Governance professional of the year (small to mid-cap): Steven Shapiro, Cole Taylor Bank
Steven Shapiro (left) of Cole Taylor Bank and Tom Montrone from Eagle Rock
For Steven Shapiro, general counsel at Cole Taylor Bank and winner of this year’s award for governance professional of the year in the small to mid-cap category, ‘educating and listening are the keys to success.’ Shapiro takes a slightly unusual approach when coordinating activities within his department.
‘Counseling on the law is like teaching, and I am always teaching my colleagues about the law and corporate
governance,’ he points out.
A pioneer in his field, Shapiro has demonstrated his capabilities by creating a series of strategies that has contributed to securing the company’s future while advancing the board and management. Shortly after joining Cole Taylor’s Illinois operation in 2009, he successfully defended the company in a class action lawsuit and provided guidance for a new CEO and CFO on the finer points of investor relations techniques, which improved shareholder communications at the firm. ‘I joined the bank because it did not have a general counsel; before me there was a wave of regulation,’ Shapiro says. ‘There was no dedicated investor relations person, and the corporate governance staff consisted of me and a paralegal.’
On arrival at Cole Taylor, Shapiro sought to educate the board and some senior management members on the impact of Delaware corporate law, securities law and parent company Taylor Capital Group’s corporate infrastructure. ‘My fellow executives did not have the necessary experience, so I provided the training both in a formal and informal manner,’ he recalls.
The Columbia University graduate’s ability to successfully align himself within the various departments allowed Shapiro to provide counseling and assistance throughout the company in negotiating and recording transactions, providing legal defense services and prosecuting claims.
At the beginning of 2010, when Taylor Capital completed an intricate $75 million private placement of preferred stock and subordinated debt transaction, many of the investors involved were also insiders, which led to the emergence of some complicated legal issues. In this environment, Shapiro led the team in filing its proxy statement four weeks ahead of its regular schedule to accommodate the timing of the capital raising. Despite challenges from this action and the birth of new securities and banking regulations, the team was still able to provide the necessary
documents on a timely basis.
‘It was really a team effort – we had a highly professional and committed group of people who were up to the task of accelerating all of this preparation,’ recalls Shapiro. ‘Every day there is something new happening, and it is important that I make sure the right people are engaged.’
Despite the complicated legal environment, the class action suit and the emergence of new regulation from Congress and the SEC, Shapiro undertook the task of reviewing the company’s relationship with its outside law firms and the way it used its resources. As a result of this evaluation, and by taking on more work in-house, Shapiro was able to reduce the number of law firms and advisers used by Cole Taylor from 100 to fewer than 30. This resulted in a considerable cost saving and a streamlining of legal outsourcing work. ‘There are a couple of things that helped me along the way,’ Shapiro states. ‘Multi-tasking is vital – being able to manage a lot of projects simultaneously – and, as a corporate professional at a small-cap firm, you have to take the time out to work with different departments. This is vital in helping to achieve the company’s goals.’
Lessons learned
As an educator at Taylor Cole’s banking centers, Shapiro provided advice on a series of branch issues such as training a paralegal to handle various matters independently and educating branch personnel on legal topics so they can manage minor conflicts that arise
in day-to-day transactions. ‘Being open to listening to what people need, finding the best solution and hitting it immediately is very important,’ Shapiro says. ‘All it takes is rolling up your sleeves and doing it yourself.’
Internal work was only one part of the criteria for this award, however. The judges also took into account the efforts of Shapiro in advancing the cause of corporate governance within the broader corporate community. To this end, Shapiro is a highly active member of the Society of Corporate Secretaries and Governance Professionals and regularly participates in educational programs. His colleagues within the Society and at other organizations laud him for his accessibility and readiness to share his experience and expertise.
Shapiro’s work with the Society includes being co-chairman of the national Small & Mid-Cap Companies Committee, a role he took on in August 2010. He is also a member of the organization’s national Public Advocacy Committee and recently completed a second term as president of the Society’s Chicago chapter.
‘I was not expecting to win this award, but it happened and I am grateful,’ Shapiro comments.
‘I am going to continue doing what I do best, which is educating and making sure everything runs
smoothly in our operation.’
