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Outsourcing 2010: Structuring, Negotiation and Governance


Speaker(s): Atul Vashistha, Brad L. Peterson, David Perla, David Rutchik, George Kimball, Hays T. Haney, John F. Delaney, Joshua B. Konvisser, Kathleen M. Morrisroe, Larry Bortstein, Laurie S. Hane, Marc Stark, Michael Monaghan, Michael J. Brito, Michael J. Cammarota, Michael S. Mensik, Nigel L. Howard, Rebecca S. Eisner, Stephen D. Nordahl, William A. Tanenbaum
Recorded on: Nov. 1, 2010
PLI Program #: 25884

David Perla is a Managing Director responsible for overseeing Burford’s global origination and marketing efforts and is based in New York. An entrepreneur and legal industry leader with expertise in building high-growth legal and technology-driven businesses, he was named a Top 50 Innovator of the Last 50 Years by The American Lawyer.

Prior to joining Burford, Mr. Perla served as President of Bloomberg BNA Legal Division/Bloomberg Law, where he oversaw Bloomberg BNA’s legal and related products, including its flagship Bloomberg Law enterprise legal news, information and tools platform. Previously, Mr. Perla co-founded and was Co-CEO and a director of Pangea3, the top-ranked global legal process outsourcing provider. Pangea3 was acquired by Thomson Reuters in 2010 and grew to over 1,000 employees globally under Mr. Perla’s leadership. Before launching Pangea3, he was Vice President of Business & Legal Affairs for Monster.com. Mr. Perla began his career in the New York office of Katten Muchin Rosenman LLP.

Mr. Perla received his BA and JD from the University of Pennsylvania.


Atul Vashistha

Primary Areas of Practice: Sourcing consulting, supply risk monitoring solutions and supply management

Law School / Graduate School: Arizona State University

Work History:
Neo Advisory, Chairman, 2000 - To date
Neo Group, Chairman, 2007 - To date

Professional Memberships:
IAOP, Board Member
YPO, Norcal Board Member

Consulting Magazine named Atul as one of the "Top 25 Most Influential Consultants" in 2006 and "Top 6 IT Powerbrokers" in 2004.  HRO Today named Atul as a HR Outsourcing Superstar five years in a row from 2004 through 2010.  FAO Today named him a Superstar from 2007 through 2009.  Near Shore Americas recognized him as one of the Power 50 in 2010.  Arizona State University honored him as a "Distinguished Alumni". IAOP in 2009 named Neo Advisory as one of the Top Sourcing Advisors.

Atul is a leading proponent and practitioner of globalization and futurizing enterprises.  He co-founded Neo Advisory (Formerly neoIT) in 1999 with the mission of helping enterprises grow their business and improve operations by capitalizing on outsourcing and globalization. Neo Advisory also advises government and trade bodies on how to be better destinations for outsourcing.  In 2007, Atul founded Neo Group to help enterprises manage and monitor supply relationships, risks and governance. Best Outsourcing Jobs was founded in July 2009 as a global online outsourcing focused employment solution. All these firms collaborate under his umbrella brand, Globalization Wisdom Group.

Media and Wall Street analysts such as CNN, ABC, CNBC, HRO World, Merrill Lynch, Goldman Sachs, Fortune, Forbes, Business Week, Wall Street Journal, Investors Business Daily, Economist, CIO, CFO and other global organizations value Atul's opinions. Atul continues to be a vocal proponent of globalization and has taken on the critics, such as Lou Dobbs and his "Exporting America" segment on CNN.  He has co-authored a book published by McGraw Hill in January 2006 on services globalization titled, "The Offshore Nation" which focuses on the services globalization mega-trend and its economic and human impact on nations and firms. His new book, Globalization Wisdom: The 7 Secrets of Great Globalizers and Outsourcing Wisdom: The 7 Secrets of Successful Sourcing, were published in 2009. Atul also writes an ongoing column for HRO Today, Globalization Today, FAO Today and Outsourcing Malaysia. He is also a frequent contributor to other magazines such as CIO, Fortune, Global Services and Business Finance.

