In this episode of Women @ RopesTalk, hosted by health care partner Christine Moundas, co-chair of the firm’s anti-corruption and international risk practice María González Calvet interviews Shana Cappell, senior director and chief anticorruption/investigations counsel at PepsiCo. Shana talks about the differences between being in-house and outside counsel, comparing her current role to the years she spent in private practice. She shares PepsiCo’s approach to compliance and how she ensures that colleagues don’t see compliance as the department of “no.” In thinking about her own career, she reflects on how the practice of law has changed over the past 20 years.
Christine Moundas: Welcome, and thank you for joining us on our latest installment of Women @ RopesTalk, a podcast series brought to you by the Women's Forum at Ropes & Gray. In this podcast, we spotlight extraordinary women with successful careers and interesting lives, and who are also making a positive impact in their workplaces and communities. We feature women attorneys at Ropes & Gray in conversation with prominent women clients, industry leaders, entrepreneurs and others. The podcast centers on these prominent women’s careers and what's led to their successes, the challenges they’ve faced, and the hard-earned wisdom they've acquired. I’m Christine Moundas, a health care partner at Ropes & Gray and co-head of the firm’s digital health initiative. On this episode, I’m joined by my colleague, María Calvet, who’s based in D.C. María, would you mind introducing yourself and providing a brief overview of your practice?
Christine Moundas: Who’s the special guest you’ll be interviewing on this episode?
María González Calvet: I’ll be interviewing Shana Cappell, the senior director and chief anticorruption/investigations counsel at PepsiCo.
Christine Moundas: How’d you and Shana meet?
María González Calvet: Well, interestingly, our paths have overlapped for many, many years, but we didn’t realize that until Ropes & Gray had the opportunity to share our perspectives on recent enforcement trends and investigations, in particular, in Latin America, but in many of the other jurisdictions where PepsiCo operates. As it turns out, during that meeting we learned that Shana and I both started our careers at the same firm and have been working in the same space for many, many years.
Christine Moundas: That’s great. And what would you say is most notable about Shana’s approach to her work?
María González Calvet: It’s very difficult to manage corruption risk and avoid being perceived as the department of “no.” When you have the responsibility of protecting the company, like we do for our clients, it sometimes means having difficult conversations with your business colleagues. And I think the most notable thing about Shana’s practice is that she really does view herself, and her colleagues view her as well, as a go-to resource to help solve the problems and navigate risk in a productive way. She’s really a trusted partner for the business professionals at PepsiCo and that says a lot about the integrity with which she approaches her work and the way that she really views the business needs and realities, and tries to solve problems in an ethical way, but at the same time, in a way that is sensitive to the commercial realities that PepsiCo faces.
Christine Moundas: Excellent. Alright, well with that, I’ll turn it over to you and Shana.
María González Calvet: Shana, thank you so much for joining us today. Can you start by introducing yourself and your career trajectory to our listeners?
Shana Cappell: Sure. Thank you, María, for having me here today. My name is Shana Cappell, and just so that you know a little bit about myself, my educational background is really based here in New York. I went to Barnard College, which is a liberal arts college for women within Columbia University, and then I went to Columbia Law School where I got my law degree. After law school, I then spent 20 years practicing law and I am a litigator by training. I'm a lot more than just a lawyer, though. I'm also a wife and I'm a mother of three daughters, and I live in White Plains, New York in Westchester County. So I started out my career at a law firm, where I went to Morgan Lewis & Bockius. And there I was in the litigation department, but I bounced around a little bit before I chose the practice group that really appealed to me. I had started out doing a lot of securities litigation—I'm probably going to show my age when I say this was in the time before FINRA, back when we had the NASD and New York Stock Exchange—and I eventually shifted from there to white collar litigation, which is really where I found the love for the type of law that I practice today. Around five years ago, I made the transition from outside counsel to in-house counsel where I'm currently at PepsiCo. And at PepsiCo, I am a subject matter expert in a particular area of the law where I focus on anti-bribery, anti-corruption.
María González Calvet: Thank you so much. In the anti-bribery and anti-corruption space at Pepsi, do you have a global role?
