December 17, 2014

MEMBER SPOTLIGHT: An Interview with Karl Ege

Karl Ege embodies what it means to have a full and engaging legal career. He spent more than 15 years as chief legal officer and as a member of the board of directors and the executive committee for Russell Investment Group. He oversaw the company's legal compliance, internal audit, and risk management functions and was instrumental in developing Russell's international business. He also helped found the 20-20 Investment Association, a nonprofit organization whose membership includes the largest global institutional investment firms. 20-20 focuses on investment opportunities in emerging and frontier markets and helps those economies attract foreign capital.

He's also found time to give back to the community and to stay involved with the ABA. Though now that he's in his 70s, his family keeps telling him to slow down. He hasn't really heeded that advice. In 2008 as he was transitioning into retirement from Russell, he joined Perkins Coie as senior counsel, and currently advises senior executives and boards on matters involving corporate governance, internal controls, and corporate investigations. He's also involved in advising the firm's investment and financial services clients and emerging companies, as well as assisting on the firm's efforts in Asia, Europe, and Latin America.

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For 15 years, you served as the chief legal officer, secretary, and vice-chairman for Russell Investment Group. When you look at your career history, what best prepared you for these positions?

I practiced law for 20 years beforehand in a firm that had grown from 40 lawyers when I joined to over 250 when I resigned at the end of 1991. In the early days, I did a little bit of everything; including employment law, litigation, and real estate work, and gradually drifted into the field of corporate finance and securities, which was always my intended focus. As a result, I had a pretty good feel for the issues that a corporation faces on a regular basis; not just financial, securities, or investment issues. That broad experience made it easier for me to transition into an internal counsel’s role. 

Today, particularly in large firms, it's unfortunate that young lawyers focus exclusively on one area of the law from the very beginning. It doesn't prepare them well for a more general counseling role, especially if their ultimate goal is to be an in-house corporate counsel. As an in-house lawyer, particularly as a general counsel, one needs to have at least an appreciation of the many different legal issues that arise and land on your desk. 

What did you most enjoy about being a general counsel?

I was not only the general counsel, but I was a member of the company’s board of directors and the executive committee, and was involved in shaping every major decision. We expanded the company’s revenues over 20-fold, and its profits over 50-fold over the 16 years I was there. It was a very exciting time. I was involved in all of our international expansion, and drew not just on my legal skills but on my business decision-making skills as well. 

You returned to private practice in March 2008. You went to Perkins Coie where you’re now senior counsel. What made you decide to leave a very senior in-house position?

Two things. One, it was the right time to step aside. I’d been chief legal officer for 16 years, had served as consigliore to four CEOs, and had just turned 67. The thought of another flight to Tokyo, where I’d been probably 40 times, or London, where I’d been probably 50 times, or to South America, where I’d been several times, or to Australia, or Southeast Asia, where I’d been half a dozen times, was daunting; international travel was beginning to take its toll. Second, I had groomed a successor, and she took over, so I was able to retire gracefully. 

Your practice is focused on advising senior executives and boards about matters involving corporate governance, internal controls, corporate investigations. What are the most pressing issues that your clients face now?

In addition to the ones that businesses regularly face – financial performance, global competition, and similar issues – one of the more interesting issues facing businesses today is concern over cybersecurity. The recent hacking of credit card information at major retailers has resonated throughout the entire corporate world. There’s an incredible amount of focus right now on whether data systems are protected adequately. 

You’re also involved in advising Perkins Coie’s investment and financial services clients and emerging companies, as well as assisting your firm’s efforts in Asia and in Latin America. Are you traveling a lot again?

No. I’m doing as much as I can remotely, mostly meeting with people from outside the United States when they are in town. I do have a trip coming up to Asia to meet with the new government of Indonesia. I’m advising the firm’s clients, but also advising the lawyers here about opportunities in far-flung places but without having necessarily to travel. 

What are the issues facing your investment clients?

Before I came on board, the firm didn't have a formal investment management practice, so I helped build one. We've brought in experienced lateral partners and associates who have a broad range of investment experience, and we are well positioned now to serve a wide range of investment management clients. That was one of my goals, and so far it’s working out well. 

You practiced law prior to joining the Russell Investment Group. How was the practice of law changed from those earlier years?

Three words: World Wide Web. I left private practice at the end of 1991 and went in-house. At that time, the only technology tools readily available were e-mail and fax machines. WestLaw and computerized legal research was in its infancy. E-mail was rudimentary and the Internet was not anywhere near what it is today. Now, one's entire practice revolves around electronic communication and the Internet. As a result, everything moves much faster and a vast array of knowledge is at your fingertips. When I first started practicing law more than 42 years ago, law firms had large libraries and research was conducted by reviewing treatises and court reports. We still have those physical resources, but so much more is now available online. In addition, the speed at which transactions take place – the speed at which everything takes place – has increased dramatically. 

So your response time is different, too?

