Motorola Mobility, Inc.

Helping the spin-off hold its own against Apple and Microsoft, D. Scott Offer negotiates a groundbreaking merger with Google

Not one for dull moments, D. Scott Offer enjoys the intense pace and complexity of Motorola Mobility and the mobile-device industry.

The past 18 months have been remarkable for senior vice president and general counsel D. Scott Offer and the entire Motorola Mobility, Inc. (MMI) team. He was a leader in the separation of the more than 75-year-old Motorola Inc. into two stand-alone public companies. MMI was launched as a new Fortune 500 public company on the NYSE in January 2011. Offer has been a key partner in the turnaround that completely transformed the business, culture, and performance at MMI. In August 2011, alongside his CEO and CFO, Offer negotiated a groundbreaking $12.5 billion all-cash merger agreement with Google, which at press time was expected to close soon. With the Google merger imminent [at press time], the future for MMI—and Scott Offer—looks brighter than ever.

Offer graduated with a law degree from The London School of Economics and Political Science, afterwards joining the prestigious London law firm Boodle Hatfield. After clerking there for two years, he accepted an in-house position at Royal Dutch Shell plc and thereafter moved over to Motorola’s European law department in 1990. He moved to the Libertyville, Illinois, headquarters of Motorola’s mobile-devices business in 2002, became general counsel for the Motorola Mobile Devices business in 2004, and passed the Illinois bar exam in 2005.

David vs. Goliath

Offer enjoys the frenetic pace, intensity, and complexity of Motorola Mobility in particular and the mobile- device industry as a whole. There is never a run-of-the-mill day at work for Offer. While leading the usual commercial and litigation work at Motorola, every day provides a new set of challenges and opportunities as he engages and leads high-profile intellectual property litigation, acquisitions, investments, board governance, and broad global regulatory matters. “I like the deep ownership created with having one business client to represent and counsel rather than many,” he says. “If you can understand the business intimately, you understand where you can add the most value as a lawyer and this makes for a much more rewarding job—a good general counsel must also remain somewhat independent of the daily business pressures and execute good governance, aligned very closely with the board’s priorities.”

On the intellectual-property front, since 2010, Offer has been managing the strategically important and high-profile Apple and Microsoft litigations ongoing in numerous jurisdictions. “We became a target for Apple and Microsoft because of our commitment to the Android operating system and, as a result, we were sued by two of the biggest companies in the world (Apple and Microsoft) and we’re more than holding our own. We’re David in the fight with several Goliaths.” We believe our patent portfolio is second to none in our technology area and I am very proud of what our intellectual-property teams have achieved.”

Tangible Rewards

In addition, over the years, the Motorola Mobility legal team has secured thousands of patents on a broad range of products and technologies and has a very successful patent-licensing business.

When asked about why he enjoys the in-house environment at Motorola Mobility, Offer explains: “I enjoy working for a company where I can associate my legal work with a physical end-product like the Droid Razr smartphone. As lawyers, we have many uniquely relevant and exciting roles to perform supporting the creation of innovative products.”

As general counsel overseeing a legal team of approximately 200 people, Offer has a role in just about everything the company does. His team sets overall legal strategy, partners with business leads, negotiates strategic deals with customers, suppliers and partners, manages the global trademark and litigation portfolio, and maintains legal compliance.

Between 2008 and 2011, Motorola’s handset division was struggling. The Motorola, Inc. Board made the strategic decision to separate the government and enterprise businesses from the consumer businesses of Motorola. The Board hired Sanjay Jha (former COO of Qualcomm) to be co-CEO of Motorola, Inc. and later chairman and CEO of Motorola Mobility. “We have been part of an incredible turnaround,” Offer relates. “When we listed on the NYSE in 2011, we were told it was the first time that two companies had sprung from the same parent with both named on the Fortune 500 and listed on the NYSE on the same day. That was an incredible achievement for all of our teams.”

In early 2011, “the buzz about MMI’s business following separation, along with our commitment to Android and our strong patent portfolio, put us on Google’s radar,” he says. “The Google transaction was able to happen because of our great assets and because we were a standalone entity.” In August 2011, MMI accepted a purchase offer by Google for $12.5 billion.

Offer is a member of the General Counsel Roundtable, “one of the best benchmarking, training and networking groups,” and occasionally speaks at industry conferences. He is also heavily involved with the Motorola Foundation. “We donate to technology-based educational causes, and work with disaster relief and underprivileged groups,” Offer says. The legal department helps the foundation find good causes for which their contributions would generate the most benefit.

Staying on top of everything, he says, is all about the details. “We have a great team, but we don’t have legal managers managing people, we have practitioners who work in a matrixed organization and who must practice law and retain great legal skills.” Offer attributes his own success partly to building a strong team, developing deep relationships of trust, being resilient— and not needing much sleep.

One thing is for sure, Offer says, his job is never boring. “Our industry and our company is constantly moving. And it sounds like a cliché, but I can guarantee you I’ve never had two days the same and I don’t know what’s going to happen tomorrow. We are, however, very excited by the potential created by the planned merger with Google.”