Janine Downing – Marchon Eyewear

There’s nothing like on-the-job training, and for Janine Downing, a critical lesson was learned when she became de facto head of the legal department at Marchon Eyewear, Inc. in April 2022 after eight years with medical and dental products company Henry Schein.

Janine Downing | Marchon Eyewear | Assistant General Counsel & Corporate Secretary

“Compliance and legal aren’t viewed highly by sales and marketing at any company,” she says with a good-natured chuckle. “I learned quickly that you don’t just say ‘no.’ You have to build trust with your business colleagues and create partnerships.”

The sales and marketing departments at Henry Schein floated ideas for product promotions and loyalty programs; they’d ask Downing to sign off. While she wouldn’t initially if she perceived issues, Downing offered an alternative approach to accomplish the same means. Now, at Marchon, she also proves her business credentials by drafting agreements for Marchon to design, manufacture and distribute eyewear and sunglasses for other brands, including Britain’s leading independent company, Paul Smith, in the second half of 2022.

That took some doing, Downing tells Vanguard from Melville, New York, headquarters in June. Before the deal was sealed, there was much back and forth, but she says both parties were satisfied, and the first product launched has proved popular with European consumers.

This past spring, Downing was the point woman for the closing of three more partnerships in a six-week period. Although the formal announcements are still forthcoming, everything’s signed, sealed and delivered, and Downing’s exploring other possibilities.

“It’s always a great feeling of accomplishment when you get the signatures,” she says. “No two contracts are alike, and with each agreement signed, I learned something new to take to the next one.”

One-stop legal shop

It’s an unconventional role Downing has at Marchon, where her letterhead reads assistant general counsel and corporate secretary. Only there’s nobody above her in the legal department, the general counsel who hired her long gone and the official role unfilled due to leadership’s decision not to backfill it.

That’s resulted in Downing being the only in-house lawyer supporting Marchon with a to-do list that might exhaust the energy of several, but she seems to relish the responsibilities and relaxes whatever reservations her colleagues might have about the legal department.

“Although it’s been a trial-by-fire experience, everyone has been very supportive, smart and a pleasure to work with,” she says. “I can’t help but feel I’m part of the broader company and not just legal.”

Her business counterparts conduct the initial discussions about a possible partnership, and once it’s moving forward, Downing assesses risks and sets negotiating points. While Paul Smith was well established in eyecare, other brands aren’t so solid, and, in these cases, Marchon must guide its new partner through product development, manufacturing timeframes and whatnot. Marchon has a manufacturing facility in Italy and distribution centers in New York City and Amsterdam; something always happens somewhere.

While Downing tries to do as much in-house as is practically possible, she retains outside counsel for trademarking, antitrust and other matters. Marchon, having been absorbed in 2008 by Vision Service Plan, the parent company, handles labor and employment, which allows Downing to focus mostly on growing the company through partnerships and ensuring regulatory compliance. As she says, that’s more than enough to keep her busy.

And it’s all part of being an in-house lawyer, which is another role Downing arrived at somewhat circuitously.

Wright stuff and more

Born and raised on Long Island by two working parents, Downing initially saw herself in journalism. Her father worked machines at Newsday, and she enjoyed writing, though law was always somewhere in the background.

At George Washington University and Lehigh University, she majored in journalism, graduating from the latter in 2004 and holding off on law school for five years, part of the time while working as a paralegal. Upon applying to law schools in 2009, she recalls getting an email from the since discredited for-profit Florida Coastal School of Law—more on that later—and thinking it a gag as it offered a scholarship and waiver from the application fee. Downing’s then-husband-to-be, Derek, emphasized this was a once-in-a-lifetime opportunity. The couple moved to Jacksonville, where he enrolled in an MBA program at the University of North Florida, and she commenced her legal studies at FCSL.

By 2012, each had their degrees and returned north with a 1-year-old son and another on the way. The early 2010s were a difficult time for new lawyers, what with the Great Recession causing law firms to economize. Downing took a compliance role in 2014 at Henry Schein, which she smartly factored would take on added importance at the company, whose products included vaccines, pharmaceuticals and financial services in addition to medical and dental supplies.

In 2015, Henry Schein upgraded her to a full-fledged lawyer, managed litigation, reviewed contracts, and advised on compliance for the next six-plus years. Downing proved herself, and the soon-to-depart Marchon general counsel reached out to her. While it was a lateral move, Downing says combining a smaller legal department and a more complex business model offered her more room to grow.

She has and says her journalism background aids in poring over contracting details. She also talks excitedly about Marchon’s sustainability commitment, Eyes on Tomorrow.

“It’s not cheap to commit to this effort,” Downing says. “There’s not much ROI (return on investment), but we want to be socially responsible. It makes for an interesting balance of cost vs. benefit.”

On a more personal note, Downing says her social responsibility is evidenced by her not joining in a class action suit against her law school that closed in 2021 after failing to meet the American Bar Association’s academic standards. “Morally, it wouldn’t feel right because I am gainfully employed,” she says. “It also doesn’t really matter where you went to law school. It’s what you make of it.”

Professionally and personally, Downing says she and her husband can take pride in what they have made of their lives, each in a prominent position while tending to four sons between the ages of 4 and 13.

He recently celebrated his first anniversary as managing director at the multinational investment bank Stifel Financial Group (where he has worked since 2013), while she works at expanding the bandwidth for a more advisory position, either at Marchon or elsewhere.

“That’s where I see my own value,” she says. “Not just in transactional documentation and negotiations, but more in strategic counseling and collaboration. The lessons I learned at Henry Schein—have an alternative to ‘no’—have served me here and gained trust from the business side.”