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.


Michael O. McCarthy III '91
Chief Legal and Administrative Officer Infinera

Michael O. McCarthy III

When Mike McCarthy joined Infinera as general counsel in 2003, the company had yet to launch its first product. McCarthy had left a job at Ciena Corporation, a high-flying global telecommunications company, at the height of the telecom boom to join the Silicon Valley-based technology start-up, which had yet to sell its first product.

In hindsight, McCarthy's move appears prescient. By the time the telecommunications boom went bust, he was blazing the frontier of the next technology boom. But he recalls making the risky move because he relished the opportunity to work with a world-class management team and help launch an innovative start-up.

His leap of faith has since paid big dividends. In the nine years since McCarthy became Infinera's first in-house lawyer, the company has become a major industry player whose unique integrated architecture for digital optical networking systems supports Internet and telecommunications networks around the globe.

McCarthy had met Infinera's founders while serving as Ciena's general counsel. Ciena was expanding rapidly by acquiring other companies, and McCarthy worked with the company's mergers and acquisitions group to close almost $3.5 billion in acquisitions. The founders of one company acquired by Ciena included two entrepreneurs who soon left to start a new venture, Infinera. McCarthy kept in touch as they launched the product development phase of their start-up.

At Ciena, McCarthy was tapped to play an unusual role for a general counsel: leading his company's 750-person worldwide sales and support team. His dual appointment as general counsel and chief of sales was actually less surprising than it sounds. Telecommunication sales involve complex, painstakingly negotiated multiyear contracts, and Ciena's legal and sales departments were intimately connected. McCarthy showed an aptitude for leading these complex sales negotiations from both a legal and commercial perspective, and he enjoyed working closely with the sales team as a proactive partner in solving the company's business needs.

Within three years, his unique combination of legal and sales expertise had netted him an offer to join Infinera as its general counsel and first in-house lawyer. "Infinera had just reached the stage where we felt the product could work," he recalled. "We also had a very large potential customer who was going to take one of our first products and wanted to negotiate a multi-year purchasing agreement."

McCarthy plunged into the task of negotiating Infinera's first sale shortly after he came on board. "The customer presented us with a sales agreement that, not surprisingly, was somewhat one-sided," he said. "I spent the next few months negotiating an agreement that accounted for the legal and commercial risk they were taking in going with a new company and system, but also protected our interests." In addition to finessing the sale and establishing a template for future sales agreements, McCarthy helped Infinera raise more than $300 million in private equity to fund product development and expanded manufacturing capacity.

McCarthy recalls that "everyone wore a lot of hats" as Infinera ramped up for its public offering in 2007. "My major focus was on preparing the company and the management team to become a public company, but at the same time we remained focused on winning new customers," he said. "We also were busy developing and implementing best practices for sales, human resources and intellectual property issues."

Today, Infinera has more than 1,200 employees worldwide. As Infinera's chief legal and administrative officer, McCarthy heads a legal, human resources, information technology, and facilities team of more than 80 people. The tough customer with whom he negotiated the company's first sales contract "is still with us," he said proudly. Having guided the company through its start-up and public offering, McCarthy is now busily engaged in helping Infinera navigate what he terms its "growth and expansion stage."

"When you move from a start-up to a more mature company," he said, "you have to deal with the question of how you maintain the entrepreneurial spirit of a start-up that was the basis of your initial success, and also put practices in place that make you more effective—stronger intellectual property systems, administration and facilities support functions, human resources—and keep gaining new customers and developing new lines of business."

McCarthy hadn't set out to pursue a career in a corporate law department, but he had always been interested in management and business strategy. He earned his undergraduate degree in mathematical economics at Colgate and worked for Dun and Bradstreet in New York before coming to Vanderbilt with plans to earn a J.D./M.B.A. His plan changed when he discovered that "I liked my law classes a lot better."

After earning his J.D., he was working as a corporate and securities associate with Hogan & Hartson in Washington, D.C., when a former colleague in MCI's legal department urged him to apply for an opening there. McCarthy joined MCI to gain hands-on in-house experience in MCI's mergers and acquisitions group. There, his work ranged from a joint venture among MCI, Telefonica and Portugal Telecom to the acquisition of a Brazilian technology company. His work at MCI subsequently garnered him an offer to join Ciena's legal department, where he was soon promoted to general counsel.

More than 12 years after first taking on the role of general counsel, McCarthy still enjoys the challenge of heading an in-house legal department. "I like being the general counsel, because it allows me to work closely with the CEO and management team on the company's strategy and business while also solving the company's legal problems" he said. "In addition to providing legal counseling and advice, I'm also looking out for the business."

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