recapitalization. Then Garcia C. got
yet another headhunter’s call. In 2007,
she became Office Depot’s executive
vice president, general counsel and
corporate secretary.
She brought what she learned with her.
The Elvis suit, too.
“I put the outfit on for Halloween one
year here,” she says. “I think people were a
little surprised. They’re not used to seeing
their general counsel like that.”
She laughs now. But there was little to
laugh about when she started.
Her second day on the job at Office
Depot the company received a letter from
the SEC saying it had commenced an
investigation about a possible violation
of Fair Disclosure regulations.
“So,” she says, “I was faced with having
to organize an internal investigation at
the highest levels of the company. Not
because there was any wrongdoing, but
just to understand what had happened.
And that makes it very difficult to start
your job as a general counsel, counsel to
the executive team, when you’re sitting
there trying to figure out whether they’ve
done something wrong.”
It was “very tense,” she says. “I called
my husband and I said, ‘You know what,
don’t sell the house.’”
On the upside, she says, “Investigating
the business is a good way to learn how
things are done. ... It’s a much more
comprehensive way of learning.”
How comprehensive? “It was like
drinking from a fire hose,” she says.
She quickly learned that Office Depot’s
familiar storefronts are merely a fraction
of the company’s enterprise. The retail
stores make up a third of its business.
The rest is business-to-business and
e-commerce, including catalog and online
sales. Contract business—supplying school
systems, universities and corporations such
as Microsoft—accounts for another third.
Then there’s direct sourcing. Office Depot
contracts with factories in Asia to produce its
own line of products, everything from pens
and paper to scanners and office equipment.
Altogether, the company operates in 60
countries, with about 38,000 employees and
approximate sales last year of $11 billion.
“It was a big step,” she says. “I didn’t
even know how complex it was when I
came to work here.”
Garcia C. oversees a team of 23
attorneys, including lawyers in the
Netherlands and the United Kingdom, as
well as the corporate compliance officer,
who reports to her on internal audit, loss
prevention, risk management, compliance,
and social compliance.
“Elisa is more than just a lawyer or
general counsel,” says Neil Austrian, Office
Depot’s chairman and CEO. “She has
extraordinary common sense, an ability
to see every side of an argument and an
ability to think out of the box.”
One change she has brought to the
company is the adoption of fixed-fee and
alternative-fee agreements with outside
counsel. It’s a form of business sweeping
through the legal industry, and Garcia C. is
one of its prime advocates.
“I believe the billable hour makes
no sense,” she says. “Would you pay
somebody to build a house by the hour?
I’m paying for an outcome. I’m not paying
for the time it takes you to get to that.
That’s ridiculous. Because if you’re not very
good, it could take you a very long time to
get an outcome.”
Office Depot now does 60 to 75
percent of its outside legal work on
a fixed- or alternative-fee basis. That
includes its securities counsel and patent
troll cases. “We do one fixed fee for
all of our single plaintiff employment
litigation. No matter how many cases we
have a year. We have one fixed fee for all
of our class actions, no matter how many
we have a year. So if we have none, the
law firm gets a lot of money. If we have a
lot, we do better. It’s a risk-sharing kind
of arrangement.”
The result: “We’ve cut our costs by 30
percent.”
Naturally, there has been some
resistance from larger law firms. But that’s
changing, she says.
“I’m not looking for folks not to make
money,” she says. “I want the law firms to
make a ton of money. But I want them to
do their work more efficiently and to train
lawyers better.”
She also demands a dedication to
diversity.
“I have never worked with a general
counsel who demanded diversity on
the outside counsel team. And that’s
impressive,” says Darlene Quashie Henry,
senior managing counsel, corporate and
securities at Office Depot. “There’s nothing
cookie-cutter about what we do. And the
fact that she demands that people of color,
people of various walks of life, have an
opportunity. That speaks volumes.”
Giving back has always been one of
Garcia C.’s passions. In her first associate
job, she would take long lunch hours so
she could go and do recordings for the
blind. Then she got Philip Morris involved
in Practicing Attorneys for Law Students
(PALS). That’s where she met Henry,
when Henry was a first-year law student
at Pace University. Over the years, Garcia
C. continued to mentor her. Almost two
decades later, Henry now works in Garcia
C.’s legal department.
“No matter how busy she is, if you
reach out to her for help, she will be
there to help you and provide her
guidance and her thoughts on what you
should do,” says Henry.
Ahead of Garcia C. is what she calls
“probably the biggest legal matter of
my career.”
That’s the proposed merger with
OfficeMax. The Federal Trade Commission
blocked the merger of Office Depot and
Staples in 1997, deeming it potentially
anticompetitive.
“Here we are in 2013 merging number
two and three in the business, and we’re
going to get the FTC to understand that
the world has changed,” she says. “The
competition is no longer office supply
superstores. Our competition is throughout
the Web, as well as Wal-Mart and Costco,
Target and Amazon.”
It’s a gargantuan merger in the office
supply world. Garcia C. seems, typically,
undaunted.
“We’re hoping we’ll close the deal by the
end of the year.”
