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Top L.A. Corporate Counsels Facing Maze of Litigation

WHO’S WHO LAW

IN THE EYE OF THE STORM

Top L.A. Corporate Counsels Facing Maze of Litigation

Alan Braverman

Executive Vice President and General Counsel

Walt Disney Co.

Career Track: Massachusetts native earned a bachelor of arts degree from Brandeis University in 1969 and J.D. degree from Duquesne University, where he was editor-in-chief of the law review. Clerked for Pennsylvania Supreme Court Justice Thomas W. Pomeroy Jr. before joining Washington, D.C. firm of Wilmer Cutler & Pickering in 1976. Started at ABC in 1993 as vice president and deputy general counsel and became general counsel the following year. Succeeded Louis Meisinger as Disney general counsel in January.

Company Issues: With interests as diverse as theme parks and computer games, Disney’s legal team deals with issues ranging from copyright protection to personal injury Burbank-based company had a key win in January when the U.S. Supreme Court upheld the so-called Sonny Bono Copyright Act, a 1998 law extending copyright protection for 20 years. In February, however, California Supreme Court ruled that Disney could not keep jurors from hearing how the company destroyed boxes of evidence related to a lawsuit over Winnie the Pooh revenues. In a legal battle that has raged for 12 years, heirs to the Pooh rights claim the entertainment giant owes them at least $200 million and perhaps $1 billion in videotape and computer game royalties.

Joshua Tompkins

C. Michael Carter

Vice President, General Counsel and

Corporate Secretary

Dole Food Co. Inc.

Career Track: Has undergraduate degree in accounting from UC Berkeley and J.D. from George Washington University Law School, class of ’73. Started career at Winthrop Stimson Putnam & Roberts. Took first corporate job in ’81 as division counsel for Europe, Africa and Middle East for Singer Co., a consumer products and aerospace conglomerate. Two years later was senior corporate counsel and assistant secretary at RJ Reynolds Inc., where he negotiated $4.6 billion acquisition of Nabisco Brands in addition to various other acquisitions and divestitures In ’87, became a senior vice president of operations and board member of Concurrent Computer Corp. Named executive vice president, general counsel and corporate secretary of Pinkerton’s Inc. in 1994 and joined Dole in October 2000.

Company Issues: Carter’s job could get much easier soon. Dole’s board recently approved a $1.4 billion ($33.50 a share) offer from Dole Chief Executive David Murdock to take the company private. Shareholders will vote on the proposal at a special meeting on March 26. After the offer, 20 lawsuits were filed in state courts in California, Delaware and Hawaii, in addition to federal court in California, alleging breach of fiduciary duty and self-dealing (the California suits have been settled).

Conor Dougherty

Bryant C. Danner

Executive Vice President and General Counsel

Edison International

Career Track: Boston native, Danner earned bachelor’s and law degrees from Harvard before joining the Los Angeles office of Latham & Watkins in 1963, where he was a senior partner specializing in environmental issues until 1992 Founded the Environmental Law Section of the Los Angeles County Bar Association, which he chaired from 1988 to 1989 Director of The Nature Conservancy of California since 1993 Joined Edison International as general counsel in 1992, and was made executive vice president in 2000. Prior to January 2000 was executive vice president and general counsel of Edison International’s utility subsidiary, Southern California Edison Earned a salary of $470,600 and bonuses totaling $424,200 in 2001, according to company’s proxy statement Owns 316,273 Edison shares

Company Issues: Company faces numerous regulatory and legal obstacles in the aftermath of California’s energy crisis. Edison sued the California Public Utilities Commission in federal court in November 2000, seeking the right to recover the $5 billion debt incurred buying power for its customers during the energy crisis. The lawsuit was settled in October 2001, allowing Edison to begin recovery of the crisis costs. The Utility Reform Network, a consumer advocate group, has challenged the settlement, alleging that it violated the state’s deregulation statutes. The issue is being reviewed currently by the California Supreme Court Working with the State of California, Edison says it’s pursuing refunds for its customers for excessive power costs resulting from alleged market manipulation by power generators and suppliers.

