Women @ RopesTalk: Conversation with Jan Sbarbaro, Lyric

On this episode of Women @ RopesTalk hosted by IP transactions and licensing partner Megan Baca, IP transactions partner Emily Karlberg returns for another engaging conversation, this time with Jan Sbarbaro, the chief legal & compliance officer and corporate secretary of Lyric, a platform-based healthcare technology company, committed to simplifying the business of care by preventing inaccurate payments and reducing overall waste in the healthcare ecosystem. They discuss Jan’s impressive 30-plus-year career in the legal field, her transition from litigation to in-house roles, and her current responsibilities at Lyric. Jan shares valuable insights on navigating career challenges, the importance of self-confidence, and balancing a demanding career with family life.

Transcript:

Megan Baca: Welcome to Women @ RopesTalk, a podcast series brought to you by the Women’s Forum at Ropes & Gray. I’m Megan Baca, the managing partner of our Silicon Valley office here at Ropes & Gray. I co-lead our IP transactions and licensing practice. My own practice focuses on life sciences, technology, and AI-related licensing and collaboration transactions. I also co-lead our digital health initiative. On this episode, I am excited to once again be joined by my West Coast colleague, Emily Karlberg, who was recently promoted to partner here at Ropes & Gray. Welcome, Emily, and, of course, congratulations. I think this is actually your third episode of Women @ RopesTalk—we absolutely love having you and your guests on this podcast, so thanks for joining us.

Before we get into the details about your current guest today, why don’t you go ahead and just reintroduce yourself to our listeners, and give a quick overview of your practice?

Emily Karlberg: Absolutely, sure. My name is Emily Karlberg, and I’m a partner in our intellectual property transactions group, where I focus on complex intellectual property, technology, and data issues in connection with mergers & acquisitions and other strategic transactions. I’m also co-developing our complex carve-out transactions’ initiative, which is actually how I met our guest today.

Megan Baca: So, who is that—who’s the guest you’ll be interviewing on this episode today?

Emily Karlberg: Our guest is Jan Sbarbaro, the chief legal & compliance officer and corporate secretary of Lyric.

Megan Baca: How did you and Jan start working together?

Emily Karlberg: I met Jan just after we completed a very complicated divestiture of Lyric, where she works now, which was formerly known as ClaimsXten. The divestiture was from Change Healthcare, which you may remember was then undergoing an acquisition by United Healthcare. Following the sale to TPG, Jan moved over from Change Healthcare to become Lyric’s first legal executive, and has since established a robust corporate governance program, regulatory and privacy frameworks, compliance policies, corporate training programs, and she oversees the entire legal function of the company.

Megan Baca: Wow sounds like a lot. What are the most noteworthy matters you’ve worked on together?

Emily Karlberg: Most noteworthy would have to be Lyric’s first transaction, which we completed last year, where Lyric acquired some strategic AI-based claims auditing models and customer contracts from a company called Cogitativo. It was a small deal but there were a number of really complicated factors, and Jan was critical in thinking through the integration of the assets into Lyric’s business.

Megan Baca: Awesome. When you think about Jan’s career, what do you think our listeners are going to be most interested in hearing about?

Emily Karlberg: Jan has had a really exceptional career, and it’s so hard to pick just one thing that would be notable, but over the years that I’ve worked with her, I’ve always been so impressed by how engaged and enthusiastic she is about her role in keeping on top of the latest trends in legal and regulatory changes in the law, and in health care in the payment processing sector. Whenever she comes to us with a question or a project, she’s already done the research on the topic, and she has background to explain why the questions she is asking are really important to her business. At the same time, she’s been dedicated to mentorship and supporting other women in the legal industry and has certainly played a mentoring role to me in demonstrating how to navigate the challenges in moving over to a new company, best practices in working with new leadership, and building a successful legal function from the ground up at Lyric.

Megan Baca: She sounds incredible, so I’m excited to hear it. With that, I will turn it over to you and Jan.

Emily Karlberg: Jan, you’ve had an impressive 30-plus-year career in the legal field. Can you take us back to how that career started when you were at the Colorado Supreme Court?

Jan Sbarbaro: Thank you, Emily. I was really lucky—I got a clerkship after I graduated from law school. I clerked for the chief justice of the Colorado Supreme Court for a year. Then, I went to Morrison & Foerster and did some litigation work in Denver, Colorado. And then, from there, I moved in-house and have worked for several health care companies, ending up where I am now at Lyric.

Emily Karlberg: Can you tell us a little bit about the transition from Morrison Foerster to your first in-house company and how you tackled that transition?

