Scott Barlow

VP, General Counsel
Valueclick (VCLK)

photos by Doug Barnett

At 39 years, old Scott Barlow has done something that is admired by most in the world of corporate law: he has earned his place as General Counsel for a publicly held company. And this isn’t his first time. Since 2001, Barlow has been the overseer of a $2 billion Westlake Village company’s worldwide legal department. But his heralded success at such a young age comes from the journey down a road less traveled, or less assumed, in and outside of the legal field. With the corporate landscape emphasizing multinational business, one could presume that after spending three years at a prestigious law school, the fast track to leading a corporation would be starting out with a big international law firm and working one’s way up from the bottom…slowly. Scott defied both. At 31, he earned his way to the General Counsel position and through an acquisition, Scott quickly found himself helping to lead the charge at the last free-standing powerhouse in online advertising: ValueClick.

Growing up in a family of airline pilots (both Scott’s father and brother are commercial airline pilots), the all-state Florida high school football player went to the University of Florida for his undergraduate degree. Scott quickly discovered that winning every personal and scholastic debate was something he was good at and passionate about. Scott chose a different professional path than his father and brother. Early on, Scott knew that his calling was in law and that coupled with his passion for debate led him to The University of Akron. It seemed like a perfect fit when it came to deciding which law school to attend. When asked why not Harvard or Columbia, Scott replied that (aside from not being accepted there) the University of Akron has one of the best mock-trial programs in the country and if he were to pursue his passion for litigation, this was the best fit. Like athletic programs, mock trial teams have playoffs as well and Scott’s team at the University of Akron ended up going to regionals every year he attended and competed with schools like the University of Chicago and Northwestern. "Since I graduated, they won the national championships twice," Scott says laughing about it.

After Law School, when the majority of his classmates were pursuing jobs at big Ohio-based firms, Scott got a job with the boutique San Francisco litigation firm of Raifman & Edwards. The next step was passing the dreaded 18 hour California bar exam, where the failure rate is more than 50%. The test is spread out over three days and Scott’s philosophy for passing was slightly unconventional.
"When I had to take the bar I basically started from scratch. I took the BarBri class but didn’t even go to the classes because I quickly realized I was back in class with the teacher instead of home doing study questions. I left that pretty quickly."

Over half the bar exam, no matter where you take it, is the multi-state test, and that part is all multiple choice. Scott explains futher, "What I found, and was told, is you can only come up with so many different scenarios. For example, they give you a fact pattern and you have to get the multiple choice question right." In doing the practice questions over and over again it became apparent to Scott was that there was a pattern. The names changed and the questions were worded differently, but by seeing the pattern you can tell what they are getting at. "That’s how you pass the bar. If you try to go over the outlines from law school, you’ll fail in a heartbeat." Scott passed the Florida bar exam studying the same way.

After passing the Florida and California bar exams, it was time to finally plunge into uncharted waters feet first. At Raifman & Edwards, they represented a sports trading card company called Upper Deck based in Carlsbad, California. Upper Deck has been a leader in sports cards and memorabilia for years with greats like Michael Jordan and Reggie Jackson sitting on their board throughout the years. In this world of networking Scott had some luck. David Cornwell, Upper Deck’s then General Counsel, went to school with Scott’s boss former boss Jon Edwards, and thus helped Scott secure the account. Scott was able to play a large role in major litigation right away with Upper Deck as they gave Raifman and Edwards all of their cases for a time. He was one year out of law school and already participating in courtroom trials.

"Big firms can take 3 years just for a young associate to be allowed to take a deposition. My experience as a young attorney doing litigation for Upper Deck was literally trial by fire." Scott fondly recalled getting his first experience examining a witness at trial of an Upper Deck case after sitting silently at the counsel table for nearly two weeks when he was just 27-years-old. "Cornwell and Edwards came to me the night before and said they were going to let me cross-examine a key witness," said Scott. “Edwards told me that ‘this is a multi-million dollar case and we are winning so we are going to give you a shot tomorrow – just don’t screw it up." Scott ended up examining four witnesses and Upper Deck won the trial.

The first glimpse and tutelage at learning how to be a General Counsel came from Scott’s relationship with Upper Deck’s David Cornwell. "Even though I liked doing trial work, I realized by going in-house and being the Head Counsel, I could get as involved in as many litigation matters as I wanted. Being in-house also affords a lot more diversity." Scott still hangs a letter in his office, written to him by the President of Upper Deck, thanking him for his efforts in his first trial and victory with Upper Deck.

After five years at Raifman & Edwards, in 1999 Scott followed his desire to go in house and began as Assistant General Counsel in charge of litigation for the Northern California based company Mediaplex. "In 8 months the General Counsel at the time moved on and I then became the General Counsel at the age of 31." Being a leader at any public company by 31 years of age is an immense accomplishment yet earning one’s way to the head of a department is virtually unheard of. Keeping this challenge in mind it goes to show that hard work and goal-setting is the foundation for success. When Scott went to Mediaplex, it was at the apex of the dot com boom and there were four companies on the same street going public. "We went public in November of ‘99 and at the height, in February of 2000, we hit $4 billion in Market Cap." After experiencing the peak and high of that unique time period in Market history, as many executives and investors did, Mediaplex was bought out by Westlake Village company ValueClick one year later at 1/80th the price.

The problem with the boom and bust is that people got greedy and lost sight of fundamental business principles like having a plan to become profitable. Businesses were operating without profits and only some had revenue with real business plans. The main focus was the Burn Rate, or the rate at which a company would run out of the money they raised in the IPO process. "When Mediaplex was worth $4 billion, their sales were only $26 million which underscores the myopic mindset at that time. ValueClick never got into that irresponsible way of thinking. “Jim Zarley, ValueClick’s then CEO, always ran the company like a real business. He wasn’t into the hype and didn’t shamelessly promote the stock. Jim’s focus has always been on the bottom line. He wasn’t as concerned with revenues if he couldn’t make money and had the foresight to see the forest through the trees. That’s why ValueClick ended up buying Mediaplex and not the other way around."

Leadership is one of the key reasons that ValueClick is still running strong amidst numerous companies that went out of business during that time period. They are doing so as the last free standing giant in online advertising with all of there competitors already gobbled up by the Yahoo’s and Google’s of the world. Scott Barlow currently manages three other attorneys and seven paralegals within the company along with working together with numerous outside firms, one being the renowned global firm Gibson, Dunn and Crutcher. The online advertising industry is a fast-paced, dynamic environment, so you have to be proactive instead of reactive to stay ahead. "The environment that I’m in changes so rapidly that I don’t have a lot of time to worry about success or failure." Scott added, "I simply meet every challenge head on, follow my instincts and take decisive action. When I do that, I’m comfortable with whatever happens." That strategy has paid off for Scott so far. The goals for Scott are high, as one could imagine, yet the directives that he and his fellow C-Suite have set for the future of ValueClick are paramount by comparison. Please visit www.valueclick.com for more information on the company and www.csqmag.com for updates and more information.