For F. Willis (Bill) Caruso Jr., law was in his blood. Both of his parents, his mother’s parents, and several siblings and extended family members were all lawyers he admired as he grew up in the west suburbs of Chicago. It seemed he was destined to be a lawyer, but Caruso had his sights set on a different career—medicine.
However, once he entered the University of Wisconsin for undergrad and started pursuing the classes that would lead him to medical school, his affinity for the field waned. Despite the fact that he had always excelled in math and science, organic chemistry—a requirement for any pre-med program—just wasn’t working out for him. So he shifted his focus to the obvious one: law. And it just clicked.
“For some people, the law seems very complex and sometimes difficult to understand, but for me, as I was growing up, it was every day dinnertime conversation,” Caruso explains. “The decision made perfect sense.”
After graduating from the University of Wisconsin in only three years, Caruso headed back to Chicago to attend Northwestern University Law School. Upon graduation, Caruso set off on a weaving and winding career in law that would ultimately lead him to the legal department seat at DeVry Education Group, a global provider of educational services and the parent organization of American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Chamberlain College of Nursing, DeVry Brasil, DeVry University and its Keller Graduate School of Management, Ross University School of Medicine and Ross University School of Veterinary Medicine. These institutions offer a wide array of programs in healthcare, business, technology, accounting, finance and law.
What really made you want to become a lawyer rather going into medicine?
For a while, I regretted not becoming a doctor, but the longer I spent as a lawyer, the more I realized this was where I should be. The lawyers in my family have a history of public service, with my father having spent most of his career practicing and teaching in fair housing law. They loved what they did and made a difference. Whatever it is you might want to do at a personal or macro level, being a lawyer gives you an opportunity to change people’s lives and society as a whole in a whole host of ways.
Please tell me about your career path immediately after law school?
I first went to work in Jones Day’s office in Chicago. Their Chicago office had just opened with a group of lawyers and support staff from Isham, Lincoln & Beale where my dad had worked, so it was part of the reason I chose to work there. The Chicago office at the time was a fairly small office of a very big firm, so they had great resources and training, but were very leanly staffed. I was able to do incredibly interesting and challenging work with a lot of responsibility very early.
It was a great experience. They have a new associate group program that allowed new lawyers to go through different areas of law. The office had a great, tight-knit culture, particularly among the younger associates, but we were all working incredibly hard —12 hours a day, seven days a week most weeks.
Then, after a few years, I got a letter cold from a headhunter, and she wanted to talk about a job opportunity—an in-house position at Caremark, which was spinning off from Baxter. While the description seemed too good to be true, I decided to respond after a particularly long and challenging day. After interviewing with the Caremark team, I was particularly excited by the nature of in-house work, particularly the ability to become more deeply involved in the operations of one client. I was brought in as the junior corporate and securities lawyer at Caremark due to my corporate background at JonesDay. Very quickly, I moved into sales and operational support becoming an expert in health care fraud and abuse law and counseling. I also worked extensively on the negotiation of Caremark’s massive settlement with the Department of Justice, HHS and state attorneys general and helped shape the company’s compliance programs and policies before and after the settlement.
It seemed like a great job. What happened next?
I had four in-house jobs and every company I have ever worked for so far has been acquired. At Caremark, we were acquired by MedPartners, a physician practice management company based in Birmingham, AL that was started by several former HealthSouth executives. By the time of the acquisition, I was supporting Caremark’s international businesses, and it was clear that MedPartners wasn’t going to continue in that direction.
So I left and went to AT&T in Chicago as a commercial lawyer to support their entry into local telephone service in competition with local carriers like Ameritech. About three months after that move, AT&T halted local service expansion efforts, essentially eliminating the business I was hired to support. Our Chief Commercial Counsel at the time helped me keep busy with other work, including supporting some regulatory actions, until I was able to move into a permanent role as the principal commercial lawyer supporting AT&T Business Services for the Midwest. In that role, I was responsible for supporting our sales teams negotiating all contracts with businesses for all AT&T services, including telephone, internet, data transport and eventually ancillary services such as VoIP. I was in that position for nine years—until 2006.
Then AT&T was acquired by SBC and SBC acquired Bell South. In the midst of this upheaval, a friend was hired as GC of Andrew Corp. He asked me to help him build the legal group there, offering me an opportunity to lead people, do international work, and shape the commercial legal support function as the leader of the department.
About six months after I got to Andrew, it was acquired by a company based in Hickory, North Carolina. I worked on that deal—all the antitrust issues—and when it closed at the end of 2007, they asked me to stick around for at least a year to help with transition and integration. It was a really great experience, but was not a long term thing given the headquarters location.
