Priceless

Noah Hanft leads the charge at MasterCard

Published in Corporate Counsel Edition® - July 2009 — July 2009

In 1972, when Noah Hanft was looking for part-time work to help pay his way through college, he interviewed for a job with CREEP, President Richard Nixon's Committee to Re-Elect the President. Instead, he opted for a position as a receptionist in a girls' dormitory. It was the first in a succession of discerning career choices by Hanft.

He eventually gave up the receptionist job to study in Europe and graduate from college, then worked for a solo practitioner during law school, spent five years as a Legal Aid criminal defense attorney, several more as an intellectual property lawyer for a private firm, and is now general counsel for MasterCard Worldwide. At the company headquarters in Purchase, N.Y., Hanft wants his colleagues to enjoy their jobs as much as he does.

"Being in-house," he says, "I like the direct involvement in the business—the ability to actually come up with ideas, to be creative in structuring deals, and to really engage on just an incredibly vast array of issues, from commercial engagement to regulatory to governance. I mean, it's an infinite number of different types of work that you are exposed to."

 

Hanft, 56, grew up in Queens and went to high school on Long Island. His grandparents were immigrants who worked in Manhattan's garment district, and his father, Edwin, was an advertising copywriter in the Mad Men era of the 1950s and 1960s. Hanft remembers being moved by a pro bono campaign his father helped create for the NAACP, showing a young black girl who had to bus two hours to a segregated school. His mother, Gladys, turned a painting hobby into a late-life career as a successful artist.

One of three sons, Hanft was a classic example of a middle child, especially during the spirited dinner-table
conversations about current events. He was the negotiator, the one who found common ground, and who talked everyone else into either agreeing or agreeing to disagree. He was always more interested in stickball, basketball and football than school, and describes himself as "a classic underachiever"—a B or C student who surprised his high school guidance counselor by scoring well on the SAT. He jokes that he had such a short attention span when he looked at colleges that he never got past A, so he ended up at American University in Washington, D.C.

Another A, Abraham Lincoln—he had been reading biographies on the 16th president since he was 7—inspired his penchant for law. After an unimpressive first year in college, he realized that mediocre grades wouldn't get him into law school. He made the dean's list every year after that. A semester abroad in Vienna—from where he traveled to the Balkans and various European countries—expanded his worldview, preparing him for the challenges ahead.

Hanft graduated from American in the spring of 1973 and that autumn started at Brooklyn Law School, where he threw himself into criminal procedure and constitutional law. "[Brooklyn Law] was not a place where you were going to spend a lot of time on theory," he says. "It was a very bar-exam focused, just-learn-the-law kind of place. And it worked out fine for me." He clerked for a solo practitioner in Lower Manhattan who handled a broad range of small cases—"whatever walked in the door"—and routinely sent the young law student out as if he were a practicing lawyer. He even took depositions and appeared in court. "There was nothing he wouldn't let me do," says Hanft, who, for that reason, is reluctant to disclose his former boss's name. "It was a great experience. I learned a tremendous amount."

After graduating from Brooklyn Law and passing the bar exam, Hanft started as a Legal Aid attorney in January 1977. He made $12,000 a year, lived in Brooklyn Heights and walked to work. In many cases, Legal Aid attorneys merely try to get their clients the best deal. So Hanft was surprised when he thought his first client, on trial for rape, was in fact not guilty. As it turned out, the jury agreed.

He won more than his share of cases during his five years with Legal Aid. He was known for working hard to get good plea bargains for his clients, and for helping them get into programs that might keep them out of trouble in the future. He learned to be tough and empathetic. "Trying cases and the ability to think on your feet, that's important, and the ability to persuasively formulate arguments," he says. The job also taught him the importance of working not only with adversaries but everyone involved in a case. "Relations with the D.A., the judge, even the court officers are really important in how the clients are treated," he says.

A few years into his post, he attended NYU at night for his LL.M., focusing on intellectual property. He then joined Ladas & Parry, where he handled copyright and trademark matters for two and a half years. Working in a private firm influenced his appreciation for the business side of law. In 1984, he saw an ad for a corporate counsel job at MasterCard, answered it, was offered the job, and took it after turning down the option to stay at Ladas & Parry and become a partner.

Except for a couple of years in the early 1990s as associate general counsel at AT&T, where he helped launch its credit card business, Hanft has been at MasterCard ever since. "Every day there are new and different and really interesting issues," he says. One of his first battles was with American Express, when MasterCard won the right to have its own "gold" card.

Appointed general counsel in 2001, Hanft has helped shepherd MasterCard—with its $5 billion in 2008 revenues and 5,500 employees—through a number of challenges, including its transition to a publicly traded corporation. He has also overseen a broad range of litigation and regulatory issues.