Audrey Davidow

Michael R. Douglas

Executive Vice President, General Counsel

Homestore Inc.

Career Track: Bachelor’s degree from Florida State University, J.D. from George Washington University Law School in 1979 Started career in private practice, then served as litigation counsel for Jim Walter Corp. Joined building products firm Fibreboard Corp. as senior vice president and general counsel. Firm was tied up with asbestos-related litigation for decades, negotiating a $1.5 billion settlement to cover nearly 200,000 potential claims. Settlement was rejected by Supreme Court in 1998. Later, Owens Corning Inc., Fibreboard’s parent, set up a $2.5 billion reserve to settle claims, plus an additional $1.9 billion in insurance funds Joined Homestore in October after a decade at Fibreboard. Replaced Walter Lowry, the company’s general counsel since 2001.

Company Issues: Once a dominant dot-com that had some in the industry worried about its potential to corner the market on Internet-based real estate information, Homestore has seen its fortunes tumble. Four former executives have pleaded guilty to securities fraud (no charges were brought against the company). A shareholder lawsuit is outstanding, as is a dispute with Pendant Corp. over Homestore’s purchase of its move.com unit Though it settled a dispute with AOL Time Warner over a $200 million marketing agreement that threatened its survival, the company suffered a blow when U.S. District Judge Manuel Real refused to stay litigation brought by Homestore insurers seeking to void existing policies on the grounds the company misled them.

Conor Dougherty

Thomas Geiser

Executive Vice President and General Counsel

WellPoint Health Networks Inc.

Career Track: Named to the biennial peer-review publication “Best Lawyers in America” Received J.D. from University of California, Hastings College of the Law in 1977 Before joining WellPoint as senior vice president and general counsel in 1996, was a partner with Brobeck Phleger & Harrison in San Francisco. Earlier, was a partner with Epstein Becker & Green, and also with Hanson Bridgett Marcus Vlahos & Stromberg… Promoted to executive vice president in 1997… Took in $473,770 in salary in 2001 plus a hefty $998,213 bonus, according to the company’s proxy statements.

Company Issues: The Thousand Oaks-based company is poised to challenge Aetna Inc. as the nation’s largest health insurer after a series of acquisitions Still pending is a deal to acquire Maryland-based CareFirst Inc. for $1.4 billion, which would give WellPoint an extensive presence in the mid-Atlantic area. Opposition by local regulators, physicians and consumer activists recently prompted the company to revise the deal, sweetening it by $70 million and making it all cash. Last year, WellPoint acquired MethodistCare Inc. and Methodist Health Insurance, the managed care subsidiaries of Methodist Health Care System in Houston, and Camarillo-based Golden West Dental & Vision. The company also added RightChoice Managed Care Inc. to its roster as it expanded its presence in the Midwest In July, WellPoint’s Blue Cross of California unit agreed to pay $9.3 million to the government to settle allegations dating back to last decade that it overbilled the Medicare system.

Audrey Davidow

Larry D. Hunter

Senior Vice President and General Counsel

Hughes Electronics Corp.

Robert Hall

Senior Vice President, Business Affairs and General Counsel

DirecTV

Career Track: Hunter received bachelor of science degree in economics from the University of Iowa in 1971 and graduated from the University of Michigan Law School in 1974. Began career with the Richmond, Va., law firm of McGuire, Woods, Battle & Boothe and later moved to Detroit to become senior partner with Honigman, Miller, Schwartz and Cohn. Joined Hughes in 1993 and was chairman and president of DirecTV Japan from 1998 to 2000, during which time the unit combined its subscriber base with satellite entertainment provider SkyPerfect. Made senior vice president and general counsel in December 2002 Hall earned a bachelor of arts degree in economics from Stanford University in 1964 and later received a J.D. from USC. Prior to joining Hughes in 1976, he was an associate with the Los Angeles firm Dewar and Davis and later a partner in the firm Dewar and Hall

