Corporate vice president and general counsel, Baxter International Inc
Baxter International began in 1931 when two Iowa physicians, Dr Ralph Falk and Dr Donald Baxter, launched the Don Baxter Intravenous Products Company, distributing the first commercially manufactured intravenous solutions to Midwest hospitals.
By 1939, Falk had bought out his partner’s interest in the company and Baxter had introduced the first vacuum system that allowed blood to be stored for up to 21 days, giving rise to the practice of blood banking.
This proved to be the first in a number of innovations that include the first commercial kidney dialysis system. Today, Baxter International is one of the world’s leading manufacturers of medical devices, pharmaceuticals and biotechnology for use in critical care, with a presence in 100 countries and sales of over £11 billion. It is headquartered in Deerfield, Illinois.
Susan Lichtenstein joined Baxter as corporate vice president and general counsel in March 2005, having previously served as general counsel to the governor of Illinois. She has also worked as general counsel and corporate secretary for telecommunications companies Ameritech Corporation and Tellabs. Prior to this she served as the City of Chicago’s deputy corporation counsel after spending 10 years with Schiff Hardin LLP. She obtained a bachelor of arts degree from the University of Minnesota, and a law degree from Northwestern University Law School.
For Lichtenstein, working in the highly regulated health care industry provides a raft of challenges, as well as great satisfaction. "On any given day it’s very challenging," she says. From day-to-day matters to regulatory, litigation, IP, governance, transactions and compliance, "it’s essential to make sure you have all the information you need each day." Baxter’s large legal department means that most matters can be dealt with in-house. When outside help is needed, Baxter opts to call on preferred providers: "deep relationships" are important for understanding company issues.
As well as the legal focus, Lichtenstein enjoys the "leadership aspects" of the in-house experience, not only within her team but also as a senior manager of the company. For her, one of the biggest highlights is "getting to be part of really great teams", who work together to make sense of a "vast, complex business". The nature of the company itself is also a source of satisfaction: "It’s inspiring to be part of a company whose products make the difference between life and death."
SUSAN R LICHTENSTEIN
Role: Corporate vice president and general counsel
Company: Baxter International Inc
Sector: Health care
Number of employees: 46,000
Preferred law firms: Kirkland & Ellis LLP, Mayer Brown LLP, King & Spalding LLP.
Where were you previously employed?
Before joining Baxter, I was general counsel at both Ameritech Corporation and at Tellabs, Inc. I also served in government, both as general counsel to the governor of Illinois, and as deputy corporation counsel for the City of Chicago. I spent my first decade as a lawyer at Schiff Hardin LLP in Chicago.
How large is Baxter’s legal department?
Baxter’s legal department has approximately 165 people around the world, including about 90 lawyers.
What are the advantages of doing work in-house?
The in-house lawyer brings something to the table that outside counsel, no matter how talented, never can: in-depth knowledge of the business and the industry. By contrast, outside counsel brings deep expertise in a particular niche that comes from representing multiple clients in that niche. Deployed properly, they should make an excellent team.
What advice would you give someone moving to an in-house role from private practice?
Understand how your company makes money, and understand your legal issue as a business problem. Too many lawyers view legal issues in a vacuum. Second, when you are in private practice, you come into your client’s house because the client has recognised a need and reached out to you. When you are in-house, it is frequently your obligation to identify the needs and persuade your colleagues that they should be addressed.
How is life as an in-house counsel different from that of a private sector adviser?
There is much more opportunity to make a lasting difference, because you operate as part of the team, not as an outside consultant. You’re not an adviser, you’re a leader of the business.
What qualities make a good in-house lawyer?
Judgment. Without question, judgment.
What qualities make a good private practice lawyer?
The ability to see his or her matter as part of the bigger business puzzle that faces the company every day. This requires the lawyer to have curiosity about the business, and to have invested the time and energy in learning about the broader business, not just the specific facts surrounding his or her matter. It also requires good listening skills.
When will you enlist the advice of external advisers?
When a matter is too large for our in-house staff, when it requires particular expertise that we don’t keep in-house, or when it’s important enough that I want a second opinion.
What common behaviour from an external adviser or their firm do you find least acceptable?
Arrogance and failing to listen (the two so often go hand in hand).