We take an entrepreneurial and multidisciplinary approach to our clients’ decision-making processes and the execution of their strategic plans. We work together as strategic partners to identify and seize global opportunities for value creation and capture while managing the attendant risks. We reject the bifurcation of the business environment into market and nonmarket components and instead view top management teams and the firms they lead as embedded in an open system comprising not only the firm and the competitive environment but also the broader societal context and the planetary ecosystem. [View the Law Sustainability Graphic]
BSA Advisory Board member Professor Jeffrey Pfeffer is an international expert on leadership, power in organizations, and the ability to create competitive advantage through people. We bring his research and our legal and human resource expertise to bear when helping firms develop winning strategies for promoting employee wellness and success. We pride ourselves on our ability to be active listeners and learners and know that we are not the smartest people in the room. We also recognize that there is no such thing as a dumb question and that the better an expert understands something, the easier it should be for them to explain it to a lay person.
Instead of viewing law and regulation as constraints, we promote strategic compliance management and the use of contracts, intellectual property rights, and other legal tools to win with integrity. We help our clients develop the dynamic capability of legal astuteness, which requires (1) a set of value-laden attitudes, (2) a proactive approach, (3) the exercise of informed judgment, (4) context-specific knowledge of the law and the application of legal tools, and (5) partnering with strategically astute counsel.
The European Union’s $57 million fine levied against Google in early 2019 for violating the EU’s privacy law, coupled with ongoing attacks against Facebook and other social media for how they use their users’ personal data, underscore that concerns about erosion of privacy, “fake news,” and increasing governmental intrusion will only increase as hacking become ever more prevalent and DNA results obtained through ancestry search sites becomes more readily available. Employees at Amazon have already cited the sale by IBM of punch card machines to help the Nazis during the Second World War calculate the most efficient routes to send “undesirables” to the concentration camps” as a cautionary tale. Increasingly, companies are called upon to monitor the use of their products, whether it is the use of commercial aircraft to separate illegal immigrant families seeking asylum to providing massive cloud computing services to enhance facial recognition for drone strikes and police arrests. Bagley Strategy Advisors works with firm leaders, investors, employees, and stakeholders to examine the ethical and moral implications of technology ranging from the AI in self-driving vehicles to cloning and designer babies. Advisory Board member Dr. De Lanerolle brings to bear his extensive experience and wisdom in neuroethics, philosophy, and religion, which complements Mr. Dacier’s deep knowledge of computer and software technology and his current sustainability work at IndigoAg using plants’ natural microbiome to improve yield and hardiness without using genetically modified organisms. Founder and CEO Bagley has taught multiple master classes at Microsoft, covering topics ranging from antitrust, intellectual property, privacy, and contracts, to cross-marketing. She has also worked with a variety of tech start-ups and their investors, including a disc-drive manufacturer, the developer of one of the first portable sonogram machines, and a gaming entrepreneur successfully negotiating his first distribution deal with Electronic Arts.
The ability to “win with integrity” is critical to enduring success in business, the nonprofit sector, and government, making strategic compliance management a valuable dynamic capability. BSA offers multiple master classes and renders collaborative advice at all levels of organizations—starting at the top with the board of directors—on ethical decision making, the exercise of informed judgment, the appropriate delegation of authority, and the crafting of governance structures tailored to each client’s risk profile and value proposition. The common theme: we don’t lie, cheat, or steal. Neuroscience research shows how plastic the human brain is. Once an individual lies once, it is easier psychologically to lie the next time. So if what you want is a hired gun, you have come to the wrong place. We are not the firm for you. The fact that others engage in shabby behavior is no excuse. We would rather lose a deal or a client than our soul. (Having Dr. De Lanerolle , a neuroscientist whose accomplishments include serving as the Chaplain of the Episcopal Church at Yale University on our Advisory Board, helps keep us on the straight and narrow.) Instead, we work with our clients as strategic partners to help them meet, if not exceed, the high ethical standards and societal expectations today’s stakeholders demand. In the words of Judge (the U.S. Justice) Cardozo, we understand fiduciary duty and the need to go beyond the “mere morals of the marketplace.”