Today a client may send an e-mail and expect an immediate response. When I was an in-house lawyer, I knew the outside lawyers who were responsive and could provide advice and counsel quickly and those who could not. Counsel who could give quality advice promptly were preferred. Obviously, quality advice is the most important thing. But there are many lawyers who can provide quality advice and the appropriate question for the client is “who is most responsive when you need quality advice on a timely basis?” 

Is that the standard by which you measure yourself now?

I’m now in my 70s. My family keeps telling me, “Hey Dad. Slow down a little bit.” But I do pride myself on being responsive even if the response is “I can't help you right now, I’ll help you on Monday.” 

Do you enjoy the practice of law?

I find it intellectually engaging. I currently chair the ABA Corporate Laws Committee, which is responsible for drafting the Model Business Corporation Act. That's very satisfying intellectually. Chairing this committee is one of the challenges that keeps me active intellectually. 

You are currently a director of the 20-20 Investment Association, a nonprofit association of global institutional investors that evaluates the investment climate in emerging and frontier market countries. I read about your meeting with the prime minister of Vietnam in an effort to strengthen trade and investment ties between Vietnam and the United States. Can you tell us about this meeting?

We formed 20-20 when I was chief legal officer of Russell Investments. I’ve been a director of the association since 1994. The membership of 20-20 is comprised of 35 to 40 institutional investors; those members today control collectively more than $8 trillion of investment assets. They are mostly household name major investors, including mutual funds, private equity and hedge funds, pension funds, and sovereign wealth funds. 

20-20 was formed initially when the Berlin Wall fell and the markets of Eastern Europe were beginning to develop, and as China was becoming much more mercantile. The focus was to meet with government and business leaders in those emerging economies to assess investment opportunities and to have a dialogue on how those countries could move forward to attract sophisticated institutional investors. 

In 2008, the group decided to visit Thailand and Vietnam. I led the delegation on that particular trip. It was an interesting journey for me since I’m a Vietnam veteran who served with the Marine Corps in Vietnam in the mid-1960s. It was not my first trip back to Vietnam, but it was an interesting one. We were first in Thailand and then traveled to Vietnam, initially to Saigon, or Ho Chi Minh City as it’s known today, and then went to Hanoi where we met with U.S. Ambassador Mike Michalak, as well as with a number of senior government officials. Then we went to the Presidential Palace to meet with Prime Minister Dũng, who had been a medic with the Viet Cong for 13 years during, as the Vietnamese call it, the American War. 

It was an existential moment to be sitting next to the prime minister who was, more than 40 years before, my enemy. We shook hands and talked for more than an hour about increasing trade and investment between the United States and Vietnam. 

Did you get to tour Vietnam during your visit?

I’ve been to Vietnam several times. A group of us who were veterans built a school in Quang Tri province, near the former demilitarized zone, in memory of two of our college classmates who were killed in Vietnam. I went there for the dedication of that school in 2002, which was my first trip back to Vietnam in 35 years. 

I intend to go back. I’ve made some friends in Vietnam, mostly Vietnamese businessmen and those working in Vietnam to heal the scars of war. That’s the kind of travel I want to do. 

You’ve also been actively involved in APEC Business Advisory Council. And in 2008, you participated as a delegate in the World Economic Forum in Davos, Switzerland. What was this like?

I was on the board of the National APEC Center for 13 years. The center is headquartered in Seattle and is a product of the 1993 APEC meeting when President Clinton called for the leaders from the Asia Pacific region to meet in Seattle to discuss trade and investment policies. 

In 2006, I was one of the U.S. delegates appointed by the State Department to serve as a business representative to the APEC Business Advisory Council. I attended more than a dozen meetings throughout the Pacific Rim during my three-year tenure from ’06 to ’09. 

In 2008, our company’s president and CEO was invited to attend the World Economic Forum in Davos, but he had a schedule conflict. At that time I was Russell’s vice chairman and he asked me to attend in his stead. It was an opportunity to sit and listen to some of the world’s great leaders. Frankly, Davos is a bit overblown and not much more than a media circus. I wouldn’t go out of my way to attend again. 

What do you mean overblown?

At Davos there are too many egos seeking media coverage, let’s put it that way. A lot of people attend who just want to be seen shaking hands with Henry Kissinger or George Soros. 

You’ve been very active in the community as well. For a long time you’ve been involved with the Fred Hutchinson Cancer Research Center as a trustee. How did you first become involved in the organization and in supporting cancer research?

Cancer touches all of us. I’ve had family members who have suffered with cancer. I have a father who is a cancer survivor. He’s now over 100 years of age, but he’s a colon cancer survivor thanks to early detection and quality treatment. 

In 1995, one of my closest friends in Seattle, Hal Weintraub, who was the director of basic research at the Fred Hutchinson Cancer Research Center and doing incredible research work on cell division, contracted brain cancer and died. Everyone was stunned. It was a tragic loss for the entire scientific community, but particularly for the Hutchinson Center. 

