The Decider

Sandra Leung stepped in when Bristol-Myers Squibb took the heat

Published in Corporate Counsel Edition - January 2010 — January 2010

Sandra Leung was promoted to interim general counsel of Bristol-Myers Squibb during a late-night phone call in September 2006. It was two months after the FBI had raided the pharmaceutical company’s Manhattan offices while investigating a collusion involving its top-selling drug, Plavix. At the urging of the company’s government-appointed monitor—implemented the previous year, after a $2 billion accounting scandal—its CEO and general counsel had just stepped down. Bristol-Myers was facing some of the darkest days in its nearly 150-year history.

“We were working through a terrible crisis situation,” Leung says. “When I received the call, I said, ‘Fine, but I’m working on our disclosure right now and the markets are going to open at 9:30, and we have to get this disclosure right.’ My focus was on making sure the company had continuity in leadership, and that we were not only following the proper disclosure obligations but also sending the right messaging to employees.”

At the time, Leung was not the most senior attorney at the company—in fact, Leung became the de facto supervisor of several people who had been above her. But those who worked with her agree that her character, background and talents—in particular, her tenacity—made her the right choice.

 “Sandy is known for being a straight shooter and facing tough issues head on,” says Steve Bear, then a senior vice president with Bristol-Myers. “She does it in a professional way, and she goes looking for the solutions, not the problems. She’s dedicated to the corporation, and to a personal sense of integrity and to what’s right. If she tells you there’s a problem, you know it’s based on genuine dedication and a commitment to the company.”

Leung, 49, comes from a long line of ambitious people. Her father, who was born in Canton, China, was a merchant sailor who jumped ship in New York at age 16. Her maternal grandfather, who had a wife and daughter he wanted to bring over from Hong Kong, did the same thing. The U.S. didn’t allow immigration from either country, so both lived illegally in New York before joining the armed forces—the Navy in her father’s case and the Army in her grandfather’s—as a path to citizenship.

Her father eventually opened a Chinese restaurant in Stamford, Conn., where Leung and her nine siblings grew up. As one of the first Asian families in town, they endured a fair amount of taunting. “Kids can be pretty mean,” Leung says. “But our parents never allowed us to feel sorry for ourselves, or to be victims. We developed pretty thick skin.”

Her parents were strict, but also busy working. “My father always expected us to compare ourselves with the best,” she says. “But I don’t think they saw a single report card. They impressed on us the values of working hard and getting good grades, and they just trusted us to do well.”

After graduating from Tufts University and Boston College Law School, Leung became a prosecutor in 1984 under Robert M. Morgenthau, the 90-year-old former Manhattan district attorney who won nine straight terms beginning in 1975. She was the first Asian-American female to hold her position.

As a civil rights activist in college, Leung surprised her friends with her career choice, because the majority of people incarcerated are minorities. But her path was, in part, a deliberate attempt to subvert expectations. “Part of me wanted to be a litigator because of all the stereotypes about Asian females not being very outspoken or being afraid of confrontation,” she says.

By all accounts, Leung excelled.

“I’ve always said that, for the level of experience she had, Sandy was the best lawyer we had in the unit,” says Rick Castello, then-deputy chief of the trial bureau. “One year, she led the whole division in both the number of indictments and number of trials. That’s something no one has done before or since.”

She started in the general crimes section, trying larceny, assault and battery cases. From there, she helped start a child abuse unit before moving to homicide investigation, where she focused on old, unsolved cases, many related to drugs and gangs.

“I look at some lawyers in law firms, and all they’ve ever done is legal research and writing,” Leung says. “As a young assistant district attorney, you’re working in stressful situations, with people from all walks of life, and your decisions have a huge impact on people’s lives. You have to be able to assess the facts quickly, separate signal from noise, and make a decision. I’m not afraid to make a decision, I’m not afraid to be held accountable for that decision, because that’s what I’ve done from the beginning of my legal career.”

But after eight years of police calls and crime scenes and baby homicide cases (some of which she tried while pregnant), Leung needed a lifestyle change. She had a 2-year-old and an infant at home, and if she was beeped she could disappear for days. When she was working on a trial, she might be gone for a month. So in August of 1992, she left the DA’s office on a Friday afternoon and started at Bristol-Myers the following Monday.

The transition from public service to corporate life was jarring. “I went from working with human tragedy to litigating Clairol hair dye cases,” Leung says. Soon, though, she saw that people inside the company were looking for the same kind of decisiveness and accountability she’d brought to public service.

In 1999, Leung was asked to serve as corporate secretary, working as a liaison to the board of directors to help make sure the company and the board met its fiduciary obligations to shareholders. In that role she served as the lead in-house attorney when the company faced federal charges over its accounting practices in 2002.

Following allegations that Bristol-Myers had inflated its sales numbers through inventory manipulation, the company was required to restate its revenues beginning in 1999 by approximately $2 billion. Two years of investigations followed, after which the company paid several hundred million dollars to settle with the Securities and Exchange Commission and shareholders. The company was assigned a federal judge to monitor its accounting and disclosure practices, and two executives, including the former chief financial officer, were indicted for securities violations.

“It was extremely high stakes, and we were excoriated in the media,” Leung says. “But for me, the company had always been this extremely ethical place that made great products and cared about its employees and patients. I worked with senior management and the board, and we focused on how to get through it and regain our good name and reputation.”

It was this experience that led to Leung’s appointment to interim general counsel, at a time when the board and the company were asking tougher questions following the FBI investigation over an alleged secret patent agreement between Bristol-Myers and the maker of a generic Plavix drug. Her appointment was made permanent the following February. “The CEO and the board wanted to make sure that strategic dialogues were taking place—that they had the right information and the right environment for good, strong debate. This is Sandy’s forte,” says Bear. “She also had great expertise in dealing with what at the time were a myriad of legal and disclosure issues the company faced.”

Today, Bristol-Myers is a different company than it was back then. The executive offices have been moved to the third floor, down from the suites they used to occupy at the top of the building. There’s no evidence of the Oriental rugs and paintings that used to decorate the walls and floors, and perks like executive cars and company planes are history—along with what Leung calls “a tremendous sense of entitlement.”

Her department is smaller, too, at around 95 attorneys. “We’re trying to understand and gain agreement with clients on the core legal services we provide,” she says. “Because of the compliance challenges we faced, we were in a situation where lawyers were reviewing everything, and we’re swinging that pendulum back. Lawyers were making decisions that they didn’t need to be involved in. We need to make sure people understand the applicable laws but, for the most part, the businesses should be making the decisions and the businesses should be held accountable for those decisions.”

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