Company Issues: Hunter of late has been involved in the out-of-court restructuring of DirecTV Latin America Hall has overseen the legal aspects of various Hughes acquisitions and sales, including the spin-off of the defense and aerospace business to Raytheon and the PanAmSat merger More activity is underfoot, as Hughes, a unit of General Motors, prepares for a sale of its DirecTV division or a sale of the company altogether. Federal regulators blocked an attempted $18 billion merger between Hughes and satellite rival EchoStar Communication Corp. last fall.

Joshua Tompkins

Stephen Kay

Executive Vice President and General Counsel

Gemstar-TV Guide International

Career Track: Bachelor’s degree from UC Berkeley and J.D. from Boston University, 1987. Started career at Squadron Ellenoff Plesent & Sheinfeld in ’87, elected partner in 1995. When Squadron Ellenoff merged with Hogan & Hartson in 2002, he became a partner at the resulting firm Replaced Jonathan Orlick, appointed to newly created president of intellectual property at Gemstar, as executive vice president and general counsel in January. Relocated to Los Angeles from New York.

Company Issues: Gemstar has had to restate results for the past three years multiple times, in part because it was booking licensing revenue it never received. Company is under formal investigation by the Securities and Exchange Commission over accounting practices. Also has changed accounting firms In November, Gemstar patent infringement suit against Scientific-Atlanta Inc. was thrown out by a federal judge in Georgia. Days before the ruling, Gemstar said it had been booking licensing revenue from Scientific-Atlanta that hinged upon a legal victory. In February, Gemstar paid $6 million to settle Justice Department allegations that the company and TV Guide Inc. fixed prices before the two companies merged in 2000.

Conor Dougherty

C. Douglas Kranwinkle

Executive Vice President and General Counsel

Univision Communications Inc.

Career Track: Illinois native received undergraduate degree from Northwestern University. Graduated first in class at University of Michigan Law School, 1965 Started career at O’Melveny & Myers, left to clerk for Chief Justice Earl Warren from 1966 to 1967. That year joined Munger Tolles & Olson as associate, admitted to partnership in 1968 Went back to O’Melveny in 1989, left in 2000 to join Univision. First year took in $200,000 in salary plus 120,000 stock options, but received hefty raise in 2001: $600,000 annual salary and 150,000 in stock options, according to proxy statements.

Company Issues: Univision’s acquisition of Hispanic Broadcasting Corp., worth about $3.5 billion when it was announced last June, faces significant regulatory hurdles and opposition by competitor Spanish Broadcasting Corp . The Federal Communications Commission is exploring new antitrust interpretations that assume Spanish-language radio and television stations compete for the same advertisers. Under this interpretation, language would be the determinant for the number of stations a company could own in a given market. The FCC is also concerned about Univision’s 30 percent stake in Entravision Communications Corp., the Santa Monica-based Spanish language radio company.

Conor Dougherty

Wayne J. Lovett

Executive Vice President, General Counsel

and Secretary

Mercury Air Group

Career Track: Texas native graduated from Northeastern University with a bachelor’s degree in management. Attended South Texas College of Law in Houston where he graduated in 1977. Started as a private practice trial attorney before joining Communications Transmissions Inc. as corporate counsel in 1987. Served as presiding judge of the Lakeway, Texas municipal court from 1993 to 1997 Joined Mercury in 1997 as general counsel, promoted to corporate secretary in 1999 and executive vice president in 2001. Took home $174,900 in 2001 with a bonus of $25,000.

