MORE UNLICENSED GCs NAMED

WELCOME TO THE CLUB: GCs MEET AT M.A.C.

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MORE UNLICENSED GCs NAMED

By Michael Horne

A www.milwaukeeworld.com exclusive

“Licensing for in-house counsel also appears to be a new hot button for corporate watchdogs and other critics, leading to surprise telephone calls to CGs at Fortune 500 companies.^2”

-- John E. Iole and Rebekah Byers Kcehowski

Bar License Requirements for In-House Counsel

Pittsburgh: Jones Day, October 27, 2006

[If you want to talk about surprise, imagine what we feel here at milwaukeeworld to discover we are now a footnote in a scholarly paper written by two attorneys at one of the world’s largest law firms!

Yep, that’s us up there in the little superscript “2,” playing the prankster by placing all of those surprise telephone calls to General Counsels of state corporations wondering why they don’t have Wisconsin licenses.

You’ve read about it in a previous post here, and another post over here. This truly is a “hot button” issue, as the Pittsburgh lawyers at Jones Day put it, and referrals have been flooding into milwaukeeworld from a number of legal websites. – Ed.]

ASSOCIATED BANK, BADGER METER JOIN LIST OF WISCONSIN-BASED CORPORATIONS WITH OUT-OF-STATE LICENSED GENERAL COUNSELS

Milwaukeeworld’s surprise telephone calls went out today to Associated Banc-Corp, Wisconsin’s 25^th largest publicly traded company and to Badger Meter, Inc., its 42^nd largest publicly traded company.

Over at Associated Bank [ASBC], we left a message for Brian R. Bodager, its Chief Administrative Officer, General Counsel and Corporate Secretary. He has been an officer of the corporation since 1992, which should have given him plenty of time to get a Wisconsin law license, but he remains attached to his Ohio license, it seems. Perhaps he’s been too busy managing the 14 boards of Associated Bank subsidiaries he sits on, or perhaps he’s succumbed to the countless cultural diversions of the greater Green Bay – Brown County Metroplex. Whatever, they trust the dude: the entire board of directors of the bank issued him a power of attorney to act in their behalf in 1996. Whatever, you can't accuse him of spending his time at the golf course. He hasn't trod the links since 2003, and maintains a 13.9 handicap at Oneida C.C.

We now go from Bodager to Badger Meter Inc. [BMI], where William R. Bergum is Vice President, General Counsel and Secretary of the Brown Deer water meter company. Bergum, a 1990 graduate of Syracuse University Law School, has been a member of the Minnesota Bar since 1991, but hasn’t bothered to register as a lawyer in Wisconsin, despite his service to Badger Meter since 2003. He was named to his current post in March of this year. Bergum, 42, should be old enough to manage his own affairs, but perhaps it will take a stern message from the august Badger Meter Board of Directors to get him to apply for an authentic Cheesehead license. Goodness gracious, a phone call from milwaukeeworld wasn’t enough to do the trick!

Do not imagine, however, that Mr. Bergum is indifferent to issues of corporate governance. A glance at his extracurricular activities shows he practically wallows in them, serving as he does as the President, Milwaukee Chapter Society of Corporate Secretaries and Governance Professionals and as head of its membership committee.

Among the weighty issues this group ponders is, “What does a Corporate Secretary Do?”

The question is not easy to answer when the secretary is also a lawyer:

“In fact, at times, having a Corporate Secretary who also provides legal advice creates interesting questions as to whether particular communications made to management are legal advice - which may be subject to the attorney-client privilege - or general corporate/business advice, which is not.”

Imagine how much more complicated the job must be for a Corporate Secretary who forfeited the attorney-client privilege for lack of proper licensure in his corporation’s home state. Perhaps Mr. Bergum and his pals at the Corporate Secretaries and Governance Professionals (Milwaukee Chapter) might care to discuss that issue at their next meeting.

“CLUB” GIVES LICENSED, UNLICENSED GCs A CHANCE TO PAL AROUND WHILE EMPLOYED BY WISCONSIN-BASED CORPORATIONS

W. David Romoser, the Illinois-licensed General Counsel of A.O.Smith Corporation was lonely when he moved to Milwaukee in 1992, we learn from a remarkable magazine article reprinted in Inside Counsel. “There was nothing like the networking events that were available in Chicago. … I was a lonesome soul looking for people with whom to exchange ideas.” So, at a point in his career when many another attorney might have considered getting a license in the same state in which his employer was based, Romoser instead started a little club exclusively for General Counsels – mere in-house legal staff need not apply.

“What we are trying to do – and not to appear snobbish – was to keep it to general counsel,” he said, appearing snobbish. “ACC [the Association of Corporate Counsel] is a great organization, but its membership is very diverse and broad-based.”

Romoser’s GC-only group includes Bryan Blankfield, counsel for Oshkosh Truck. Like his pal Romoser, Blankfield, GC since 2002, lacks a Wisconsin law license. Romoser, Blankfield and other cronies get together at least three times a year at the Milwaukee Athletic Club, where most attorney members are unashamed members of the Wisconsin Bar Association. Blankfield says of the 35-member society, “it is like a group of friends going out to dinner. We can get a much better discussion going, and these discussions are a little more open.”

Romoser agrees, telling the author, “In recent years, most of those discussions have revolved around governance and compliance issues.” These include on-line compliance programs, board of director education, and the dissemination of codes of conduct. Perhaps at the next meeting the exclusive cadre might discuss the appropriateness of a Wisconsin licensure requirement for General Counsels at Wisconsin-based firms. Or perhaps they would rather leave that matter up to Boards of Directors, irate shareholders – or union leaders.

In his spare time, Romoser is a golfer, and played twenty games last year on 10 different courses. Despite all of that practice, he maintains a 21.1 handicap.

--Michael Horne

1 414 978-8039

VET GUILTY IN MEDALS CASE

William J. Richardson of North Fond du Lac was found guilty in United States District Court for the Eastern District of Wisconsin yesterday for the crime of wearing medals during a public assembly back in 2002.
U.S. Magistrate Justice Aaron E. Goodstein made the ruling after a trial in the Milwaukee court October 31st. He will sentence Richardson on December 21st, 2006, according to Richardson's attorney, Calvin R. Malone of the Federal Defender Services of Wisconsin Inc.
Milwaukeeworld wrote about this case back in June, and you can read that report here.
In short, Richardson, a member of the Fond du Lac American Legion Firing Squad, was seen in uniform and wearing medals he had not earned at an event believed to have been associated with festivities on July 4th, 2002. In any event, Richardson was photographed wearing unauthorized decorations including the Purple Heart, Bronze Star, Silver Star and the Distinguished Service Cross. The picture caught the eye of John Streeter, another Fond du Lac legionnaire, who brought the matter to the attention of the authorities.
U.S. Attorney Steven M. Biskupic, never one to avoid a politically-charged case, seized the opportunity to charge Richardson, 60, with violating Title 18, U.S. Code, Section 704."

The penalty for the misdemeanor offense is a maximum $5,000 fine or imprisonment for not more than six months, or both. Richardson has no previous criminal record.

The political benefits for prosecuting a harmless dress-up soldier could last for years.

--Michael Horne

Update: December 28th 2006 -- Richardson was sentenced to serve one year of probation and to provide 30 hours of community service.