adjunct professor at Northwestern University Law School.

Since SBC bought Ameritech in 1999, the challenges have only become greater. When Lichtenstein joined the company, Ameritech had over 70,000 employees. "It took a while to learn my way around the organization and to figure out how to get things done," she says. With the merger, the combined company has over 200,000 employees. While most mergers mean that change is imminent for the legal department, Lichtenstein says she's not worried about job security because there is plenty of legal work to be done. With the larger sized company and the fast pace of the industry, Lichtenstein acknowledges that the job has become more difficult, if for one reason: relationships. Instead of staying with a company and moving up the ladder, the model for many employees is to distinguish themselves and move on to a new company. "The job market is changing so much and people are moving around so much more, it's more difficult to build relationships with colleagues," she says.

Whether your model is stay with a company and work your way up or move among several employers, Lichtenstein says that a general counsel's position is more likely to be on a career path if a lawyer is willing to take risks. "My greatest opportunities have not come around because I planned them," she says. "They often required a leap of faith. Sometimes I think we lawyers, especially women, are too conservative. I'd urge people to take a risk now and then and be open to trying something new."

Pamela Strobel (General Counsel, Unicom Corporation)

Pamela B. Strobel swears she didn't set out to run the legal department of the soon to be largest electric utility company in the United States. She may not have planned it, but serving as an excellent lawyer, with an openness to learning and unique mentors helped pave the way.

After 16 years in private practice, Pamela B. Strobel stepped in as general counsel for one of the largest electric utilities in the United States, Unicom Corporation and its chief subsidiary, Commonwealth Edison Company. Since she assumed the position in 1993, she's counseled the company through a massive transformation of the electric industry, including deregulation and a merger with PECO Energy Company in Philadelphia, which should be completed in the third quarter of 2000.

Strobel heads up a 27 lawyer legal department with a $30 million legal budget. Soon, with the merger of PECO, she will inherit another 26 lawyers and become the general counsel of Exelon Corporation, the name of the new combined companies. In 1998, she was named executive vice president and assumed a broader corporate policy role with more involvement in external affairs, including large customers and various regulatory and government officials. She also assumed responsibility for corporate relations, government affairs and the corporate secretary's office.

Strobel grew up in the central Illinois town of Effingham, population 10,000, and attended University of Illinois, earning her undergraduate degree with highest honors. She decided to stay on to earn her J.D. Her grandfather had been the Chief Justice of the Illinois Supreme Court at the time of his death in 1961. "My father told me in my senior year of college how much I reminded him of 'Papa George,' and that was all the direction I needed to go to law school," says Strobel. At the time, not many women were attending law school, but that didn't phase Strobel. She had her grandmother as a reference point for what women were capable of doing, despite the cultural norm. Her grandmother, who died in 1999 at the age of 102, was the first woman to earn a degree in physics at the University of Illinois. She went on to earn a masters and in 1919, went to work for none other than Commonwealth Edison.

"She was a role model and mentor for me," says Strobel. Her grandmother not only led the way to Strobel's future employer, she showed Strobel the right way to approach such a dramatic change in career. Throughout her life, Strobel's grandmother kept learning. She was a teacher, civic leader, and world traveler who became a circuit court clerk in her county at the age of 67, and in her 90's, she learned the computer.

She also received important guidance from Dick Ogilvie, former governor of Illinois who worked with Strobel at Isham, Lincoln & Beale. "He pushed me to do more things, to take harder cases, get involved in civic and charitable activities," says Strobel. "He always said that I could do more than I was currently doing."

With this family history and mentoring playing in the background, Strobel was prepared for the phone call in 1993. Former colleague, Samuel Skinner, who had been a partner at Sidley & Austin with Strobel, was returning to Chicago after serving as chief of staff for President George Bush. He'd accepted the position of president of Commonwealth Edison and he wanted a new general counsel. Commonwealth Edison had been a client of Strobel's not only at Sidley & Austin but also her prior law firm, Isham, Lincoln & Beale. "I was fortunate to be in that universe of people whom Sam would consider for the position of general counsel," says Strobel.

