The Ethical Imperative, with Andrew Cooper – Episode 470 of The Action Catalyst Podcast

Andrew Cooper, a top attorney in his field and the Legal Coordinator and Head of Patent Acquisitions for Meta, talks about going from a trailer to a trailblazer by way of Japan and rural South Carolina, lays out just what intellectual property IS, covers non-compete and non-solicitation agreements, the 4 moral imperatives for any leader, shares a LOT of actionable tips for protecting your IP, and addresses how AI has changed things.

About Andrew:

Andrew Cooper began writing after migrating with his parents from a single-wide trailer in the deep south to a small island off the coast of Japan. Born in Walterboro, SC, Cooper’s journey to Okinawa would spark a life-long interest in humanity, technology, and the intersection of the two.

After receiving his doctorate from Emory University, Cooper joined the legal leadership teams of multiple Fortune 500 companies, rising in responsibility to General Counsel of UPS Airlines and serving on an executive staff responsible for overseeing billions in assets and over twenty thousand employees. Cooper would become the youngest and first African American to assume the role at America’s largest cargo airline.

A patent inventor and lecturer, he settled in Roswell, Georgia, with his wife and daughter. The Ethical Imperative is his first published book.

Learn more at Andrew-Cooper.com.

The Action Catalyst is presented by the Southwestern Family of Companies. With each episode, the podcast features some of the nation’s top thought leaders and experts, sharing meaningful tips and advice. Learn more at TheActionCatalyst.com, subscribe below or wherever you listen to podcasts, and be sure to leave a rating and review!

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(Transcribed using A.I. / May include errors):

Stephanie Maas
Andy, I’m Stephanie Maas, how are you?

Andrew Cooper
I’m well, how are you, Stephanie?

Stephanie Maas
I’m good. I’ll ask that super open ended question start at the beginning and tell me a little bit about you and your super interesting journey.

Andrew Cooper
Sure. So I am from a small town in South Carolina called Walterboro. If you are traveling down 95 you will pass right by it. I had no idea, no concept of what intellectual property was, or even the practice of law, until I was in high school and my my father brought home a movie called separate but equal, and I became exposed to the law and what lawyers can do. And that began kind of my curiosity to the practice of law. I ultimately went to college in Washington, DC and grad school in Atlanta, Georgia, at Emory. While at Emory, I did a few internships, one with the Coca Cola Company, and that’s really what started me down the path of IP really exposed me to the concept speed of innovation, and for companies like Coca Cola, Innovation is key to them staying at the head of of their their industry, and it should be something that small business owners think about as well. After leaving Coca Cola, I went to practice law at sharding and bacon in the patent litigation group. Moved from from there to UPS. I was a vice president of UPS, the chief IP council there, and worked for UPS Airlines. So my ups history was about seven years, and then I transitioned from UPS to meta platforms, which is where I am now. And I am the head of patent acquisitions. And I also do technology transactions, open source, and AI work for Meta and Mark Zuckerberg.

Stephanie Maas
So not a bad journey from a boy from Walterboro.

Andrew Cooper
Yes, Walterboro, South Carolina, population of 5000.

Stephanie Maas
Oh, my gosh. Okay, so waltersboro to Okinawa. Tell me about that.

Andrew Cooper
Oh yeah. So I didn’t even touch on Okinawa, but yes, when I was nine years old, around nine years old, my dad was stationed in Okinawa Japan, US Marine Corps, and so we moved to Okinawa, Japan. We were there for four years. A lot of my formative kind of relationships and and formative years were there in Japan. We stayed on base, went to Department of Defense schools, and opened my eyes to the importance of working with people from all walks of life, all backgrounds. That core value, I think, in organizations today, is really important. I also talk about this in the book, the importance of building open systems, that’s organizations that are able to assimilate information from various centers of innovation and to incorporate those really quickly into products and services. The organizations that we build today in the United States tend to be hierarchical. They tend to be pyramid structures, better organizations. Future organizations should be more like a biological cell, where you have lots of information coming in and being assimilated and worked through and finally incorporated into the organism. And those things that are bad, you kind of kick out, and those things that are good, you make a part of the system. And that really, I think, started my journey and thinking about open systems, diversity and inclusion and how to make organizations stronger.