Shana Cappell: Yes. I actually am part of our compliance department, which reports into our general counsel. Our compliance department has both sector roles and global roles, so I oversee our anti-bribery and anti-corruption program and I really push out our global initiatives to all of our businesses across the globe. As part of my role, in particular, I oversee our anti-bribery training; I conduct investigations relating to potential issues of corruption; I oversee our third-party due diligence. In particular, I look at M&A transactions from a risk perspective relating to corruption. And I also have the opportunity to do risk assessments of our various businesses, which gives me a very good bird’s-eye view of how our company works and takes into account the distinctions from country to country.
María González Calvet: Given these very surreal and unique global times and challenges, are there any recent developments or issues that have been particularly interesting or challenging for you and the team at Pepsi?
Shana Cappell: PepsiCo, itself, is a very large company. We're a Fortune 50 company. We specifically manufacture—make, move and sell—foods and beverages. We operate in over 200 countries. We've got close to 300,000 employees worldwide. And so many billion-dollar brands that are household names to people around the globe. Just to name a few: Pepsi (it's in our name), Lays, Doritos, Cheetos, Mountain Dew, Tropicana, Gatorade, Quaker—a very diverse portfolio. With that diverse portfolio and so many countries, there are always challenges that are arising. And, particularly, in the world of COVID, those challenges become magnified, but I would say that I'm very proud of the company that PepsiCo is. We were recently named one of the world's most ethical companies by Ethisphere for the 15th year in a row. So I do have faith in my colleagues and the employees in this company and I trust our company, but I always worry about the impact of COVID on people's decision-making and my need, in a compliance role, to just ensure that we continue to do business the right way. And I also worry, just from a very personal perspective, in order for me to do my job well, I need to be kept abreast of all of the most recent decisions and regulatory guidance. This is an area of the law that is constantly in flux, and the Department of Justice is always issuing new guidelines that send compliance departments running in every direction, so it's certainly an exciting time to practice anti-bribery law, but there's always a challenge to myself to make sure that I'm benchmarking with companies, I'm attending conferences, I'm participating in those panels to make sure that I'm keeping up with the latest, as it relates to the Foreign Corrupt Practices Act, which for me is really the bread and butter of what I do.
María González Calvet: Well, congratulations to PepsiCo for the Ethisphere recognition. That's a huge honor and it tells us a lot about how well your team has been managing these compliance issues both recently and long-term. What would you say some of PepsiCo's keys have been to succeeding in this space and with the very large portfolio that you all have?
Shana Cappell: I think it's what we refer to as our “Power of One” approach to sales, which really combines great beverages with great snacks. We have an opportunity to have such a diverse portfolio so that when we come to potential clients, we can offer them so much. We have what we call the “PepsiCo Way Philosophy” and there are various different pillars to that philosophy, but the ones that I'm particularly proud of, and which I focus on, are raising the bar on diversity; voicing our opinions fearlessly; and acting with integrity. For me, in particular, having one of our values being "acting with integrity" means that our compliance and ethics program is something that's living and breathing, and is constantly at the forefront of discussion within our company.
María González Calvet: Absolutely. It’s so important to be involved in the practice in a space, and in a way that can feel consistent with your values. What was it that attracted you to practicing in the first place? Taking it a step back, if we could.
Shana Cappell: Well, I've always loved to debate, but law isn't just about arguing for the sake of argument. What I always enjoy is being able to focus in on the details because it's the details that will allow you to support a new viewpoint and support an argument. And for me, litigation was a natural fit.
María González Calvet: I remember being in law school and talking to folks who were interested in transactional work, and I have to say, I was a litigator through and through from the very beginning. I sort of knew that about myself.
Shana Cappell: Yes, exactly.
María González Calvet: What would you describe as one of your biggest wins, or one of your proudest moments? Of course, with a career that spans over two decades, I know that's going to be a tough question for you to answer, but if you could pick one win, what would you choose?
