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Groupon Inc.’s general counsel, Dane Drobny, will resign next week to return to law firm Winston & Strawn as a partner. Groupon disclosed Drobny’s voluntary resignation in a securities filing, adding that he would continue as its outside general counsel until the end of the year.
Drobny’s exit comes as the e-commerce marketplace moves to restructure its operations, with Groupon having announced last summer that it was laying off 500 employees. The company cut another 500 workers in a second layoff round last month. However, Groupon spokesman Nicholas Halliwell said the company would not name a new legal chief to succeed Drobny.
According to the company’s most recent proxy statement, Drobny received nearly $5.1 million in total compensation from Groupon in 2021. That sum comprised $3.9 million in stock awards and more than $1.1 million in cash, including a $590,000 annual base salary. Groupon said Drobny received his bonus in January 2022 “in light of management changes and to ensure stability and retention through the transition” of Kedar Deshpande as the company’s new CEO.
Deshpande has sought to cut costs to offset mounting losses since taking over the company’s top leadership role in 2021. Drobny’s departure comes when Groupon seeks to restructure and regain its footing in a challenging e-commerce environment.
Drobny joined Groupon as its top lawyer in 2014, succeeding former general counsel David Schellhase, who joined Sullivan & Cromwell last year. Before joining Groupon, Drobny had been a litigator at Winston and the legal chief for Sears Holdings Corp.
Winston has close ties to Groupon, having helped take the company public in 2011. Richard Ginsberg, the former head of Winston’s technology and emerging companies practice, has been another critical legal adviser to Groupon’s co-founders, Eric Lefkofsky and Bradley Keywell.
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Drobny “will receive no benefits under his severance benefit agreement in connection with his resignation,” Groupon said in its filing. The company has the right to terminate Drobny’s outside general counsel services agreement at any time. Drobny’s unvested equity awards in Groupon will continue to vest so long as he continues to provide services to the company.
In light of Drobny’s resignation, Groupon will need to carefully consider its legal strategy going forward, particularly as it seeks to navigate an increasingly challenging e-commerce market. However, with Drobny continuing to provide outside general counsel services to the company through the end of the year, Groupon will be able to draw on his expertise as it looks to redefine its operations and move toward a more sustainable business model.
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