Stephanie Maas
What a very real experience. Now, if you don’t mind, I’m going to ask you to kind of educate us a little bit, walk me through this idea of what is intellectual property.

Andrew Cooper
Yeah absolutely. So intellectual property is really the intangibles around your business that make it what it is. So when you think about a name brand, human generated content, these are things, anything that comes out of the mind of humans can be protected in intellectual property. Anything that’s affixed in a medium. So if you are an artist, and you conceive of an artwork or design or a painting, and you put that onto canvas that can be protected, companies, small businesses, big businesses, they tend to focus on products and services. They tend to focus on what am I selling and protecting what I’m selling, but behind that are rights that need to be protected, and when they’re not protected, you run into issues where people can steal and people can copy. So I. IP is integral. It’s part and parcel of running a good business. So when I worked at Coca Cola, one of the very first cases that I had to work on was an inventorship dispute, and at issue was a patent a novel gas barrier additive that Coca Cola included inside of its plastic bottles that extends the shelf life of carbonated drinks. So if you come up with this amazing container that can keep sodas really physical for a long period of time, that would be protected by the idea of patents, on the other side of that, you have trademarks, and trademarks are really, really powerful because they indicate source of something really strong. Trademark is Apple, for example. So an apple, it’s a fruit, right? But in the context of technology, Apple is a company and a company that makes really great products, and anytime someone sees the Apple logo, though, or they see the word apple on technology, they know where it comes from, and they associate a level of quality with it. So trademarks are really important. And when I was chief IP Counsel of UPS, one of the largest assets that sits on the book of business are the brands. This, the logos, slogans that indicate the source of the good, because there’s enormous goodwill that comes along along with it, some lesser known but really, really important forms of IP today include copyright with the advent of artificial intelligence, these AI systems are trained on content, and content is generated primarily by people. And so if you were an author and you write a book, that content is protected by copyright, and so to prevent others from taking it and using it in ways that you would, you know, object to. It’s important to protect those things. And companies do these, they create white papers and research and things like that all the time. So it’s really important to protect, protect that probably the least known and least used form of intellectual property is, is trade secret. And trade secrets can be so, so powerful their know how their confidential business information that gives you a competitive advantage that other companies don’t have. So if you are a small business, and you have a way of collecting data, and you hold that data, and no one else has that specific data set, or, you know, a way of doing something that is better than the way other people do it. That’s a form of of knowledge of intellectual property that can be protected.

Stephanie Maas
So if you have a sales process that is common practice in your industry that doesn’t really fall under IP.

Andrew Cooper
That’s right.

Stephanie Maas
But if you have a process that’s unique to your firm or organization…

Andrew Cooper
It could be a trade secret, but it’s you. You do. You have a process, a sales process, that’s different and unique and provides you a competitive advantage that other people don’t have, you can protect that as a trade secret.

Stephanie Maas
Ok. I know right now it’s kind of hot on the docket, this idea of getting rid of non competes and non solicitations.

Andrew Cooper
Yes.

Stephanie Maas
So you don’t typically hear IP being protected and non solicits or non competes. How is that a part of it? Or is it?

