Legal Longevity

Kelly McNamara Corley always knew she wanted to be a lawyer, but in what capacity was a question that haunted her throughout her undergraduate studies. A political science major, McNamara Corley jumped at an opportunity to work in Sears Roebuck & Co.'s Government Affairs Office in Washington, D.C., upon graduating from the University of Southern California in 1982.

"My plan was to go and learn more about Washington, get some experience and come back to California two years later," she explains. But the best laid plans of mice and (wo)men often go awry.

With two years of government affairs experience under her belt, she wasn't ready to leave Sears. So, at the behest of a colleague, she continued to work full time while obtaining her law degree in a part-time program at George Mason School of Law in Arlington, Va.

"I very much loved my job," she says. "And I intended to have my legal degree support the work I was doing for Sears."

This time, her plan worked out well. Throughout the past 26 years Sears has gone through several mergers, acquisitions and spinoffs, and McNamara Corley has found herself working for companies that grew out of the original Sears conglomerate. Eventually, she climbed the ranks all the way to the helm of the legal department of Riverwoods, Ill.-based Discover Financial Services, which spun off from Sears in 1993.

Appointed to the position of executive vice president and general counsel in 1999, McNamara Corley stays busy heading up the law, compliance and internal audit departments. Overseeing more than 70 employees and 32 lawyers may seem daunting for anyone--but for a company veteran like McNamara Corley, it's all in a day's work.

Q:Sears has gone through a lot of changes over the years. How did they affect you?
A: I started in 1982, which was right after Sears had purchased Dean Witter, Coldwell Banker and Allstate. When I graduated from law school in 1989, I ran the government affairs department for Dean Witter--working on financial services issues for all of those business units. When Dean Witter merged with Morgan Stanley in 1997, I became head of global government affairs for Morgan Stanley. The whole time, the responsibilities were getting larger and the range of issues more diverse. I went from just handling federal issues to federal and state issues to global issues.

Q: Did you have a background or interest in finance going into the job?
A:No, neither. So it gave me an opportunity to step in and learn something new. I learned a tremendous amount spending most of my career in the government affairs area, where you have to understand the business, how various proposals will impact the business, and you have to be able to explain what you know to legislators who may have no background in finance.

Q: How has your department evolved over the years through all these changes?
A:Since I became GC in 1999, our business model has changed, so we've changed the department to keep pace. When I joined, we did not have a group of lawyers that worked on contracts or transactions with financial institutions to issue credit cards on the Discover network because that wasn't allowed. So we built out some units to take advantage of new business opportunities that have become available. And last year we spun off from Morgan Stanley, so we created some new functions to allow us to function appropriately as a public company.

Q: Diversity is a hot topic these days. What are your thoughts?
A:If you can surround yourself with individuals that represent diverse points of view and backgrounds, you get a richer work product and more creative solutions. It is important to have diversity in your law department to ensure that you are looking at issues from different perspectives. Then you're better able to advise your clients.

Q: How have you incorporated diversity into your legal department?
A:I require a diverse slate of candidates whenever we have openings in the department. If we work with our HR partners and get a slate that isn't diverse, we ask them to go back and look harder--perhaps mine for candidates in places where you'd be more likely to find diversity.

We also put some flexible work arrangements in place. We have some part-time and flex-time lawyers. We have work-at-home lawyers. That has helped us attract and retain very talented people who might otherwise have worked for law firms and not been able to have the kind of work-life balance they wanted.

Q: What type of work is your team handling?
A:There is a whole host of business-related issues--our card-issuing business, our network business and our payments business. We have lawyers working disclosure and intellectual property-related issues. The credit card industry is highly regulated, so there are regulations and laws--both at the federal and state levels--that we have to stay on top of with respect to consumer protection and disclosure.

There was a Department of Justice antitrust lawsuit focused on Visa and MasterCard that struck down one of their rules that prevented banks from issuing credit cards on our credit card network. Since that ruling, we've been able to partner with banks to issue cards on the Discover network. This has been a whole new area of legal coverage for us. We were also able to enter the debit business.

Q: How do you handle litigation?
A: We do not have a tremendous amount of lawsuits brought against Discover, but we do have a major antitrust damages lawsuit that we filed a couple of years ago against Visa and MasterCard. That's set to go to trial this month.

Our litigation department both litigates and works with outside counsel. If it's a matter involving an arbitration or mediation, our team will handle it. If it's a major piece of litigation, we'll partner with outside law firms.

Q: What makes your department unique?
A:I try to hire good general corporate lawyers who are able to do more than one thing within the department. That gives me quite a bit of flexibility to come up with development plans for individuals within the department. It also creates an opportunity to freshen up perspectives and round out the experience.

We have a very strong group of lawyers that will try to do the work in-house, keeping outside legal expenses down. I have a particularly collaborative group of lawyers, many of whom have an entrepreneurial spirit.

Q: Do you think having only been in-house has worked to your advantage?
A:I grew up as a business person first, then a lawyer. So I'm able to contribute as a lawyer to the company. If you've worked in a law firm your entire career and go in-house, you would have to come in and try to adjust to being a business person.

Q: What do you like most about your job?
A:The best part of the job is the same as the most challenging part: the pace of the work. There are so many new things for us to learn as lawyers for a public company and because of the changing legal landscape. There's a tremendous amount of new and innovative legal challenges.

Editor

Cathleen Flahardy

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