Gail A. Lione - Vice President, General Counsel, and Secretary, Harley-Davidson, Inc. Vrooooooooom . . . Welcome back to Law Stars, grab your jacket, boots and helmet and hop on as we catch a ride this week with one of the fastest motorin' general counsels in the nation. This week's Law Star is free-wheelin' Gail A. Lione, vice president, general counsel and secretary of none other than Harley-Davidson, Inc. In her full throttle career, Ms. Lione has zoomed through a string of high-powered corporate legal positions all the way to her current job in the top legal driver's seat of the company that has embodied American spirit, love of freedom and adventure for more than 100 years. Our Law Star has been revving her engines at Harley-Davidson, Inc.'s headquarters in Milwaukee, Wisconsin since 1997. She brought to Harley a truckload of corporate world experience. Prior to steering over to the motorcycle company, Ms. Lione began her trek through the world of inhouse practice with Sun Life Group of America in Atlanta, Georgia, where from 1986 to 1989, she headed up the legal and regulatory activities of five insurance companies and their affiliates in 50 states. After Sun Life Group, Ms. Lione served as general counsel and secretary of U.S. News & World Report and its affiliates, the Atlantic Monthly Company, Applied Graphics Technologies, Inc. and Applied Printing Technologies. And yes, she has top law firm experience. Before beginning her corporate inhouse career, Ms. Lione worked at Morgan, Lewis & Bockius in Philadelphia, Pennsylvania. Ms. Lione earned her J.D. at the University of Pennsylvania Law School. She holds a bachelor's in political science from the University of Rochester where she graduated magna cum laude/Phi Beta Kappa. We swapped our Law Star jackets for biker leathers and hitched a ride with Harley's top lawyer at her offices in Milwaukee, where she has apparently recovered nicely from the company's 100th birthday mega bash, which culminated last summer. Q: First, Gail, on behalf of LawCrossing and all past and future Law Stars, I want to wish Harley-Davidson a happy 100th anniversary! That's a lot of years of motoring. We read on your Web site that the company threw a 14-month long series of events and parties and that in August 2003 ''a motorcade of 10,000 motorcycles made its way through the streets of Milwaukee to celebrate.'' You must be proud of the company's roaring success. What did the general counsel's offices in particular, do to commemorate the event? A: I think you have to start with what we did to help make it happen. We worked very closely with the entire 100th Anniversary team, particularly our Marketing, General Merchandise and Communications folks, for the year before the 14-month celebration and then in tandem with them during the 14 months right up to the Saturday before the Sunday night party when we were negotiating rights to feed photos and sound to television stations for broadcast. We were involved with all venue agreements, performance contracts, vendor contracts, photographic rights, recording issues, publishing deals, leases and the list goes on. We had a trademark team that traveled on the 14-month tour to make sure our marks were properly used and not infringed, that our customers were not buying counterfeit merchandise thinking it was ours, and that our brand was only on the products and services that we stand behind. So to commemorate, we celebrated at the party, toasted a job well done and took Labor Day off! Q: Your career so far has been a string of successes. This is your third position as general counsel of a major company, after serving in that capacity at Sun Life Group of America and U.S. News & World Report. In fact, you've been inhouse for 18 years. What are the things about inhouse law practice that appeal to you most? A: The appeal of in-house practice to me has been the integration of business and law. By being part of the management team, you have a more intimate knowledge of the business and the facts surrounding an issue and can see, actually experience, the results of your collective decision. Q: Of course, the grass is sometimes greener on the other side. In that regard, by way of comparison in light of your prior experience at Morgan, Lewis & Bockius, do you feel there are positive aspects to a law firm job that you miss out on as corporate counsel representing only one client? A: The collegiality of a law firm is hard to replace when you establish a start-up law department or have a small department. You miss the variety of lawyer role models — diversity of styles — available to young lawyers particularly in large firms. But as in-house departments increase in size, the collegial aspect develops. We now have a terrific small firm within our Fortune 500 company. Q: Many women own and love bikes, of course. But motorcycling, and the culture, attitude and showmanship that go along with it, is still largely viewed as the domain of men. Do you experience any additional challenges as a woman representing the interests of what is, in essence, a very masculine company? A: The family of Harley-Davidson riders is ever expanding and ever changing. Our worldwide HOG organization claims over 850,000 members. If you ride or ride with someone, you belong. Our members come from all backgrounds — all walks of life — with one thing in common: the love of Harley-Davidson, a passion for the sport and a welcoming spirit. It is a family unlike any I have experienced. So, are there challenges for me as a woman representing the company? Not really. There is some element of surprise that the general counsel of Harley-Davidson is a woman. Actually, of our 11 in-house lawyers company-wide, seven are women. But by far, the reaction we women at H-D get is great interest. Most people we interact with are so fascinated with the company, its brand and products that the focus is rarely on us as women. They want to know how much fun it is, how cool it is, what kind of motorcycle I own, when did I start riding ... it is lots of fun. Q: Lot's of folks out