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The Black General Counsel Project: BorgWarner’s Tonit Calaway

Dec. 15, 2020, 11:01 AM

BorgWarner, Inc.‘s chief legal officer and chief administrative officer Tonit Calaway makes it a priority to understand all of her outside service providers’ diversity and inclusion practices, from internship selection processes to origination credit.

“What I’ve outlined is not simply a ‘check the box’ exercise,” Calaway said in a recent Bloomberg Law survey.

She elaborated,"I often demand that a certain file be represented by a talented diverse lawyer and I ask the question of who gets the billing . If the answer is a name that is different than that of the diverse lawyer representing me, then there is a problem that will warrant further discussion.”

Black general counsel now make up over 5% of all general counsel in the Fortune 1000, a significant milestone tracked by the Black General Counsel 2025 Initiative and first reported by Bloomberg Law. We reached out to over 50 Black legal chiefs whose companies were in the Fortune 1000 in 2019 or 2020 to learn more about their careers and diversity at the top of the legal industry and heard from 39 of them.

Calaway joined BorgWarner, an automotive systems and components company based in Auburn Hills, Mich., in 2016 as vice president and chief human officer, and she became executive vice president and chief legal officer in 2018. Prior to that, she worked for motorcycle maker Harley-Davidson, Inc., for nearly two decades.

These responses have been edited for clarity and length.

Bloomberg Law: What are some key matters you and your team are working on right now?

Tonit Calaway: Right now, the team and I have been spending the majority of our time on the legal matters pertaining to BorgWarner’s acquisition and integration of Delphi Technologies.

BL: What’s the best leadership advice you’ve gotten, from mentors or others?

TC: One of the best pieces of advice that I received from a mentor was that to succeed in business, it’s critical to gain global experience and that there’s no better place to do that than in the automotive industry. I put that advice into action when I joined BorgWarner in 2016.

BL: What advice would you give to lawyers who want to go in-house?

TC: Go for it. It is a different experience from being outside counsel. Inside counsel is expected to really know the practical and strategic business issues their business colleagues face. A successful in-house client is one that is so trusted that they are brought into situations not just for their legal expertise but their business acumen—these are the lawyers that have a seat at the table.

BL: What do you wish you knew at the beginning of your career that you know now?

TC: Nothing. I don’t believe in looking backwards. I believe that every failure and experience was purposeful, and my job was to learn from each and every one of them. I have learned a tremendous amount from my failures, and they have been an instrumental part of my development. I have never let anyone, or anything, stop me from what I wanted.

BL: Why do you think the number of Black general counsel has been on the rise? Have you observed any changes in the past few years that have contributed to recent increases in representation?

TC: I really don’t know how to answer this. The fact of the matter is there are not enough, period. There are and always have been highly talented Black lawyers out there that are fully capable of being a general counsel.

BL: When you’re looking to hire outside counsel, how does diversity come into play in your evaluation of law firms?

TC: With any external service provider, we want to know and understand their prioritization of diversity and inclusion ideals. We’re interested in better understanding the selection process behind: summer associates and internships; skill building, high profile, and/or lucrative projects; billing, sales, and origination credit; and key leadership roles. We would like to better understand how they allocate resources that support achieving their diversity and inclusion goals, including for recruitment, development, and retention. We want to know how they evaluate and publicize diversity successes and failures, and how they incentivize contributions to diversity through your compensation structures. We evaluate each of our external service providers on these deliverables, holding them accountable for their efforts to further diversity and inclusion.

What I’ve outlined is not simply a “check the box” exercise. We hold the BorgWarner Beliefs of inclusion, integrity, excellence, responsibility, and collaboration in very high regard and that extends to the companies with whom we do business. Finally, I often demand that a certain file be represented by a talented diverse lawyer and I ask the question of who gets the billing. If the answer is a name that is different than that of the diverse lawyer representing me, then there is a problem that will warrant further discussion.

BL: What opportunities or changes has the pandemic brought to your job and your team?

TC: The pandemic has changed the way in which we connect with one another on a human level, but I have always been of the belief that as long as the work is getting done well, I did not care where my employees worked. They were always free to work from home. There is nothing better for me than seeing the team in action and in our current remote working environment, they are still getting things done and haven’t missed a beat.

Questions by Ruiqi Chen and Lisa Helem.

To contact the reporter on this story: Ruiqi Chen in Washington, D.C. at rchen@bloombergindustry.com

To contact the editors responsible for this story: Rebekah Mintzer at rmintzer@bloomberglaw.com;
Lisa Helem at lhelem@bloombergindustry.com

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