Thursday, September 6, 2012
A harsh light was focused on Wal-Mart earlier this year, when The New York Times broke an investigative story on the company’s alleged bribery in Mexico.
Among the many alleged wrongs detailed in The Times article, one employee, an attorney, remained unscathed, having raised concerns, argued for a more thorough and independent investigation, and eventually resigned, her position clearly at odds with that of Wal-Mart’s management.
That person was Maritza I. Munich, who graduated from the Sandra Day O’Connor College of Law in 1981.
Munich, former General Counsel of Wal-Mart International, and a single mother, when asked about the principles that guide her, stated, “At the end of the day, my goal is very simple -- I like to sleep at night. I want my daughter to be proud of me. I want my 91-year-old father always to be proud of me. These are simple goals.”
“I can’t say we don’t trip along the way, but I know I want to do what ultimately makes my family proud, the people I trust proud. The rest is easy. What’s important is feeling good about yourself, not titles or money.”
Dean Douglas Sylvester said that Munich is a model of courage and responsibility who fought against corruption.
“Wal-Mart has said they made decisions based on advice of counsel that there was a legal argument that could be made to defend them if they were caught,” Sylvester said.
“The reason we know about this story is that one attorney in Wal-Mart refused to let this decision stand. Under intense personal pressure, in a way that that prevented her from continuing the career that she had chosen, she fought against Wal-Mart. She wrote memo after memo, she did interview after interview, e-mail after e-mail, to try and do what she thought was the morally responsible decision, even though her employer and her client felt that there was a potential, thin argument that she could adopt.”
Munich said that, because of existing attorney-client privilege obligations to Wal-Mart, and because the case still is under investigation, she cannot discuss details of the matter. Nonetheless, it is noteworthy that, to date, Wal-Mart has not denied any aspect of what was reported in The New York Times investigative piece earlier this year.
In that investigation, The Times reported that “Wal-Mart had detected that its Mexican subsidiary had paid $24 million in bribes or ‘donations’ last decade to speed up permits and licenses for new stores.”
“The company then buried its own investigation,” according to The Times.
The initial Times piece said that Munich learned of the allegations in 2005 in an email from a former executive of Wal-Mart de Mexico (“Walmex”), a former member of Walmex’s in-house legal department, who cited names, dates and amounts of payments given to speed up construction permits. Most troubling, the former executive placed the President of Walmex, later President of Wal-Mart’s United States business, at the center of the allegations. Walmex has been for many years the largest private employer and retailer in Mexico, with about 209,000 employees.
Upon receiving the information, according to The Times, Munich reacted quickly, hired a prominent lawyer in Mexico to assist in investigating the matter, flew to Mexico to meet personally with the informant, wrote detailed internal memos of the allegations to members of Wal-Mart’s top management, argued for a thorough investigation, protested assigning the internal investigation to executives implicated in the bribes, and urged using “professional, independent investigative resources.”
“The wisdom of assigning any investigative role to management of the business unit being investigated escapes me,” Munich wrote in an e-mail among documents obtained by The Times.
After Munich’s resignation, The Times reports, Wal-Mart promptly brought to a close its internal investigation, shipped the files of the investigation to Mexico, and did not take any disciplinary action against any member of its senior management. It was not until becoming aware of The Times’ investigation that Wal-Mart informed the U.S. Justice Department that it had begun an internal investigation into possible violations of the Foreign Corrupt Practices Act, which outlaws the payment of bribes to foreign government officials by U.S. citizens or corporations.
Earlier this summer, in an earnings report, Wal-Mart acknowledged that the investigation has widened to include additional subsidiaries and that the company is being investigated by the Securities and Exchange Commission and the Justice Department. U.S. Reps. Elijah E. Cummings and Henry A. Waxman have started a Congressional investigation and asked Wal-Mart to brief them on the situation and to allow Munich to speak to them.
“I’m available,” Munich said. “My attorneys have advised representatives for the Congressmen that, because of the attorney-client privilege constraints, they first need to come to agreement with Wal-Mart. I have also agreed to cooperate with the attorneys hired by Wal-Mart’s Board of Directors, and we are engaged in conversations. I am not an impediment to any investigation. I have no reluctance.”
Munich always knew she wanted to be a lawyer. But she also had a strong interest in psychology, and after earning her bachelor’s degree in Political Science and Psychology from her native Universidad de Puerto Rico, she moved to Arizona after Arizona State University offered her a scholarship to work on a master’s degree in Educational Psychology. After completing the Master’s degree she was offered admission to the Ph.D. program, and was even approached by the University of Texas at Austin for a possible academic and research position. She decided instead it was time to go to law school.
“I don’t know if anyone really enjoys law school,” Munich said. “But throughout my law school years, I had the privilege of having really distinguished professors, including (founding Dean) Willard Pedrick, (Professor Emeritus) Jonathan Rose, (former Dean) Alan Matheson, Bill Canby (now a Judge on the 9th U.S. Circuit Court of Appeals) and many others. The good fortune of having such a stellar cadre of teachers was not lost on me.”
Matheson said he is extremely proud of Munich.
“I remember Maritza as an intelligent, dedicated, and engaging law student,” Matheson said. “Her courage with respect to her position with Wal-Mart is a remarkable lesson in integrity for lawyers everywhere.”
Rose, Willard H. Pedrick Distinguished Research Scholar, said he remembered Munich well.
“She was in my Contracts class,” Rose said. “She was very good student, very animated, and a very nice person, well-liked by her classmates.”
