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Nortel Networks - Nicholas
DeRoma
" Come
Together "
Nortel Networks is a leading global supplier
of networking solutions and services that support voice, data and video transmissions over wireless
and wireline technologies. The company is focused on building infrastructure, service, enabling
solutions and applications for the new, high-performance Internet.
The amount of Internet traffic is expected to
grow 2000 per cent by the year 2002. Business-to-business e-commerce is expected to skyrocket
from US $43 billion in 1998 to US $1.3 trillion by 2003. Today's "network" is an expanding web
of interconnected voice and data networks, private and public networks, and wireline and wireless
networks. Borrowing from the Beatles lyrics, Nortel Networks believes that in order for these
separate networks to power the Internet, they must " come together " to carry voice, data and video
over one powerful infrastructure.
The
Company: Incorporated in 1914 as the Northern Electric Company, the company changed
its name to Northern Telecom Limited in 1976, and to Nortel Networks Corporation in April, 1999.
Earlier this year, BCE Inc. announced its intention to distribute approximately 37 per cent of
its ownership interest in Nortel to the shareholders of BCE. This historic and defining event
for Nortel occurred in May of this year when BCE distributed substantially all of its interest
in Nortel to its common shareholders. As a result, Nortel Networks emerged as an independent
company. It has become an Internet powerhouse and has the largest market cap of any Canadian
company (US $189 billion as of June 23, 2000) and its market cap is in the top twenty of the
publicly traded companies in the world.
Earlier this year, Nortel Networks
announced the acceleration of its operations strategy to move from an organizational structure
based on vertical integration (making and assembling most of its parts and systems) to one
based on virtual integration (acting as a system house that will link various parts of the
supply chain for flexible manufacturing and delivery). For this reason, Nortel Networks
has begun to divest and/or outsource to contract manufacturers all but its most complex
printed circuit board assembly, much of its manufacturing, and a significant part of its
repair business.
Nortel Networks is a US $22 billion
corporation with over 75,000 employees worldwide. Revenues were up 48 per cent to US $6.3 billion
for the first quarter of 2000, and the outlook for the remainder of 2000 projects growth in
the 30 to 35 per cent range. The company focuses on growth through strategic acquisitions
(Xros, Core Tek, Promatory), alliances (Hewlett-Packard, Intel and Microsoft) and research
and development focused on data networking and optical Internet solutions.
Chief Legal Officer:
Nicholas DeRoma
Age:
54
Principal
Outside Counsel: In Canada, Nortel Networks uses the services of Davies, Ward & Beck;
Smart & Biggar; Stikeman, Elliott; Ogilvy Renault; and Cassels Brock & Blackwell LLP.
Other outside counsel, not based in Canada, include Baker & McKenzie; Cleary, Gottlieb,
Steen & Hamilton; Hale and Dorr LLP; Gibson, Dunn & Crutcher LLP; and Finnegan,
Henderson, Farabow, Garrett & Dunner LLP.
Improving In-House and Outside Counsel:
Standardization, moving toward working in a paperless environment, simplifying processes
on how to manage exceptions. Looks for lawyers with exceptional professional skills who
understand the business of the client, excel at managed risk-taking, are creative and adaptable,
and are good problem solvers and negotiators. These skill sets are critical now that Nortel
Networks is no longer selling to customers in the slow-paced regulated world of the past.
The
Law Department: The department is comprised of approximately 350 professionals in offices
located in North America, South America, Europe and Asia. Nick has responsibility for the legal,
security, corporate secretarial and patent and licensing activities of the corporation and its
subsidiaries. There are 130 lawyers located around the world including 30 located in Canada.
The size of the company, its focus on speed of execution, and the large volume of acquisitions
demand a very quick response time from the law department. As a result, in-house specialty teams
of eight lawyers in each of the areas of M&A and securities law are utilized to satisfy the
pressing demands of the client. There are other in-house specialty lawyers as well. Committed
to extensive decentralization in legal services, the department has a lead lawyer for each
business unit, following a geographic and product line matrix.
M & A Transactions: Recent
transactions in the six months ending in June include:
- CoreTek, Inc. (optical components
including turnable lasers) US $1.1 billion plus US $350 million earn out call in Nortel
shares
- Epicon, Inc. (application software)
definitive agreement for US $275 million signed
- Xros, Inc. (large scale photonic
switching) US $3.25 billion
- Architel Systems Corp. (operation support systems
software for Internet protocol services) definitive agreement signed for US $395 million
- Promatory Communications, Inc. (distributed
subscriber line platform solutions) US $778 million including a US $75 million earn out
- Clarify, Inc. (e-business solution for
front office Customer Relationship Management software) US $3.5 billion
- Qtera Corp. (long haul optical network
systems) US $3.25 billion including a US $500 million earn out
Litigation: Nortel has repeatedly
been successful in its defense against patent litigation, never having been found to be
infringing and never having paid damages in any suit brought against it. This defense
record is a carefully built strategy to discourage patent holders from launching
opportunistic suits.
Management Challenge: Nortel
Network's business and its transformation move at "Internet-time". "The biggest
challenge is providing high quality, cost-effective legal advice that is responsive to the
corporation's needs in a timely manner. We are obsessed with speed in everything that
we do - not just to survive, but more importantly, to lead in a world that is being
changed at an increasingly faster rate by the far-reaching effect of the Internet."
Nick adds that "leading a large global law department in this environment is indeed
a challenge. It is also a huge opportunity for my entire legal team. We are
committed to make a significant and direct contribution to the success of the company."
Goals, performance, and rewards for employees, including lawyers, follow a six-month
rather than an annual cycle. An annual cycle is simply too long of a performance
period in the fast-paced environment in which Nortel competes.
Style: Combines intelligence,
common sense, knowledge of the law, business acumen, good judgment and a sense of
humor to achieve professional excellence and results. Key member of the senior
leadership team and reports directly to the CEO. Above all, he is a leader, as well
as an effective change agent and team player with extensive experience in managing one
of the largest law departments in the industry.
Career: Born and raised in
Hartford, he completed his law degree at William and Mary in Virginia (1971). He
passed up a fellowship grant for his LL.M. in favour of a federal clerkship in
Washington, D.C. He joined IBM's law department and stayed with IBM for 25 years
holding a succession of positions, including General Counsel and Secretary in Asia,
in Europe / Middle East / Africa, ending with the position of General Counsel, IBM
North America.
Wanting to continue
his career in a smaller, more agile company, and to make a more significant contribution
as a member of the senior management team, he joined (then) Northern Telecom as
Vice-President and Deputy General Counsel in Toronto three years ago, and one year
later became Chief Legal Officer.
Family: Married for over
thirty years to his high school sweetheart, Sandra.
Reading: He is currently
reading Rembrandts in the Attic: Unlocking the Hidden Value of Patentsby David Kline
and Kevin G. Rivette and Simplicity: Working Smarter in a World of Infinite Choices
by Bill Jensen.
Relaxing: Enjoys swimming,
travelling with Sandra to new places with different customs and cultures, local cuisine
and most of all, meeting people. Nick is also known to play a very respectable game
of pocket billiards.
Richard
G. Stock, M.A., FCIS, C.ADM., CMC, is a partner with Catalyst Consulting.
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