Women @ RopesTalk: Conversation with Karna Nisewaner, Cadence Design Systems

April 26, 2023
28:17 minutes

On this episode of Women @ RopesTalk, hosted by IP transactions partner Megan Baca, IP transactions counsel Emily Karlberg interviews Karna Nisewaner, the general counsel of Cadence Design Systems. Karna describes her path from engineering student at Princeton to GC at an innovative software company where she can “geek out on technology.” As a leader, she describes her approach to managing teams, including an important lesson learned early in her career. Reflecting on the value of lawyers on business teams, Karna shares some advice about listening, while also recounting how a run for the local school board helped sharpen her business skills.


Megan Baca: 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 who have had successful careers and interesting lives and are also making a positive impact in their workplaces and in their communities. We feature women attorneys at Ropes & Gray in conversation with prominent women clients, industry leaders, entrepreneurs and others, about their careers and what’s led to their successes, the challenges they’ve faced, and the hard-earned wisdom they’ve acquired. I’m Megan Baca, a partner at Ropes & Gray with a practice focusing on intellectual property and technology transactions, and I’m also the co-head of our firm’s digital health initiative. I’m based in Silicon Valley. On this podcast, I’m joined by my West Coast colleague, Emily Karlberg, who’s based in San Francisco. Emily previously did an episode of Women @ RopesTalk with Katerina Novak from Viking Global Investors, which was a fantastic conversation, so I’m so thrilled she’s returned for another podcast. Welcome back, Emily. To kick things off, why don’t you first re-introduce yourself to our listeners and remind us of the focus of your practice?

Emily Karlberg: Sure—I’m Emily Karlberg. I’m in the Ropes & Gray strategic transactions group in the San Francisco office, where I primarily focus on IP transactions and representing private equity investors and strategic acquirers in structuring and negotiating technology acquisitions and the IP aspects of complex carve-outs and divestitures.

Megan Baca: Great—that sounds interesting and very Silicon Valley appropriate. Who is the special guest that you’ll be interviewing on our podcast today?

Emily Karlberg: Today, I’m speaking with Karna Nisewaner, the general counsel of Cadence Design Systems.

Megan Baca: That’s great—I’m so excited. What would you say is most notable about Karna’s career?

Emily Karlberg: I was most struck by how Karna has been able to engage with her community in addition to her high-powered general counsel job. She’s really taken on roles and experiences outside of the legal field, but she was able to speak to how impactful those experiences have been in her career—it was really interesting.

Megan Baca: Fantastic. So, with that, let’s hear your interview with Karna.

Emily Karlberg: Hi, Karna—it’s so nice to chat with you today. To start us off, can you take us back a little bit and describe how you decided to go into law and what drew you to technology and the IP side of things?

Karna Nisewaner: Law wasn’t where I started. I started going to college to be an engineer, and I studied engineering at Princeton—my senior project was building an autonomous vehicle. I loved technology, but at the time, I thought, “I don’t know that I want to actually code or be a programmer,” so I didn’t know what I wanted. I went to Singapore, and I taught computer programming there at a Polytechnic for a year—C programming and some basic electronics—and I realized, “No, I don’t want to be a teacher.” So, then, I applied to law school, because I thought being a lawyer would give me a chance to stay engaged with technology but also be able to make a living. I went to UCLA for law school—it was a ton of fun. Then, I joined a firm and was a patent lawyer for a number of years, and I got to learn about all the new things that were being created—I got to learn about technology, and that was super fun. Then, I thought, “This firm isn’t the right place for me, and so, maybe if I go to a company, that’ll be cool.” I went to IBM, which was really cool—they have so much great technology. But I had moved to the East Coast with them, and I’m a California girl and I wanted to come home, so at the time, I thought, “Let me find a California-based company to work for.” Then, I worked for Intuit, which makes tax software, and that was really cool, but I didn’t see a lot of opportunity for me to grow, to manage people, or to have more to my career. So, then, I said, “Where can I go?” I got this offer for this company called Cadence, and at the time, I didn’t even know what or who Cadence was—and then, I started here, which was about 12 years ago, and it was amazing. This was a company that was all about technology for technology’s sake. We’re a company that’s 90% engineers, and, for me, that was really cool because I found my home. I found the place where I could totally geek out on technology and learn and hear about what was going on that truly was the bleeding, cutting-edge of technology, and where everybody thought, “Karna, you’re just like us. We really like you.” So, I found my home here, doing open-source software and patents, and working with a lot of the different business units.

