Voice of Experience: Joanne Moffic-Silver, Executive Vice President, General Counsel and Corporate Secretary at the Chicago Board Options Exchange

“I wanted to be a criminal lawyer until I worked at the Northwestern law school clinic where, as a law student, I assisted in defending alleged murderers,” said Joanne Moffic-Silver, the Chicago Board Options Exchange’s (CBOE) Executive Vice President, General Counsel and Corporate Secretary. Moffic-Silver ultimately decided that career wasn’t for her after attending a graphic crime scene.

Moffic-Silver graduated from the Northwestern University’s School of Law with a J.D. degree with honors in 1977. Inspired by one of her employment law professors, her first job out of school was at a labor and employment law firm.

“There were 19 lawyers and all of them were men,” she said. “I was the first woman they hired and I am sure they had no idea what I was capable of doing.”

In her role at the firm, Moffic-Silver represented companies that were charged with discrimination.

“I was on the other side of the table representing companies that were accused of unfair treatment of minorities and women,” she said. “I found that as a woman, my personal story gave me insight that allowed me to better represent my clients.”

While at the law firm, she worked on a project for a clearing firm at the Chicago Mercantile Exchange (CME), which piqued her interest.

“Commodities law was still in its infancy. The Commodity Futures Trading Commission (CFTC) had just been created in 1974 so the rules were very new,” she said. “This was also around the time my husband started work at a commodities trading firm. My father and I helped him negotiate his employment contract. I remember telling my father, who was also a lawyer, that I was very interested in this business and evolving area of the law.”

Moffic-Silver saw derivatives as something she could “specialize” in and wanted to explore. After two years in employment law, Moffic-Silver made a move to the CME as a full time staff attorney.

“I was working on rule filings and other legal and regulatory work at the CME. I enjoyed it and wanted to get more involved with enforcement law. I felt like I could help the public investor,” she said. “However, I decided to shift my interest in enforcement to an SEC regulated exchange because my husband’s firm soon had two of its members on the CME’s Business Conduct Committee.”

The function of the Business Conduct Committee (BCC) is to monitor compliance with the bylaws and rules of the Exchange. They also have the ability to impose sanctions on Members of an Exchange if they find a violation has been committed.

“To avoid even the appearance of a conflict of interest, I decided not to pursue enforcement law at the CME and began looking for similar opportunities elsewhere,” she said.

Joining the Options Exchange

While exploring, Moffic-Silver met with Arne Rode, CBOE’s General Counsel from 1980-1988. He initially said he didn’t have any openings but the next day, he called her back with an offer.

“I spent half my time working for the General Counsel and the other half of my time on enforcement work,” she said. “I found out later that I was “forced” on the head of the enforcement division, which might have led to some resistance. I was given the most difficult cases but I knew that by working hard and smart, I could succeed.”

Her hard work paid off and at age 30 Moffic-Silver was promoted to Chief Enforcement Counsel and officer of CBOE. She spent 15 years in that role, building an enforcement department by hiring 4 staff members.

It was also during this 15 year span that she grew her family as well. Moffic-Silver and her husband had three children.

“I remember Arne Rode calling me while I was on maternity leave with my daughter in 1988. He was leaving the company and wanted me to position myself for his role. However, my mom was ill and I had a newborn and two other children under the age of five at home. I didn’t think it was the right time for me to seek the General Counsel position,” she said. “You know, everyone has a way of finding work/life balance and this was my way. I had a strong feeling the opportunity would come again when the timing was right for me.”

Passing on that opportunity did not slow Moffic-Silver down. By the early 90’s, Moffic-Silver had been appointed Corporate Secretary and promoted to Associate General Counsel, and was working hand-in-hand with CBOE’s outside general counsel at the time, the law firm of Schiff Hardin.

In 1997, William Brodsky was appointed Chairman and Chief Executive Officer of CBOE.