How did you end up at DeVry?
As I thought about what I wanted to do next, I realized that it was important for me to work for a values driven organization with a strong vision and mission, and I had no real urgency to move. I learned about the DeVry position, and I was sold on its very strong culture of compliance and commitment to student success. I was able to move into another leadership position, supporting the relatively new GC of DeVry, helping to build and run the department. It has been a great experience.
How has your role evolved over the years?
We have expanded the legal group from five lawyers to eleven, including one in Brazil,and I have taken over leadership of our Ombuds organization I have supported several institutions directly, including our medical schools, supported the establishment and growth of our enabling business and supported several M&A transactions. Our institutions have evolved; our Chamberlain College of Nursing has grown significantly, DeVry University has contracted, we have greatly expanded our footprint in Brazil and we have invested in other parts of the world to continue our diversification. The scope of work has increased as our team and the organization has grown, and the challenges have increased due to economic and regulatory pressure.
What are your best practices for adding talent to your department? How have you gone about it?
I’ve been point on all the hiring we’ve done, from identifying candidates to managing the interview process with our team and presenting final candidates to Greg [Davis, DeVry’s general counsel] as the last step in the process. In the US, we work with our internal talent acquisition team rather than outside legal recruiters.
We believe very strongly that after you find candidates who meet the minimum qualifications for a position, it’s important in the interview process to focus more on a candidate’s fit with the legal team, the organization and our mission and values, rather than focus on pure substantive expertise. We look for team players with a strong client service and solutions orientation.
What are some of your biggest challenges?
DeVry Group operates in a highly regulated industry. The industry is under attack, and DeVry Group itself is under intense scrutiny. Our team has to be focused constantly on helping support our colleagues reach their goals in compliant ways.
I was advised early on by my first GC at Caremark, which was facing similar intense scrutiny, that when addressing questions from business partners, the answer is almost never simply “no”, but is more likely “not that way”. Our discussions begin with asking our colleagues what they are trying to accomplish and why. We then turn to helping them find appropriate ways to get there, or as close to those goals as possible. That said, it’s sometimes hard to do in a highly regulated industry. Our leaders know that and so it means our team has an important seat at the table.
What do you love most about being a lawyer?
I love counseling, finding solutions and teaching. So much of law is really counterintuitive. I see our role not as dictating answers and prescribing conduct based on legal requirements, but instead exploring with my colleagues the background and goals of a particular legal or regulatory regime and how that is reflected in case law and statutes. It’s more than understanding the “yes” and “no” but really getting to the “why” behind it. Once we have a better common understanding of the “why”, we can work better together towards viable solutions.
Please tell me about the mentors you had growing up in your legal career.
Tom Shuman, the GC at Caremark, was a composed and consummate statesmen who had represented Baxter for years. He stepped into a federal criminal investigation as the first GC at Caremark and ultimately guided the settlement of those matters in a way that ensured the organization could continue its very important mission. He never seemed rattled by the enormity of the situation. He built a great team and helped us all focus on the way lawyers should interact with clients as true partners focused on finding common solutions. Robin Charleston at AT&T taught me that a leader’s role is to support the folks on her team. Make sure your team has what they need to be effective, give them autonomy, remove obstacles they may face and be sure they know you do and will support them.
On the business side, Mike McDonald, president of a division I supported at Caremark, was and amazing person. He was incredibly successful from modest beginning and very humble. He had a great ability to maintain very close and genuine personal relationships with his customers and colleagues but still focus on getting the job done and demanding high performance from his team. He welcomed me as a member of his senior leadership team at a very young age when I joined Caremark.
What advice would you give a young lawyer who wants to be senior in-house counsel in a company someday?
While it is cliché, learn the business. When it comes to providing legal support, do it in a way that is focused on being a partner and finding solutions, not just giving answers. It is critical to be able influence the dialog and the direction of projects and opportunities, rather than telling and dictating what can and cannot be done. That requires an understanding of the business and developing close and trusting relationships with colleagues.
Though it can be very difficult for lawyers, you don’t have to talk in every meeting. Assume positive intent and sit back and listen actively to understand your business partners’ motivations and goals. If you develop strong relationships, embrace your role as a teacher and focus on common goals and finding creative solutions, you will be able to influence the direction individual matters and the organization as a whole in very meaningful ways. And, you will be a much more effective lawyer who’s input, legal advice or otherwise, is actively sought.