He serves on the Boards of IAOP, IDEA, Shared Assessment (BITS), Center for Services Leadership at Arizona State University, Defense Business Board, Quickstart Global, YPO Norcal and Live Ops Marketplace. He is also active with the global non-profit network of entrepreneurs, TiE, Silicon Valley where he is a Charter Member and Chair of the "Cross Border Services CxO Forum". Atul is also a member and board member of the Northern California chapter of Young President's Organization (YPO) and a mentor to the Stanford University's Reuters Digital Vision Fellow Program. Atul also supports numerous economic development, human development and corporate social responsible initiatives such as Echoing Green, World Education Foundation and local schools.

Prior to founding Neo Advisory, Atul was Senior Vice President of International at Cardinal Health (NYSE: CAH) where he led the international operations of the Fortune 25 Company. Atul and his seasoned team at Cardinal expanded profitable operations to Australia, New Zealand, Spain, UK, Singapore, Brazil, Mexico, Japan and other global locations. More importantly, his in-depth international experience earned him the admiration and respect of global CEOs, business leaders and government officials.

Atul and his firms are redefining how nations create competitive advantage in global services and how firms and individuals can leverage this mega-trend to build better futures for all. 


David Rutchik


Primary Areas of Practice
:

Mr. Rutchik specializes in negotiating complex, commercial transactions in areas such as technology and telecom sourcing, contract manufacturing, logistics outsourcing, information technology outsourcing, and business process outsourcing. As a former attorney, Rutchik has enabled the firm to provide clients a better understanding of the practical implications of the legal contracts it helps to negotiate. He has represented both suppliers and customers in numerous deals cumulatively worth several billion dollars, including transactions involving all major industry players including: IBM, HP, CSC, Wipro, Infosys, TCS, Oracle, SAP, AT&T, Accenture, Cognizant and many others. His management experience includes full P&L, Operations, Corporate Development, M&A, Sales & Marketing, Product Development, Program Management, and Legal.

Law School / Graduate School:

JD, Vanderbilt University School of Law (also served as Associate Editor of the Vanderbilt Law Review)


Work History
:

David Rutchik has over 15 years of management experience in the global outsourcing, technology and consulting industries. Prior to joining Pace Harmon, he served as President of the Internet Data Center and Outsourcing division of an international outsourcing and networking provider backed by Goldman, Sachs & Co., as well as Vice President of Commercial Operations for an industry leading telecom and technology provider. Earlier in his career, he also served as an attorney and consultant in the outsourcing practice of Shaw Pittman (now Pillsbury, Winthrop, Shaw Pittman).


Hays T. Haney
Associate General Counsel 
Capgemini North America, Inc.

Primary Areas of Practice: In her practice, Hays focuses on structuring, negotiating, and drafting complex global business process, and information technology outsourcing transactions in the U.S., Latin America and Europe. During her twelve years with ACS, Hays has completed transactions in the insurance, financial, medical, pharmaceutical, industrial/manufacturing, telecommunications, and travel industries among others.

Law School / Graduate School: University of Mississippi

Work History: Affiliated Computer Services, Inc. (1998 to present)

Professional Memberships:
American Bar Association
State Bar of Texas
Dallas Bar Association
Association of Corporate Counsel


Joshua B. Konvisser

Primary Areas of Practice: Global Sourcing; Technology; Data Privacy; e-Discovery

Law School / Graduate School: JD, Harvard; MS (Computer Science), University of Texas

Work History: Currently lecturing at Columbia University School of Continuing Education in Technology and Law (in addition to law partnership)

Professional Memberships: Admitted in NY, DC, and MA


Kathleen Morrisroe
Associate General Counsel

Primary Areas of Practice: Contracts (outsourcing and consulting), IP, privacy 


Law School
: Southern Methodist University School of Law, 1991
 

Work History:   

  • BRC Holdings, Inc.
  • Affiliated Computer Services, Inc.
  • Capgemini North America, Inc.


Professional Memberships
: Member of the State Bar of Texas
 


Larry Bortstein founded the law firm of Bortstein Legal Group in 2008.  BLG is focused on supporting the business operations of its clients, with an emphasis on negotiating vendor contracts relating to technology, outsourcing, market data, general procurement and corporate real estate. 

Prior to founding BLG, Larry was the Global Head of Technology Law at Lehman Brothers. Few attorneys have more experience in crafting and implementing practical solutions for clients relating to information technology, intellectual property licensing and other commercial transactions that impact daily business operations.

