SARBANES-OXLEY
Kaden doesn’t complain about the Sarbanes-Oxley
Act and SEC requirements imposed following the
accounting scandals at Enron Corp. and other corporate giants. “There was clearly a need to hold public
companies more accountable....And there’s limited
value and merit in complaining about it,” she said.
but what matters most is the commitment of senior
management...to ethical business conduct.”
OUTSIDE COUNSEL
“We really don’t have a principal outside counsel in
the classic sense,” said Kaden. She prefers to handle
as many matters in-house as practical, summoning
If these people do not feel professionally satisfied, it is my
fault—full stop.”
in the trenches, Kaden joined Cravath in 1981, working on antitrust, intellectual property and defamation
litigation, as well as transactional work.
In 1986, Kaden, then pregnant with her second
child, went in-house at Columbia Broadcasting
System, working on a variety of corporate, regulatory
and broadcast law matters. “It was a dream job,”
Kaden recalled. “I wasn’t pigeonholed in any way.”
Kaden became general counsel in 1989. As the
chief lawyer, Kaden was involved in CBS’ 1995 acquisition by Westinghouse Corp. She also oversaw some
“fascinating litigation,” she said. Kaden was hired as
chief lawyer for Campbell Soup in April 1998.
In meeting the new accounting and corporate governance requirements, Campbell Soup was able to build
from a “strong and viable pre-existing foundation” of
procedures to ensure accurate, transparent financial
reporting, said Kaden. Before the chief executive and
financial officers certify the company’s quarterly financial reports, the numbers are certified internally by
the responsible officials, and further vetted in face-to-face meetings involving the chief executive officer,
chief financial officer and senior managers.
“I’m blessed with a company that was recognized
for excellence in corporate governance long before
it became popular,” said Kaden. “Any company can
have procedures and safeguards by the boatload,
outside firms on a case-by-case and deal-by-deal
basis. Kaden regularly calls on New York’s Cravath,
Swaine & Moore for corporate matters.
ROUTE TO THE TOP
Kaden graduated from Cornell University with a
B.A. in history in 1972 and went on to receive a master’s degree in history from the University of Chicago
in 1973. She is a 1977 graduate of Columbia Law
School, where she was on the law review.
After a clerkship with U.S. District Judge Marvin
Frankel in New York, Kaden returned to Columbia in
1979 as a law professor, teaching contracts, civil
procedure and commercial law. Wanting some time
PERSONAL
Kaden is married to Lewis Kaden, a partner at New
York’s Davis Polk & Wardwell. The couple have two
children, David and Rebecca, as well as two sons from
Mr. Kaden’s prior marriage, Douglas and John.
A BOOK AND MOVIE
In an Uncertain World: Tough Choices From Wall
Street to Washington, by Robert E. Rubin and Jacob
Weisberg, and Bend It Like Beckham.
—WILLIAM C. SMITH
This profile appeared in The National Law Journal on
Jan. 19, 2004.