When Strobel was offered the job, she became the first female officer in the history of the company. She quickly set out to earn the key ingredient in becoming a successful general counsel: credibility with senior management. "Senior management is the main client, " explains Strobel. "They and the Board are the reasons you exist. And you can't do your job well of managing legal risk, unless you are getting information from senior management." As outside counsel for Commonwealth Edison, Strobel already knew some of the members of senior management, so time spent with them was about making them comfortable with her new role. For those people she didn't know, she put in extra effort. "You have to use initiative to get on their calendar," she says.

She also knew that she needed to immerse herself in the business of Commonwealth Edison. She became an avid reader of not only legal publications but the general business press. Now, when she comes across an article that might interest one of the senior management team, she'll send it to them. "It's a nice way to show people that you're thinking beyond the statutes," she says. "It's also a good conversation starter." She's also picked up a lot of good management and leadership knowledge from business publications, such as Forbes, Fortune and the Wall Street Journal. And when the company hired Senn-Delaney, an outside consultant located in Long Beach, California, to help Commonwealth Edison undergo its huge transformation, she attended the consultant's seminars on leadership training.

Strobel's receptivity to learning more and staying open to new ideas fits perfectly with the job of general counsel. "What general counsel do is quite broad," she says. "If your goal is to become a general counsel, you should constantly look to broaden what you do."

Strobel is one to practice what she preaches. She serves on the Board of IMC Global, Inc., one of the world's largest producers and suppliers of agricultural products and salt. She's also a director of Badger Meter, Inc., a leading manufacturer of products using flow measurement and control technology.

Strobel has also immersed herself in civic activities. She serves on the board of trustees of DePaul University, Rush-Presbyterian-St.Luke's Medical Center, the Ravinia Festival Association, The Joffrey Ballet of Chicago, and the Chicagoland Chamber of Commerce. She's also a director of the Women's Business Development Center, The Chicago Network and the Lawyers Club of Chicago.

In February 1997, the Chicago Bar Association's Alliance for Women presented Strobel with the 1997 Founder's Award, honoring her for her leadership in the advancement of women in the legal profession. That same year, she received the Women of Achievement Award by the Anti-Defamation League. She is married to Russ Strobel, a partner with the Chicago firm Altheimer & Gray, and has two children.

All of this has helped prepare her for today's challenges. "The pace that business operates today is very fast," she says. "You are dealing with more issues that require a faster turnaround. And the information flow has increased, which creates more stress. It can make life seem more difficult, but also extremely rewarding."

Rebecca Goss (Vice President and General Counsel, Eli Lilly and Company)

In 1994, when the CEO of Eli Lilly and Company offered Rebecca O. Goss the job of vice president and general counsel, she told him she needed to discuss it with the two most important people in her life. Goss, a single mother at the time, went home and had a talk with her two daughters, ages 17 and 15. Her children asked if she would have to work more hours than she already worked. "I told them probably not," says Goss. Then they asked if she'd make a lot more money. "I said, 'yes.' They rolled their eyes. "Mom, that's a no brainer."

So after more than 20 years with the Indianapolis-based company, Goss climbed up another step of the ladder and donned the role of vice president and general counsel of Eli Lilly and Company, one of the largest pharmaceutical companies in the nation. She heads up a 130 attorney legal department and a budget in the tens of millions of dollars. Of the 21 top Eli Lilly executives, she is the only woman. In fact, during her whole career with the company, she's often been the only woman in a room of men. Which, contrary to conventional wisdom, Goss believes helped her.

Two weeks after graduating from the Indiana University School of Law in 1975, Goss joined Lilly. At the time, there were two other women attorneys, a patent and a litigation attorney. Her first supervisor, Dale Lewis, turned out to be a superb mentor. "He answered all my questions and spent a lot of time with me, coaching me and giving me feedback," she says. In 1978, she was named attorney for environmental affairs. She left the company later that year to care for her young children. And returned in 1981 as an attorney in the industrial relations division. In 1983, she was named general counsel and secretary of the agricultural division, now called Elanco Animal Health. From 1988 to 1993, she was secretary and general counsel for the pharmaceutical division. That division accounted for approximately sixty percent of Lilly's worldwide sales. If heading up such an important division didn't draw attention to Goss, the fact that she was a women—did. "There weren't many of us in leadership at the time," says Goss.

