Business Smarts

Paul Dacier is one of the rare general counsel who somehow managed to avoid doing any significant time at a law firm before going in-house.

After graduating from Marquette University's law school in 1983, Dacier, the executive vice president and general counsel of EMC Corp., a data-storage solutions provider, spent a year at a small law firm outside Milwaukee working mostly on litigation. But Dacier was as interested in business as he was in law and, in 1984, took a job as a staff lawyer at Apollo Computer Inc.

The Massachusetts company was a high flyer on Wall Street, having just introduced the first networked computer workstations. But when HP acquired Apollo in 1989, Dacier left to become EMC's first general counsel.

At the time, EMC was in the process of reinventing itself as a data-storage provider after starting out as a chipmaker in 1979. Although a public company, it had, as Dacier puts it, a rather "unsophisticated legal culture." That might be a slight understatement. EMC founder Richard Egan, who had no law degree, was basically running the legal function.

Although EMC was in the throes of a transition, Dacier saw the job as a way to hone his business skills and leave his mark by building a world-class legal department. He appears to have achieved both goals.

When Dacier joined EMC, the company had one patent and no other lawyers on staff. Dacier now oversees an IP empire of 2,300 patents and pending applications and manages a 70-member legal team. He has aggressively defended that empire, most recently winning a number of high-profile patent infringement battles with HP and Hitachi relating to data-storage technology.

But Dacier also has left his mark outside EMC--serving on the Massachusetts Judicial Nominating Committee, creating the state's first business litigation court and serving as president of the Knox Trail Council, the umbrella group that oversees the Boy Scouts of America in eastern Massachusetts.

Q. Throughout your life you have been pretty active in the Scouts, right?

A. Yes, I obtained the rank of Eagle Scout at 14. I was very active in scouting as a teen. Then in the late 1990s I did a lot of fundraising for the Knox Trail Council. In 2000 I was elected president.

Q. How has Scouting helped you build your career?

A. It was a great outlet for me. I believe in the Scout oath and motto, "be prepared" and I have emulated that throughout my whole life.

Q. You only spent a year in a law firm. Do you think that has hindered your in-house career?

A. No. There's a bias at large companies toward hiring top-notch lawyers from law firms. That's fine, but there's one huge exception. There is a science to representing a publicly traded company as general counsel, and there is a science to managing highly educated people like lawyers. And law firms don't teach that.

Q. What interested you in the EMC job?

A. When HP acquired Apollo we were all being transitioned or replaced. I wasn't immune from that. The chairman of Apollo told me about the EMC opening and I interviewed with Dick Egan and got the job. There hadn't been a lawyer working for the company for at least two years. Dick told me with great pride that he was handling or managing all the legal work for EMC at the time.

Q. What was the state of the company's legal affairs at that point?

A. From a legal standpoint, EMC was pretty unsophisticated. But they were doing the right thing. They were putting all their efforts into building market share. But when the company grew really quickly, competitors started suing the company for patent infringement. It became evident that we needed to build our patent portfolio so we could level the playing field.

Q. Your lawyers are pretty aggressive in protecting that portfolio, right?

A. We are. We don't mind competition, but you will hear from us if we think you are using our technology. The key is that you have to move fast. You

don't want to get bogged down, and you

need to catch the lawyers on the other side unprepared.

Q. I understand you have a patent hall of fame at EMC.

A. We do. When we have patents issued we give a bonus to the engineer responsible and put a bronze plaque for that individual in our hallway. We believe in showing our trophies because it's a great way to reward our people and also advertise what we have.

Q. I hear you go on sales calls. Why?

A. At EMC we all sell--it doesn't matter what you do. There is no better way to understand the business and appreciate the issues our sales people have to deal with than being out in the field and rocking and rolling with them. Not only do I make sales calls, but most of my

lawyers do too.

Q. Doesn't it make customers nervous having a lawyer in the room?

A. There is some apprehension when they look at my card. But I tell them that we all sell at EMC and that usually breaks the ice. We then have a good time talking about our products and how we can give them a competitive advantage.

Q. You have 70 lawyers on staff. That's a pretty big legal department. Do you try to keep most of your work in house?

A. We don't farm out a lot. My lawyers handle most of our legal affairs. I really don't believe in sending all of our legal work downtown. On the other hand, we are not a full-service law department. But we prioritize, and we do what we think is most important for the company and our clients.

Q. What do you look for in outside counsel?

A. We have a team of outside lawyers. They all are highly efficient and very well trained. They have to know our business, our products, our technology, our goals and our objectives. They have to work with us as a team. If they don't, we don't

use them.

Q. Why is the corporate secretary of EMC a law firm lawyer?

A. We decided that we wanted someone that could give the board a different perspective. It was also structured that way before I joined the company.

Q. What do you see as your legal department's role?

A. We help the company achieve its goals and objectives. Business is paramount with us, and we never say no.

Q. I read an article that described EMC's culture as "hard charging." Does that permeate your legal department?

A. We have the same DNA. It's what we call the EMC DNA, and I emulate that every day. We work very hard. We will stay up all night to resolve a legal issue. We don't bog things down. We are relentless in our pursuit of the goals and objectives of the business, and we make great things happen. We also have fun.

Q. What's the toughest part of your job?

A. We are clearly overregulated in today's environment. So the challenge I face on a daily basis is giving the board and management the right advice so they can run the business.

Q. Do you see Congress rolling back Sarbanes-Oxley and some of the other governance regulations?

A. Unfortunately, we are going to have to live with it for a while. But people have to understand that there's nothing wrong with making money and there's nothing wrong with companies exceeding their goals and rewarding their shareholders and officers accordingly.

Q. What is your proudest accomplishment?

A. The first one is that I've built an outstanding legal department. And I would not be successful today if it was not for my people. I am also proud of the fact that EMC has never had any regulatory inquiries that have caused us material harm. We have had no scandals, and we have been very good on corporate governance. I'm also proud of the accomplishments and reputation that we've established as being a formidable enterprise.

Q. What is the most significant legal issue you have had to deal with so far?

A. There have been companies that have been trying to destroy us through the legal process, and I've worked hard to protect and enhance our legal rights through litigation. I'm very proud of all the times when we have defeated opponents who have tried to hurt us.

Q. I read somewhere that you would be interested in becoming a CEO one day.

A. Yes. I believe in business. I love the business world. I love being part of commerce and affecting people's lives. And I think that the next logical step for

me is to become the CEO of a multinational company.

Q. Why do you think you would be a good CEO?

A. My practice cuts across all departments. I see what is happening from a board level, a senior management level and beyond. I also know what the goals and objectives of the business are, I know how to find the right answers and I can make things happen in a timely fashion.

Q. You were a member of Governor Mitt Romney's Judicial Nominating Committee. How did that come about?

A. I was very active in the 1990s establishing the business litigation session here--which is more commonly known as a business court. It has been an outstanding success, and I felt soon after this was established that it would make sense for me to get involved with the judicial nominating process. Governor Romney appointed me as commissioner of the executive committee in March 2003.

Q. Will you continue to serve on that committee under Governor Deval Patrick [the former GC of Coke]?

A. No. I think that the new governor should have the opportunity to start with a clean slate and it is time for me again to move on.

staff Writer

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