The Yes Department

Emily D. Dickinson is on a mission. The PetSmart Inc. general counsel wants her in-house attorneys to be more than just outlets for legal advice. She wants them to be leaders. 

“These are smart people,” says Dickinson, who also serves as a senior vice president and secretary at the Phoenix-based company. “They can be strategic. They can solve problems. They just need permission to do so. And the businesspeople need to understand that they can help.”

The 51-year-old executive says that begins with her efforts to create a legal department that’s known for making things happen. 

“We need to be the ‘yes’ department,” says Dickinson. “The question is, what do you want to do and how can I help you do this—not that you can’t do this. 

“And it’s an opportunity for lawyers to view themselves as something other than just being lawyers. They are so much more than that—or can be. That’s where we need to get to.”

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While both of her parents were educators, Dickinson decided early on to pursue a different career. A good student and a quick study, she went to an all-girls school in the early 1970s and credits that experience with freeing her from the distractions of the day and helping build self-confidence. It was also there that she decided on a career. 

“I really love animals and thought that I might want to be a veterinarian,” she recalls. “But my first observation of an operation as a teenager put me squarely on the floor, and I decided that perhaps pursuing a veterinary career might not be in my best interests.” 

Her interests turned to the legal field and, while a junior at Bowdoin College in Brunswick, Maine, Dickinson got an internship with the U.S. Department of Justice in Washington, D.C. She spent a semester working with murder witnesses and on drug cases. She loved it. At the same time, her experience made her think twice about pursuing criminal law.

“I don’t think I could put forth a good defense if I didn’t believe in my client,” says Dickinson. “I would have a hard time believing in someone who I thought was guilty, and I would have a hard time prosecuting someone who [I thought] was innocent.”

The experience did not deter her from law in general, however, and, while waiting for law school to start, she continued building her legal portfolio by working on federal utility issues as a paralegal for Grove, Jaskiewicz, Gilliam & Cobert in Washington, D.C. She attended Boston University School of Law, excelling in appellate mock court, and interned at a law firm that focused on divorce law, a practice area that would be scratched from her wish list, too. “I was young and unmarried, and found it all soap opera-ish,” she says. “There are no winners in divorce, no happy endings.”

Fresh out of law school, Dickinson got a job at a 20-person commercial law firm in Boston, but badly wanted to return to Maine. So she first joined Maine’s largest law firm, Pierce, Atwood, Scribner, Allen, Smith & Lancaster, where she learned the basics of real estate and labor and employment law as an associate. After a year, she moved to Amerling & Burns in Maine, where she spent six years representing big-time insurance companies such as Liberty Mutual Insurance Co., Nationwide Mutual Insurance Co., Aetna Inc., and The Hartford Financial Services Group Inc. 

From insurance law, Dickinson went headfirst into transactional work during the economic slump of the 1980s. Developers were going belly-up. Commercial projects were failing. And workout plans between developers and the banks required a sharp mind to negotiate them. For Dickinson, this was a welcomed challenge.

“I think I would be horribly bored if I was doing the same thing for my entire career or for any significant time,” Dickinson says. “The opportunity to learn something new is just enjoyable for me.” 

She never thought of leaving private practice until she got a call in 1991 from a college friend asking if she knew someone for an opening in the legal department at Hannaford Bros. Co. in Scarborough, Maine. She was soon sold on the job.

A self-described foodie, Dickinson says the Fortune 500 supermarket company was the perfect fit. Hannaford, which now operates in New England and New York, allowed her to make use of her broad experience in law. She worked on employment and labor law issues. Mini-mergers and acquisitions. Marketing and advertising legal issues. Government compliance. Government affairs. Even negotiation of contracts for energy use.

Hugh Farrington, Hannaford’s former president and chief executive, says Dickinson made a positive impact on the company early on with her firm grasp of the business and ease in dealing with its retail employees. “She clearly was not the typical corporate lawyer,” says Farrington. “She had the ability to relate to all levels of people. She has a quick mind and was someone who understood all aspects of the business.”

Dickinson was prepared when Hannaford was acquired by the Brussels-based food retailer Delhaize Group. Having helped Hannaford with legal dealings in acquiring Wilson’s Supermarkets as the company pushed into the Southeast, and Victory Super Markets in Massachusetts, Dickinson had worked her way up to general counsel. She finalized details for the $10 billion merger with Delhaize and set up its M&A process abroad, including in Belgium, Romania and Greece. 

Farrington, who still sits on the company’s board, says Dickinson’s experience on a wide range of issues was key in her rise to more responsibility. For example, she initially spent about a week each month in Belgium to manage the parent company’s corporate legal department when she became vice president of legal affairs for Delhaize in 2006. 

“She always tried to add value and look out for the best interests of the company,” he says. “Her attitude was, ‘This is what we want to do and this is how we go about getting it done.’“

In 2009, Dickinson moved from Delhaize to PetSmart, joining the nation’s largest pet-specialty retailer as its general counsel.

She says the corporate culture here is similar to what it was at her last job, with a heavy emphasis on integrity and ethics. She’s also in familiar territory: labor and employment law, marketing and merchandising issues, and commercial contracts. “This is retail,” she says of PetSmart. “Talk about being in my legal comfort zone.”

Dickinson oversees 48 people, including about a dozen in-house lawyers, and has concentrated much of her efforts on transforming the law department into a better managed and more efficient group. She created a public affairs director position that handles a wide range of communications and deals with different constituents. She has focused on shoring up the company’s public disclosures and filings, in light of new legislation and the new Securities and Exchange Commission regulations, particularly in the area of executive compensation. And then there are the animal rights and humane society groups.

Dealing with them has proven to be a balancing act. PETA, for example, criticized the way in which PetSmart cares for the small animals it sells in its stores. “We need to be respectful and respond to them without impairing our basic business model,” Dickinson says.

PetSmart is constantly developing new products and services, such as animal training, grooming, boarding and day care. The company also is growing its proprietary brands, including its food line, which gives Dickinson the opportunity to oversee issues relating to trademarks and intellectual property.

Dickinson, who owns a yellow Labrador retriever, a dachshund, a cat and a turtle, says no major cases have arisen since she came on board as PetSmart’s GC. 

“I’ve always said that if you are being proactive as a general counsel, then it’s less likely you are going to have those big cases we all don’t really want,” Dickinson says. “If you are avoiding problems, you’re doing your job.”

That’s not to say the company is immune from legal action. Past suits have included anything from those filed by customers who’ve been bitten by other customers’ pets at retail stores to employee complaints.

“When you are a company with 54,000 employees nationwide, you are going to be a moving target for class action lawsuits, and [PetSmart has] experienced a smattering of those,” Dickinson says.

Then, she says, there are the fringe benefits, which hail back to her love of pets. “I’ll never forget my second week on the job,” says Dickinson. “I was having some problem with my computer and I walk back into my office and there’s this French bulldog in there [with the computer technician]. This is awesome.”