“I didn’t know this at the time but when Bill came in, he hired HRB Consulting to assist him in finding the right person to serve as General Counsel. HRB interviewed the Board members and management to identify potential candidates from both inside and outside the Exchange,” she said.

Soon after, Moffic-Silver was appointed General Counsel. To this day, she is the longest serving General Counsel at CBOE with 18 years under her belt. Subsequently, she became the first female Executive Vice President.

“I was involved with the Exchange’s strategy and corporate business initiatives. I fought for this title and to this day still believe that in my field, status matters.”

Most Proud Achievement

Looking back on her career in reviewing her many accomplishments, Moffic-Silver is most proud of CBOE’s victory in a litigation epic that involved six courts and spanned more than seven years. In 2000, the International Securities Exchange (ISE), a competitor exchange, began securing a foothold in the options business. ISE’s strategy was to procure the right to list options contracts that had been listed exclusively by a single exchange. ISE successfully litigated against McGraw-Hill and Dow Jones, ending exclusivity on options on ETFs. In the wake of ISE’s aggressive strategy, Moffic-Silver knew she had to be one step ahead and protect CBOE’s listing rights for contracts on indices.

In 2006, ISE filed suit in New York federal court to list CBOE’s exclusive options contracts on the S&P 500 and Dow Jones indices. Moffic-Silver recognized the need to move the case from New York federal court to Illinois state court. The CBOE then sued the ISE in Illinois state court relying on previously established precedent that indices are eligible for intellectual property protections. Moffic-Silver’s strategy proved successful and the Illinois trial court found that ISE would be misappropriating proprietary rights by listing unlicensed index options contracts. The ISE unsuccessfully tried appealing the decision in both Illinois and US Supreme Courts. The case finally concluded in 2014 when ISE attempted, but failed, to resurrect the case in New York federal court.

“To me, this was the most important outcome in any case of my career because it secured CBOE’s strategic position for these key products for many years to come,” she said. Moffic-Silver was proactive, knew where the Exchange was vulnerable, and acted to protect it.

Women Gaining Momentum

Besides being proud of the work she has done to help secure CBOE’s exclusive rights on index products, Moffic-Silver is also proud of her ongoing work as a mentor. In addition to hosting a summer intern program with Northwestern Law School, Moffic-Silver has hired and mentored young women at the Exchange and is involved with several industry initiatives that promote and provide opportunities for women including Women in Listed Derivatives (WILD) and The Chicago Network.

She referenced industry advertisements which featured women as powerful, prominent, and successful.

“Clearly, these ads send a strong message that more women are becoming integral to the success of the financial and legal industries,” she said. “It’s also important for women to market themselves and to serve as role models by taking on keynote speaking engagements and serving on industry panels.”

When asked if there is any career advice she wished she had heard when she was younger, she said she wished she had learned how to play golf.

“I now see how predominantly male industries, including law firms, build relationships and conduct business on the golf course,” she said.

Moffic-Silver also believes women should help each other more and emphasized the need for women to be more conscious of their hiring decisions.

“We don’t realize the power we have,” she said. “I exercise this ‘power of the purse’ each time I engage outside counsel or other vendors. I ask about the composition and diversity of their teams, and their answers factor into my decision-making.”

Moffic-Silver also underscored the importance and role of men to help support women in the workplace. The CBOE has built a strong track record of placing women in senior positions under Brodsky and has expanded under the current CEO, Ed Tilly. Females hold the top position in Legal, Human Resources, Corporate Communications, Compliance, Investor Relations, Facilities and Marketing.

Moffic-Silver’s legal division, which she built from 5 full time lawyers to a staff of 17, is currently 40% women and CBOE’s Board of Directors is made up of more than 30% female directors.

In closing, Moffic-Silver said, “I get excited by helping qualified women succeed, and want to provide women with talent the opportunities they deserve. If you have the power to make a change, do it.”

By Jessica Titlebaum