Daniel Cooperman
 and the
 Role of the Modern GC

Photo of Cooperman standing in a home libary
Photo by Colin Clark

Here’s the scenario: You’re a senior executive in the legal department of a major multinational corporation and you receive a hand-delivered letter from media-
savvy discrimination attorney Gloria Allred alleging sexual misconduct by your CEO. What’s your first action?

Daniel Cooperman, lecturer at Stanford Law School for the class he developed, The Role of the Modern General Counsel, had a special guest, Jon Hoak, on hand at a recent class to share insights with students into how in-house legal teams might deal with such a situation, as well as the related issues of compliance and governance. Hoak, a former GC at NCR and current GC at Flextronics, was the chief compliance officer at Hewlett-Packard when the CEO was investigated by its board of directors for misconduct. Hoak was one of the first managers at HP to read the letter from Allred accusing the HP CEO of misconduct and he helped to lead the company through the crisis that followed.

Nothing like learning how to manage a crisis from the guy who did it in real time.

Cooperman, JD/MBA ’76, assembled an impressive group of guest speakers for this year’s class, with GCs from McKesson, Chevron, AIG, Google, Bristol-Myers Squibb, and other multinational corporations fielding questions from students. Of course Cooperman knows this world well. He was the general counsel at two Silicon Valley tech giants: Oracle from 1997 to 2007 and Apple from 2007 to 2009—right when the role of the 
general counsel was quite literally transformed. And he is keen to share his own insights with the next generation of JDs and business leaders.

“During my 13 years at Oracle and Apple the job of the general counsel and the role of in-house legal departments changed dramatically,” says Cooperman. “The counseling role expanded under a new rubric of compliance and corporate governance, and the GC was at the fulcrum of that change—the person driving a great deal of the rethinking of corporate process and organization. Yet no one was teaching it at the law school.” The first class, cross-listed with Stanford’s 
Graduate School of Business (GSB), was offered in 2011.

After graduating from law school, Cooperman joined the consulting firm McKinsey & Co. in San Francisco, where he focused on strategic planning matters, and then joined the San Francisco-based law firm McCutchen Doyle Brown & Enersen, where he spent 20 years building a specialty in corporate transactions and governance before becoming chair of the business and transactions group and managing partner of the San Jose office. In 1997, just as Silicon Valley was in the midst of a tech startup boom, Cooperman accepted an invitation to go in-house, joining Oracle as its senior vice president, secretary, and general counsel. The transition was very smooth.

“I was used to addressing the issues that boards of directors and senior managers dealt with,” he says. “I was quite familiar with the types of matters on my plate when I started.” But the job was evolving quickly as corporate crises hit the headlines in rapid succession: Enron, Tyco International, Adelphia, Peregrine Systems, and WorldCom—all of them not only costing investors billions of dollars but also shaking public confidence in the management of these companies.

“Everyone was asking where the lawyers were while all this was happening. It caused us to take a step back and look critically at the role of in-house lawyers and GCs,” says Cooperman.

One major outcome of that critical review was legislative: the Sarbanes-Oxley Act (SOX) of 2002. Intended 
to strengthen oversight of public financial accounting firms, the act probably did more to change the role of general counsels
 and the structure of legal departments at major, multinational corporations than anything else in recent times.

“Suddenly I was doing things I never imagined,” says Cooperman. “In most 
cases, senior managements and boards of directors looked to the GC to design and 
implement the changes in board
 governance that were mandated by SOX and the stock exchanges. And compliance and risk management in particular became a much bigger deal after SOX, with the SEC describing the GC’s job as a gatekeeper role, and it was typically the GC who took the lead in designing and overseeing the corporation’s compliance program.”

Another significant outcome of the crisis and the review that followed was structural. The ABA’s “Cheek Report,” a postmortem of Enron and similar corporate disasters, focused on the role of lawyers, senior managers, and the board and recommended changes to the reporting lines in legal departments, significantly enhancing the role and stature of the GC.

