Fashion Sense

Meet Michelle Banks, counsel to Gap Inc. 

Published in Corporate Counsel Edition - September 2009 magazine

By Rose Nisker on August 11, 2009


In 1999, at the height of the dot-com boom, Michelle Banks was on the job hunt.

“It seemed like everyone I knew had some lofty general counsel title at a startup with stock options,” says Banks, then 35. “I interviewed at a few Silicon Valley companies and barely understood what their product actually was.”

Not that she wasn’t qualified. Her résumé included several years of business transaction work for Morrison & Foerster, a stint at a prestigious Tokyo trading company and a turn as in-house counsel for the NBA’s Golden State Warriors. All exciting experiences, but she was looking for something more her style.

Then a senior legal position opened up at Gap Inc., San Francisco’s iconic denim dealer. “It was unusual to go with such an old-economy company,” she says. “Now in the downturn, what people refer to as old economy seems cool, but at the time it definitely was not.

“When people asked about my decision, I’d say, ‘Hey, I’m into clothes.’”

Which wasn’t only a justification. “I was always a Gap denim customer,” she continues. “Actually, I don’t think I’ve ever even owned any non-Gap jeans.”

By 2006, she was promoted to senior vice president and general counsel. She now directs 35 in-house attorneys on all legal matters that affect the company’s 3,100 Gap, Banana Republic and Old Navy stores worldwide. Furthermore, she took on a role that was once held by famed San Francisco powerhouse Anne Gust.

“Michelle is always looking at what’s best for the company, first and foremost,” says Lauri Shanahan, who filled Gust’s shoes before Banks. “She has no hidden agendas and isn’t wrapped up in politics. She has very strong opinions and a direct communication style, but she is also an amazing listener.”

Under the legal umbrella, Banks oversees the public policy, government affairs and equity administration practice areas, as well as archives, records and privacy. She also steers Gap’s corporate governance and corporate compliance departments. “I make sure that we’re not the next Enron,” she says.

Early in her ongoing tenure at Gap, Banks guided the Enterprise Risk Management effort, in which her team narrowed 300 key risks down to 25 for presentation to the company’s board. The assessment was then pared down to a brief five-page memo—an impressive streamlining feat.

“One reason we hired Michelle was because she was remarkably good at translating even the murkiest corporate compliance details into crystal clear language,” Shanahan says.


The daughter of first-generation Italian Americans, Banks comes from an archetypical immigrant family—close-knit, with a working-class flavor—a history similar to that of Gap’s founders. Before it could spend millions on marketing and branding, the garment giant was a family business that sold the workingman’s staple: jeans. And both company and counsel began their stories in the San Francisco area.

When Banks’ grandparents moved to the U.S., they spoke no English. Her grandfather, a mechanic in Italy, found work as a school janitor, and her grandmother ironed clothes at a dry cleaner’s. Banks’ mother moved up from the menial labor of her parents to hold various positions in the office of a supermarket company, and her father worked at a printing company. “It was when those classic printing companies had huge presses,” she explains. “He started out on the line before turning 20, worked his way up, and eventually became vice president of operations, managing many people.”

Banks became the first in her family to attend a four-year university when, upon graduating from San Carlos High School, she enrolled at University of California, Los Angeles. “My parents were very supportive,” she says. “The rest of my family just thought I was strange.”

There she majored in economics, and stayed at UCLA to earn her J.D. in 1988. “I followed a very typical path,” she says. “I spent a summer as one of 30 students at a large Los Angeles law firm and accepted the job they offered me right out of school.”

After one year at Sheppard Mullin Richter & Hampton, she moved to Morrison & Foerster, where she spent five years practicing corporate finance and international business transactions, dividing her time between Southern California, Tokyo and New York. During one of those years, Banks worked in-house for ITOCHU Corp., a large, publicly owned Japanese trading company. “I got the call offering the position in Tokyo,” she says, “and a month later I was on the plane to Japan.” She had never been to Asia. “Basically, my only experiences out of the country were vacations in Europe and Mexico,” she says.

