Cutting Down on Bureaucracy

Julie O’Daniel knew what was ahead of her as soon as Ashland Inc. announced it would be spinning off its Valvoline commercial unit

Julie O’Daniel knew what was ahead of her immediately upon receiving the call. It was September 2015, and Ashland Inc. had just announced it would be spinning off its Valvoline commercial unit. O’Daniel, then the lead commercial lawyer for Valvoline, started wading through the activities that would be necessary to separate Valvoline into its own publicly held company. Then in July 2016, Valvoline named O’Daniel general counsel and corporate secretary. But that’s the shortened version. To understand the complexities of this spin-off and how O’Daniel was able to help accomplish this, one needs to travel back before the name Valvoline even appeared on her résumé.

O’Daniel’s career up to that point prepared her for the assortment of challenges she would face in her new role. She joined Valvoline’s parent company, Ashland Inc., in 2007, after leaving Alston & Bird in Atlanta, where she was a partner in the firm’s securities litigation group. In her role at Alston, she represented publicly traded companies, their officers, and directors. They were often facing difficult situations such as contentious litigation and investigations, or enforcement actions by the US Securities and Exchange Commission or the US Department of Justice. O’Daniel says that her work at Alston gave her “insight and knowledge about how big companies work and the types of things that can go wrong.”

“My time at A&B was a really strong platform for what I do now,” O’Daniel says.

After joining Ashland in 2007, she assumed numerous roles in the company’s legal department, all the way up until Ashland’s decision to separate Valvoline in 2015. Despite her long history with Valvoline and the strong background she had before joining the company, O’Daniel knew it wasn’t necessarily a given that she would be named general counsel once Valvoline went public, given the importance of the role and the number of constituencies that would be involved in making the decision. Instead, she set out to contribute all she could to the separation efforts, knowing the pieces would fall into place from there.

When her promotion was announced in the midst of the separation activities in summer 2016, O’Daniel recalls it being one of the best feelings of her career. “I knew I had earned it, and it felt good,” she says.

O’Daniel’s success at Valvoline resulted not only from her experience and hard work, but also from the strong relationships she had built along the way. From her early days at the company, she gained the trust and confidence of Valvoline president Sam Mitchell, who would eventually become Valvoline’s CEO. Mitchell encouraged O’Daniel to take on larger roles and more responsibility. “Our mantra at Valvoline is, ‘Never Idle,’” O’Daniel says. “That is how Sam and I both like to operate. At one point, I was the only lawyer supporting all of Valvoline. Now, I run a group of over forty employees, which is still hard to believe sometimes.”

O’Daniel is more than thankful for her strong team, especially considering that separating Valvoline from Ashland was no easy task. One of the major challenges the team faced was the sheer scale of the work involved. With the help of Ashland’s legal and tax team, her own team, and a number of outside advisors, O’Daniel worked for the last year and a half to set up an entirely new entity structure for Valvoline, divide up the assets and liabilities (including thousands of contracts, permits, and licenses), conduct an initial public offering of Valvoline’s stock, and get a new board of directors up and running.

With Valvoline’s separation from Ashland set to finalize in May 2017, O’Daniel is still doing foundational work to get her newly formed legal department running like “a well-oiled machine,” as if pushed along by the automotive fluid and lubricant produced by the company on a daily basis. O’Daniel has already worked to set up the right policies, hire the right people, and establish a governance structure with a brand new board. To this day, she is working to ensure that everyone on her team is familiar with their roles and has the tools they need to succeed. She sees it as her team’s responsibility to help keep the company compliant with laws and regulations worldwide, while also working to support business initiatives that will help the company grow and prosper for shareholders.

“I am very business-minded, and I expect everyone on my team to be the same,” O’Daniel says. “But if we run afoul of any of our legal responsibilities, then it will not help the company or its shareholders.”

One advantage of O’Daniel’s promotion to general counsel was that she was able to handpick her legal staff. Some of them were existing lawyers she hired prior to the split who would be taking on additional responsibility after the separation. Others, she hired from the outside to take on roles previously performed by Ashland’s legal department. Given that many of her team members are relatively new in these roles, O’Daniel spends a great deal of time overseeing them in these early days—when Valvoline and Ashland were on the cusp of separating.

Despite her legal staff being relatively junior in years of experience, she has tremendous trust in them and her ability to guide their professional development. “They’re very, very bright,” she says. “I try to spend as much time with them as I can so that I make sure I understand and help them with what they’re doing. But also, where I can, I try to step away and let them handle as much as they are capable of taking on.”

O’Daniel’s work as general counsel during Valvoline’s transition has also involved developing a new outside counsel program of what she calls a “short list” of firms.

“My guiding principles have always been that if you’re working hard, striving to do the right thing, and treat people well, then everything else will fall into place.”

“When we were part of Ashland, I felt pretty constrained to use who they wanted me to use,” O’Daniel says. “Now, we have a clean slate and can choose who we want to work with and pick companies that really fit Valvoline’s needs and corporate culture. One of the things we want to do in the new Valvoline is cut down on bureaucracy and make good decisions quickly. We expect our outside law firms to be of the same mind-set.”

So far, the transition into a separate company has gone well. “Very few gaps have come up,” she says. “Thanks to Ashland’s help, it really was a team effort.” There’s also the fact that, as a 150-year-old company, Valvoline already had its own strong culture. “It rallies around a well-established brand and is extremely team-oriented,” O’Daniel explains. “We are so fortunate to start with that kind of a solid foundation, but also to have this unique opportunity to chart our own course as a separate company.”

With Valvoline’s transition nearing its final phase, O’Daniel says she eagerly looks forward to this next big chapter in the company’s history. This is reflected in a new corporate headquarters in Lexington, Kentucky, a building that O’Daniel takes tremendous pride in. From the beautiful, all-glass exterior to its open seating meant to facilitate communication and movement, she says the new building is a sign of Valvoline solidifying its “fast-moving, transparent, forward-thinking culture,” with an eye toward sustainability.

Reflecting on everything she has accomplished thus far as Valvoline’s new general counsel, O’Daniel credits her successes to a strong work ethic and consistent moral compass. “My guiding principles have always been that if you’re working hard, striving to do the right thing, and treat people well, then everything else will fall into place.”

As O’Daniel helps Valvoline through the final steps of its transition, she is excited by the possibilities and responsibilities that await her. “We’re just getting started. I know the best is yet to come,” she says.

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Squire Patton Boggs:

“Julie is a strong lawyer and effective leader who has created a tremendous legal team in a short amount of time.”

—Carolyn J. Buller, Partner and Leader, Chemicals Group, and Jonathon Whittlesey, Senior Associate

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Wood Herron & Evans LLP:

“Julie’s prior litigation experience fits superbly with the range of tasks she needs to perform as general counsel at Valvoline. She is able to anticipate our needs as core IP counsel to Valvoline, and thereby takes our joint efficiencies to a new level.”

—Clem Luken, IP Counsel

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Benesch:

We are honored to call Julie a colleague andmore importantlya friend.  Her recognition as a forward-thinking and dynamic general counsel is well-deserved.

—David S. Almeida, Partner