Andrew Cooper
Yeah, I mean, non competes and non solicitation are more on the side of employment law, they really deal with communications with employees that leave an organization, and what they can and can’t say to folks who remain inside that organization. So from a non solicit perspective, you can’t go and try to pull or entice other employees from where you’re leaving. On the non compete side, there’s, it’s adjacent to IP in the sense that the idea is you have developed some, some level of knowledge that is unique to an industry. And if you were to leave a company in the same industry and go to another company that is a competitor. You may take that knowledge with you into the competitor shop and use it in a way that is is detrimental to the company that you’re leaving. So there’s, it’s it’s adjacent to IP because it does deal with know how. And there are some rules about what you can restrict from the perspective of a person that is covered by a non compete so information that is derived from working within an organization, just as a result of you being there, you’ve developed a level of expertise. Typically, you’re not supposed to prevent someone from leveraging the. Expertise in order to earn a living, especially if it’s in like a market that is that’s really small, like a duopoly. Let’s going back to the coke example. You get Coke and Pepsi very large competitors, a non compete that is so broad that would prevent any Coca Cola executive from moving over to PepsiCo and not being able to leverage just their generalized skills as a as a lawyer or a scientist or a salesperson, those would probably run afoul and, of course, this is not legal advice, you know, you’d have to check with with the lawyer. You know, my experience has been those typically don’t, don’t fly, but you can narrowly tailor non competes in a way, as long as they are, you know, short in duration and specific to, for example, the work that an individual has done while they were there. So if you are a an amazing research scientist that came up with some some novel, you know, containers that extend the life of sodas, you could potentially prevent that person from going to a direct competitor and working on the exact same stuff. They can still work as a scientist, they can work on other projects, but typically you could, you can narrowly tailor that way to your point. There been a push to change non competes at a federal level. Some companies have gone too far with how they have sought to restrict the work of employees. And so it’s the jury is still out.

Stephanie Maas
Ok, I want to talk about the book, The Ethical Imperative, Leading With Conscious to Shape the Future of Business. Give me, from your perspective, kind of where this came from, what the intent was.

Andrew Cooper
Sure. So in 2018 I was the vice president, General Counsel of UPS Airlines, moved to Louisville, Kentucky, and started the role. I was a position as, hey, this is an opportunity for you to take on senior leadership large organization, 20,000 employees. And then covid happened, and so I began began journaling about the challenges that my my team were going through, and strategies for helping them to regain and retain high performance through that crisis. And I think it’s crisis for just about everyone. And so as I was doing research into like strategies that executives had used in the past. What I realized was that there are really four things, four moral imperatives, that any leader has to really focus on, and that’s the first is to work quickly, to move with speed. If you look at organizations prior to the 1970s a lot of those organizations, and they were run by Silent Generation, Greatest Generation, those organizations tended to divest power, closer to managers, closer to frontline supervisors, allowed employees to take a more active role in the decisions of the life of the organization. And so that’s where this concept of of speed as a moral imperative comes from. It actually relates to our topic of intellectual property, because the rate of innovation of an organization says a lot about its speed. Slow organizations tend to be less innovative. They tend to not engender or encourage the types of ideas from their employees that allow them to be avant garde, to allow them to be at the front of the pack, and it shows in the number of patents that they file many other ways. The second moral imperative is really to lead with inspiration to connect the work that we are doing to some benefit to the world. That is a goal that that we can all share in organizations like Coca Cola and their work on on water replenishment organizations like bombas and their work on providing socks to the homeless. These are critical pieces of the employee engagement puzzle. Really, it’s a puzzle that we have to solve. And so when I was working through the pandemic, I realized that by being a part of Operation warp speed, that was the Trump administration’s push to deliver medicines and vaccines around the world. It gave our employees a North Star. It was something that said, Hey, we are part of a movement to save the world. The whole idea, the slogan, it’s a patient, not a package, was really motivating during that time. The third moral imperative is community investment. Again, going back to organizations prior to the the 1970s what we found were organizations that invested in communities heavily. So Hershey, Pennsylvania would not be a place without Hershey. Bentonville, Arkansas would not be a place without Walmart, Coca Cola, even Atlanta. Not be the type of place it was without Coca Cola and Chick fil A and some of the other companies that have really opened up their their organizations to addressing needs of communities. And what we find is that organizations that identify a place that they want to transform and go about a strategic vision in doing that if, even if it’s public, or even if it’s a public, private engagement or just a private movement, doesn’t matter. The outcomes of those communities tend to be better than, for example, places like Walterboro, South Carolina, where there’s been economic distress for for for a long, long time. So the the Community Investment becomes a really critical piece. And then finally, the last imperative is openness. Building open systems is really what inspires organizations, people within organizations, to do their best work when they believe that even if there are disappointments, I know that there’s a level of meritocracy built in. I am being heard in the organization that the leaders care about me in the organization, these key pillars of being an organization that’s open makes employees perform better. What I have found, just as an employee, sometimes pair, can be a sense that we are creating walls between each other, where walls don’t need to exist. And so when we segment ourselves, rather than creating the places where we can connect, there’s a different feeling. So building bridges, opening doors, creating places where people can connect and embrace shared humanity become really important, and I think a lot of it stems from my experience through the pandemic. Because the truth is, it seemed like the world changed, but the world didn’t change. I think we changed. I think people, since we were all going through the same thing at the same time everywhere, people started asking questions like, do you really care about me? Does this organization care about me? I know the things that are really important to me now they’re things like, like family and and so we’ve just we had this re complete reset on the things that matter. And so what I’m bringing forward is that that caring has to be first and foremost, and when people, when you lead with caring, when you lead with systems that are welcoming, that create connections rather than create barriers, you tend to have more effective and high performing teams.

