Law.com , January 23, 2007, Tuesday

Law.com (National Law Journal)
January 23, 2007

AT&T Takeover Leads BellSouth GC to Resign
By Meredith Hobbs
Fulton County Daily Report
01-23-2007
http://www.law.com/jsp/article.jsp?id=1169473044319


Marc Gary is leaving his post as general counsel for BellSouth Corp., which became a division of AT&T after the two companies completed their merger on Dec. 29.

Gary said he will leave AT&T Southeast -- the new moniker for BellSouth -- at the end of January. He said he is looking at options in Atlanta and elsewhere. "With the AT&T takeover, the position of GC for AT&T is already taken. My interest is to pursue a position as the GC of another major company or to go into private practice at a major law firm."

AT&T Southeast's new top lawyer will be Martin E. "Marty" Grambow, who will relocate to Atlanta from AT&T's headquarters in San Antonio, Texas, where he is a longtime member of the company's legal department, according to Gary. Grambow did not return phone calls for comment.

According to a biography provided by AT&T, Grambow has spent most of his career with AT&T and predecessor phone companies, following an early stint as an assistant attorney general under then-Missouri AG John Ashcroft. A native of New York, he earned a degree in industrial and labor relations from Cornell University and graduated in 1974 from St. Louis University Law School.

He joined the Southwestern Bell Telephone legal department in 1981 and handled regulatory matters. In 1989, Grambow became Washington counsel for parent company SBC Communications and in 2000 moved to San Antonio to do regulatory work there.

Gary, 54, was recruited from Mayer, Brown, Rowe & Maw in 2000 as associate GC for litigation, labor and employment, antitrust and compliance. He was recruited by the company's prior general counsel, Charles R. Morgan. Both men had been partners at Mayer Brown. Gary had been at Mayer Brown since 1981, except for two years in the early 1990s as an associate independent counsel investigating the U.S. Department of Housing and Urban Development. He chaired the Washington office's litigation department where he practiced antitrust, securities and professional liability litigation. Gary became BellSouth's GC in September 2004, after Morgan's abrupt resignation in July 2004 in the wake of criminal charges that he'd battered his wife.

At BellSouth, Gary has headed one of the largest legal departments in the city, with about 90 lawyers and a total staff of about 180. With BellSouth becoming a regional division of AT&T, the GC position will shift focus to advising regional business on day-to-day operations, he said. "That's a very different job than what the GC of a Fortune 500 company does."

He said at AT&T Southeast's legal arm, the Atlanta office will still handle regional functions, such as litigation, labor and employment, Southeastern regulatory work and legal advice for the regional business operations -- but that corporate functions will be handled by AT&T's legal arm in San Antonio.

"The nature of the job changes dramatically when you become a subsidiary," he said. "A lot of general counsel work is no longer done by a regional subsidiary. You're not advising the board of directors or most of the members of senior management and you're no longer focused on some of the most interesting legal issues, such as in the securities area, corporate governance with Sarbanes Oxley and executive compensation. All those get consolidated back to the public company itself. It's not what a regional counsel does."

In nearly seven years at BellSouth, Gary has established a robust pro bono program. He created the BellSouth legal department's pro bono program in 2001. Today 80 percent of the company's lawyers are involved, contributing about 1,000 hours per year to projects such as drafting wills for Atlanta firefighters and police officers and preparing immigration visa applications, according to Inside Counsel magazine, which this month featured him in a cover story on in-house pro bono. Last year Corporate Counsel magazine (an ALM affiliate of the Daily Report and Law.com) named BellSouth one of the top legal departments in the country, in part because of its pro bono work. "I'm very hopeful and confident that will continue. A lot of people will stay in the AT&T Southeast legal department who've headed those efforts, and I see no reason why they won't continue after I'm gone," he said.

"It's been a privilege and an honor to lead the BellSouth legal department," Gary said. "It is composed of some of the most talented lawyers that I've ever worked with and under the new regional GC, those lawyers will continue to serve for AT&T."