A few years ago in a boardroom outside of Venice, Italy, Thomas Fessler, chief legal officer and general counsel of VSP Global, united some of the best legal minds in the business. The group comprised VSP corporate and outside attorneys. They spent two days discussing and debating multiple legal and commercial issues of the recently integrated global eye care and eyewear company.
Navigating the legal and commercial particulars of operating in international markets was one of the main dilemmas circling the table. While VSP Global is headquartered in Sacramento, California, the company had just recently acquired Marchon Eyewear of Long Island, New York. Overnight, the acquisition transformed the formerly US-based nonprofit vision care insurance company into a global firm, distributing its products in cities such as London and Paris.
From a business perspective, the 2008 acquisition was an entirely new business model. It was up to this council of lawyers to identify and analyze the risk profile of the new enterprise and mitigate the same to seamlessly integrate the new global subsidiary into the existing business. “Back in 2008, we had no operations outside of the US, and overnight with the Marchon Eyewear acquisition we became a global company,” he says. “With a stroke of a pen, our US centric business model diametrically changed. We had to decide what programs, policies, and business strategies we should implement to operate the combined organization on a global basis.”
In addition to assessing how to best move the company forward, the attorneys also had the opportunity to get a behind-the-scenes look at how Marchon designs, creates, and distributes its eyewear at the brand’s manufacturing facility in Fortogna, Italy. It may seem inconsequential, but this unique, 360-degree view of the business was all part of Fessler’s strategic approach. “I want more than good legal minds. I want outside lawyers who know my business and supplement that with solid commercial experience,” Fessler explains. “I look to partner on a sustained basis with those lawyers that are focused on expanding our business model and strategies, as opposed to just managing litigation or legal projects.”
Welcome to the VSP Global office of the general counsel roundtable. Fessler holds these off-site and private meetings twice a year, not only as a forum to address pivotal legal matters, but also, he says, to bring real value and pragmatic business solutions to VSP Global and its five lines of business.
“I think most other general counsel share my opinion that the next generation of successful legal officers need to be first and foremost problem solvers,” he says. “I remain of the opinion that an inclination to consider innovative solutions through nontraditional means such as the general counsel’s roundtable is paramount for those lawyers who seek senior level management roles. Being creative in the provision of legal counsel should be the trademark of a respected legal adviser.”
In practice, VSP Global remains a nonprofit, as evidenced by its decade old mission to “help people see.” Through a suite of vision care services and products that offer access to affordable eye care, the company provides vision care, eye wear, and other optical products services through its five subsidiary companies: VSP Vision Care (vision insurance), Marchon Eyewear (frames), Eyefinity (practice management), VSP Optics Group (labs), and VSP Omni-Channel Solutions (retail).
In addition to having approximately 30,000 optometrists and ophthalmologists on its US provider network, the company operates the largest vision care insurance company in North America, and the third largest frame company in the world. More than 75 million people in the United States receive their vision care through VSP, including about one in three Californians where VSP was founded by a small group of optometrists in 1955.
In 2016, VSP will achieve $5 billion in annual revenue, a notable milestone, Fessler says, due in part to its roster of acquisitions and continued global expansion. In fact, Fessler estimates the company has completed an acquisition, investment, or joint venture every quarter since he came on board in 2006. “We are very proud of what legal work we do here at VSP Global because we definitely do not run a litigation shop,” he says. “I have assembled a legal group within the company and through the general counsel roundtable that is very business focused. I expect them to have considerable business acumen, and their primary role and function is to be a valued and respected business partner to our respective five lines of business.”
Being a business partner rather than a legal counterpart has been Fessler’s imperative since he first launched his legal career nearly thirty years ago. After earning his bachelor’s degree with honors from Marquette University in Milwaukee, Wisconsin, he moved to Malibu, California, to study at Pepperdine University School of Law. Following his Juris Doctorate, Fessler returned to Milwaukee to work in private practice. As his career progressed, Fessler accepted senior corporate legal positions at various corporations, where he took the initiative to cultivate his knowledge of the industries he represented, including Schindler Elevator, International Paper, Affiliated Computer Services, and Buck Consultants.
“I want more than good legal minds. I want outside lawyers who know my business and supplement that with solid commercial experience.”
He doesn’t view his role at VSP, his third general counsel position, as any different. “I hold myself out at VSP Global as both a business person and adviser,” Fessler says. “The highest compliment I can receive or I can offer to one of my legal colleagues, is that by providing practical solutions and other value added counsel to their business partners, they will earn a seat at the business table.”
As general counsel at VSP Global, Fessler’s legal spend is relatively low—generally less than $4 million a year, he says. Hosting the roundtable event affords him the opportunity to identify potential high-stake risks and deliberate on proactive nontraditional approaches to avert those potential liabilities and then only to defer to litigation as a last resort.
While Fessler sends sensitive materials to review and prepare for the roundtable in advance, he expects the group, made up of outside counsel, in-house subject matter experts, and an executive sponsor, to come forward with sound ideas at the roundtable. They collectively endorse and implement the recommended course of action. “In the last eight years, we have had the special opportunity to have robust dialogue on some of the most material legal issues facing the company,” he says. “It promotes very open, frank, and direct exchanges and decision making. We have taken on some very complex cases and controversies such as cybersecurity, and nevertheless, have always reached a consensus on an appropriate action plan.”
The office of the general counsel roundtable event is something VSP’s board of directors have likewise championed and supported in their stewardship of VSP Global. “When we are dealing with a very meaningful legal issue, they have greater confidence in hearing that we have considered the issue or question at the general counsel roundtable,” Fessler says. “They demonstrate a greater deference in our executive decision making when they are advised that we took the time to have the subject fully vetted through this group of legal advisers and subject-matter experts.”
Fessler also lends his hand to VSP Global’s charitable efforts such as its “Eyes of Hope” and “Sight for Students” programs. On the heels of the company’s sixtieth anniversary in 2015, VSP completed its one millionth free eye exam at the Monarch School for homeless children, Fessler says. “Through VSP, we touch seventy-five million lives in America,” he adds. “The hallmark of our company and employees is that we help people see much like the special students at the Monarch School in San Diego, California. It keeps me pretty busy for a small-town lawyer from Milwaukee.”