of law school set out for big cities to find success. What is it like to work in Milwaukee, Wisconsin? What are the advantages to the Midwest as a workplace destination? Do you travel a lot? A: The Midwest is terrific and I love Milwaukee. I will confess I was a little apprehensive about moving here. I even had to check the location on a map! Born and raised in NYC, and living as an adult in Philadelphia, Atlanta and DC, you get spoiled. But we have most everything those cities offer, just on a smaller scale. From three major sport franchises, to ballet, opera, an exquisite new art museum, beautiful beaches, parks and bike trails and lots of winding roads and wide open spaces for motorcycling! There is a sense of community in Milwaukee. You can participate in not-for-profit boards and make a difference. For example, I've been on three YMCA boards and the Milwaukee Metro YMCA is the best — the most engaged in its community, the most vital in its programming and the best run organization. My family also loves being in the city. My daughter's school is wonderful. My husband enjoys his law practice at Foley & Lardner and, as importantly, his motorcycle buddies in the North Shore Riders group. Life is good. Q: At 54, with many years of law practice behind you and even more ahead, what advice do you have for law students, young professionals or lawyers in transition regarding the road - if I may use another biker's metaphor - to happiness in the working world? What would you say to women in particular who may want to pursue careers as corporate counsel of large companies? Should they hit the gas and go for it, or take the nearest exit ramp and turn back while they have a chance? A: I would tell them to observe the road signs but don't miss the scenery — be willing to take detours off the beaten path. And, of course, Ride Safe! Q: What kinds of legal issues arise for you on a typical day - if there is such a thing - as GC at Harley? Do you handle mostly corporate issues? Employment law? Intellectual property? A: There is no such thing as a typical day. Yesterday, for example, my day consisted of the following: a disclosure committee meeting to review our year-end earnings press release; Board and Audit Committee meetings; a conference call to discuss settlement of a lawsuit; an annual performance review; a conference call with a headhunter about recruiting for a general counsel of our financial services subsidiary; group discussion about strategy in a trademark case; and a board meeting at my daughter's school. I missed lunch! Q: In what may have been one of the most novel intellectual property claims ever, in 1994 Harley-Davidson filed a request with the PTO to trademark the sound of its V-Twin engine exhaust saying, and the PTO agreed, that the sound of a Harley bike is like nothing else. But apparently the litigation that arose from that claim went on for years and became so costly the company dropped it. The trademark issue remains loudly debated amongst lawyers and bikers alike. It appears the publicity surrounding the claim was as good for Harley as the trademark itself. Were you involved at all in that fascinating trademark matter? To the extent you can discuss them, what other interesting legal issues are you working with at Harley these days? A: Harley-Davidson filed to federally register the distinctive sound of its V-Twin engines in 1994 before I came to Harley-Davidson. The application was approved by the US Patent and Trademark Office, which agreed that the sound, by itself, identified Harley-Davidson motorcycles and distinguished them from other motorcycles. Intervening oppositions and motions continued for over six years and, in August 2001, the Company announced it was dropping efforts to federally register its trademark of the sound of its motorcycles. Dropping the application was a practical business decision. More than six years had passed since we had filed our application and there was still no end in sight. The process of registering this trademark was becoming more of an issue than the uniqueness of our sound and frankly, we were tired of throwing tens of thousands of dollars out the window in litigation. We spoke with Harley-Davidson owners from around the world and they told us repeatedly that ''there is nothing like the sound of a Harley-Davidson motorcycle.'' We realized that if our customers know the sound cannot be imitated, that was good enough for us. As you also know, we still have trademark rights in the sound even without a registration. Q: The Hogs, the gear, the lifestyle, the mystique, no doubt about it, Harley-Davidson is an American icon. Your customers are like cult followers who have made brand loyalty almost a religion. Could you ever work in another industry or for any other company as corporate counsel? A: Not as much fun! Q: To switch gears a bit (ahem), according to a recent Law.com survey, women head the legal department at only 13 percent of Fortune 500 companies. Is that good enough? Why are there not more women GC? A: No, it's not good enough. But we are working on it. We at Harley-Davidson are doing our part. As I mentioned, seven of the 11 lawyers in our company are women. And two out of our top five executive officers in our proxy statement are women. The next generation will be only better. Q: Finally, who are your personal role models and Law Stars? A: Early in my career these were two women I met who were an inspiration to me. One, Ruth Rosenberg, was a partner at Nixon Peabody (now retired), and balanced a hectic career and five children. I worked for the firm and Ruth the summer after my first year at Penn Law School. The other was The Honorable Phyllis Kravitch who has been a judge on the U.S. Court of Appeals for the Eleventh Circuit since 1981 and senior judge since 1996. I met Phyllis when I moved to Atlanta in 1975. It's interesting that both Ruth and Phyllis graduated from Penn Law School. Today, I would credit my current boss, Jeff Bleustein, as being a wonderful role model.

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