Shana Cappell: I don't know that it's a specific moment in time, but I've had two very distinct times in my career. One was where I was outside counsel and one is in-house counsel. And for me, I think, it was a proud moment once I was in an in-house counsel role and I began to feel like I was a part of the business. What's very unique, as an outside counsel, is coming in, swooping in to resolve or investigate a situation, resolve it through some proposed remediation, and then you swoop out as quickly as you came in. In the in-house role, there's more continuity and there's more appreciation of how the recommendations and the remediations that you're suggesting will actually impact the business, so you need to make sure that they are justified and that they will work. And because we're not just leaving at the end of investigation, or the end of the case, we get to actually see the practical ramifications and effects of what we implemented. So to me, one of the proudest moments is simply being able to build on the experience that I've gotten and to actually understand the foundationals of the business, and to really build an excellent and award-winning anti-bribery, anti-corruption program to support that business. I feel like in many companies, compliance is viewed as the department of "no." And my goal, which at PepsiCo has been to, rather than be the department of "no," to be the resource, actually, where people come in order to make sure they can do it and do it the right way. That's been a real win for me, as I see that slow progression over the years.
María González Calvet: It's so important the distinction that you identified, too, between the in-house counsel role versus the external counsel role. As you and I have discussed, I've had both. And one of the things that I remember from being in-house is how invaluable it is to have strong relationships with the business counterparts, particularly in large, multinational, matrixed organizations like PepsiCo and my former employer, as well. Can you talk a little bit about the value of relationship-building and maintaining those relationships in your own career—how you build them and how you preserve them?
Shana Cappell: I think relationships are the bedrock of any successful career—both individually, for a person's success or personal success, and also for programmatic success. In order to push my agenda at PepsiCo, I can't just do it from my perch. Just given the sheer number of individuals in our company, we need compliance ambassadors to help push out the agenda. And beyond just compliance ambassadors, we need our sister assurance functions to really be our eyes and ears on the ground because they're much larger than our smaller compliance departments. So relationships are everything in order to get the agenda done at the end of the day. But that's also different than success on an individual level—that is really made up, for me, of individual relationships. When I came to Morgan Lewis, where I started my career and the bulk of my career—I was there for 15 years—I was really very lucky to have a core set of strong female role models. I was in the white collar litigation department in a New York law firm and in an area that's traditionally dominated by men, and I found myself actually surrounded by very impressive women partners, and a woman who actually chaired the department at the time. I do thank them with putting me on a path for success.
María González Calvet: What would you say was the most important piece of advice that one of those women has given you?
Shana Cappell: It's definitely "be flexible." You can't always predict what life has in store for you. I actually thought I was going to start out my career as an environmental lawyer, and within a couple of years, the environmental litigation practice group really fizzled, I should say, and I needed to pivot in such a way. As I mentioned earlier, I ended up originally in some securities litigations areas, which didn't really appeal to me. And I did eventually find my area where I excelled. I think it's a fine balance between being flexible and then being overly flexible—you need to have flexibility, but with parameters that are clearly set and defined for you, because otherwise you can get bounced around and tossed in the wind. Sometimes I think women, in particular, suffer from this need to be very agreeable. Agreeableness will get you only so far, but it will also get you the worst assignments that nobody else wants, or being put into the department that nobody really cared to volunteer for because that was what was left over. So I think flexibility is important because things don't always go the way you anticipated, but you also need to take some ownership of your career and make sure that you're making choices throughout the way.
María González Calvet: I couldn't agree with you more. So in addition to flexibility and ownership, which I do think go hand-in-hand, is there any other piece of advice that you would offer women who are getting started in their careers?
Shana Cappell: For sure. I have benefited from the many women who came before me and who really paved the way in law. I started my career in the early 2000s. I was a summer associate in 2000. Things have changed so drastically from the times of Ruth Bader Ginsberg being unable to get a job after graduating law school, but I still think it would be surprising for people to hear even how things have changed in the last 20 years. I remember, as a summer associate, actually going on a last-minute court appearance with a female partner, and she said to me, "Hold on a moment, I just need to go change." I looked at her, she was wearing a lovely pantsuit, and I said, "Why?" And she said, "Oh, well, this judge has local courtroom rules that require women to wear a skirt when they're appearing before him." I remember just being so surprised that, in the year 2000, there could be still something like that on the books. But what I would say to women starting out their careers now is that I think that over time, you'll see people will start the first year law school class and it'll be pretty much 50-50 split gender—men and women. By the time you get to the mid-level associates or the senior associates and certainly the partner level, the women's participation starts to lag, and I think women get put off by that, or by the long hours, the lack of the work/life balance. And I would just say that today there's a lot of opportunities in terms of remote work, and capabilities that just didn't exist even 20 years ago of Zoom document review from home. I can do investigations from my home instead of having to travel halfway across the world to India and be away from family for a week at a time. So I think there are new opportunities that exist for women to stay in high-powered positions, or to be in an in-house position that requires a lot of time away where you don't need to make those choices as starkly as you used to. I'm also lucky enough to be in a company today where we are proudly able to bring our whole self to work, and there is an expectation that we do so. So you don't have to hide the fact that you have a personal life—instead, you can take pleasure that you have a spouse, or you have a family.
