Building an Elite In-house Legal Department

Douglas Barnard, EVP, Corporate Development and Legal Advisor, CF Industries, USA

I have served in three general counsel roles in different industries over the past 27 years, including most recently for two decades with CF Industries (NYSE:CF). CF is an international producer and distributor of hydrogen and nitrogen chemical products, headquartered in the United States, with $11B in revenue, $6B in EBITDA, $15B in market capitalization, and 3,000 employees. During roughly the first half of my career with CF Industries, we outsourced nearly all our legal work to various law firms, including Skadden. By 2015, we were the largest client measured by billings in Skadden’s Chicago office, and one of Skadden’s 10 largest clients worldwide. Over the remainder of my career with CF, I built an exceptionally strong legal department, in fact one of the very best in the world, comprised of senior lawyers from top-tier law firms.

Douglas Barnard has served in three general counsel roles in different industries over the past 27 years, including most recently for nearly two decades with CF Industries (an S&P 500 chemical company). Over the course of his career with CF Industries, Doug had principal management responsibility and/or provided pivotal strategic input in: • CF’s $750MM IPO (2005) • CF’s $5B acquisition of a domestic competitor in a 16-month, four-way cross-border takeover battle during which CF played offense and defense simultaneously (2009–10) • CF’s $1.4B sale of its phosphate business (2014) • CF’s $5B capacity expansion construction projects (2013–16) • CF’s $3B production joint venture with a domestic customer (2016) • CF’s announced and then withdrawn $8B acquisition of a European competitor (2016) • CF’s new clean energy strategy, which involves reducing its carbon footprint dramatically and supplying ammonia as a carbon-free substitute for fossil fuels (2020–23) • CF’s extensive engagement with the UK government that helped restore the viability of CF’s shuttered UK operations (2021-23) • CF’s successful defense of hundreds of lawsuits arising out a fire and massive explosion involving products manufactured by CF (2013-23) and • CF’s $1.7B acquisition of a chemical plant (2023). Doug has become very familiar with all aspects of CF’s business, and this goes well beyond the legal function. For example, he was a CEO succession candidate midway through his career with CF. Doug was also an executive director and then board chair of CF’s controlled public subsidiary Terra Nitrogen (NYSE: TNH) for a period of eight years prior to CF’s $400MM acquisition of the publicly traded shares. As Doug approaches his 20th anniversary with CF, he has announced his intention to retire in January 2024. Over his remaining months with the company, he is serving as Executive Vice President, Corporate Development and Legal Advisor, ensuring a smooth succession process in the general counsel role.

CF Industries (NYSE: CF) is an international producer and distributor of hydrogen and nitrogen chemical products, headquartered in the United States, with $11B in revenue, $6B in EBITDA, $15B in market capitalization, and 3,000 employees. There are many reasons why Doug is proud to be associated with CF Industries. CF has an exemplary and robust ’Do It Right” culture, focused on worker and community safety; diversity, equity, and inclusion; legal compliance and business ethics; and environmental stewardship. At every CF board meeting, the participants discuss worker and community safety before turning to a discussion of production results. Over half of the directors on the CF board are diverse. Legal compliance and business ethics are of paramount importance in every business decision that CF makes. In terms of environmental stewardship, CF has an exciting new clean energy strategy, which involves reducing its substantial carbon footprint dramatically and then supplying clean ammonia as a carbon-free substitute for fossil fuels. The use of the clean ammonia that CF supplies as a carbon-free substitute for fossil fuels will allow CF’s customers to reduce their own carbon footprints dramatically in turn. In short, CF is on the right side of all the major issues of the day, and this will continue to work to its advantage as it always has in the past. As a result, CF has become a company that the most talented candidates want to join, and a company with superbly talented employees who are loath to leave. CF recognizes that its competitive edge, and its long-term economic success, all hinge very much on the enduring strength of its people.