Company Issues: The last two months of 2002 found the Los Angeles-based aviation services provider embroiled in several legal battles. Three separate suits were filed by shareholders alleging wrongful transactions involving distribution of funds, insider trading and fraud. “We popped on the radar screen when we had a late filing as a result of a restatement required by our auditors,” explained Lovett. The first suit, brought by Investor Watch LLC, a Nevada corporation formed only five days prior to filing, was dismissed Feb. 18. Two suits brought by individual shareholders were also dismissed, pending the results of an independent investigation of wrongdoing. The company maintains there was nothing inappropriate about the transactions. “The transactions were fully disclosed,” said Lovett.

Audrey Davidow

John McShane

General Counsel

Global Crossing Ltd.

Career Track: Holds bachelor’s degree from St. John’s College and a J.D. from Harvard. Started career in 1987 as an associate at Simpson Thacher & Bartlett. Later was counsel at three different firms: Shearman & Sterling, Cadwalader Wickersham & Taft and Brown & Wood Joined Global Crossing as European assistant general counsel in 1999, led negotiations to build Global’s fiber optic lines there. Appointed general counsel a year ago . Some have criticized ties between Global and Simpson Thacher, where McShane worked. The firm handled many acquisitions during Global’s heyday and employed the company’s last three general counsels. McShane replaced Simpson Thacher partner D. Rhett Brandon (who was Global’s acting general counsel and has since returned to the firm), who replaced James Gorton, another Simpson alumnus McShane oversees all legal matters, including the company’s Chapter 11 bankruptcy proceedings.

Company Issues: The federal government has decided not to pursue criminal charges against former Global Chairman Gary Winnick and other company executives. But there is still plenty to keep McShane busy. A series of class action complaints alleging senior executives tried to mask the company’s financial difficulties, giving them more time to unload stock, were consolidated in January in federal court in Manhattan Global, meantime, has signed a purchase agreement with Hutchison Whampoa of Hong Kong and Singapore Technologies, which offered $250 million for a 62 percent stake in the company. That deal received court approval, but faces regulatory hurdles. Last week, long-distance company IDT Corp. said it would submit a rival bid for $255 million.

Conor Dougherty

Robert Normile

Senior Vice President, General Counsel

and Secretary

Mattel Inc.

Career Track: Normile entered the bar in 1986 after earning undergraduate degree from Fordham University and a J.D. degree from New York University Before joining Mattel in 1992, he worked at the law firms of Latham & Watkins and Sullivan & Cromwell. He became general counsel in 1999.

Company Issues: El Segundo-based Mattel recently brought closure to a number of outstanding legal issues A $122 million settlement was reached in December with shareholders over disastrous $3.5 billion acquisition of software publisher Learning Co. In another case, a state judge threw out a whistleblower lawsuit filed by former financial analyst Christine Casey, who claimed she had been harassed into quitting after proposing a method to measure consumer demand In January, the U.S. Supreme Court threw out an appeal by Mattel claiming that the sexually suggestive song “Barbie Girl,” by the Danish band Aqua, violated U.S. trademark laws. Last year, licensing deal was inked with AOL Time Warner unit Warner Bros. that provides rights to produce toys based on characters from Batman, Superman, Looney Tunes, Baby Looney Tunes and the Justice League.

Joshua Tompkins

Deborah Siegel

General Counsel

Guess Inc.

Career Track: Bachelor’s degree in political science from Tulane University in 1984 and J.D. from New York University School of Law in 1988. Started career at Latham & Watkins in Los Angeles in ’88, leaving to join Baby Guess, a Guess licensee, in ’92. Hired away from licensee to join Guess in 2000 Says she much prefers working for a company than a law firm. (“You’re much more business oriented. There are a lot of decisions that are made not just on legal ramifications, but also business ramifications that are just as important you have to be more practical,” she notes.) Focuses mostly on licensing and intellectual property issues, but also does a fair amount of employment work and coordinating outside counsel brought in for special litigation.