What is the technology that Cadence creates? We create the software that’s used to design semiconductor chips. Every single device you have that has electronics in it, those electronics were likely designed, verified, and tested with our software—so, without the Cadence software, none of the technology in the world today would exist. Not to say that we’ve created all that technology, but our tools are instrumental to that, and, for me, that was really cool, because I felt like I was part of something more and something bigger. I’ve had almost 12 years now at Cadence, where I continue to take on more responsibility. I started really in that patent IP space, but then I took on litigation in employment, then commercial contracting, then government and trade compliance, and then about six months ago, I became the general counsel here. It’s just been a wonderful time at a wonderful company that just continues to innovate and create great things.

Emily Karlberg: That’s fantastic. It sounds like you got into exactly the right spot for your background, and to meld the legal and engineering components and your interests, really. You talked about how you started in the open-source and patent space. How did that progression work for you up to GC?

Karna Nisewaner: I’ve always kept a little bit of that as part of my background, but I basically said to my manager, “I'm a little bored. I want to do more.” And so, he said, “I need help with this group. Why don’t you take it on?” I feel like, throughout my career, people have basically just invested in me. They’ve said, “You’re smart and capable—you can figure it out. Even if this isn’t something you know, even if this isn’t your subject-matter area of expertise, that’s fine—you’re smart enough to figure out how it works.” A little bit of me feels like that’s the engineer in me—I figure out how things work, then I figure out how to do them, and so, that allows me to work across different spaces. Now, am I an expert in any of those other spaces? Absolutely not. I have amazing people who work for me, and they’re the ones who are the experts. I just need to know enough to be able to work with them, to hear what they’re saying, and really to be able to advise them. I have all these experts in various, different subject-matter areas who do the work—my team now at Cadence is almost 45 people. That expertise and my delegation of responsibility to the team to be the expert is what allows me to oversee so much, because you can’t know everything and you can’t do everything, but if you have people who can help you, then you can broaden even further. I think that was really the most important lesson I learned early in my career of managing people, is that you really have to have trusted people you’re working with, people that you can rely on to give you the great advice, where you can say, “That’s what I should do,” and believe them. But then, you also have to add value to that relationship, and I add the connection to others at Cadence—I add the, “What is our strategic focus? How does that align or direct us in one direction or another?” I’m providing a benefit to them that they are often really appreciative of, and I get this benefit from them of the expertise that I’m definitely very appreciative of. And so, in order to be a great leader, manager, or general counsel, you really have to have great people that you’re working with that trust you and that you trust, because that’s how you’re able to do so much more.

Emily Karlberg: Right—learning those skills of being able to delegate to trusted team members and collaborate are so critical in your job. To switch a little bit over to another topic, there’s been so many developments in the technology, software, and semiconductor industries lately, particularly with the CHIPS Act and the recent bank failures. Can you speak about whether those developments have had a positive or negative impact on your role in the company?

Karna Nisewaner: I’m going to say: They’ve been pretty neutral to us as a company. The one thing that has impacted us is the addition of regulations with respect to China around the semiconductor industry, because those are things that we have to manage. I now have a government and trade compliance team where previously there wasn’t a large team there, because it’s really important for us to comply with all those regulations, and that takes time, knowledge, and energy. And so, that’s been where we’ve had to understand those impacts and manage them, but they, frankly, for us, had a very limited and manageable impact. We’ve had to release new versions of our software that are for certain markets because of the regulations, but we were able to do that—we were able to manage the impact. When it comes to Silicon Valley Bank, one, the Feds have made everyone whole, so there really shouldn’t be an impact. And, we’re a really large company: A $50 billion market cap; $4 billion is, I think, our expected amount of sales this year, and so, we don’t bank with them. Instead, for me, what was so fascinating is, the week before, we had just announced our effort with the Royal Bank of Canada (RBC) to do this $50 million fund, where we were investing $50 million in RBC for them to invest in low-income communities, underrepresented communities, and into women’s businesses around the world. At the same time there’s one bank imploding, we’re saying, “Here’s $50 million to give loans to people who really need it.” We’re just a really stable company, and maybe a little conservative in what we do, but that has served us well. And that’s why I think we are so successful, is that we have a whole bunch of really smart people who are continuing to drive innovation. Thirty-five percent of our revenue we reinvest back into the development of our technology, which is so much higher than most companies. We’re not a first mover—we’re not the first people to go out and say, “Let’s try this crazy new thing.” Instead, we are very slow, steady, and measured, and I think, for me, part of what I love about Cadence is that it reflects me: a little bit of fiscal responsibility, a little bit of nerdy—and I think that combination is just incredibly successful.