After law school, Munich clerked for the late Fred C. Struckmeyer Jr., then Chief Justice of the Arizona Supreme Court, until he retired, and subsequently for his successor Stanley G. Feldman. Munich remarked about the accidental nature of her clerkship experience, as in the Fall of 1980 Munich had accepted an offer from the U.S. Department of Labor, a position that in January of 1981 was axed as a result of President Ronald Reagan’s federal hiring freeze. Upon hearing the news, Dean Matheson took it upon himself to call Justice Struckmeyer, who he knew still had one open clerkship position, and pitch Munich as a candidate for the position. Her clerkship, Munich recalled, was also made memorable since it took place during the time when Arizona Court of Appeals Judge Sandra Day O’Connor was elevated to the United States Supreme Court. Upon Justice Struckmeyer’s retirement in the Spring of 1981 Munich became one of the first two law clerks for newly appointed Justice Stanley Feldman, an experience that resulted in a lifelong friendship with Justice Feldman and his wife Norma.
Michael W. Sillyman, a partner at Kutak Rock, LLP, said he met Munich when she moved to Arizona and has been friends with her ever since.
“I knew she was smart and would be a talented lawyer,” Sillyman said. “She broke a lot of barriers. Getting a clerkship with Justice Feldman, one of the best justices we’ve had in Arizona, was a great accomplishment.”
Sillyman said that Munich was always a strong leader.
“Maritza is very personable, intent, sure of herself always, and with good reason,” he said. “This is a person for whom English is a second language, who had no problem navigating the legal world, a single mother who raised her daughter in Puerto Rico, Mexico and Arkansas, all while assuming a huge role in corporate America, and in a male-dominated area. She did it well, with integrity.”
After clerking, Munich practiced with Treon, Warnicke, Dann & Roush in Phoenix. Munich recalls fondly her time at the firm and, particularly, working with Dick Treon, whom she refers to as “one of the best and most dedicated lawyers I’ve ever come across.” She returned to Puerto Rico in 1985 and, after a stint as a civil litigation lawyer, in 1991 she left private practice to join Procter & Gamble as General Counsel for Puerto Rico and the Caribbean. She moved to Mexico in 1998 to assume responsibility for the company’s legal affairs in Mexico and Central America.
In 2003 P&G promoted her to General Counsel for Latin America, a coveted promotion, but one that required Munich to relocate to Caracas, Venezuela, at a time of great political unrest in the country.
“There were serious disturbances after the attempted coup against President Hugo Chávez in 2002,” Munich said. “People were being killed on the streets. My daughter was 15, and it just didn’t seem like the place where I wanted to live as a single mother.”
So, although she said her career at P&G was incredibly satisfying, when Wal-Mart approached her with the possibility of a top-level international position, but based in the US mainland, she accepted the offer and moved to Bentonville, Ark., to become Vice President and General Counsel for the International Division.
“It was a very challenging position, the sort of thing you want to do if you’re interested in expanding your horizons,” Munich said. “It’s the largest company in the world, and the wingspan of that position is incredible. Wal-Mart started in the international arena in Mexico, and by the time I joined, it was in 10 countries across several continents. It was very dynamic and challenging for an attorney.”
Munich said that attorneys working for companies in the international arena often face difficult challenges.
“Any corporation is going to have to address issues because of rogue employees, or difficult regulatory or political environments,” she said. “That, in itself, is not unusual for in-house counsel. It is how you address these issues and what you do that may make a difference.”
Munich said she relies on her personal ethical foundation.
“Everyone brings to the job a personal background, upbringing and set of values,” she said. “We have examples set by the people around us: teachers, fathers, mothers. Those examples build the core that defines who you are.”
In addition, she said, she is guided by her education, training and the fact that she has a license she must protect.
“Whether it’s Wal-Mart or any other employer, a lawyer has a unique role,” Munich said. “You are challenged to represent the corporation and, at the same time, make sure that the people you counsel and interact with are aware that you have ethical obligations that distinguish you from others.”
“This is a licensed profession, a license you earn through a rigorous course of study, that you apply for and take an oath to uphold. Not everyone you interact with is in that position. You are the lawyer, not for a specific person or team of people, but for the corporation and the shareholders. It is to them you owe your duty, ethical conduct, loyalty and best judgment.
“And contrary to what other people are free to do, you have no choice but to speak up and document wrongdoing. Otherwise you fail yourself and your corporation. If you don’t want to be put in that position, there are a lot of other things to do in this world. Choosing to be a lawyer is different.”
Munich points out that much of what is detailed in The Times article happened after she left Wal-Mart on Feb. 1, 2006. Munich said that, even when difficulties arise, it is important not to burn bridges.
When she left Wal-Mart, she decided to return to Puerto Rico to be close to her aging parents, as none of her siblings live on the island. She returned to her former San Juan law firm, Rivera, Tulla & Ferrer. Today, Munich is Chief Legal Officer and General Counsel for Puerto Rico’s Medical Card System, Inc., a leading health insurer on the island, providing private life and health insurance.
“It was easy for me to move, because I knew I could return to the law firm where I had worked in Puerto Rico,” she said. “I am grateful that I had former colleagues whose doors were always open for me to continue to practice my profession. Others may not have that option.”
“You can’t underestimate the stress that difficult situations in our careers inflict on people who have children to support and mortgages.” Nevertheless, Munich notes, the higher ground does offer rewards along the way.
“Few experiences will ever compare to the evening, shortly after The Times article surfaced, when, while driving home from work, my cell phone rang and it was Justice Feldman calling to tell me how proud he felt.
"You can’t put a price tag on a moment like that."
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