Company Issues: Has had a number of employee related suits filed against it, including unfair labor practices and incorrectly classifying store managers as exempt from overtime laws. Many suits have been dismissed or settled quietly Guess’ restatement of financial results for the first three quarters of 2000 led to a series of class action and derivative shareholder suits. Company scored a major victory in April when several class action and derivative shareholder suits were dismissed without settlement In 1999, the Union of Needletrades, Industrial and Textile Employees filed an unfair labor practices charge. The NLRB issued a complaint, which was dismissed, but has appealed and is awaiting a decision.

Conor Dougherty

Charles Strathman

Chief Legal Officer

Unocal Corp.

Career Track: Los Angeles native received a bachelor’s degree from the University of California, Santa Barbara and a master’s degree in economics from California State University, Fullerton After graduating from UCLA Law School in 1979, Strathman joined Unocal’s law department in 1980. Was named deputy general counsel in 1990 and had a short stint as vice president of corporate human resources before returning to the legal department. Named chief legal officer in December.

Company Issues: Burmese villagers are attempting to sue Unocal in Los Angeles Superior Court, claiming they were forced to work on the company’s Myanmar pipeline by Burmese military authorities in slave-like conditions A three-judge panel of the federal Ninth Circuit Court of Appeals reinstated the case last September after a local court threw it out. Unocal may have “aided and abetted” human rights abuses by the military in Myanmar, the panel said. The lawsuit was again thrown into limbo in February, when the Pasadena-based appeals court announced it would re-hear the case with 11 judges Unocal also faces charges from the Federal Trade Commission that the company’s clean-fuel formula, which was a blend to meet California clean air requirements, could drive up prices in California and other states.

Conor Dougherty

Christi R. Sulzbach

Chief Corporate Officer and General Counsel

Tenet Healthcare Corp.

Career Track: Graduate of Loyola University Law School, Sulzbach was a member of the law review. Joined Tenet in 1983, holding various positions in the legal department before becoming associate general counsel in 1993. Named general counsel in 1999 Among highest-paid general counsels in Los Angeles, her 2002 salary of $426,500 was supplemented by a $951,700 bonus. Also holds options on 187,500 shares of Tenet stock Serves on the boards of the National Health Foundation and the Federal Bar Association.

Company Issues: The Santa Barbara-based hospital chain has been one of the most aggressive and profitable in recent years. Acquired Daniel Freeman hospitals in Marina del Rey and Inglewood from Carondelet Health System in December 2001 Became embroiled last year over aggressive pricing that generated huge Medicare payments for difficult-to-treat patients. Ensuing controversy spawned state and federal investigations, as well as shareholder lawsuits Also, five Tenet subsidiaries in South Florida reached a $4.2 million settlement with Justice Department over unrelated allegations of improper Medicare billing dating back several years Two doctors working at a Tenet facility in Northern California are under investigation for performing unnecessary cardiac procedures that generated big revenue for the hospital.

Audrey Davidow

Victor S. Sze

General Counsel and Vice President,

Corporate Affairs

OSI Systems Inc.

Career Track: Bachelor’s degree in economics from UCLA Graduate of Loyola Law School Stints with Los Angeles law firms Wolf, Rifkin & Shapiro and Ku, Fong, Larsen & Chen before joining OSI in March 2002 Prior to that, was director of corporate affairs at Interplay Entertainment Corp. in Irvine, a developer of entertainment software Took over last November as corporate secretary from executive vice president Ajay Mehra

Company Issues: OSI filed suit in federal court last December seeking $100 million in damages from L-3 Communications, after L-3 canceled a joint bid by companies for a baggage screening unit of PerkinElmer Inc. L-3 later bought the unit on its own. OSI accuses L-3 of fraud and breach of its fiduciary duties. Companies bickered over intellectual property issues, product line definitions and the rights of OSI to conduct due diligence OSI, which sells airport security scanners along with other inspection and medical imaging devices, faces uncertainty over which screening methods the new Transportation Security Agency will ultimately mandate.

Joshua Tompkins

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