Larry has negotiated hundreds of customer-side IT, IP licensing and outsourcing transactions, ranging from complex IT development, software-as-a-service, and IT and business process outsourcing transactions, to routine software license, professional services, IT re-seller, hardware purchase and maintenance, and market data transactions.

Larry has been the lead negotiator on numerous vendor-side IT, IP licensing and outsourcing transactions. From his experience in-house and as outside counsel, Larry has a unique understanding of the marketplace and the issues that matter the most to business teams and their advisors.


Global Platform

Negotiated numerous IT and business process outsourcing arrangements with vendors located in India and The People's Republic of China

Negotiated numerous transactions to support users located in EMEA


Work-Outs & Restructurings

Resolved numerous problematic vendor relationships

Restructured/unwound complex outsourcing and software-as-a-service arrangements

Led IT and vendor-related aspects of corporate acquisitions, spin-offs and restructurings, including vendor contract reviews, including transition services


Procurement Re-Engineering

Developed and implemented improved procurement contracting processes, tailored to the North American, Asian and Indian regions, to drive efficiency for small legal teams in each region

Implemented Risk-Based Contracting Model enabling non-attorney contract professionals and junior attorneys to handle routine elements of the contracting process, allowing senior attorneys to focus on high-value, high-risk issues and transactions

Streamlined Non-Disclosure Agreement (NDA) Process to efficiently handle high routine volume NDA requests from disparate regions and business lines


Free & Open Source Software


Developed and implemented an end-to-end OSS risk management process

Addressed numerous OSS issues relating to vendor arrangements


Information Security & Privacy

Partnered with IT Security and Privacy Officers to develop and implement privacy and information security standards

Implemented data protection annexes to vendor agreements to address data handling and security risks


Selected Professional Activities

Former Member, Securities Industry and Financial Markets Association (SIFMA) Technology & Regulation Committee

Former Co-Chair, SIFMA Technology & Regulation Committee Working Group on Open Source Software

Among the lead participants for the financial services industry to shape the General Public License Version 3

Former Member, SIFMA Technology & Regulation Committee subcommittees on Outsourcing and Market Data

Speaker at numerous events on outsourcing in the financial services industry

Speaker at numerous events on the topic of how to use technology and re-engineered work flows to improve efficiency in providing in-house legal support


Employment History
Bortstein Legal Group 2008 - present
Lehman Brothers 2005 - 2008
American Express 2000 - 2005
Willkie Farr & Gallagher 1994 - 2000


Laurie S. Hane is a partner in the San Francisco office of Morrison & Foerster.  She is Co-Chair of the firm's Technology Transactions Group. She represents a wide variety of clients in business transactions involving intellectual property and technology, including sourcing transactions, license and development agreements, joint ventures, acquisitions, supply and distribution agreements, and marketing and alliance agreements. Ms. Hane has been particularly active on transactional and counseling matters relating to computers, software, semiconductors, electronic commerce, telecommunications, and other advanced information technology.

Prior to joining the Business Department, Ms. Hane was a partner in the firm's litigation department where she practiced commercial litigation with an emphasis on intellectual property law, including patent, trade secret, copyright and trademark law.  Her litigation matters included software, semiconductors, medical devices, and biotechnology. 

Ms. Hane received her B.A. degree in 1981 from Knox College, graduating Phi Beta Kappa and summa cum laude. She received her J.D. degree from Northwestern University with honors in 1984, where she was an Articles Editor of the Northwestern University Law Review.  Following graduation from law school, she served as a law clerk to the Honorable Robert F. Peckham, then Chief Judge for the United States District Court of the Northern District of California.  She joined Morrison & Foerster in 1985 and became a partner of the firm in 1991. Ms. Hane served as firmwide Managing Partner for Operations from 2002 to 2005. 


