On the Inside Track

Seven Vanderbilt Law alumni who have served or are serving as their company's general counsel discuss the challenges of bearing the ultimate responsibility for how their company's legal matters are handled, advising senior executives and boards of directors, and dealing with matters as mundane as 401(k) loans, as serious as a government investigation, and as exhilarating as an initial public offering.

Jim Cuminale '78
General Counsel, The Nielsen Company, New York

Jim Cuminale

As general counsel of the Nielsen Company, Jim Cuminale heads a legal department of 36 attorneys who support operations in 96 countries that employ more than 30,000 people and generate more than $5 billion in annual revenue. In addition to his U.S.-based legal staff, Cuminale supervises a team he built from scratch of attorneys based in China, Singapore, India, Australia, Africa and the Middle East. He has also developed a global network of law firms who provide on-demand support to Nielsen, which provides information and analytics.

The Nielsen Company is known in the U.S. for its long history of gathering information on the TV viewing habits of Americans—the Nielsen Ratings—a service that now also tracks what people watch on their cellphones and online. But founder Arthur Nielsen actually pioneered market research when he started the company in the 1920s, and more than 80 years later, the larger segment of Nielsen's business remains providing industry giants such as Procter and Gamble, Kraft and Unilever with information about which products consumers buy and where they buy them as well as analytic services to help consumer-product giants make decisions about what to produce, how to package it, how to market it and where to sell it. The legal challenges Nielsen's information-gathering operations present to Cuminale and his staff range from privacy issues and patent law to employment law, regulatory compliance and securities law. "We use digital technology to gather our data in first-world countries," Cuminale said. "But in developing nations, we actually go into stores and count what people buy."

Despite its storied history and brand name, Nielsen was essentially a start-up when Cuminale joined it as general counsel in 2006. Its two main divisions, which the company now refers to as "watch" and "buy," had been split apart and sold to separate owners after the Nielsen family had sold the company to Dun & Bradstreet in 1984. The Dutch publishing company VNU acquired both divisions in 1999 and spent the next six years trying and failing to reintegrate them. In 2006, VNU was sold to a group of private equity firms who felt confident in the potential of both business segments, and the new owners began recruiting a management team capable of reuniting them as a market research giant. Cuminale was the second executive to join the rejuvenated Nielsen Company in 2006 after former GE executive David Calhoun signed on as CEO.

Cuminale brought to Nielsen more than 25 years of experience as a corporate general counsel and a mergers-and-acquisitions attorney in private practice. After earning his law degree in 1978, he joined a 25-attorney firm in Greenwich, Connecticut, because "I wanted to live where I worked." His timing proved impeccable. Cuminale started his legal practice just as Fairfield County began to emerge as a major high-tech business center. "We had a really interesting petri dish of companies here, and my practice developed nicely," he said.

Cuminale had already declined several offers to join the in-house legal staffs of companies for whom he had worked as outside counsel when he was approached in 1995 by the entrepreneurial founder of PanAmSat, a global satellite company. Impressed by PanAmSat's founder and the company's business potential, he accepted. When the founder died later that year, Cuminale helped engineer the company's sale to Hughes Electronics, a subsidiary of General Motors. "It was an ideal merger," he said. "We had an international network, and they had U.S. domestic, and we combined the two companies."

Hughes hired the PanAmSat management team and Cuminale to run the company as its public subsidiary. As PanAmSat's general counsel, Cuminale's responsibilities ranged from negotiating and managing customer contracts, which represented a backlog of $5.1 billion, to compliance with securities laws, export control laws and communication laws. He developed a keen understanding of compliance with regulations imposed by the Federal Communications Commission and other regulatory agencies around the world. One of his biggest victories was a legislative effort in the 1990s to reform the satellite industry by requiring privatization of the intergovernmental organizations that had come to dominate the satellite services industry. The effort Cuminale spearheaded culminated in the ORBIT Act of March 2000, which mandated the privatization of three major international satellite networks.

When PanAmSat was acquired by its largest competitor, Cuminale's capable management of PamAmSat's legal department impressed the private equity partners involved in the company's final sale. They had acquired Nielsen, then known as VNU, and they introduced Cuminale to Dave Calhoun, Nielsen's new CEO, who invited Cuminale to join his new management team. "We were asked to reposition the company and make it simple and understandable," he said. He and the company's CFO became the architects of the "watch" and "buy" messaging that differentiates Nielsen's two client services.

Cuminale's five years of work with the company's CEO and chief financial officer to meld Nielsen's "two amazing franchises" into an efficient company whose mission was clear to its client companies culminated in Nielsen's successful public offering in January 2011. He now presides over the global legal department of a multinational public company. "It's been an interesting ride!" Cuminale said.

He is clearly looking forward to continuing the journey.

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