Alumni Spotlight: Brian Sandstrom (2007-2015; New York, Rome)

June 28, 2023

Cleary Gottlieb alumni often reflect upon their time at the firm with fondness and gratitude.

Brian Sandstrom (2007-2015; New York, Rome), Vice President and Associate General Counsel, Securities at Moderna, shares some of his thoughts below.

When were you at Cleary, what group were you in, and why did you choose Cleary/the group?

I joined Cleary with the summer associate class of 2006, and as a first-year associate in 2007. I was originally drawn to Cleary because of its international reach and the strength of the Latin America practice. What set Cleary apart for me from other global firms was the strength of its teams everywhere the firm had a presence. I had studied Latin American history in college and was interested in development work, as well as the possibility of working in a foreign office. I worked in the Rome office from 2012-2014, and then upon returning to New York worked largely on domestic capital markets projects until leaving Cleary in 2015.

What skills did you learn, or experiences did you have at Cleary that have served you well?

As a corporate governance and securities lawyer, I use the legal skills that I picked up at Cleary every day. However, I think the most important skill I picked up while at Cleary was being able to operate under pressure and to not be fazed by high-profile assignments. At Cleary I was fortunate to be able to work on a number of such assignments, particularly while working in the Rome office, where we worked on the recapitalization of Banca Monte dei Paschi di Siena, the world’s oldest bank. The recapitalization was covered in the Italian financial press at least weekly, with international scrutiny as well when we hit major milestones. This was good preparation for my first in-house role at GE, when a series of challenges landed the company in the press or on CNBC with great frequency. I joined Moderna in August 2020, a few months into the pandemic and right before we signed our first deal to supply COVID vaccines to the U.S. government. In that first year, it felt as if everything we said or filed was under an incredible microscope. The easiest way for me to know that a press release had been picked up was that the Wall Street Journal, New York Times, and sometimes even NPR, would push alerts to my phone summarizing what we’d issued, which was also a good way to know if our message had gotten across.

After Cleary you spent five years at GE and then transitioned to Moderna during the pandemic.

1. What did/do you enjoy most about each of these roles?

Working at GE was a great opportunity to work for one of the most iconic companies in history. But I also joined right before the company went through a series of challenges. Working there during this period provided a unique professional opportunity to help reimagine what the Board of GE should look like, and I was very fortunate to play a significant role in identifying and helping recruit and rebuild the Board through two different CEO transitions.

At Moderna, the challenges have been very different from what I experienced at GE. At Moderna, my role has largely been about helping what was in essence a start-up biotech manage through being launched onto the global stage in an incredibly compressed timeframe. I joined Moderna in August 2020 with the class that took us up to 1,000 employees. We had a small handful of subsidiaries with very few employees outside Cambridge, Massachusetts. Today we have over 4,350 employees and operations in 17 countries globally, and we’ll be adding 2,000 new colleagues this year. It has been exhilarating, albeit tiring, to be a part of this buildout. I conduct the orientation sessions on behalf of the legal department for all new employees and am highly involved in the operations for most of our foreign subsidiaries, so I have been able to witness this growth firsthand. Building is far more exciting than dismantling.

However, the most gratifying part of the role with Moderna has been the experience of being a part of team that launched the vaccine that helped change the course of the pandemic. I will never forget the disclosure committee meeting we had on a gray Sunday morning in November 2020 when we heard the Phase 3 trial results – no one on that WebEx call could stop grinning and many of us had tears in our eyes on hearing that the vaccine had exceeded our expectations in terms of efficacy. It was the first time I ever cried tears of joy when drafting an 8-K. And I assume it will be the last.

2. What’s the biggest misconception about your job?

The biggest misconception that many associates may have about my role as in-house counsel is that in-house gigs are a walk in the park compared to being at a firm. I certainly have more control over my schedule now that I am in-house, and I no longer pull all-nighters or track my time in six-minute increments, but the pressure to remain on top of things in-house can in many senses be more significant than when you are at a firm.

3. If you can share, what legal issues do you often need to consider?

Disclosure issues and ensuring compliance with SEC reporting requirements is a nearly daily concern. However, I also spend a significant amount of time thinking through governance issues and the role that the Board of Directors of a public company plays in representing the interests of shareholders. Both at GE and Moderna, I spend a lot of time meeting with investors, both in the fall and each spring before the annual meeting, collecting their feedback on governance or executive compensation issues and working with the Board or relevant committees on how to address that feedback.

4. What has surprised you?

I am often surprised by how much of my time in-house is spent on issues aside from actual legal analysis. I frequently spend a fair amount of time working cross functionally to address an issue, collecting feedback, and trying to reach collaborative solutions in a manner that has very little to do with what the law might say on a topic.

Do you have any favorite memories from your time at Cleary?

The two years I spent working in the Rome office will always be a highlight of my career. I loved working in the Rome office and was fortunate to spend a lot of time with the team in Milan as well. The offices were small enough that I felt like I had an opportunity to work personally with almost everyone in both locations. Daily lunch on the terrace in the office on Piazza di Spagna was incredible, if detrimental to my waistline. In one quintessentially Italian moment, Pietro Fioruzzi and I had to attend a drafting session in Milan on the other side of the city from Cleary’s offices near the Duomo during a simultaneous subway and taxi strike. So we went by Vespa, with me awkwardly clutching redwelds full of blacklines with one hand and holding onto the back of the moped with the other as Pietro dodged through standstill traffic.

What advice do you have for a young Cleary associate who may want to pursue a similar career path?

If you want to go in-house, try as early as you can to get assigned to one of Cleary’s issuer clients. As a first year, I was assigned to a new issuer client, which leaned on us significantly for governance and disclosure advice. I learned 8-K and disclosure rules, particularly the ins-and-outs of Reg FD, to a degree that would have been impossible had I only done deal work. Deal work is important, and I leaned on that experience a lot at GE, but at smaller companies (particularly if you want to move outside the financial sector), you will need a broader skill set. Dabble in things beyond capital markets – I am very grateful for time working through the proxy rules with Mary Alcock, even though many saw this as outside the scope for a capital markets lawyer. And try to get whatever exposure you can to M&A, intellectual property, and litigation as well. And be agnostic to industry. GE was the quintessential industrial conglomerate (while also being the seventh largest financial institution in the U.S. when I joined); Moderna is very much a biotech – I would not have been successful at either if I didn’t have the ability to learn a new industry and adapt.

What advice would you offer any young associate that you wish someone had offered you?

Be proactive about finding a mentor who will look out for your career and help you identify what you want to do, whether that means remaining at Cleary or going elsewhere. As I look back on my time at Cleary, I wish I had been more proactive earlier in my time at the firm on this front.

Is there anything I haven’t asked you about that you would want to share with the Cleary community?

My favorite thing about Cleary is the friendships that I cultivated as early as my first summer with the firm. I moved to New York from California straight out of law school, knowing almost no one in New York, and many of my favorite people in the world to this day were in my first-year class. While we sometimes joke about the degree to which our friendships were forged by fire, the firm really did a great job of attracting a group of smart, eclectic, and interesting people with whom you wanted to be friends.

Learn more about Cleary’s global alumni network here.