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.


Carter Todd '82
General Counsel, Gaylord Entertainment

Carter Todd

As the waters of the Cumberland River rose steadily toward Nashville's Opryland Hotel on the night of Sunday, May 2, 2010, staff rushed to implement the hotel's crisis evacuation plan. The hotel was full, but before the night was over, approximately 1,500 guests had been moved to safety by bus before floodwaters inundated the building. Then Carter Todd, general counsel of Gaylord Entertainment, which owns and operates the hotel, executed another step of the crisis plan: He contacted the New York Stock Exchange to ask regulators to suspend trading in Gaylord's stock before Monday's opening bell.

The 2010 Nashville flood caused an unprecedented amount of damage to homes and businesses throughout the city. Although the flood wasn't the first crisis Todd had helped his company weather, he acknowledges it was by far the worst. "In some areas of the hotel, the water was 10 feet deep," he recalls. "The hotel's power plant was a total loss. It was clear from looking at the damage that the hotel would likely be closed for several months." Summoned to the hotel by a late-night phone call, Todd first vetted the evacuation plan to ensure all of the actions taken by the hotel were legal and then set to work addressing communications and investor relations issues and, later, amending the company's credit agreements.

While Gaylord's stock resumed trading later that day, Todd had to withdraw Gaylord's 2010 full-year financial guidance because of uncertainty over the damage. In addition, as one of the most painful effects of the flood, Gaylord was forced to lay off the vast majority of Opryland Hotel's workforce. "We had no place for them to work until we rebuilt," Todd said. Fortunately, Gaylord was able to recall 80 percent of them when the hotel reopened in November 2010. Todd and other corporate staff spent the intervening months tripled up in offices spared by the flood as Gaylord rebuilt the hotel and the Grand Ole Opry House. "It was a huge teambuilding exercise," he said. "Everybody pitched in."

A decade before, just months after joining the company as its general counsel, Todd had helped Gaylord weather another crisis: the harrowing aftermath of the attacks of 9/11. After a successful career in private practice as a corporate and securities attorney, he had joined Gaylord to help guide the company through a transition from a conglomerate of lodging, entertainment, record and music publishing companies to a company more narrowly focused on lodging and hospitality. Using its popular and successful Opryland Hotel meeting resort as a model, Gaylord had already embarked on an ambitious expansion plan to build additional destination resorts in Orlando and Dallas when Todd came on board. "Construction of the Gaylord Texas Hotel was well underway when 9/11 hit," he said. "The convention business completely shut down after the attacks. People couldn't get here when the airports shut down, and when they reopened, people were hesitant to go to large venues."

Smarting from the financial losses from cancelled conventions and concerned about the uncertain convention market, Gaylord suspended construction of the new Texas hotel until it could reassess its business strategy. "Stopping the construction project presented some challenging legal issues," Todd said. "But we had to be certain there would be a market for the new hotel rooms before we built them." Within six months, the outlook for convention destinations looked considerably brighter. In the decade since its Texas resort opened, Gaylord has also opened the 2,000-room Gaylord National Resort near Washington, D.C.

Todd joined Gaylord as general counsel after 20 years in private practice, first with Bass Berry & Sims and then with Stokes Bartholomew. As one of 10 members of Gaylord's executive committee, he votes on proposed acquisitions and divestitures. Despite the occasional crisis, Todd has relished the challenge of helping Gaylord create and implement a long-term strategic plan, divest assets that were a poor fit for its primary focus on lodging and hospitality, and develop new resorts. He also enjoys the daily challenge of dealing with investor relations, land use regulations, employment and a plethora of other legal issues. "I always hated timesheets," he said. "Being part of the management team of a public company is extremely rewarding."

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