Instead of finding roadblocks, Goss believes she had a freedom the men at that Midwestern company did not have. "No one knew how to define me," she explains. "Right from the beginning, I had the chance to define myself and distinguish myself." So, she set out to discover how, exactly, she wanted to define herself within the context of the Lilly culture. She asked a lot of questions and learned about the company. "I'm a firm believer that mentors are everywhere," she says. "You can learn something from just about everyone. And it never bothered me to ask for help. I was the first to admit that I didn't know everything." She didn't hesitate to tell people what she thought, and she was also willing to take high risk jobs and let her supervisors know what she enjoyed doing.

This openness, this willingness to take risks meant that Goss found herself in leadership roles long before she became vice president and general counsel, including managing the company's legal response to several major external challenges. In informal groups, she was willing to get involved and run the risk of a bad result.

When she took over as vice president and general counsel, Goss knew that to garner the respect from senior management, she'd have to be more than just a lawyer. "To be effective, to develop credibility with senior management, you have to add something to the company beyond what hiring outside counsel could do," she says. Intimately familiar with Lilly, Goss could use her deep knowledge of the law and of the business. "Because you know the law and the business, you can drive the company's competitive advantage," she says. Couple that with a commitment to the company's success, and her willingness to learn, Goss has found the winning combination to be a successful general counsel.

She is the first to admit, though, the job is challenging. "One of the most challenging aspects of the job is adjusting to a leadership role for such a large group of people," says Goss. "It's also takes a while to get used to the notion that the buck stops here." Finally, there's the public aspect of the position. A private person by nature, Goss still cringes at the thought that anyone can find out her salary just by reading the company's proxy statement.

Anyone setting their sights on becoming a general counsel should evaluate whether this is the right job, says Goss. "The higher up you get, the less you practice law," she says. Instead, time is spent making policy, managing, and leading. "Your value to the company is much more derived from your experience and judgment rather than being a real legal expert in a particular area." If you pass that hurdle, you need to be passionate about the company's product. "CEOs want lawyers who are going to be business partners," she adds. Goss says it's easy to be passionate about Lilly. "We're saving people's lives," she says.

And you must be willing to take risks. "You find yourself in situations that are ambiguous and involve high risk. Finally, you must show yourself to be absolutely trustworthy and can keep confidences. You must be totally loyal and committed to your clients, the company and the shareholders," she says. "When you finally get down to it, the relationship between the CEO and the general counsel is very personal. There must be no doubt in the CEO's mind about you, professionally and personally. I'd go so far to say, you've got to be willing to take the bullet for him or her. Or best yet, be willing to stand your ground and tell your CEO what needs to be done so the bullet won't come."

On Deck

Job opening: General counsel of Fortune 500 company. The candidate must have a reputation for legal excellence and an understanding of the company's product and industry. The ideal candidate will demonstrate excellent negotiation and strong communication and interpersonal skills. The ideal candidate views oneself as a lawyer and as a business partner, who is ready to work with senior management to present viable solutions to business problems.

The number of minority women lawyers who could answer such an advertisement is growing. What follows is a sample of minority women associate counsel who, if they want it, are likely to be the next general counsel of a major U.S. company.

Anna Richo
Associate General Counsel, Baxter International

Diane Yu
Managing Counsel and Speciality Team Leader
Monsanto Company

Linda Madrid
Managing Director, General Counsel and Corporate Secretary
CarrAmerica Reality Corporation

Wanda Denson Lowe
General Counsel, Hughes Space & Communications Company

Naoko Fujii
General Counsel
Pfizer

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From the May 2000 issue of Diversity & The Bar^®