At the time, ITOCHU was hoping to diversify its work force. “I knew it was a big deal that I was a woman, but I didn’t really know just how big of a deal it was until I got there.” Not only was Banks the only woman in the legal department, she was the only female professional in the entire Tokyo headquarters. “Basically, I was the only woman not serving tea,” she says. Thanks to her then-boss and mentor, a Japanese attorney who admired the more gender-neutral aspects of the U.S. style of law practice, her experience at the Japanese conglomerate was positive.

“That’s not to say there weren’t any awkward moments,” she says, laughing. “There were meetings, especially with bankers, where they wouldn’t talk to me. The ITOCHU guys would have to convince them that I was the lead attorney on the deal and they really had to work with me despite the fact that I was a woman.”

Much like large U.S. conglomerates, ITOCHU was extremely diversified, having its hand in multiple businesses all around the world. “I’d be working on an oil deal in Russia, or an energy deal in Australia, or an agriculture deal in China, or a car deal in the U.S.,” Banks recalls. “I even did a tennis deal.”

Despite the international flavor of these deals, she rarely traveled. “That’s where some of the gender-related, paternalistic stuff really came out,” she says. “They would only let me go on business trips to Hong Kong and New York because those were the only two places they believed were safe for a woman to travel alone.” Banks knew their intentions were good, but it was still frustrating—particularly when denied the opportunity to go to Korea and India. “I was dying to check those places out,” she says.

Back in the U.S. at Foerster’s New York office, she made up for lost time. “I did a huge amount of work in Latin America and Asia,” she says. 

But it was the job she landed just across the Bay from her hometown that felt most foreign. In 1995, she took a temporary position with the Golden State Warriors in Oakland as the team’s legal counsel. Connected to the job through a family friend, Banks had never been to an NBA game in her life, a point driven home during her first business meeting.

“I had no idea what anyone was talking about—I didn’t know what any of the acronyms were or any of the players’ names,” she says. “I really didn’t even know one thing about the game of basketball.”

Fortunately, she’s a quick study. She read the sports page every day; and it helped that her husband is a sports fanatic. “He came to games with me and would explain every single thing that was going on. My husband loved that phase in my career,” says Banks. “In fact, I think the highlight of his life, and possibly the best thing I ever did for him, was for Valentine’s Day, I got floor seats to the Chicago Bulls when Michael Jordan was still playing.”

But fashion was her basketball. So when she met with Gust and Shanahan about the Gap job in 1999, her decision was simple. “Here was a product that I was already completely passionate about and a company that had two great women role models in the position of general counsel,” she says.

However, as she settled into her new post, the company was in the midst of unprecedented controversy. That same month, two lawsuits were filed challenging the unlawful sweatshop conditions in Saipan, the capital of the Commonwealth of the Northern Mariana Islands. Gap Inc., along with 26 U.S.-based retailers and manufacturers, was sued for doing business in the city’s garment industry and allegedly using indentured slaves. In 2002, the company reached a confidential settlement. “The high-profile sweatshop litigation was not one of our more positive moments,” she says.

While Banks was not involved with the legal proceedings surrounding the scandal, she stands firmly behind her company’s position. “The Saipan litigation was really a wake-up call to us that we were not communicating to external stakeholders all that Gap does to prevent any kind of negative labor situations,” she says.           

In fact, in 2003, Banks created the company’s corporate compliance department. “One of my favorite parts of this job is being an ethical compass for the company,” she says, “and trying to figure out the best ways for our employees to do the right thing.”

Indeed the company has recovered from the Saipan incident. These days, when Banks tells people she works at Gap, any criticism runs along the lines of “I didn’t like the choice of button on that particular shirt,” she says. And there are company perks: “I don’t think my son has ever owned anything that wasn’t from Gap or Old Navy. Even socks.”

For Banks, working at Gap is like wearing your favorite pair of jeans—a perfect fit.

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