María González Calvet: That's great. And I know that for those of us who started our careers in the early-2000s, you and I are contemporaries, those relationships with other women and role models who mentored us and guided us were so critically important. How have you been able to pay it forward and mentor other young women who have come after you?
Shana Cappell: So definitely at PepsiCo, I've had the opportunity to manage women—both lawyers and paralegals. I've had that opportunity for that hands-on experience, which has been really gratifying. In particular, though, I have committed to a program at PepsiCo where I will be coaching and mentoring a group of women, cross-functionally, on various topics just to make people feel comfortable. That is really the goal. Whether it's negotiating promotions, or dealing with difficult interactions, or managing up—which is always, I think, a difficult issue that women, in particular, have to deal with. So I look forward to that opportunity.
María González Calvet: That's exciting and may even answer my next question, which is: Are there efforts or successes at PepsiCo that you would point to regarding diversity and inclusion that you're particularly proud of, that you've participated in, or that the company's doing really well that you think our listeners would benefit from learning from?
Shana Cappell: Definitely. The immediate response to that is yes. Diversity is very important at PepsiCo. It's even more important, I think, within the law department. We actually have a diversity/inclusion mandate when it comes to hiring our outside counsel. There is a questionnaire that outside counsel have to complete, and they need to meet a minimum number of questions and get a minimum score in order to be considered for hire. And then the teams that are used to make up our counsel have to, then, reflect a certain level of diversity, so we're definitely committed within the law department, and within compliance and ethics. But when you said that question, something that really just pops into my mind—it must have been maybe a month or two on the job, and I remember going into a meeting. I was sitting down, it was a very senior-level meeting, and it was going to be with the chief compliance and ethics officer of the company, our chief auditor, and our controller. I didn't know who they were—the chief compliance officer I knew because that was my direct manager, but I'd never met the chief auditor, I'd never met the controller. I didn't really know what to expect—I sat down and I looked around, and every one of them was a woman. It was such an incredibly powerful moment for me, and I just felt so proud to be working at PepsiCo—that I was sitting in this room filled with senior-level executives, and they all looked like me.
María González Calvet: That's phenomenal and, frankly, so rare in our profession and in our area of expertise, in particular. So what a great crew for PepsiCo. I'm going to ask you a question that might be a little far afield, but now, given all of your experience, given all of the successes in your career and the trajectory that you've been on, what would you say, if you had the opportunity to go back and have a conversation with that young woman at Barnard—what would you say to her?
Shana Cappell: Well, I started out this podcast by saying I went to Barnard, which is an all-women's college. I was very lucky enough to have four years of powerful discourse by impressive women telling young women that we could achieve and we could really do what we want. So I feel like I came into this career with such a strong foundation and such a powerful appreciation of my self-worth and my self-value, but what I would say to my younger self is to not be so hard on myself when there are competing concerns because I think there's this view that we can do it all and we can have it all, and I think that's true, but it does come at a price. So what I would just say to a younger version of myself is to not be so harsh, and to really take things as they come, and to really take the moments where there have been success and be proud of them, and not beat yourself up when there are moments that aren't as grand.
María González Calvet: Thank you so much, Shana, that's great advice both to your younger self and to all of our listeners. It's been a real pleasure.
Shana Cappell: Thank you.
Christine Moundas: María and Shana – thank you both so much, that was a fantastic discussion. And thank you to our listeners. For more information about Ropes & Gray's Women's Forum and our women attorneys, please visit www.ropesgray.com/women. You can also subscribe to this podcast wherever you listen to podcasts, including Apple, Google and Spotify. Thanks again for listening.
For more information or to contact Shana Cappell, please visit her LinkedIn profile.
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