Emily Karlberg: Yes, absolutely. And what a cool initiative with RBC. You’ve been the GC now for six or so months. What are you enjoying most about this role?

Karna Nisewaner: Honestly, what I’m enjoying the most is being a part of the executive management team and getting to be part of those conversations about the direction of the company, about the different initiatives that we’re looking to do, and about how we can help continue to drive the company forward in a positive way. When you’re in the room in those conversations, and you feel like you can add value, it just feels really good. I can really lean deep into my advising role, because that’s, I think, what I love most about being a lawyer. It’s not all the paperwork. It’s not approving things. It’s really advising. And now, I can advise our CEO, then take that information, take what we’re discussing, and really help share it with my team to help make it more transparent to them: “What is the direction? What are we supporting? And so, what should we be doing going forward?” Because you don’t always get that sense of direction, but when you’re in the room deciding the direction, you definitely know what it is.

Emily Karlberg: Yes, absolutely. You must have formed so many important relationships and trusted collaborations in your long-term career. Can you talk about what some of the most important relationships are and how you went about building and maintaining those, both at Cadence and externally?

Karna Nisewaner: I will say, for Cadence, having been at the company so long and having been a legal business partner to all the different R&D units at one point, to the sales organization, and at one point even to who is now our CEO, I got to build those trusted relationships by doing a really good job. I think, fundamentally, the most important thing is: You just have to be excellent at the work you’re doing—that’s your table stakes. When somebody has a problem, you help them solve it—you help them figure out a solution. If you do that year after year, and they know that they can trust you, they know that they can come to you, then they really want to work with you—they want to share with you before something becomes a problem. All of the members of the executive team, I’ve worked on and off with for almost a decade, and so, that really helped me transition into the role well, because they knew me, liked me, trusted me, and so, they would listen to me. So, for me, it’s saying what you’re going to do, doing it really well, and communicating—those are the fundamental pillars for anybody in any career. You may think, “There’s this great opportunity,” or, “I should talk with this person,” but at the end of the day, relationships are built sometimes through time, through those experiences working together through things, and through listening. Many people say to me, “Now, I’m partnering with the business, but I feel like I’m not doing anything. I’m just sitting here, listening to people, and they’re talking about things that have nothing to do with my role.” And my response to that is, “The most important thing you can do is just be there in the room, listening, because slowly you’ll learn and understand what’s important to them. Why are they focused in a certain way? What are they thinking of doing next?” Then, when a legal issue comes up, you have that context, background, and understanding that allows you to help them navigate in a smart way instead of coming from the outside and just saying, “I think we should do this,” but not understanding the impact or the implications of that on this broader strategy. So, I do think being in the room, listening, working closely with people where maybe you’re not actually doing anything but you’re just there, is really important, because you learn so much through non-action, and it’s really hard. My whole career has been about creating work product, making something tangible like providing specific advice, so sitting and listening just to understand is really irksome—you feel like, “What am I doing?” But you have to look at that bigger picture about what you gain from that experience of listening and how you’re going to use that to help in the future. I still sometimes feel like, “I'm not creating enough work product,” but I am, and my team is. I still feel that way because that’s how you think you’re judged—you’re judged on what you create, not on just chatting with people.

Emily Karlberg: What about external relationships? I know you’ve been at Cadence for more than a decade, but how about how your external relationships have changed and impacted you throughout your career?

Karna Nisewaner: I feel like some of the best external relationships I have are with former coworkers that I keep in touch with. I have one former coworker who’s a GC who, every month, we try to have lunch together, where we can just talk about where we are in our careers and what we’re doing. I feel like it’s so important to have those relationships with people outside of your day-to-day, who you can bounce ideas off of, who you can talk to about how things are going or not going, who can commiserate with you when things are frustrating and celebrate with you when things are well. And so, I do feel like the longer I’ve spent in my career, the more people I’ve worked with, so the bigger that network of former coworkers has grown. I’ve also been involved in a variety of different organizations that have introduced me to other women and have introduced me to other lawyers. I really appreciate those relationships, as well, because they’re people who genuinely want me to be successful and who I genuinely want to be successful, and so, we can help each other out, we can help each other be more successful, and that’s felt really good, as well.

