‘If You Run Big, Dangerous Things, You Have an Obligation to Run Them Safely’

The philosophy of Constellation Energy’s Charles Berardesco

Published in Corporate Counsel Edition - November 2010 — November 2010

When Charles A. Berardesco was 8, his uncle already had a fix on his career path.

“One day, I must have been jabbering—we ate dinner every Sunday at my father’s family’s house, an Italian get-together,” says Berardesco, who still looks forward to platters of macaroni and sausage when he visits his parents. “[Uncle Roy] finally looked at me and said, ‘Boy, you talk a lot; you’ll probably turn out to be a lawyer.’… I thought, ‘OK, that sounds good, I’ll be a lawyer.’ As I got a little older, I held onto that, because I wasn’t interested in sports, I wasn’t interested in being a fireman or a policeman.”

What he did become—eventually—was general counsel of a Fortune 500 company, Constellation Energy, the only Baltimore firm to make the elite financial list this year. This spring, Berardesco, 52, was named a “General Counsel to Watch” by Corporate Board Member magazine.

But his isn’t a silver-spoon story. Berardesco’s father, the son of immigrants, didn’t speak English until he was 7, and didn’t graduate from high school. Of his mother’s side—who came over on the Mayflower—he quips, “My family’s been here 400 years and made no money.” Scholarships, student loans, hard work—and sacrifices on the part of his parents to make up for the rest—got Berardesco through his undergrad at Duke University and law school at The George Washington University.

“I worked as a gatekeeper at the dorm, the desk-guy kind of thing,” he says of his days at Duke. “Then when I came home from school, I would literally arrange a job and go to work the next day, and work till the day before I went back to school. I had to turn all my money over to my parents. So I’d get a paycheck and I’d take it home and sign it over to my mom, and then, if I needed money, I had to ask for it and explain why I needed the money. I thought this was totally normal.”

A summer program that rotated students through litigation, corporate and real estate law made him rethink his plan to become a trial lawyer.

“The one thing with litigation that was frustrating to me was it seemed to be a whole heck of a lot of time to get to what was a fairly narrow point of decision-making,” he says. “In real estate, or anything that’s sort of transactional or commercial, you’re working usually in a compressed time frame toward reaching an agreement, and it doesn’t require 30 days for this and 47 days for that and, oh, I’ve got to answer 6,000 interrogatories.”

The switch in practice areas was disappointing only to his mother, who had hoped to watch him channel Perry Mason in the courtroom someday. He tried to console her: “I said, ‘Well, Mom, you could come into the boardroom and watch me negotiate if you want.”

Berardesco’s aptitude for negotiations landed him at Constellation as the company’s associate general counsel in 2003. Five years later, he was bumped up to its top legal position. With the economy taking a dive, things got tricky.

Constellation was facing financial crisis, with the only possible salvation being an offer from Warren Buffett to purchase the company. Berardesco worked a sleepless week on those negotiations, only to have a French energy company, Électricité de France—already a shareholder—announce its desire to buy half of Constellation’s nuclear plants for $4.5 billion four months later. That meant another couple of grueling weeks as Berardesco worked on those arrangements. And that was the easy part.

Negotiating the labyrinth of approvals necessary to transfer ownership of U.S. nuclear plants to a French company was extremely challenging, Berardesco says.

“It was a first-of-a-kind transaction for the Nuclear Regulatory Commission,” he says. “This was the first joint venture where EDF [a foreign company] has an actual 49.99 percent interest in the operator of the units. … This was profound, to get something like this approved by the NRC. It created law, and we’re very proud of it.”

Further rough waters lay ahead with Maryland regulators. “It was a very challenging, intense six, seven months, involving a lot of front-page news in the local media; we became a political issue, but at the end of the day we got what we believed to be a very appropriate order out of the Public Service Commission.” In November 2009, the deal closed; Constellation was saved. EDF owns about 8.5 percent of the parent company, Constellation Energy Group, and 49.99 percent of the subsidiary that owns the nuclear plants.

In addition to its nuclear interests, Constellation is the nation’s No. 1 retailer of electricity for commercial and industrial customers; it also owns coal, natural gas and hydro plants. A major focus now is solar energy—the company builds rooftop solar panels on government and commercial buildings, then sells the excess power on the market.

When asked how the BP disaster in the Gulf has affected the energy industry, Berardesco says, “I don’t think anybody in America is not thinking about what are we doing around safety and how do we know we have appropriate plans in place? The nuclear industry went through this with Three Mile Island. We created a self-regulating organization. The nuclear industry realized our weakest performer is our biggest risk.

“I’m sure our board will be asking us, ‘What are you doing to make sure we have plans in place?’ With BP—and I only know what I read in the paper—it seems to me it was the lack of planning that was the problem. … Human nature is not perfect; lightning strikes; things will go wrong; what are your plans? … People at BP thought they were benefiting their shareholders, but they forgot they had other stakeholders, including their community, their employees, some of whom died.

“If you run big, dangerous things, you have an obligation to run them safely.”

In addition to helping make sure things run smoothly at Constellation, Berardesco chairs the company’s diversity council. Berardesco is openly gay and has found support at the company for his advocacy work on LGBT issues.

 “I feel incredibly blessed that I work at a company that has recognized me as an out gay man, is very welcoming of my partner, and allows me also to be open to the employee base,” he says, noting that the company helps sponsor Berardesco’s work with the Human Rights Campaign, the nation’s largest LGBT advocacy group whose work includes generating a Corporate Equality Index to measure companies’ progress on LGBT policies. He is happy to report that Constellation has a perfect score. It’s a company, he says, where people don’t feel like they have to “check who they are when they walk in the door.”

Berardesco was taught early to look at people equally. “My mom went back to school and became a nurse,” he remembers. “She worked at night at a nursing home. The health care profession, particularly in the nursing area, is filled with a whole heck of a lot of diversity. To me in my own mindset, I thought, ‘well, why would I think differently about any of these people?’ They were my mother’s colleagues and bosses and friends; they came to our home; we went to parties with them. So when I went to college, I was sort of shocked because Duke [University] back in the ’70s was a bit of a segregated environment: There were black fraternities and white fraternities, and that made no sense to me.”

When he’s not negotiating business deals or working on diversity initiatives, Berardesco has found the perfect release valve for the stresses of the office: choral singing, a lifelong passion.

“Wednesday night choir rehearsals, two hours, are the most relaxing time of my week because I have a great ability to compartmentalize,” he says. “I don’t worry about work: It literally goes away.

“For two hours, all I have to think about is hitting the G-sharp.”

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