I had a scientific background as an undergraduate and had some familiarity with the work at the Hutch. Nonetheless, I was not capable of continuing Hal’s research, but I was capable of doing my best to support this important institution. Initially, I was involved in fundraising and related activities, and eventually was appointed to the board of trustees. I’ve been on the board for the last 14 years. My term will end in June of next year, but I will remain engaged with the Hutch in an appropriate capacity. Serving the Hutchinson Center has been a lot of work, but it’s been a labor of love. 

You’ve also been involved with the Seattle Opera. Is that a love of yours, too?

I’ve always appreciated music and I love symphony, opera, rock and roll, jazz, and just about everything else musical. In 1993, I was asked by a senior executive at Boeing, who was the incoming Seattle Opera board chair, to become a board member. The opera was facing what many arts organization face – financial challenges. It then had a board of, I would say, well-intentioned older individuals who had very little business experience. I joined the board and immediately was appointed treasurer. The board, which had added a number of seasoned business executives as new board members, instilled financial discipline into the organization without compromising artistic quality. For the next seven years, Seattle Opera operated with a budget surplus. I served on the Opera board for 17 years and stepped aside in 2010. 

You’ve also been very active with the ABA; the list of positions you’ve held is long, including serving as chair of the ABA Business Law Section. And I could go on and on. What’s been the value of these experiences and these positions?

I joined the ABA as a law student member in 1970. So I’ve been an ABA member for 44 years. I’m originally from New York City and educated back East. When I came to Seattle in 1972, I felt that for me to distinguish myself and my practice in a place more distant from the financial centers of the United States, I needed to be engaged with counterparts who were doing the same kind of work elsewhere throughout the country. 

So I joined the ABA Business Law Section and several of its committees. I was actively involved in committee work even though most of the involvement in the early days was through conference calls. As an associate, I worked closely with a senior partner, a wonderful fellow, now deceased, who was a member of the Council of the Business Law Section. He’d been asked to co-author a book with a senior partner at Gibson Dunn. 

Of course, the two senior lawyers were very busy and the project was delayed. They finally reached out to their young associates for assistance, one of whom was me. The other one was John Olson, who was then a young lawyer at Gibson Dunn. 

John and I helped our two senior partners prepare the book, which was selected reading in corporate law. That was 1975–1976, and John and I have been close friends and professional colleagues ever since. My reward for assisting on that project was an invitation to attend the Business Law Section Spring Meeting in 1976 in Williamsburg, Virginia, where I had the opportunity to meet with many members of the Section’s leadership. In 1983, I was asked to participate as a member of the Corporate Laws Committee and I became involved in the work of that committee for the next six years. And then in ’86, three of us on the Corporate Laws Committee started the Negotiated Acquisitions Committee (now the M&A Committee), which with more than 4,000 members is the largest committee in the Business Law Section and larger than some of the ABA’s other sections. 

I was involved in the activities of the Business Law Section and its committees throughout the 1990s, remaining engaged even after my transition to an in-house position. In the early 2000s, I was asked if I would consider being the chair of the Section. I went to my CEO and asked if it was appropriate for me to assume that responsibility and the time commitment involved; he said, “do it.” So I did. It was very rewarding. I was Section chair during the 2008–2009 ABA year. The Section had a good year, both financially and professionally. I found serving as Section chair to be the singularly most important contribution I could make to the practice and to the profession. 

And now you're the current chair of the Corporate Laws Committee.

Yes. I’ve chaired the committee now for a year and I have two more years to go. It’s intellectually very, very engaging. I have an incredible committee of 24 appointed members, four appointed each year for six-year terms. We also have a number of advisors and consultants who are experts on corporate law. We’re currently engaged in a major undertaking to prepare a complete revision of the Model Business Corporation Act, a project begun in 2011 but which will take several years. We hope to have the project finished in 2016 when my term ends. But then again, who knows? The main thing is we want to get it right, and if it takes longer than that to complete the revision, so be it. Nonetheless, our current goal is to try to finish the revision by 2016. 

Is there anything else you'd like to add?

I’m concerned that young lawyers today don’t reach out readily to join professional organizations. I’ve tried to encourage younger lawyers to consider not just joining the ABA, but joining one of the substantive sections to be involved in professional activities on a national level. If they are business lawyers, they should join the Business Law Section. And when they join, they should volunteer for a committee and participate in the work of that committee; they may not be able to attend committee meetings but at least they should participate. 

By engaging with the ABA and its substantive sections, you build relationships with colleagues around the country who are doing the same things you’re doing. You share knowledge and expertise, and in the process, you enhance your practice. I’ve made life-long friends among the many, many lawyers around the country that I’ve met through my ABA activities. 

Those personal relationships are very important. They've helped me not just in my practice, but personally as well. It’s never too early to start building relationships with lawyers around the country, and around the world as well. 

Thank you so, so much.