Stephanie Maas
Yes, that’s huge.

Andrew Cooper
I do want to go back a little bit to operationalizing some of the things that we talked about from an intellectual property side. How do I go about like best practices in securing my intellectual property rights? A few pointers, a few strategies for small and medium sized businesses, first conduct audits, regularly review and document the IP assets that are available to you and talk about patents, trademarks, copyrights, trade secrets, even designs, right? So patents, common utility and design, flavors, designs. You know how something looks, so look at your talk to your team again within the context of an open system, bring people together regional whiteboarding sessions actually going to folks who you know within your organization that have great ideas and say, Hey, we want to just sit down and put some of these ideas on paper. That’s the first step in going about securing those rights that you’re looking to secure. And do it regularly, like if it’s quarterly or yearly, that kind of thing, and keep a book. Sometimes in the old days, when I started practicing law, people would ask, Hey, where’s your where’s your IP book, you know, where’s your patent book, where? And it’s just a record of those ideas that have been captured. The second thing is to to register your your intellectual property. Now, there’s some, there’s some IP that you have protection from the minute that it’s created. So copyright, for example, you create a story. Say you’re a content company, and you have story writers the minute that they put pen to paper and they create that story. There is copyright protection, but there are other ways of registering that IP. You can register a copyright once a work is completed with the copyright office can file a patent application to protect an invention. These are things that you should do because they create enhanced protections for you. Sometimes they are notice protections that puts the world on notice that you are the owner of this thing. And sometimes there are there enhanced damages protection. So if someone does steal your IP or copies your work, you are able to get, you know, sometimes, three times the amount of damages as a result of you just registering your your intellectual property. I thirdly, I really encourage small. Businesses to engage in NDA practice, and that’s non disclosure agreements. Create a standard non disclosure agreement and use it routinely. Put NDA provisions in your employee agreements when they onboard and ensure that they are they’re time bound, and they’re reasonable. They relate to the work that the person is doing, not just with employees, but also with vendors. I should also say when you have vendors, they’re coming onto your property. Make sure vendors have NDAs, because you know your vendors walking through they you know people might have confidential information sitting on, uh, tables or desks, and it’s very easy these days to just snap a picture with your cell phone of confidential information. So make sure that your NDAs are in place and are protecting your information in that way, monitor and enforce your IP rights. An IP right is no good if it is not protected and enforced. So if you have copyrights, ensure that you are sending cease and desist letters when you believe someone is infringing, that you are engaging with competent counsel that can negotiate either the takedown of things that are infringing, ensure that you are looking in policing. Because what ends up happening is there’s a theory in the law that you know if you don’t protect your rights, you lose your rights. So if you, for example, know that someone is infringing your trademark and you don’t do anything to enforce it. Well, if you go for a sufficient period of time without doing it, you may lose some protections. So really look at monitoring enforcement programs. The last two things, I would say, one, educate your employees. So training employees on the importance of IP and best practices in protecting it can go a really long way to ensuring that you have a strong brand in the minds of consumers, and that you’re also keeping the value high on your products and your confidential information, your data, your systems. We at UPS when I was working there, had routine trainings on this stuff. It also goes a long way in just ensuring that people know when they have created something that’s worthy of protection. And I’ve seen this many times. You’ve got people out in the field, they’re working in an operating environment, a warehouse or a factory or something, they come up with some fix to a problem that is just a practical fix, because they are, you know, necessities of mother of all inventions, they have created a unique, efficient way of doing it, and nobody knows about it, except two or three managers inside that that factory, and it could be a solution that every factory would could use and create economies of scale, and we just don’t, we just don’t know about it, because employees aren’t educated in like who to contact when they come up with something that’s that’s good, like that. And I guess the the last thing I would say is implement security measures, use, use technical measures like encryption and access controls to safeguard your IP and your data. This is really important when it comes to trade secrets, because trade secrets, if they are, if they’re not protected, they can, they can be lost. Typically, if you lose a trade secret, the damages are so incalculable, they can’t be they really can’t be recovered. Because the idea is, only a few people know the trade secret, and if more people know the secret, then it’s really, it’s invaluable anymore. You know, though, the ultimate trade secret many people think about is, like the Coca Cola formula for Coca Cola, right ups. We also had, we had a system called Orion. It’s the reason UPS package cars only turn make right turns it so it’s there’s there…..