Marc Stark
 

  • Marc Stark is a Project Director at EquaTerra.  He has extensive domestic and international work experience. 
  • Prior to joining EquaTerra, he was a member of the Strategic Sourcing Group at JPMorganChase with an emphasis on strategic negotiations and Supplier Management vis-à-vis outsourcing relationships and in-sourcing transactions. 
  • He was primarily responsible for the Contract Management of the JPMorganChase IT relationship with IBM and the corresponding in-source of that relationship.
  • Marc has more than 20 years of broad-based financial analysis, strategic planning and legal experience and has done extensive work in the IT/HRO/BPO/KPO sourcing space, long-range planning, risk analysis, pricing, business plan development and analysis, merger and acquisition analysis, financial and legal due diligence, negotiations, and proposal development.
  • His industry expertise includes consulting, financial services, public sector, consumer products and pharmaceuticals. 
  • Additional work experience includes the following: Senior Advisor at TPI, Vice President Finance and Operations-CFO/COO at Plan Data Management, Computer Sciences Corporation, and the Merger and Acquisition group at Deloitte Touche. 
  • Representative clients include the following: ADS, AIG, American Red Cross, Avon, AstraZeneca, Bank of America, Chevron Texaco, Cigna, ETS, GlaxoSmithKline, Goldman Sachs, Heineken, International Paper, Invensys, JPMorgan, JPMorgan Chase, Oi, Pearson, Pfizer, Prudential, Republic Bank, Royal Sun Alliance, Tyco, and Unilever.
  • Marc is admitted to the Bar in New York and New Jersey but does not provide legal advice in his current role at EquaTerra. 


Michael Brito has a broad range of experience representing clients in a wide variety of technology transactions.

Practice & Background

Mr. Brito has significant experience in structuring, negotiating and drafting various types of agreements for complex technology transactions in the U.S., Europe, Latin America and Asia Pacific, including global information technology and business process outsourcing agreements, customer care/call center agreements, domestic and international distribution agreements, software development agreements, supply chain management agreements, licensing and marketing agreements, joint ventures, strategic alliances and teaming relationships. He has also been actively involved in various e-commerce transactions and enterprise-wide software licensing agreements, e.g., ERP systems.

Mr. Brito is a member of the State Bar of Texas, the Dallas Bar Association, the Texas Bar Foundation and the Dallas Bar Foundation.

Mr. Brito has been recognized by the following:

  • Nationally recognized leader in the field of outsourcing by Chambers USA in 2006 - 2012
  • Recognized in Chambers Global as a leader in the field of outsourcing in 2009 - 2012
  • 2012 International Law Office (ILO) Client Choice Award for Information Technology
  • Recommended nationally in outsourcing by PLC Which Lawyer? Yearbook and 2008 and 2009
  • Recommended in The U.S. Legal 500 for technology/outsourcing in 2010 and 2011.

Education
  • J.D. Stanford Law School, 1987
  • B.A. Georgetown University, 1984


Nigel Howard is a partner in the firm's Technology Transactions, Global Privacy and Security, Venture Capital and Emerging Companies practices. Mr. Howard's practice focuses on technology, outsourcing, data, and intellectual property law. He represents clients in complex technology transactions, including outsourcing, licensing, corporate partnering, and strategic alliance transactions. Mr. Howard's experience also includes representing both domestic and international clients in global strategies for sourcing, data asset management, data exchanges and licenses, e-commerce and merchandising solutions, online advertising services, and cloud computing services. He has extensive experience representing clients of all sizes (from Fortune 50 to start-ups) in intellectual property and data purchases and sales, and in reviews of IP and data assets.  He was one of the developers of Covington's "Big Data Assessment" process. He has industry experience in the airline, travel, and logistics industries, as well as the life sciences, healthcare, and financial services industries.

Industries

Transportation 
 

Education


University of London, LL.M., 1991, Intellectual Property Law 
  pass with merit
Lancaster University, England, LL.B., 1987, with honors 
 Veronica Cowan prize for law
 

Bar Admissions

New York 


Brad Peterson is a co-chair of PLI’s outsourcing program in Chicago and leads the Technology Transactions practice at Mayer Brown.  His practice focuses on outsourcing, data, digital services, and software transactions.

Brad has been ranked as a Band 1 individual for several years in both Chambers Global (Global – US Outsourcing category) and Chambers USA (Illinois Technology and the National Outsourcing categories) (“the gold standard of legal advisers on IT outsourcing and contracts”).  Best Lawyers named Brad as the Information Technology Law "Lawyer of the Year" for Chicago" for 2017.   Legal 500 has for several years named Brad as a Leading Lawyer ("singled out for praise“).

Brad earned an MBA from the University of Chicago Graduate School of Business and a JD from Harvard Law School. Prior to law school, he worked for years as a computer programmer and an IBM Marketing Representative.