To provide just one example, creating a non-toxic work and study environment free of discrimination, harassment, and bullying is critical for creative thinking and human and institutional well-being and success. (Just take a look at Advisory Board member Jeffrey Pfeffer’s Dying for a Paycheck for the undisputed research behind this statement.) Consider all the harm (psychological and economic) surfaced by the #MeToo movement. We don’t prey on the weak or countenance those who do. BSA Founder and CEO Bagley is proud to have, in the words of Dean Edward Snyder, “played a leadership role in developing Yale’s University-wide policies and procedures on sexual misconduct.” In recognition of her service, former Deputy Provost Frances Rosenbluth stated: “The appreciation of your work is genuine, deeply felt, and widespread. You have made an enormous contribution to the health of this University.” After interviewing key administrators, faculty, and students at the Yale Medical School and reviewing relevant survey data and research, Bagley also developed an innovative interactive program “Professionalism in Surgery,” which she presented at Grand Rounds in Surgery. BSA looks forward to working with clients to codevelop and deliver master classes and to craft governance structures tailored to their needs. Having Paul Dacier and his deep experience in corporate governance and Elizabeth Smith and her extensive expertise with ethics and compliance on the BSA Advisory Board available to assist gives BSA an added edge over our competitors.
Representative clients include Hewlett-Packard Corporation, Stanford Law School Directors’ College, and the Young Presidents Organization University for Presidents in Hong Kong and the Czech Republic.
The ethical business leader’s decision tree is a tool leaders and advisors can use to evaluate whether a proposed action is ethical.
Bagley Strategic Advisors has extensive experience representing financial service firms, including broker-dealers, investment advisors, insurance companies, investment banks, private equity firms, and venture capitalists. Founder and CEO Bagley served on the National Adjudicatory Council of the Financial Industry Regulatory Authority and was a securities law partner at the law firm Bingham McCutchen LLP before joining the full-time faculty at Stanford Graduate School of Business where she taught legal aspects of funding businesses. BSA also works with large and small private and public firms raising debt and capital from public and private sources through the issuance of founders’ stock, SAFE notes, unregistered common stock sold to family and friends and to angel investors, preferred stock offered to venture capitalists and other institutional investors, and offerings of stock in initial public offerings and of publicly traded debt. It also consults with companies concerning the appropriate design of equity compensation arrangements and the relative attractiveness of going public versus selling a company or growing by acquisition (topics discussed in detail in The Entrepreneur’s Guide to Law and Strategy 5e). Founder and CEO Bagley and Advisory Board member Paul Dacier have taken multiple firms private and represented buyers, sellers, top management teams, and directors in large and small mergers and acquisitions, including in the case of Mr. Dacier EMC’s acquisition of VMware and EMC’s merger with Dell Technologies. As head of investor relations at Texaco, BSA Advisory Board member Elizabeth P. Smith played a pivotal role designing and executing the strategy that thwarted Carl Icahn’s proxy contest to break up the firm. It included working closely with institutional investors as well as setting up events with CEO James Kinnear to which any shareholders owning at least 100 shares of Texaco stock were invited to meet the executives and discuss the board’s vision for the future.
Representative clients and transactions include:
BSA’s Founder and CEO Bagley has taught award-winning master classes in Yale’s Executive MBA Program for Leaders in Healthcare tailored to the special needs of physicians, hospital administrators, scientists, and executives in pharmaceutical, medical device, health insurance, and other healthcare companies. BSA offers strategic advice and classes on multiple healthcare-related topics, including intellectual property protection, licensing, and open innovation regimes like the EU Innovative Medicines Initiative and the international efforts to combat antibiotic- resistant bacteria; antitrust and competition law considerations; hospital mergers; and combining long-form contracting with relational governance to enhance the parties’ satisfaction with project outcomes. BSA Advisory Board member Dr. Nihal De Lanerolle is an expert in neuroscience, including drugs to treat epilepsy. Dr. De Lanerrolle and Founder and CEO Bagley are experts in pharmaceutical public-private partnerships, including projects sponsored by DARPA and BARDA. BSA’s other consulting clients range from established leaders like CVS Health (which completed its $78 billion acquisition of Aetna in November 2018) and global medical device manufacturer Colson Associates (headed by Robert Pritzker prior to his death in 2011 and currently chaired by his daughter Karen Pritzker) to a startup spinning out technologies capable of detecting and removing a single cell of bacterium from a small sample of a liquid pharmaceutical or other fluid in a fraction of the time required by traditional methods. Other clients include the leading healthcare nonprofit The Henry J. Kaiser Family Foundation.
Research shows that firms are more likely to avoid compliance failures and to enhance sustainable realizable value when their managers are legally astute and are advised by strategically astute lawyers. Strategically astute lawyers take professional pride in their ability to “see around corners,” to develop strategies and tactics that further business success while meeting the societal expectations embodied in the letter and spirit of the law. We help firm leaders and general counsel create a civil workplace free of bullying and harassment and remind them of what Joe Heller told Kurt Vonnegut, “I have something the billionaire will never have: ‘The knowledge that I’ve got enough.’”
Client engagements include a master class celebrating the 75th anniversary of the founding of Arias, the largest law firm in Central America, another in Russia as part of Kovalev’s Readings at University of the Urals, and a third at the Practicing Law Institute’s Corporate Counsel Institute in New York.