Jan Sbarbaro: Yes. At Morrison & Foerster (many of your audience have probably worked for very large law firms), you work on an array of matters. I was actually a litigation associate, so I worked on an array of matters for various different partners. You learn different things working for different types of people. I moved in-house to Thomson Reuters in their health care group, and it was just a big change from being a litigation associate doing research and writing briefs to doing transaction work. So, I had to learn transactions, doing a lot of contracts. Then, from there, you’re in a health care world—you learn privacy law, and then I had to learn regulatory law. In an in-house situation, you have the opportunity to learn more and more about different areas across a company.

Emily Karlberg: Yes, absolutely. As you were learning all these new areas of the law, what are some other strategies that you’ve employed to be successful at a big in-house company?

Jan Sbarbaro: One of the things that I’ve found that’s been very helpful for my career is you have to be bold—you have to just keep adapting and trying new things. For example, I had these steppingstones from litigation to, now, I’m a general counsel of a health technology company. But over time, I’ve had to move from back in my day it was Y2K and Y2K warranties—I still remember it turning the year 2000 and wondering if we were all going to shut down on our computers—and now, we’re dealing with AI. I recently, for example, took over our data governance and AI governance at Lyric and had to learn AI. In fact, Emily, I sat for the IAPP AI exam. I felt like I needed to do that to keep my career going. I had to go to a community college in my neighborhood and take the exam. I don’t know if you’ve done this, but you go into these testing centers and you have to take off your watch, your jacket, they look on your sleeves, and you go and sit in this room. I’m sitting in this room with a bunch of 20-year-olds taking an exam so that I could just check that box and say, “Yes, I am qualified to try to figure out how to run our AI and data governance program,” and I passed the exam.

Emily Karlberg: That’s great to be keeping up with all the recent trends and things that come along. It’s funny you go back to Y2K because so much has changed and it’s changing so rapidly in our industry. To talk a little bit more about your career, how have you dealt with major obstacles in your 30 years as a practicing attorney?

Jan Sbarbaro: You will always have good bosses and bad bosses. I’ve had a few of both. I would suggest that people just learn from the bad bosses. You hear that saying, that “Information is power,” and I really believe that’s true. I worked for somebody who didn’t share information. And so, what I’ve done to make sure that I’m a good boss, I always share information. Even when my children come to me and they complain about their boss (they’re all adults now), my advice to them is, “You need to just learn from those bad bosses and not repeat it.” For me, the information sharing is the thing I learned the most from a bad boss. Now, you’ve got some good bosses too, and you can really learn from them. When I was at Morrison & Foerster, I wrote a summary judgment motion, and I was working for a very new partner at that time. On the day we were supposed to start the trial, the judge granted the summary judgment motion. It was a big deal, and that new partner gave me the credit—I wrote it, he gave me the credit. I’ve taken that lesson and I’ve always tried to make sure that I don’t take credit for people on my team that have done great things, and I always make sure that they get the credit for the work that they’ve done. So, those are just two lessons that I’ve learned: You learn from bad bosses, and you really learn from good bosses too.

Emily Karlberg: That’s such a good takeaway. You mentioned in that last point that you tell your children certain things—you have raised three kids. Can you talk a little bit about how you’ve managed growing your family while also growing your career?

Jan Sbarbaro: Yes. For women—and especially women lawyers—you are coming out of school, you are starting your career, and you are working really hard. You have so much to learn and so much to prove. For some of us, we’re also thinking about having children. And so, you’re just really busy. You’re having these children. You’re trying to do your very best at work. Some of us have older parents that we’re also helping with. It’s a really trying time. You have to just be positive. For me, I tried to always be positive. I used to put a little sticker on the front of my door from my garage into my house at night when I’d come home from work and it’d just have a smiley face on it, just to remind me to compartmentalize, to leave the work in the garage and then to focus on my children. But it’s worth it. All I can tell you is—and I tell my daughters this, who are both actually having baby girls in the next month or so—you have to just be positive, keep at it, and work at it. For me, it worked out—I have three very nice, successful children, and I have a very satisfying career. So, keep your head down, keep working hard, and be positive.

Emily Karlberg: Yes, that’s great advice. One other point on your very impressive career, what are you most proud of to date?

Jan Sbarbaro: I guess I’m most proud of the people that I’ve worked with and my family. So, talking about good bosses, three years ago, I had a bike accident. This was Thanksgiving of 2021, and it was a pretty severe bike accident. I was in the ICU. I had fractured my pelvis, my sacrum, and I had a couple brain bleeds. I really thought I was invincible before that date, but I wasn’t. In terms of my family, I came home, I couldn’t get up the stairs to the bed. One of my daughters slept on the couch and gave me shots in my belly, morning and night, for two weeks while I slept in a lounge chair. My other daughter came home and did my PT with me every day. My husband took me to every doctor appointment that I had. And my son called me every night—he was in school, and so, wasn’t able to come home. They rallied around me, and I feel so fortunate to have these children. But the other piece of that is my boss at the time—I was working for Change Healthcare—she turned off my email. She called my business clients. She called the entire legal department and said, “You are not to reach out to Jan.” And they didn’t. Although, I will tell you, she shared my address, and most of the 140 people in the law department sent me these great cards, and I still have them in a box. I felt like I made an impact on several people’s lives that I had worked with, and I’m very proud that I have been able to help some of the people along the way in my own career.