George Kimball is a member of the outsourcing and technology practice at Wiggin and Dana LLP.

Before joining his present firm, he was an Associate General Counsel at HP, where his responsibilities included negotiation of major outsourcing engagements; teaching, training and practice tools for HP lawyers, sales executives and account executives; and legal support for cloud and security businesses.

Earlier in his career, he spent more than 30 years in private practice in California, including partnerships at Latham & Watkins, Arnold & Porter, Baker & McKenzie and a Los Angeles technology boutique, Kimball & Weiner LLP.

Since the early 1990s, he has advised clients concerning contracts to outsource information technology and business processes in a wide range of industries. He is author of Outsourcing Agreements: A Practical Guide (Oxford 2010). He has been ranked as a leading outsourcing lawyer by Chambers Global, Chambers USA and Legal 500.

A native of Southern California and resident of Ann Arbor, Michigan, George is a graduate of UCLA, University College London and the University of Michigan Law School, where he teaches as an adjunct lecturer. He is a member of the Bar in California, Michigan and New York and has been admitted to practice before the US Supreme Court.


Rebecca Eisner is a member of the Global Management Committee for the firm and previously served as a member of the Global Partnership Board and as Partner-in-Charge of the Chicago office.  She has over 25 years of experience representing clients in hundreds of matters in three main areas: outsourcing, emerging technologies, and data privacy and security.

In outsourcing, Rebecca has represented clients in many industries in complex global technology and business process outsourcing transactions of all types. She also has experience with re-structuring and re-negotiating outsourcing transactions, in-sourcing, managing acquisitions and divestitures in outsourcing transactions, and termination of outsourcing arrangements, and other strategic sourcing relationships. In emerging technologies, Rebecca has advised clients negotiating with emerging technology providers on private and public cloud SaaS, PaaS and IaaS agreements and on appropriate regulatory, risk management, privacy, data protection, data use and analytics and licensing terms for cloud contracts. She has also represented clients in data acquisition and data analytics agreements. In traditional technology transactions, Rebecca has extensive experience in software development, robotic process automation and artificial intelligence agreements, database licensing and use agreements, ERP implementations, systems integrations, hosting and data center agreements and hardware acquisition and maintenance agreements. In security and data privacy, Rebecca regularly advises clients in global data transfers and privacy issues, privacy assessments, privacy compliance, and appropriate security and privacy measures in supply chain and third party contracting. She also advises on e-commerce issues, such as electronic contracting and signatures, and web site design and review. Rebecca is recognized as one of the leading lawyers in the outsourcing field by Chambers Global (“1” ranking in Outsourcing), Chambers USA (“1” ranking in “Nationwide: Outsourcing” and “Illinois: Technology & IT Outsourcing”) and Legal 500 (recognized in “Technology Outsourcing”). Best Lawyers named Rebecca as its Chicago Technology Lawyer of the Year for 2015. Profiles in Diversity Journal have named her a “Woman Worth Watching”.


John Delaney advises clients ranging from startups to FORTUNE 500 companies on licensing, intellectual property and technology-related matters. John’s experience includes negotiating complex IT and business process outsourcing contracts and service level agreements, joint ventures, software and content development agreements and licenses and similar transactions. John routinely advises clients on matters relating to social media, mobile apps, cloud computing, AI, big data analytics, smart contracts, blockchain and other emerging technologies. 

John also assists clients in identifying online liability issues and developing risk-reduction strategies, including in connection with data scraping, online marketing campaigns, user-generated content, voice platforms and interactive products and services.   

In the media space, John has extensive experience with the licensing of music, TV, film and other content for transmitting, streaming or downloading through traditional distribution channels and online platforms. 

In the social media space, John is highly knowledgeable of the rapidly evolving law of social media, social influencers and interactive marketing. He drafts and helps implement social media policies and guidelines, advises on compliance with the Digital Millennium Copyright Act (DMCA) and Communications Decency Act (CDA) safe harbors, and assists with online tracking and issues in connection with corporate blogs, third-party social media platforms and mobile applications.

John is a frequent author, blogger and lecturer on technology and intellectual property law developments.