Emily Karlberg: Yes, that’s incredibly important and gives us a nice segue into the next topic. So, you’re very active in your community. I think you have children and are engaged in the school district. How do you balance a busy career with your family? Do you have any advice for working parents who are trying to develop and build their careers? And then, we’ll get into more of your community initiatives and things you’ve done over time.

Karna Nisewaner: I personally hate that word, “balance,” because I don’t think that there ever can be true balance. There’re choices you make, and you’re going to prioritize things that make sense to you at a time in which they make sense to you. If you’re working on a big deal, and you’re busy all the time with work, then you’re going to be focused on work. If you have a lull at work and there’s something important happening in the school, you can focus on that. So, for me, I’ve always felt like there’s never going to be true balance, but what there can be are conscious choices of what I’m going to call “success for me.” Success for me is walking my son to school every day, and if I just do that, I know that I’m successful in my family life. I choose specific things and tasks that make sense to me as ways in which I can engage that don’t take up too much time or have some flexibility associated with them. And so, that’s where I look to, “How can I pick what makes sense for me?” Now, things happen, you get frustrated, and you don’t always control your family life, your kids, your work life, but you can make small choices for yourself to put yourself mentally in a good space of, “I’m doing a good job. I said I was going to do this, and I did it, so I’m a success.” I feel like it’s important not to judge yourself too harshly or judge yourself in comparison to people who are not like you. There was one woman at our kids’ elementary school who volunteered, apparently, 40 hours a week. She was always there. She was involved with everything. She was doing everything. I could never be her. I could never be the person that’s always there, always doing that, but I could join the school site council and, one hour a month or an hour and a half a month, meet with teachers, administrators, and other parents to talk about what we can do for the school. It was very measured, it was very small, but it makes a big difference, and it’s appreciated. Finding those choice things that, for you, make an impact, make you feel good about yourself but aren’t overwhelming, is really important. I feel like a lot of women hold themselves up to too high a bar and too high a standard, and it’s really hard when you look at other people and you think, “How are they doing that?” But you don’t know what their situation is. You don’t know if they have a stay-at-home spouse. You don’t know if they have their entire extended family here, helping them out, or they have five nannies. So, don’t hold yourself up to this standard. Instead, hold yourself up to the standard that works for you, because at the end of the day, we have to be happy with ourselves—it really doesn’t matter what anyone else thinks.

Emily Karlberg: So, you ran for Palo Alto’s school board and are very involved in some education programs in the Bay Area. Can you tell us a little bit about those experiences and how they’ve contributed to your professional career?

Karna Nisewaner: During the pandemic, I got very frustrated about our school shutting down, and there was an election, so I thought, “I’m stuck at home with nothing to do. I should run for school board.” I had several friends who were like, “We’ll totally support you if you do it.” And so, I submitted all the paperwork, and I was on the 2020 ballot to be a member of the Palo Alto School Board. Now, I lost the election—I did, as I tell people, get enough votes to swing the state of Georgia, but I still lost. In the end, that was probably a good thing, because I don’t know that I could be on the school board and be a GC, because there’s so much responsibility associated with that role. But, the experience, for me, was really valuable, and it was valuable because I had to reach out and talk with so many strangers. You had these informal Zoom teas where you would talk with people. I went to the farmers market, and I talked with people as they were walking by. I had signs all over Palo Alto with my name on them, and all these people would be like, “Karna, I saw your name.” People from my past noticed my name and then would reach out. I wasn’t great at marketing myself—I wasn’t great at putting myself out there and saying to people, “Donate to me,” or, “Do this,” or, “Please vote for me.” And so, I had to learn to really advocate for myself and tell people, “I want you to think of me,” and, “I want you to do something for me,” and really ask for that. Sometimes it’s hard, particularly when you feel like, “Things are pretty good. Why should I ask for anything more?” It’s hard to then go out and say, “Help me. Help me,” but a lot of people jumped in and were like, “We want to help you. We want to make you be successful.” It was amazing to me the number of people that can rally behind you if you have a common cause, which was, “Get the kids back in school,” which, I think, everybody rallied around.

