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.

Sara Finley '85
Former General Counsel, CVS Caremark Corporation

Sara Finley

Sara Finley's worst day on the job came on March 11, 1999, when agents of the State of California took over a managed care subsidiary of her company, MedPartners Provider Network, headquartered in Long Beach. "They showed up at the door without any notice or warning, handed out flyers, and announced they were taking over operations of our company in California," Finley recalled. "Then they immediately filed for bankruptcy on behalf of that company."

Finley had spent much of the previous year working feverishly with the subsidiary's management team to prepare the subsidiary for sale. Now she found herself and fellow company executives scrambling across the street to a Marriott Hotel, where they immediately set up a "war room" to fight the state's action. "We obviously felt the state did not have the authority to take over management of our California subsidiary, and we filed suit against the state of California," she said.

The situation appeared to be a disaster in the making. "We were losing a considerable sum of money in California," Finley said, "and we were receiving bad press about the fact that we were not doing well." Based at the company's headquarters in Birmingham, Alabama, Finley had first been dispatched to California to help assess whether the subsidiary could be made profitable, and if not, to arrange for its sale. The state's bankruptcy filing on behalf of the subsidiary ended any hope of a timely divestiture and also prompted an avalanche of phone calls from worried physician groups, health plans and hospitals participating in the MedPartners managed care network. While firmly maintaining that the state takeover was unwarranted, MedPartners also reached out to state authorities "to try to stop the madness."

Within a few months, after challenging negotiations and continued legal proceedings, the state returned control of the subsidiary to MedPartners, but continued to monitor its operations. "The bankruptcy filing was not feasible to reverse," Finley said, "so we kept the subsidiary in bankruptcy, executed a plan of reorganization, and ultimately paid our debts. But the whole experience was surreal."

As the California situation was unfolding, MedPartners changed its core business to prescription benefit management and its name to Caremark. Finley spent the next eight years as Caremark's assistant general counsel, overseeing the 2004 acquisition of competitor Advance PCS, which made Caremark the nation's second largest prescription benefits manager, and a 2007 merger with retail pharmacy giant CVS, during which she helped Caremark fend off a hostile takeover bid and keep the planned CVS merger on track. Following the 2007 merger, Finley was named general counsel first for the pharmacy services division of the combined company and then for the entire CVS Caremark enterprise.

Finley had attended Vanderbilt as a Patrick Wilson Scholar and joined the Atlanta law firm of Kutak Rock after graduating in 1985. In 1993, she left her successful law practice to join a small privately-held manufacturing firm as its general counsel because she wanted to work as an integral part of a company's business team rather than as outside counsel. She gained an understanding of why the title is "general" counsel her first day on the job. "Somebody walked into my office and asked if they could get a loan from their 401(k) because they were getting a divorce," she recalled. "I just stared at them blankly, realizing that my law firm transactional practice had not fully prepared me for the wide variety of issues, big and small, that arise every day in a business environment."

Within two years, she had joined the legal staff of MedPartners, seeking work in a more entrepreneurial company in the dynamic health care industry. "At MedPartners, I developed a passion for my career that I had never felt before," she said. "I also went from 'Gee, am I going to have enough billable hours?' to 'Will I ever sleep?'"

During her tenure in the legal department of CVS Caremark and its predecessor companies, she said, "I've seen our stock fall a tremendous amount in one day, and I've seen it go very high. I've seen my stock options underwater and wondered why I was still sticking around. I've dealt with crises with mergers and acquisitions, litigation, government investigations and of course the state seizure of our California subsidiary. But I've found that if you stick with it, you reap some significant opportunities and rewards personally, professionally and financially."

After years of hard-driving work and continual travel, Finley scaled back her responsibilities in spring 2011, but she continues to work in the company's legal department as a senior legal advisor. In 2007, she joined the board of the non-profit Land Trust for Tennessee, which seeks to conserve natural and historic landscapes in the state, and she currently serves the organization as its vice chair for strategy. "I hadn't been able to commit to do many extracurricular things in my previous role at CVS Caremark," she said, "and the opportunity to be more involved in the Land Trust's conservation work and with other charitable organizations means a lot to me."

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