Mike supervises a team of lawyers that facilitate ease of doing business in deal shaping and negotiations with clients in North America. Responsibilities include supervising and occasionally participating in the drafting and negotiating of technology and business process licensing, outsourcing, reseller, confidentiality and numerous other types of agreements with commercial and public-sector entities; antitrust analysis; dealing with issues pertaining to employment and contract law, intellectual property, general corporate, mergers and acquisition, and tax; supervising outside counsel on contracting matters.  Mike is also the legal department’s lead for legal community in North America.

Prior to joining Accenture in 2005, Mike held various positions in IBM’s legal department.  His responsibilities included antitrust analysis, contract drafting and negotiation of all types of customer and supplier contracts, dealing with issues pertaining to employment law, intellectual property, general corporate, mergers and acquisition and tax and supervising outside counsel on litigation.

Mike received a BA from St. John’s University in 1982 and graduated from St. John’s University School of Law in 1985, where he was a St. Thomas More Scholar and a published member and editor of the Law Review. 

Mike has volunteered with various charitable groups, including the Maryknoll Lay Missioners (http://www.mklm.org/) in Bolivia, Bangladesh, El Salvador, and Nepal, and Mike serves on the Board of Directors of MKLM. Mike is also on the Board of Directors of Search for Change, (http://www.searchforchange.org/), a nonprofit organization that has been a pioneer in the mental health community for more than 35 years with a reputation for providing quality rehabilitative services to individuals with mental illness. Mike is also an elected official who sits on the Board of Finance for the town of New Fairfield CT.


William A. Tanenbaum is ranked in top tiers by Chambers: America’s Leading Lawyers for Business and in its Global Edition, Who's Who Legal, and Best Lawyers in America in technology, outsourcing, IP, AI and Data Law and recognized for his strength in healthcare technology.  He works closely with clients to bring actionable, industry-informed solutions to their business needs.

Bill has “expertise in technology transactions that puts him at the very top of the market” (Who's Who Legal) and "his technology approach and understanding of healthcare - his domain expertise - is a winning combination.” (Chambers)  According to Chambers, Bill “brings extremely high integrity, a deep intellect, fearlessness and a practical, real-world mindset to every problem.”  Bill is recognized as one of the “leading names” in AI and as a “go-to expert [on] data.” (Who's Who Legal/Global Data Review)  He was named as the “Lawyer of the Year” in IT in New York in 2013 by US News & World Report and one of the Top 30 IT lawyers in the U.S. (Best of the Best/Expert Legal Guide), and as one of the “IAM Strategy 300 - The World's Leading IP Strategists,” as an “IP Star” and as a “Life Sciences Star.” (Managing IP; LMG Life Sciences) Bill was President of the International Technology Association and is the Contributing Editor of the International Comparative Legal Guide to Digital Health 2020

Chambers also finds that Bill has a “solid national reputation,” “is a “prominent figure in technology and outsourcing,” “provides savvy representation,” and “uses his expertise to help [clients] successfully navigate negotiations.”  Bill also “has strong litigation experience” with patent victories in the Court of Appeals for the Federal Circuit (Who's Who Legal).  He was appointed by peer review to the “List of the World’s Leading Neutrals [Arbitrators]” and is Board Member of the Silicon Valley Arbitration and Mediation Center.  He is also a past Vice President of the Society for Information Management, an  industry CIO association (New York Chapter). 

Prior to joining Moses & Singer, Bill was the Chair of IP and Technology Transactions at a Wall Street firm, a partner in an international IP firm, and the Practice Co-Chair of Healthcare Technology Transactions at an Am Law 100 firm. 

 

 


Michael Mensik is a partner with Baker & McKenzie LLP and a founding member of the firm’s Global Information Technology/Communications Law practice. Ranked as a leading Technology and Outsourcing attorney by Chambers, Mr. Mensik is described as “an expert in a variety of topics and knows the best person in every office around the world for your situation.” In 2009, he was inducted into the International Association of Outsourcing Professionals’ “Outsourcing Hall of Fame.”

Mr. Mensik was born in Buenos Aires, Argentina, and resided in Rio de Janeiro, Brazil, until 1964. He attended Stanford University (B.A., Economics, with distinction, 1976) and the University of California at Berkeley, Boalt Hall (J.D. and M.A., Economics, 1980). While a student, Mr. Mensik attended Pontificia Universidad Católica del Per? in Lima, Peru. He spent several years working at the firm's Madrid office in the 1980's. He is admitted to practice law in Illinois.