“Many legal departments had diffused structures with lawyers placed throughout companies, working for business managers who controlled their performance reviews and their pay. The ABA pointed out that this was deadly and recommended centralized legal departments as a best practice,” says Cooperman. “After that change the GC had the ability to direct the legal talent in a corporation to monitor management to prevent rogue practices—in other words, the GC had eyes and ears reporting to the legal organization to police compliance with the company’s code of conduct. And there was an ethical component to the GC’s role as well —the GC would instruct lawyers in the legal department not merely to focus on what was ‘legal’ but also what was ‘right.’ ”

Guiding Oracle through these changes was for Cooperman the opportunity of a lifetime. This was his bailiwick, the area he’d spent his academic and professional life studying. So it was fortuitous that he was at Oracle just as this upheaval hit, at the heart of the tech business in Silicon Valley, spearheading these changes. But that he made it out to Stanford in the first place was somewhat by chance.

George McGovern was running for 
president in 1972—the same year that
 Cooperman was deciding between JD/
MBA programs at Harvard and Stanford.
 Cooperman had grown up in the Northeast, mostly in Maine, and received his BA in economics from Dartmouth.

“As an avid reader of The Boston Globe and the Boston Herald Traveler, I really thought McGovern was destined to be our next president. However, outside of Massachusetts, McGovern had virtually no support. I realized that I was completely out of touch with the rest of the country and needed to escape the Boston-centric world,” he says. “Besides, when I visited Harvard, I kept running into people I knew. And I wanted graduate school to be a new and different chapter in my life, so I decided to go far away from what was familiar.”

Cooperman spent the first year of his joint degree program at the GSB, his second at Stanford Law—though the 
introduction to his JD studies began unexpectedly a few weeks before he even opened his first casebook. He’d taken an RA position and was assigned to a fraternity house. When he arrived on campus late one August night for the start of law classes, he expected to spend a few weeks settling in before the arrival of undergraduates and the residents he’d oversee. Lesson one: Expect the unexpected.

“A student had been riding his motorcycle up and down the stairs, doing 360-degree turns on the landing, and 
finally he set the carpet on fire and went crashing through a wall into a bathroom narrowly missing another student who had been brushing his teeth,” says Cooperman. “It was the middle of the night and I had been traveling all day—I was out cold and didn’t hear a thing until the banging on my door from campus police woke me up.” Thankfully, no one was hurt. The fire was put out and damage reports written—though the motorcycle-riding student disappeared and wouldn’t be seen again until undergraduate classes began. Cooperman spent the rest of the year putting out “fires” at the frat house—hosting educational lectures for his underlings and counseling them as best he could. He managed all this while trying to stay on top of his legal studies. Lesson two: Crisis management is a skill that you need even when sleeping.

The Role of the Modern General 
Counsel is the kind of class 
Cooperman would have jumped at if it had been offered when he was in law school. But Stanford Law’s corporate curriculum was, he says, very limited during his time as a student. “I had a very clear sense that I was going to go into the business side of things. But the curriculum was focused on training litigators and that was not what I wanted to be.”

Cooperman traces the start of 
Stanford Law’s excellence in law and business to Paul Brest, dean of 
Stanford Law from 1987 through 1999. “He recognized the inadequacy of the business curriculum and made it his business to recruit faculty to improve it,” says Cooperman. The timing of those changes was perhaps critical in helping to position Stanford Law JDs to join Stanford’s computer science and GSB graduates in the startup tech boom that soon followed.

But the law school still had challenges, particularly its semester calendar—the only outlier at Stanford not on the university’s quarter system. Cooperman recalls his own experience in the JD/MBA program as frustrating—with 
students navigating two very separate programs on different academic calendars, business classes taken at the GSB and law classes at Stanford Law. “It was a hassle and a missed opportunity. There wasn’t much ‘joint’ about the JD/MBA program at the time.”