I also did seven debates, more than there were in the presidential election. And every debate, you get asked a question—you don’t know what it’s going to be. You hear what other people say, and then you have to give your spiel on it. Sometimes you know what you’re going to say. Sometimes you don’t know anything about the topic, and you just have to keep talking, sharing, and coming up with something to say. That practice of talking to strangers, coming up with something to say, repeating it over and over, and then really reaching out and asking for help, support, and what you need—all of those skills serve you so well in the business world where somebody might come to you with a question. How do you respond? It’s not that I’m answering a question at work where I don’t know the answer and I make up an answer, but it’s more saying, “I know this person can help you out. I’ll follow up with them, and we’ll get you something right away.” Just being able to come up with, “What is an appropriate answer for this situation?” and feeling comfortable asking for what you really need. All of those things are super helpful in my work world, and really, I think, gave me a little bit of a boost of confidence when, at the time, I was feeling a little bit like, “I’m not GC yet. What’s going on? There’s a new GC here. What does my future hold?” I didn’t know. I got this great boost of confidence and really an opportunity to get to know and engage with my community in a way in which I hadn’t. I had engaged with a very narrow subset, and now, I really know, “What is going on here where I live?” And it’s made me feel, really, more connected to my home, which I think is also a very good thing.

Emily Karlberg: Yes, what an incredible skill set to build to, and how important in your job and in your life. As a woman GC in an industry not known for its diversity, gender or otherwise, what support or insight would you share with other women or diverse lawyers who are aspiring to similar roles?

Karna Nisewaner: That’s a tough question. I think that, at the end of the day, the advice is: Create relationships, build trusted relationships with people in your company, and really find an environment where you’re accepted as you, where you can just authentically be yourself. At Cadence, I’m just Karna, and people like me just the way I am. Sometimes my hair is messy. I really like to wear my sneakers. I’m a little bit nerdy just like everyone else. Those are the things that make it such a great environment for me, because it’s an environment where I can just be me—who I am is what the environment wants, and it’s what the leadership team wants. When you find an environment where you can comfortably be yourself, where you don’t feel like you have to be different, then, I think, it’s so much easier for you to build up your career, build up to be more, and build up to become general counsel. I do think that, yes, as an industry, semiconductor is not particularly diverse, but then, I think back to when I was in college in my computer science classes and engineering classes where I was the only girl in the room. And so, for me, being in an environment where nobody’s quite like me seems really normal and very typical. It’s not upsetting or difficult—it’s just the way it is, and, therefore, I think, it’s important for people like me to try to encourage, try to help other women, and try to help underrepresented minorities really grow and build their careers. But I think every career is so different, and every path is so different, so I do think it’s this effort to find a place where you can really blossom, as opposed to telling a place, “You need to completely change what you are.” Places and environments don’t change, but you can find a place where they don’t need to change, and you don’t need to change. That’s the sweet spot for your career—that’s the right place to be. I had a number of different jobs before I got to Cadence, and from them, I learned what I needed. And so, I do think finding that right thing is important, but then, the other important thing is sticking with it—being patient. Sometimes things will move fast. Sometimes they’ll move really slow. That’s okay, but if you’re not patient with the process, if you’re not looking at, “What are your choices that you’re making along the way?” and if you’re not seeing if you have support or not—you have to pay attention to all of those things, as well. So, I don’t know that I have any specific advice other than: Really, when you can authentically be yourself, you know you’re in the right place, and that’s the place you should really work hard to stay in and grow at.

Emily Karlberg: I think that’s a great response, and it brings me back to what you said earlier about relationships and how long they take to develop sometimes, and being patient and playing the long game can be really important. Karna, thank you so much for taking the time today to talk with me. It was a fascinating conversation, and we’re really grateful that you were here to chat. There’s more to talk about, of course, but we’ll save it for another podcast. Thanks so much.

Karna Nisewaner: I really enjoyed spending time today talking with you and with Ropes & Gray.

Megan Baca: Emily and Karna—thank you both so much. And as always, thanks to our listeners. For more information about Ropes & Gray’s Women’s Forum and our women attorneys, please visit ropesgray.com/women. You can also subscribe to this series wherever you typically listen to podcasts, including on Apple, Google and Spotify. Thanks again for listening.

For more information or to contact Karna Nisewaner, please visit her bio on Cadence’s website or her LinkedIn profile.

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