Much of his legal work has involved fees that merchants pay to accept credit and debit cards. He resolved private claims—including a $1.8 billion settlement to American Express—following a 2004 antitrust suit by the Department of Justice when MasterCard tried to prohibit its customer banks from offering competitors' credit cards. Hanft also led a successful challenge against FIFA, soccer's international governing authority, when the organization breached its sponsorship contract with MasterCard concerning the 2010 and 2014 World Cup tournaments. The credit card company settled for $90 million. More recently, Hanft and his lawyers resolved a matter before European Union regulators by securing the commission's approval of new monetary rates set for cross-border transactions.

One side of Hanft's job involves coordinating his team of in-house lawyers and major law firms around the world. The other side involves working with company executives on strategy to support the brand. MasterCard, he points out, does not extend credit or charge fees directly to consumers. It has nothing to do with the interest or other fees that customers see on their bills. "Our revenue comes from use of the card," he says. "We don't make any additional money or more or less money if you carry a balance. Our focus is on building usage of the brand. We do a lot of consumer education, working with financial institutions and others to educate consumers about proper usage of the card. It's not in our interest for cards to be misused, or for people to put themselves in situations where they no longer get a card again."

He says MasterCard, like everyone else, has been affected by the economic downturn as consumers spend less on luxury purchases as opposed to everyday expenses. However, he adds, "MasterCard has an extraordinarily flexible and resilient global business that continues to benefit from the worldwide trend toward replacing cash and checks with electronic payments."

Sharon Gamsin, MasterCard's vice president for worldwide communications, says Hanft has retained the same spirit and attitude that led him to become a Legal Aid lawyer. "He's deeply committed to mentoring—he created a mentoring program with Pace [Law School], and many of our lawyers, as part of their job, mentor students there.

"Several of the women on the team have received awards for their work within the Women's Justice Center at Pace—all supported by Noah."

He also makes her job easier. While "no comment" could be stamped across the forehead of most corporate attorneys when approached by the press, she says, the phrase is not part of Hanft's vocabulary.

Robert W. Selander, president and CEO of MasterCard, touts Hanft's negotiation skills. "In the more than 10 years Noah and I have worked together, we have confronted an increasing number of challenges around the globe, many of which we've resolved," he says. "Throughout, Noah has demonstrated leadership and vision in helping steer the company through literally hundreds of issues. His energy and creative solutions coupled with his calming personality have contributed to the company's success."

Selander says Hanft has had a huge impact not only on the company's legal operations, but also on its overall business and reputation. "Leading by example, he's raised teamwork and collaboration to a high level not only among his staff members, but in how they interact with their partners across the company," he says. "I believe that his leadership example produces results well beyond what you might generally expect."

Hanft remembers that when he first started at MasterCard in the 1980s, corporate lawyers were stereotyped as naysayers. Some even referred to the corporate counsel's office as "the business prevention unit." Hanft has not only helped change the stereotype, but estimates that well over 90 percent of the lawyers he has hired as general counsel have stayed with MasterCard, and many of them have moved on to senior positions on the business side. He is proud of the low turnover among his staff of 55 lawyers. "It's a staggeringly low number—just a few over the past five years," he says.

Hanft's emphasis on teamwork begins in his own department. He started a survey of all the company's business groups to ask them about their in-house legal support—what they need, what they get, what's good, and what's not. "Over the years it's become more and more sophisticated, with more and more probing questions," he says. "Now, a lot of companies do that, but one of the things we do that's unique is we also have an internal collaboration survey."

Lawyers, Hanft notes, are often strong personalities. If any of his attorneys are not collaborating and cooperating with people on the business side, Hanft knows about it and moves quickly. Sometimes the complaint might be that a lawyer simply doesn't pick up the phone and call back promptly. Sometimes the problem is resolved by management training, but sometimes all Hanft needs to do is have a quiet word with a lawyer who is drawing complaints. "Most people want to work well with their colleagues," he says. "If I can sit down and say there's a scenario we can address, let me give you a few examples, and a different way you might have handled the situation, I think it really does drive a much more collaborative organization."

In other words, he sees himself as a combination of mediator and coach, much as he has been all his life, from bringing the family together during heated discussions when he was a kid to helping out with his three daughters' sports teams when they were kids. Nowadays, he says cheerfully, his daughters are more likely to be the coaches. "I learn a lot from them," he says, and credits his daughters—all in their 20s, one a teacher, the other two attending law school—with introducing him to such sports as squash and musical acts like Coldplay and Amy Winehouse (though he'll never give up his beloved Grateful Dead).

Hanft and his wife, the environmentalist and educator Dora Barlaz, spend a lot of time with the family—jogging, hiking, going to the movies and the theater, cooking together, comparing notes about books they've read, and playing riotous games of Scrabble. "The thing I love is the fact that [my daughters] enjoy being with me even at their age," he says. "It's very rewarding. They just like hanging out."

Outside of work, Hanft is on the board of the NYC Legal Aid Society, handles pro bono cases and spearheads the Pace mentorship program for minority law students.  

Reflecting on his 30-year run in the legal world, he wouldn't change a thing. "It's been fun," he says. "It's been a lot of fun."

Priceless, even.

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