ACCOUNTING BOARD GC JOINS GIBSON DUNN
This week, Lew Ferguson joined Gibson Dunn after three years as the first General Counsel of the Public Company Accounting Oversight Board, the non-profit corporation chartered by Congress in 2002 as part of Sarbanes-Oxley. A graduate of Yale, Cambridge, and Harvard Law, Lew has also been a GC in business and an adjunct professor at Georgetown Law Center. We sat down with him as he was unpacking boxes.
Lew Ferguson in his office with us Wednesday.
What brought you back to the private sector?
I came to the PCAOB when it was very much a start-up corporation and my personal mandate was to build the General Counsel’s office and get it up and running. I intended to stay two years and then move back to private practice. I would end up staying a third year, because the day I was going to announce my departure we were sued by a group called the Free Enterprise Fund that claimed Sarbanes-Oxley is unconstitutional. We wound up winning in District Court and though there will be appeals, the case was far enough along for me to make the move. During my three years, the legal staff grew from 2 lawyers to 8.
What were you doing before?
I was a partner at Williams & Connolly, where I’d been since 1998 doing business and securities work mostly. I did work for some well known companies like Waste Management and AOL for cases involving federal charges on accounting issues. The AOL case was the highly publicized revenue recognition matter. I was approached by the newly named chairman of the PCAOB, Bill McDonough, about the job and we really hit it off. McDonough is the former head of the NY Federal Reserve Bank and is an amazing guy.
Why did you come to Gibson, not your old firm?
Williams & Connolly is a great firm, and part of my heart is still there, but the platform at Gibson is broader and will allow me to work more as a counselor.
Getting in some fun before the next job: Lew and his wife Molly Mahoney on an Alaskan cruise earlier this summer.
How will your experience in the public sector help in your practice?
Being on the inside–working with the regulators, the SEC, and the banking authorities–provides a great perspective on how the government thinks and how it operates. These are lessons that will be very valuable to my practice as I counsel public companies about compliance with Sarbanes-Oxley and other federal regulations.
Are the duties of a GC for a government chartered corporation much different than for a GC in the private sector?
No, not really. In any large organization, there are contracts to oversee, HR matters, and litigation. It’s the same as a public company. One of my first jobs was to sue a web squatter for claiming the PCAOB web domain.
What caused you to give up a challenging and lucrative practice at W&C?
The chance to get involved in building something. I believed in the mission and thought SOX was important legislation. I really came in at the ground floor. I also believe in reinventing yourself every so often. Throughout my career I’ve sought new and different experiences within the law, and this was one.
What has Sarbanes-Oxley meant for American business?
It's the most fundamental change in business regulation since the securities reforms of the 1930s. It is a new day and it changes the rules for everyone. There is no doubt that SOX will create more work for lawyers and clients, but it is good legislation. Claims that this will cause US companies to lose their competitiveness are not true. Our securities markets have the highest level of investor confidence of any in the world, as evidenced by the lower cost of capital here. There may be some easing of regulation for smaller companies but, in general, SOX is here to stay.
What other experiences have you had outside of law firms?
I left W&C from 1994-1998 to serve as SVP and GC to Wright Medical Technology, which was a great experience. In addition to the typical duties of the GC, I was heavily involved in corporate strategy and decision-making. Business people view legal issues as only one of many challenges they face in guiding their companies. This was an important perspective to understand for a lawyer. We typically view the world as all legal issues.
What is your outlook for law firms?
There is no doubt law firms are becoming less scholarly and less gentlemanly, but it’s not all a bad thing. Corporations are successful because they know what the customer wants and that is important for us as well. Firms need to focus on developing value as efficiently as possible. The practice of law is of course still very substantive and intellectual, but the way firms operate is changing.
Did you always want to be a lawyer?
Nope. I came from a family of doctors and went to college as a pre-med major. It wasn’t until later that I decided on the law, to the great disappointment of my physician father.
Where are you from?
Joplin, Missouri. A town best known because Mickey Mantle was from close by. But I was a St. Louis Cardinals fan. I headed East as soon as possible and haven’t been back.
What are you up to the rest of the summer?
Well, I just got back from an Alaskan cruise, which was great. We are doing another cruise later this summer in the Caribbean with the whole family, including the grandkids.