Behind the Stacks at Barnes & Noble

Jennifer Daniels is more than just book smart  

Published in Corporate Counsel Edition® - 2008 — August 2008

The Barnes & Noble corporate offices are located on Fifth Avenue, near Manhattan's Union Square. Ten flights up, in an office full of sunlight and blond wood, sits Jennifer Daniels, one year into her position as Barnes & Noble's first-ever in-house general counsel. She came to the book-publishing giant from IBM, which has 500 attorneys covering 170 countries. She now heads a team of five, including herself.

After nearly 17 years in the global technology business, why move? Opportunity, sure, but also something she realized at a key moment in her career: Keep moving. No matter how successful you feel, there's always something new to learn.

Raised in Greenwich, Conn., Daniels is the oldest of three girls, the daughter of a bank executive and a real estate agent. A good student, she sang in the high school chorus before attending the University of Pennsylvania to study English and history. There, she fell in love with Chaucer, Middle English and Shakespeare. She was president of the Penn Singers and founded an a cappella group called the Counterparts.

But all along, Daniels, 45, knew she wanted to be a lawyer. "I just knew," she says. "I wish I could tell you how." 

From Penn, she went straight to Harvard Law School, where she joined the drama society and met future husband Dan Daniels. "He was a baritone, I was an alto," she says.  "The rest is history."

After a brief tenure in the litigation department at a Manhattan law firm, Daniels opened a general practice firm with a partner. "I was either very crazy or very brave," she says. "But, from a decision-making perspective, it was excellent preparation for my career. Nothing gets you more comfortable making decisions with limited information than having to do it by yourself."

Her move to IBM was a fluke. She was curious about what life would be like as an in-house attorney, and a friend of her father's suggested she contact IBM's legal department. After an interview, she was offered a job in the litigation group, where she stayed for 10 years, until IBM's general counsel asked her to move to the transactions side. She initially resisted. "I thought I was going to hate it—that it was a terrible waste of my expertise," she says. "I was better at fighting than shaking hands. But he said, ‘If you want to compete for a GC job someday, you need transaction skills.'"

As deputy general counsel for the Americas, she focused on learning the accounting rules and understanding all sides of IBM's business. "In litigation, I'd learned about how transactions go bad," she says. "Now I had to think about how to structure deals so that, from both a legal perspective and a business perspective, they went well."

Marc Lautenbach, IBM's general manager for the Americas, worked closely with Daniels. "When we were in negotiations with a client and trying to make decisions about terms and conditions, liability, and the economics of the deal, Jennifer always had an outstanding perspective," he says. "Candidly, her insight into the business side of the issue was just as important as the legal aspect."

Daniels' former colleagues paint a portrait of an indomitable woman—one who held a conference call while in labor with her son; one who flew 14 hours to Japan, stepped off the plane and gave a presentation, then flew to Delhi, India, the next day to give another one.

"I learned a lot from watching her," says Ana Molina, now a legal director at  New York-based Right Media. "Jennifer had the ability to pause and think about something, even in a rushed, end-of-the-quarter situation with huge amounts of revenue on the line. I learned to ask a lot of questions, step back, and think through the problem so that you can give someone sound legal and business advice in a relatively short time frame."

While at IBM, Daniels worked on a large corruption case in Argentina, where IBM was accused of paying a bribe to land a government contract. She became a company expert in the Foreign Corrupt Practices Act, which led to a greater interest in compliance issues like Sarbanes-Oxley, and finally to her appointment as IBM's first-ever chief trust and compliance officer.

Her legal prowess impressed not only IBM, but caught the attention of another Fortune 500 company. After decades of outsourcing its legal work, Barnes & Noble was looking for someone to lead its first in-house team. Says Daniels: "People say, ‘You were doing great at IBM, why leave?' But the opportunity to join a Fortune 500 company with amazing brand recognition, to work with the board, and be the corporate secretary? This is a $5 billion company, and it was looking for its first-ever general counsel. I couldn't turn it down."

Heading into her second year on the job, Daniels is focused on building a legal team and prioritizing its agenda. Not to mention getting familiar with the bookselling and publishing industries, predominated by intellectual property and First Amendment issues. And with only four other attorneys on staff, she's doing more hands-on legal work than she has in years, which she enjoys.

She's also raising her son Ben, 14, and daughter Liza, 10. "They're very tolerant of their mother who works too many hours," says Daniels, whose family lives in Greenwich, just around the corner from her parents. One sister lives nearby, and the other in Manhattan. Her husband Dan is a partner in Wiggin & Dana's Stamford office.

Many Sundays, Daniels hosts a meal for extended family, neighbors and friends, sometimes turning to the cookbook collection she amassed while traveling the world for IBM. "My kids cook with me. It's my compromise for not having family dinners during the week," she says. "Many people look for the panacea, the magic bullet for the work/life balance. In reality, you have to assess the balance all the time, because it changes constantly."

Daniels intends to pass on to her kids the lessons she's learned so far. "It's so important to keep your eyes open to new opportunities," she says. "To grow your skill set and not be afraid. Some people are afraid to leave a position that suits them. But if you have good skills, they'll transfer."

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