That all changed when Dean Kramer spearheaded the transformation of the law school’s curriculum, the centerpiece of which was the idea that law students should learn about (and with students from) other disciplines in order to develop sophisticated problem-solving skills and better understand the clients and colleagues they would eventually interact with. That vision for more multidisciplinary classes, bringing students together from across graduate schools on campus and more joint JD opportunities, was fully realized after the law school’s faculty voted to align its calendar with Stanford’s and the rest of the graduate schools on campus.

“The calendar alignment is a game changer,” says Cooperman. “Our students really want to do joint degrees; their minds are expanding and they are looking beyond the law school to combine various elements of the university into a customized education. The new calendar allows law students to take advantage of the excellence Stanford has across the board. That is the future.” It also allowed Cooperman’s class to 
include law and business students.

The GC class brings together some 30 JD, JD/MBA, and MBA students—all with varying notions of what a general counsel actually does. They dive into their examination of the role of in-house counsel and the GC through team projects, readings, and guest lectures. The team projects are particularly important, serving the dual purpose of replicating real business situations in which legal counsel will work closely with business managers—while also getting JD and MBA students to interact. And just as the team’s success is the product of the whole in real life, so too grades for this portion of the class are for the group, not the individual.

“There’s a magic that happens when you get the law and business students working together,” says Cooperman. “I think it’s very important that law students see how the business mind works and vice versa.”

“We had two group projects that simulated a crisis that a GC might face in a large public company. And that’s when you could really see the difference in approach of the JD and GSB students. That was particularly valuable,” says 
Peter Squeri, JD ’12 (BA ’07).

Squeri doesn’t know whether he’ll ever want to be a general counsel, but he says the class struck a chord. “The role has changed so dramatically and will continue to change. And there’s no real blueprint for the position.” Something that Squeri, who externed for Judge Vaughn Walker, JD ’70, last summer and will have a position with Gibson Dunn this summer, found particularly intriguing was the range of skills and experience the GC needs in today’s business climate.

“The GC is now at the table for all major conversations, playing a central leadership function, working with the CEO and the board of directors,” he says. “You need to be strong on the law but have a good understanding of business, accounting, financing, and the corporate structure—both here in the U.S. and in all the areas around the world the business is in. You’ll work with regulators and negotiate key deals for the company. You’ve got to have people skills to deal with the multitude of constituencies. It’s huge.”

For Cara Delzer (MBA ’12, MA ’13) it was a great opportunity to learn with and from law students. “Sometimes this dynamic would emerge with the lawyers much more detailed, less likely to jump to a decision, and wanting to lay out the facts first, while our business colleagues were looking at the big picture and wanting to fill the facts in after. It was a sort of inductive versus deductive process.”

Delzer describes one class project, a mock board meeting, for which the guest lecturer for that day, John McGoldrick, chairman of Zimmer Holdings Inc. and former GC of Bristol-Myers Squibb, took the part of the chairman of the mock board. He put a hypothetical to the group, which required each team to quickly offer an estimate. While most students hesitated, a GSB student in the group quickly took a stab at an answer with a finger-in-the-air best guess. 
“McGoldrick really appreciated that quick response,” says Delzer, who worked in education before coming to Stanford and plans to take a position with eBay when she graduates. “And he said boards expect GCs to respond, to say something.”

Sloan Fellow Alec Mazo (MSM ’12), founder and CEO of the reality television production company Dancing Pros Inc., took a year out of his successful career to come back to graduate school—and when he saw who was teaching this class was keen to sign up. “The lineup of speakers was great, including Dan,” he says. “In entertainment the GC plays a central role, as lawyers in general do. So I wanted to get a sense of how the GC thinks. I wanted to understand the 
mentality and the difference in approach of lawyers and business people.”

Though differences in the approach of law and business students were 
apparent in the class, the class itself may 
temper those differences later on.

“This is one of the things that makes Stanford great—that we can come 
together, two world-class graduate schools, and learn from each other while we’re here,” says Delzer. SL

More on Daniel Cooperman and a new class that he is teaching.