Stephanie Maas
Are you allowed to talk about that? Did you sign an NDA?

Andrew Cooper
No, I cannot tell you why, but there’s really important safeguards that you can put in place to protect that kind of stuff. Creating processes that block access to things that are critical to the organization are important for the value of the IP itself and your ability to recover if anything happens as a result.

Stephanie Maas
Super helpful. This is fascinating. Does it get old to you?

Andrew Cooper
No, it doesn’t. It doesn’t get old because every single day, people are creating new and amazing things. That is our nature as human beings. We are just so we’re tinkerers by nature, and as a result, I will always have a job. So I’m very grateful for that. But we are also, we are also very greedy as humans. We want to protect those things that we that we create. We want to generate value from them. And so that also is a motivator. Many, I know, many companies that provide cash incentives to their employees when they come up with great ideas or they get a patent. There’s also the ability to generate revenue as a result of of just having intellectual property. So there are companies that do nothing but license the things that they have created. So there’s. The licensing revenue that come from, can come from it. And of course, you know from a trademark perspective, just the mere fact that you know there are brands, if you see their logo, you know that it’s going to be a huge check associated with it. Creators across all industries are starting to realize brand value has been really, really important, and something that can bring a lot of financial reward. So I continue to be enamored with the field that I’m in with. The revolution in AI, we are seeing a new burst of creativity and innovation happening, and that is also very interesting to see how things are developing and changing in such rapid succession. There’s a book by a man named Azim Azar. It’s called the exponential age, and he talks about how we are moving so fast that we will that society will almost be unrecognizable. 1520, years from now, we’ll look back and say, My gosh, do you remember when we didn’t have tires that don’t have air in them? And do you remember when we had cars that were combustion? We don’t have cars with combustion anymore. I mean, heck, I can remember back when I was a kid. When I was a kid, I had, you know, one of those T floor set TVs with the the antennas sitting on top, and everything was kind of analog and grainy. And now, you know, my computer screen is, is three times, is efficient and clearer. And, you know, it’s just things that are things are changing rapidly for us, and that also just makes the practice of IP law very exciting.

Stephanie Maas
Well, your excitement and passion for it definitely comes through. This has been super interesting. Thank you so much.

Andrew Cooper
Absolutely. It’s my pleasure, and thank you very much.