Twenty-two years ago, Eric Cohen joined Terex as its senior vice president, secretary, and general counsel after serving as an outside counsel. Since then, the manufacturing company has gone from $700 million in revenue to as high as almost $10 billion with more than twenty thousand team members worldwide. After refocusing and divesting of some of its businesses over the past few years, today Terex is worth $4.5 billion with more than ten thousand employees worldwide.
Cohen began as the sole in-house attorney and expanded his legal department into a team of more than forty attorneys, paralegals, safety engineers, and compliance professionals. During his tenure, he’s helped oversee seventy mergers, acquisitions, and depositions. And in 2013, he spoke with Profile about his transition from outside counsel to in-house and how he helped fast-track the company’s growth.
Just before his retirement from Terex at the end of 2019, Cohen spoke with Profile about his secrets to success.
Do the Right Thing
Cohen believes courage and integrity are intertwined. “It often takes courage to do the right thing,” he explains. “You need to state your opinions and stand up for what you think is right. This applies not only to business deals but to how you treat others.”
Terex often bought companies that others were afraid to buy. “In many cases, we were the first buyer of the last resort,” he explains. “In those situations, we had to shed the typical risk-averse attorney attitude and find ways to support bold moves while protecting the company.”
There was the time Terex was involved in the risky takeover of a public company in Germany. “There were lots of reasons we shouldn’t have done that deal, including that they were operating in the Middle East and Asia, as well as in shipping ports, which presented us with a lot of unknowns,” he recalls. “One board member was so concerned that he resigned over it. I had to characterize the risks and dig deep to find new channels of information—search firms and investment banks—to obtain serious, objective assessments of the business. We ended up closing the deal, which turned out to be a good move for us. It got us into new markets and expanded our line of products and services. And it helps prove the point that you sometimes need to take risks to succeed.”
On the integrity side, Cohen recounts a situation when a company they had a purchase agreement with didn’t understand some of the provisions. “We could’ve gotten millions in recovery, but that wouldn’t have been right because it wasn’t what had been intended,” he says. “So, we pointed out their misunderstanding and allowed them to correct it, rather than trying to benefit from it.”
“Every question to a member of the legal team should receive a response the same day, even if it is to tell them you’re busy and can’t provide the information until tomorrow,” he says. “People do not like to be ignored, and I do not want the department to be viewed as a black hole where matters languish.”
Eric Cohen’s Top 10 Reminders for General Counsel
1. Have courage and integrity. Stand up for what is right.
2. Practice servant leadership.
3. Keep it simple and practical.
4. There is no substitute for hard work and responsiveness.
5. Be open to change and tackling new challenges.
6. Be a business partner—think strategically and focus on creating value.
7. Think about how what you do and say will be interpreted with 20/20 hindsight.
8. Anybody can sue anyone at any time for anything.
9. Nothing is over until it’s over, and then it’s still not over.
10. Emails are evil.
Spend Your Time Wisely
“Unlike a law firm, we do not earn our keep by billing hours,” Cohen says. “We need to make sure our time is spent on the right things and to triage things that are not as important.”
When working with outside counsel, Cohen says you need to establish clear expectations. “Let them know how many hours you want them to spend on certain things. And before they start writing up lengthy memos, ask them to call and report their findings to you,” he explains. “That will often prevent a lot of wasted time.”
Use Email Responsibly
Cohen makes a point of telling everyone he works with to be careful how they use emails. “Their primary purpose is to convey facts and documents, not to editorialize,” he stresses. “Opinions can come back to bite you.”
In what Cohen describes as “an overly enthusiastic moment,” an executive once wrote the following about software Terex was developing: “We can dominate the industry with this.” Those words became a problem later, when a competitor claimed they were attempting to “dominate the industry.” In fact, this was far from the reality, but the email was memorialized forever.
“Discovery will find those emails and they often don’t look so good in hindsight,” he explains. Simple phrases like “this concerns me” can later be construed as evidence of a problem and be used against the company, when, as Cohen explains, it might never have been an actual problem or may have been corrected later.
“People have to learn to use email responsibly and communicate more over the phone and in person,” he adds.
One of the ways Cohen gives back is by being on the board of Pro Bono Partnership, which offers free legal services to nonprofits in New York, New Jersey, and Connecticut.
“I’ve been very fortunate in my career and been given lots of opportunities,” he says. “It’s extremely gratifying to be able to help others achieve their goals.”
Bryan Cave Leighton Paisner congratulates our former Partner Eric Cohen for this well-deserved honor. Eric has a long, distinguished career as general counsel of Terex Corporation and has helped grow the global manufacturer over the last 22 years. We have been proud to partner with Eric and Terex and wish him well in his next chapter.