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.


Frank Macioce '72
Retired Corporate Counsel, Merrill Lynch

Frank Macioce

Frank Macioce spent his career as an in-house counsel because of a simple trick of fate. A year after Macioce started law school in 1967, at the height of the Vietnam War, the government stopped exempting male graduate students from the military draft. Macioce was able to complete his third semester of law school before his Army service began in 1969; he returned in January 1971 to pick up where he'd left off. "I missed out on the September interview cycle that year," he said.

That turned out to be a stroke of luck for Macioce. The following year, the general counsel of Merrill Lynch visited Vanderbilt, interviewed him, and offered him one of four entry-level spots in the firm's legal department in New York. "It was a fabulous opportunity," he said. "Merrill Lynch had just gone public, and they were trying to get capable young people into what was then a fairly small law department." As a fledgling attorney, he recalls spending a long Sunday preparing for a five-minute presentation to the firm's chairman, Donald Regan, who would later serve as Secretary of the Treasury under President Ronald Reagan. "It was worth it, because I had answers to all of his questions," he said. His stellar performance netted him a role at the firm's board meetings for the next 20 years.

Macioce was tapped to run the firm's new corporate law department in 1980. "What gratified me most was being able to build that department from scratch," he said. "We had three or four lawyers at the start. When we were fully staffed, we had 15 lawyers and the corporate secretary's office. Building and running that operation was probably the most fun I had in the years I was at Merrill." He also enjoyed the broad range of legal work his department provided. "If you strip away the many regulatory lawyers and litigation department, the corporate department had what was left," he said. "We advised the board of directors and its committees, dealt with mergers and acquisitions, human resources, the pension plan and employee benefits, and real estate, and supported the treasurer's and controller's offices. It was incredibly diverse."

Macioce ran Merrill's corporate law department until 1993, when he was made general counsel of the company's Investment Banking division and then in 1995 of its Operations, Services and Technology Unit. "To be effective in the role of the general counsel," he said, "you have to do two things. First, you have to keep the corporate client out of trouble. If something goes wrong, people are going to look at you. You also have to be a member of the team, because if you aren't viewed as a member of the team, you're not going to be effective—you'll be treated as an outsider. The challenge is getting the right balance."

As general counsel of two Merrill units, Macioce participated in the firm's rapid evolution from a partnership, the vestiges of which were still apparent in the firm's operations after its public offering, to a mature public company. "When I joined Merrill, we had one outside board director—one!" he said. "And it was a public company! By the time I retired, I think all but two were outside directors."

Macioce cherished his career role as an insider and the positive impact of his work on Merrill's performance. "Friends in private practice would tell me they envied the fact that I was a contributing part of a community," he said. "You get a real satisfaction from being a part of a team. Of course, the trick is to find the right team."

After retiring from Merrill Lynch in 2003, Frank Macioce won an at-large city council seat in Summit, New Jersey. He served on the council from 2004-09, winning three elections, and was its president in 2005-06.

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