Emily Karlberg: Yes, absolutely. I have to say, just from working with you and the folks on your legal team now, it’s very clear that you are such a great boss to them. They are so inspired by you. I’m just constantly impressed. If we could switch a little bit to your current role, because that’s how I was fortunate enough to get to know you, I’d love it if you could just give folks a quick background on how you got to Lyric. You just mentioned your prior employer, Change Healthcare, but maybe just talking about the transition to your current role at Lyric.

Jan Sbarbaro: I had worked for several health care companies. I went from Thomson Reuters to McKesson, and then McKesson sold off the technology businesses to Change Healthcare. And so, from Change Healthcare, United Healthcare purchased Change Healthcare in October of 2022. At that time, United had to divest this business unit, which is now called Lyric. And at the very last moment, when United was divesting this business, I jumped with the business. I was very pleased that I did so—just such an interesting business and such really great people. I wasn’t prepared—I mean, I was prepared in terms of my career, but I wasn’t mentally prepared, and I hadn’t laid the groundwork—and so, it was very busy when we first came on. I got to know you, Emily, and I got to know some of the other Ropes attorneys as well, but I had to learn a lot very quickly. I had insurance—I’d never managed insurance. I had procurement—never had procurement. There were just so many issues of setting up a department and getting the business up and going: entity management, corporate secretary work, litigation holds (things I had just never done). There was just a host of things you have to do, and you have to figure out, but it’s really exciting. It’s just a really exciting thing to be able to do and really pleased to have the opportunity.

Emily Karlberg: Yes. It was fantastic how you guys worked at just breakneck speed to build out the entire legal and compliance functions—it was remarkable. Talking about what you do today—I know we’re working on a bunch of things together—are there any recent legal or business developments that have been particularly challenging or interesting for Lyric and for you in your role there?

Jan Sbarbaro: I think everybody’s feeling the same thing in this environment right now. You have all these executive orders. For example, Lyric (its customers), receive federal dollars. We have flow-down clauses coming from federal contracts, and so, the DEI executive order is impacting us. I’ve had to figure out exactly what that means for my company, along with everybody else trying to figure out what it means. So, it’s been a challenging time. One thing about sitting in the general counsel (“GC”) role, the buck stops with you. You have to sit there and say, “What is the risk? What is our best course of action in the big scheme of things?” That’s been the biggest development recently. Of course, DEI’s going to be figured out over the next several months, but, for me, it is keeping up with the changes and understanding that I need to make a decision and it needs to be a legally sound and logically thought-out decision for our business.

Emily Karlberg: Absolutely. So, because this is a podcast spotlighting incredible women, like you, could you speak a little bit about some advice that you would give to women who are getting started in their careers?

Jan Sbarbaro: You have to do what makes you happy. I love the law. I’m so glad that I picked being a lawyer, and I’m so fortunate that I love what I do. I love the issues. I love the research. I love the arguments. I love trying to find the best course to help others get where they need to go or where my business needs to go. But my advice is you’ve got to love it because you’re going to do it every day, and if you don’t love it, you need to look for something else along the way.

Emily Karlberg: What is some important advice someone else has given you in your career?

Jan Sbarbaro: To have self-confidence. It’s hard. You start out, you get a grade when you’re in school and you know how you’re doing, but when you get into the workforce, you have to make relationships with people. You have to work for different bosses. You have to promote yourself. You have to be bold. For me, it was the advice to just build that confidence, to look at yourself in the mirror and say, “I can do this, and I’m going to keep at it, and I’m going to do a very good job.” Always give it 100%—don’t ever let anything fall to the side. That’s some advice that I had gotten, and I agree with it.

Emily Karlberg: Yes, I totally agree. That’s great advice. Jan, thank you so much for taking the time. You are fantastic, and we’re so thrilled to work with you.

Megan Baca: Emily and Jan, thank you both so much for that insightful discussion. And as always, thank you to you, our listeners. For more information about Ropes & Gray and our Women’s Forum, please visit www.ropesgray.com/women. You can also subscribe to this series wherever you typically listen to podcasts, including on Apple and Spotify. Thanks again for listening.