Leslie Thornton, senior vice president, general counsel and corporate secretary, WGL Holdings, Inc. and Washington Gas (Photo: Diego M. Radzinschi/ALM)

WINNER: Overall Excellence, Diversity and Outside Counsel Management

This year was a Rewarding and challenging one for Washington Gas and for Leslie Thornton, general counsel of Washington Gas and its parent company, WGL Holdings Inc. The company handled a $6.4 billion merger, defense of an EEOC employment suit and braced for a crucial decision by the National Transportation Safety Board.

With a staff of 18 attorneys—five have more than 30 years of experience each—and 10 legal support staff, Washington Gas handles about 80 percent of its legal work in-house, Thornton said.

This year, the team was focused on WGL Holdings' $6.4 billion merger with Canadian energy infrastructure provider AltaGas.

From the time the merger was announced on Jan. 25, 2017, until its closing July 6, the legal team negotiated the actual merger agreement, led discovery in three jurisdictions, supported internal and external communications and achieved regulatory approvals.

“We do most of our work in-house. At the same time, there are things you need help and support on. With AltaGas, I reached out to our merger counsel, Kirkland Ellis, which is known for being involved in utility mergers.”

She continued: “In addition to my regulatory and litigation attorneys, I have a number of subject matter experts to which I delegate and give a good deal of autonomy to for contracts and business transaction, executive compensation and benefits, employment and labor law … and more.”

In addition, Washington Gas attorneys successfully defended a Title VII wrongful termination action in the U.S. District Court for the Eastern District of Virginia, Quaye v. Washington Gas Light Co., with in-house counsel handling all phases of the case, including discovery, depositions, pretrial summary judgment briefings and summary judgment argument in court. The court granted Washington Gas' motion for summary judgment on  Nov. 17.

“For us, this was a good example of our ability to do things in-house, while being consistent with our ethical values,” Thornton explained. “We try to support our employees, but when issues like safety and ethics come into play, we have to defend our values on behalf of the community and our customers.”

The legal department is also working with outside counsel at Covington & Burling to defend 40 lawsuits arising from a 2016 apartment complex explosion and fire in Silver Spring, Md., involving seven fatalities.

Asked about his experience of working with Thornton, Covington partner and former U.S. Attorney General Eric Holder said, “In a heavily regulated industry, the Washington Gas litigation department brings tremendous subject matter expertise to all aspects of natural gas litigation.

Under Leslie Thornton's leadership, the Washington Gas team litigates many of their matters on their own directly without outside counsel. As a result of this direct, hands-on experience, Leslie's team has developed excellent, practical litigation instincts and skills not typically seen with some in-house teams who only monitor outside counsel.”

The National Transportation Safety Board is investigating the Silver Spring incident, and lawsuits are stayed pending the conclusion of the board's investigation and findings.

“NTSB has jurisdiction over pipeline matters when they involve fatalities,” Thornton explained. “They have been investigating but have not issued their report yet, and we are cooperating with them fully. The litigation is on hold until NTSB issues their report.”

Diversity

Over the past year, Washington Gas' Office of General Counsel has added three diverse attorneys, which represents an 18 percent increase in diversity in the legal department. With the new hires, Washington Gas legal team is 33 percent minority and 44.4 percent female.

Seven of the eight female attorneys hold senior level roles within the department. For Thornton, the honors have been many. She was named a 2017 Legends in Law by the Burton Awards for Legal Achievement in May of 2017 and was given the University of the District of Columbia Law Recognition Award, presented by Holder. In June of 2017, Thornton was recognized as one of Black Enterprises' 300 Most Powerful Executives in Corporate America.

Washington Gas also is a signatory to the Association of Corporate Counsel's Diversity Call to Action. The legal team is 67 percent African-American, 16 percent Asian-American and 17 percent two or more races.

Washington Gas attorneys are encouraged to request that outside counsel case teams include diverse attorneys and that those attorneys are given substantive work and client interaction. By hiring diverse outside counsel, the legal department is also supporting Washington Gas' supplier diversity initiative.

“My career cuts across these lines, and I've spent much of my time with a bunch of guys that don't look like me. I think now we are experiencing the upside of more diversity,” Thornton said. “You get different thoughts and different perspectives, and studies show diverse boards and executive groups do a better job, and performance is improved when there is diversity. My philosophy is to support diversity to every extent possible, in hiring and how I hire outside counsel, and every law firm I work with will tell you I'm very vocal about that.”

Outside Counsel Management

Washington Gas' work with outside counsel is driven by three initiatives: a commitment to diversity in the legal profession, a partnership model for working with outside counsel and an obligation to seek alternative fee arrangements.

Beyond subject matter expertise, Thornton says her choice of outside counsel is influenced by “whether it's a fit, the recognition of who we are, and how we work to be good corporate citizens—we pay our dues. So, we look to see whether outside counsel can work within the way we operate.”

Washington Gas' legal team uses a “partnership model” in working with outside counsel and always serve as the lead counsel in the company's legal business.

The company says this structure is indicative of its appreciation of its in-house expertise. Washington Gas' regulatory attorneys, for example, have a combined 125 years of experience. The partnership model also allows the legal staff to educate outside counsel about its culture and ensure that the strategies of outside counsel align with the company's business goals. Thornton said some of her guidance on outside counsel fees is dictated by Washington Gas' business. “That's one of the things that's endemic to us. As a regulated utility, we're not able to have unlimited hourly fees, so I will always negotiate some other arrangement.”

Thornton said the companies regulators are “very interested in how much we're spending, billable rates, and ask us to do comparisons with how much it costs to do the job in-house.” She said she's had good success with alternative fee arrangements, such as “blended rates or one rate for some types of work and another rate for other work.” Thornton said she believes “firms will be more competitive if they think they have to compete with other firms for the work.”

Company name: WGL Holdings Inc. (parent company of Washington Gas)

Headquarters: Washington, D.C..

Industry: Energy (natural gas, renewable energy)

No. of lawyers in the D.C. area: 18 attorneys

No. of lawyers in the U.S.: 18 attorneys

No. of lawyers worldwide: 0

General counsel: Leslie T. Thornton is senior vice president, general counsel and corporate secretary, WGL Holdings Inc. and Washington Gas

Leslie Thornton's Rules of Success:

1) No. 1 rule—Live your highest values. Always.

2) Support, develop and engage your attorneys and staff—not periodically but every day and in big and small ways. Be nice!

3) In addition to your responsibility to protect your organization, for true success you must be a true partner with the business. There's almost always a way.

4) My personal mantra is: Rise somebody up.