Until coming to Barnes & Noble Education (BNED) two years ago, Michael Miller was the lawyer that you called if your business was in trouble. From the first month of his first in-house role at then Symbol Technologies, Miller has perfected the art of helping companies whose industries were in periods of significant change while the business itself was equally, if not more so, in a state of flux.
BNED is the first long-haul job where Miller hasn’t needed to show up with a cape on. “Fortunately, this time there weren’t any regulatory or legal enforcement issues to attend to immediately, but I’m certainly here to help position the company to make way for significant growth,” Miller says.
As the operator of bookstores, both physical and online, BNED is a partner to more than 1,400 institutions in its retail operations, but it’s the company’s doubling down on its direct-to-student business that is helping pave the way for BNED’s future in a radically shifting business.
The Calm in the Chaos
While BNED wasn’t in need of a “fixer,” Miller’s coming to the company makes perfect sense. Miller professionally grew up in turmoil and learned the value of executive partnership almost immediately. In his first month at Symbol Technologies (subsequently acquired by Motorola), the enactment of the 2002 Sarbanes-Oxley Act coincided with a multiyear financial restatement that also courted the involvement of the Department of Justice.
“I was thrust into a situation as a newly minted in-house lawyer where I was dealing with pretty sizable issues for a public company and dealing with seasoned executives I had just met,” Miller says. “Because I was the only lawyer in the legal department who had any public company and SEC experience, I was immediately dealing with the C-suite as well as the board.”
After Symbol Technologies’ sale to Motorola, a transaction where Miller acted as one of the lead negotiators, the lawyer later spent nine years at Monster.com, where he helped the fragmented multinational company with operations in fifty-four countries transform into a centralized and functional organization. And that wasn’t the only challenge. “Monster had been the poster child for options backdating and the ensuing scandal,” Miller says. “When I arrived, it was clear that Monster needed to transform and distance itself from that part of its storied history as one of the original dot-com companies. My role was to come in to help the executive team clean up, stabilize, and position the company to go forward in a dynamic employment market.”
Now that BNED is composed of three distinct but complementary businesses, the corporate strategy portion of his role has enabled Miller to have a broader view and influence upon the execution of BNED’s business plan.
A Time for Transformation
Miller says that while evolving BNED’s bedrock retail business has been a priority, the company is pivoting the business on where the future of the growth of the company lives. By and large, that is BNED’s Digital Student Solutions business. “Our goals are accessibility, affordability, student success,” Miller says. “We’ve built a student success platform and are now growing daily in our direct-to-student digital solutions.”
Its new digital platform, bartleby, is a subscription service that bundles step-by-step textbook solutions and experts available to help with homework questions. Miller says the service includes studying, writing, and tutoring aids that will be giving other players in the space a run for their money. “The biggest difference between us and our competitors is our direct nexus to the student,” Miller says. “We have a footprint that is pretty hard to compete with, so not only do we have a better product, but we can leverage our footprint in marketing and gaining subscribers for our service.”
With the rise and focus on inclusive access—the theory that a student should come to their first class with all the necessary materials in-hand—BNED is wedded to the idea, literally naming their inclusive access program BNC FirstDay. BNED also has the ability to bundle textbooks, digitally or physically, with bartleby services in the future. This would be offered at discounted rates and, in other cases, simply built in to the cost of tuition. “This is another way in which we can serve students in ways that our competitors simply can’t,” Miller says.
Miller realizes that continually putting himself in high-stakes propositions in serious-change industries isn’t for everyone. But it’s offered him the capacity for growth in ways that few other experiences can.
“Being in challenging businesses has made me a better lawyer and advisor to the team and to the board,” Miller says. “You can get a job where everything is great and has been that way for twenty years, but where’s the personal and professional growth? I don’t shy away from a challenge; I thrive on it.”
The Trinity of Barnes & Noble Education
BNED is composed of three distinct but intertwined business segments responsible for growing business into established and evolving markets.
Retail is responsible for the selling and renting of course materials and supplies, including physical and online materials and a suite of digital materials, as well as a variety of general merchandise including spirit wear, gifts, and technology.
Wholesale oversees sourcing and distribution of used textbooks as well as applications that provide inventory management and point-of-sale solutions to college bookstores.
Digital Student Solutions, the most recent addition, offers direct-to-student products and services to assist in studying and academic enhancement. It’s where the company sees the most potential for exponential growth and evolution.
BakerHostetler has assisted Barnes & Noble Education since it became an independent public company in corporate counseling, transactions, litigation, intellectually property portfolio management and data privacy. We are pleased to join in celebrating the accomplishments of Michael Miller, who is a leader and innovator in corporate strategy and legal affairs for BNED. BakerHostetler is one of the nation’s largest law firms, with more than 940 lawyers in offices coast to coast, distinguished by our commitment to the highest standard of client service in intellectual property, litigation, business, labor and employment and tax law.
