Making a Deeper Impact

Juniper Networks’ Emily Chang on how expertise in inbound licensing helps her contribute to the tech company's bottom line

For many companies, technology might just be one of many  components in the day-to-day grind of business, but for Juniper Networks, technology is everything. In a discussion with Modern Counsel, Emily Chang, Juniper’s assistant general counsel and director, describes not only the work that an attorney needs to do at the company, but also the role that intellectual property plays in the tech industry.

I like that it moves quickly and you’re able to see how you contribute as a lawyer. Juniper Networks develops routers, switches, and network management software and security products. There are many ways I’m involved in protecting the interests of the company, ensuring we reach our goals.


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What skills does an in-house attorney need to develop at a company such as Juniper?

You have to be comfortable doing a lot at once and be able to quickly identify and address issues across many areas. I support my colleagues through due diligence, acquisitions, divestitures, investments, open source, licensing transactions, and in other areas.

Do you find it’s challenging to work at such a large company?

It doesn’t feel large because of our structure. The total company has over 9,000 employees, but my work is never weighed down by forms or bureaucracy. I get to manage my own deals and internal clients.

What makes that work so well?

Legal reports to our CEO and the way in which we’re organized. We are organized into different practice areas, including corporate, commercial, IP, employment, compliance, and litigation, and so on. We have about seventy, including attorneys and support staff, but each attorney is assigned to a group in which he or she can focus on developing a specific expertise. My practice area is IP, so I’m always working on licensing, M&A, and due diligence, among other things.

Is that a plus for you? Some attorneys might feel constrained.

I’ve found it interesting to be able to both develop a deep expertise and also help other attorneys with their transactions. There’s overlap. If we want to do a commercial transaction involving a cloud-service provider, for example, I need to understand how the product is being sold and used by the end users so I can address the inbound licensing restrictions applicable to third party components incorporated into the product and the end-user license agreement. I address the IP provisions while working with my colleagues in other areas to make sure we address every issue correctly. The commercial lawyers make sure the commercial aspects are right. In an acquisition, I work alongside a corporate attorney to assess and balance legal risks focusing on representations and warranties, indemnities, and closing conditions.

What do you do in your role as a technology inbound licensing lawyer?

I handle the tech inbound licensing where we structure license arrangements involving IP rights that we license in from an outside licensor under a negotiated license agreement or a non-negotiated shrink-wrapped agreement. We also work with engineering and program management clients on open-source license issues, and I counsel my business units on the challenges and risks of incorporating third-party components in our products.

Why is this especially important when it comes to M&A?

IP has to understand the value of a new product line. Many of our acquisitions are focused on a key product or a group of engineers that will jumpstart a product line within Juniper.

“Corporate legal and corporate development have to work together with IP legal to do the deals that will move us forward. IP legal has to balance the interests of each of the different constituencies within the company and minimize legal risk from an IP perspective.”

What issues might arise in those types of deals?

Whether or not there’s a clear chain of title and ownership of the new product, compliance with licensing restrictions, and appropriate architecture of the product. Accuracy counts.

What do you find to be the most challenging aspect about this work?

There’s a lot of it and it moves quickly. We support a large number of business units as our client base.

You have to prioritize, then, but how do you do that?

Part of it is simply experience and learning how to juggle responsibilities, but it’s also about paying close attention to what business executives say.

So you can pick up clues from conversations with them?

Exactly. You can discern their goals for the quarter or overall priorities for the company. At Juniper, nobody’s going to micromanage me, so I have to be aware of these issues. I also talk to others in the legal team to see what business models are being pushed for and what our GC is most concerned about.

What’s your role in a new product release?

Our work happens early. We want to make sure program managers and engineers build components that are permitted to be distributed to our customers. We have to make sure they work in ways that don’t violate any terms of our agreements. They have to track which components they add or remove from a forthcoming product.

Is that as complicated as it sounds?

A bit, but we review our product roll-out policy often and we train clients through websites, policies, e-mails, and in-person events. We cover a lot of it early so new employees know where to find policies and how to follow them.

What will change as Juniper moves more into the cloud?

The cloud is a new type of business and we’ve had to examine agreements very closely to make sure they are broad enough so that Juniper can use third-party components in a cloud-based environment. This will be the next big thing for us as we continue to assess acquisitions, grow and develop product lines, and support the other activities of Juniper Networks.