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Billionaire-Backed Railroad Giants BNSF, CN Name Legal Leaders

Sept. 23, 2022, 2:31 PM

BNSF Railway Co. and the Canadian National Railway Co., two of the largest freight railroad companies in North America, have each named new law department leaders for the first time in more than a decade.

Roger Nober, chief legal officer at BNSF since 2007, will retire from the Texas-based company at the end of the year. BNSF said he will be replaced by veteran in-house lawyer Jill Mulligan, who most recently was regulatory general counsel for the company, whose parent is Burlington Northern Santa Fe LLC.

“We’re pleased to have Jill, with her experience and reputation, take on this important role that’s critical to BNSF’s continued growth and progress,” said a statement from Kathryn Farmer, BNSF’s president and chief executive.

Olivier Chouc confirmed via email that he became the new top lawyer earlier this month at CN, Canada’s largest railway. Chouc succeeds Sean Finn, who retired this month after serving as legal chief and corporate secretary for CN since late 2000.

Chouc joined CN that same year. He stepped into his new role at the Montreal-based company Sept. 15. CN has also elevated general counsel M. Cristina Circelli to the additional role of corporate secretary. She reports to Chouc, he said.

Earlier this year, billionaire Bill Gates‘s personal investment firm reduced the size of its stake in CN from roughly 13% to less than 8%, per Bloomberg News. CN serves all of Canada, as well as the Midwestern and Southern regions of the US.

BNSF has been owned since 2010 by Berkshire Hathaway Inc., the holding company of another billionaire, Warren Buffett. BNSF and CN are part of a railroad system that’s become a critical component of the US and Canadian supply chains.

GATX Corp., a Chicago-based railcar lessor, announced Sept. 20 that its general counsel Deborah Golden will retire Nov. 30. Golden, who has been GATX’s top lawyer since 2006, will be succeeded on Dec. 1 by deputy general counsel Brian Glassberg.

Legal Challenges

Unionized railroad workers employed by BNSF earlier this year protested at a Berkshire annual shareholder meeting over safety issues and a lack of pay increases. This month, BNSF was among several major US freight rail operators to reach an 11th hour agreement on a new labor deal to avert a massive strike.

Nober, who advised BNSF on its $44 billion sale to Berkshire, is a former partner at Steptoe & Johnson in Washington. He was chairman of the US Surface Transportation Board for a four-year sting that ended in 2006. Nober has been responsible for all legal and regulatory, environmental, communications, compliance, and public affairs matters at BNSF.

“Roger leaves a legacy of contributions in our industry,” said BNSF’s Farmer.

Mulligan, Nober’s successor as legal chief, is a former Steptoe & Johnson associate who joined BNSF in 2007. She was promoted several teams in subsequent years, working for the company in Fort Worth and Chicago. Mulligan will officially take over Nober’s top legal role at BNSF on Jan. 1.

Chouc, her railroad industry colleague, called Mulligan a great choice to succeed Nober. Prior to joining CN, Chouc began his legal career at a Canadian predecessor to Norton Rose Fulbright. He has been CN’s longtime vice president of law.

Finn, CN’s recently retired legal chief, didn’t respond to a request for comment. He received nearly $3 million in total compensation—converted at current US-Canadian dollar exchange rates—during 2021, according to a securities filing by the company. Bloomberg data shows that Finn owns nearly $8.5 million in CN stock.

Justin Howell, a former Cravath, Swaine & Moore associate now serving as a senior investment manager at Cascade Asset Management Co., Gates’s investment firm, joined CN’s board last year. A securities filing shows CN paid him roughly $186,000 in 2021. Howell owns more than $400,000 in company stock, per Bloomberg data.

CN’s promotion of Chouc follows its hire last year of Cyrus Reporter as vice president of government and regulatory affairs. Reporter, an Ottawa-based public policy expert, is a former partner at Gowling WLG, a global law firm with Canadian roots.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editors responsible for this story: Chris Opfer at copfer@bloomberglaw.com; John Hughes at jhughes@bloombergindustry.com