Reflections On The Value Of MCCA To Corporate Counsel

Saturday, March 1, 2008 - 00:00

The Editor interviews Don H. Liu, Corporate Senior Vice President, General Counsel and Secretary of the Xerox Corporation and James Potter, Senior Vice President and General Counsel of Del Monte Foods Corporation.

Editor: Please give our readers some information about your backgrounds and years of working with the Minority Corporate Counsel Association.

Liu: I have been General Counsel at Xerox for about eight months. I joined MCCA nearly ten years ago as a board member when it was in its infancy and being run by the founder and executive director, Lloyd Johnson. It has been wonderful to be able to grow with the organization, being able to identify areas for advancement and improvement, and seeing the organization's success story unfold. Our leadership has enabled us to be in the forefront of the diversity debate within the legal community.

Potter: After a number of years in private practice, I entered the private sector as a general counsel in the world of finance after which I moved to the West Coast to become Senior Vice President and General Counsel of Del Monte. Don Liu introduced me to MCCA in 2002 and persuaded me to join the board which I did for a three- year term. During and after my board service, I have co-hosted several of MCCA's regional dinners and am a frequent speaker on MCCA sponsored panels. I am also closely involved with the Call to Action, which MCCA has strongly supported.

Editor: MCCA will be holding its 7th Annual CLE Expo in Chicago on March 26-28. Why is this conference a high watermark in the year for all corporate counsel, not just minority corporate counsel?

Potter: Excellent conferences have several components. First, dynamic and engaging panelists and speakers discuss current cutting-edge issues. Second, the attendees have a lot in common both professionally and personally and the conferences offer opportunities to network. One of the unique aspects of the MCCA conferences is that there is extensive interaction between the panelists, the speakers and the audience. I always find that the questions that I would like to see raised, are raised and the panel discussions are first-class both in quality of the presenters and their presentations.

Liu: The issues that we deal with at MCCA's conferences are focused on matters that in-house lawyers must deal with, as well as struggle with. We invite as participants, some of the nation's top minds to enlighten us on topics, whether they are governance issues, regulatory issues, or compliance issues. The value to general counsel is of a practical nature - they receive an education by experts on those day-to-day issues that impact the fulfillment of their responsibilities.

Editor: What events at the conference hold the greatest interest for you?Liu: Corporate governance continues to be an important component of my job as is the case with many other lawyers who work in the public company arena. It is an evolving field with which you have to keep current, whether it is executive compensation or new guidelines from the SEC. A general counsel has to know how other corporate legal officers are responding to these developments; we must learn from each other. Learning by exchanging information with your counterparts who have the same job responsibilities and deal with the same problems as you do is most useful. When five hundred lawyers attend a conference, the individual can get a rare insight into what other companies and professionals are doing.

Potter: The conference sessions are divided into six tracks running simultaneously: Corporate Governance, Intellectual Property, Labor and Employment, Litigation and Investigation, Value-Added Strategies, and Law and Global Commerce. I would like to take advantage of some tracks like IP or Value Added Strategy but the offerings in my area of expertise, Corporate Governance, are just too compelling for me to miss. Again this year, the presentations deal with the key issues that affect a general counsel with respect to our board of directors, shareholder activism including hedge funds, the SEC's revised executive compensation disclosure rules, and managing the selection, orientation and evaluation of board members. The latter is a delicate topic through which, I think, all boards and general counsel are feeling their way. And finally, we are given a briefing on corporate governance basics; I find the basics in one company can often be new processes for another company.

Editor: With a small 1:1 ratio between in-house counsel and outside law firm lawyers, do you find the conference provides ideal networking opportunities?

Liu: Actually, it is a luxury to have this kind of ratio. I am involved in other bar associations which have attempted to offer a similar type of conference. But, it is not easy achieving this ratio and I think that an overwhelming ratio favoring one side or the other has some potential negatives.

Potter: I think the one-to-one ratio offers an exceptional advantage and provides great networking opportunities. On the one hand, the conference provides opportunities for in-house counsel to network with other in-house counsel whose corporate responsibilities are in the same area and in similar sized companies. On the other hand, it does provide great exposure to excellent minority and women outside counsel. An additional point is that as you go to the conference year after year, you develop long-standing relationships with in-house counsel and outside counsel which results in a lot less marketing between parties and much more genuine and useful conversation.

Editor: Esteemed speakers from organizations that heavily influence corporate and legal department behavior will also be present, such as representatives from Institutional Shareholders' Services and CalPers and regulators from the SEC, the U.S. Senate, and the DOJ. Do you find that the interchange between regulators and corporate counsel, both in-house and outside firms, helps to bring about increased understanding for each sides' point of view?

Potter: I think it does increase our understanding of the pressures and expectations on either side of the coin. One aspect is the formal side of such an event. I was on a panel recently with Linda Chatman Thomsen during which she talked through some issues that the SEC wanted to raise with respect to the competitiveness of U.S. financial markets. It was a good opportunity to respond formally about the changes that are being made inside board rooms and also the speed with which those changes are being implemented. I also consider that the presence of the press is important. Last year we had a press panel presentation that included TV, newspaper, and public radio journalists and it was an eye-opener. The press is important to all of us as it shapes public opinion. We gained an understanding of the press' perspectives and in turn we gave them a better understanding of the perspectives and pressures that we in-house counsel face.

On the more informal side, receptions and other social events provide a forum to meet and establish relationships with regulators and other government officials and to engage in valuable conversation on a level different from formal presentations.

Liu: It is unusual to be given the opportunity in an informal environment to enjoy that kind of interaction not only among in-house lawyers themselves but with people who are in the position of either regulating you, criticizing you, or in some way affecting your decision-making.

Editor: What do you come away with from each of these conferences?

Potter: The first point is information. Because corporate governance, as well as other legal issues, is changing so rapidly, the corporate legal officer must talk with others in the field to understand where best practices are occurring and what implementation looks like in practice. Therefore, I always come to the conference prepared with a number of questions. I have yet to depart from the sessions without having been satisfied that my questions have been answered as fully as possible. The second point is diversity. At Del Monte we are always looking for additional attorneys of color and women attorneys to engage as we move forward. I never fail to leave the conference without meeting at least two or three very good counsel of whom I was unaware before this event. And, the third point is networking. One of the reasons that it is such an exceptional conference for me is that I will meet friends and reconnect with acquaintances whom I rarely see except at this conference.

Liu: The content that I learn at these panel discussions and presentations is only one component of the value of the conference. The people you meet and the relationships you develop are equally or perhaps more important. After you leave the conference, issues might arise for which you need additional counsel. It might turn out that a person who you have met at the conference will be able to assist you. The business relationships you develop are as important as the presentations during the conference itself.

Please email the interviewees at or with questions about this interview.