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Lawrence Greenberg is chief legal officer, secretary, and vice president of The Motley Fool Inc. Based in Alexandria, Va., the company has two full-time lawyers. Describe what the Motley Fool does, and a little of the company’s history. The Motley Fool Inc. is a purveyor of information, education, and entertainment, all designed to help people make better personal financial decisions. We have published a series of books with Simon & Schuster, operate a Web site at www.fool.com, publish three investment newsletters, and produce a newspaper column syndicated in more than 200 newspapers in North America and a radio show broadcast on more than 100 NPR stations. Our United Kingdom subsidiary operates a similar service at www.fool.co.uk. Along with the material we create, our Web sites are known for their active discussion boards, where thousands of individuals post messages, asking each other questions and sharing their ideas and experiences. Tom and David Gardner founded the Fool as a print newsletter in Alexandria, Va., in 1994, then moved online with AOL in 1995, receiving usage royalties and advertising revenue. The company moved to the Web in 1997. After two rounds of venture capital in 1999 and 2000, we had more than 400 employees in Alexandria, London, Berlin, and a joint venture in Tokyo, as well as Soapbox.com, a consumer-to-consumer content-commerce publishing platform (C2CCCPP). After the Internet boom ended and the company needed to bring in more money than it spent, we went through three rounds of layoffs in 2001, contracting to about 80 people in London and the United States. We now have approximately 100 employees and have seen encouraging results in providing both advertising-supported and subscription content. How did you come to this job? I’ve been working on Internet legal issues since 1992, when I started my post-clerkship legal career at the National Security Agency. I moved to Wilson Sonsini Goodrich & Rosati in 1994, where I was an intellectual property and securities litigator. In 1996, I had left the firm and was working at Stanford, helping to set up a project on information technology and international security at the Stanford Center for International Security and Arms Control (now called the Center for International Security and Cooperation). A former Wilson Sonsini colleague, who’d been a college friend of some of the early Motley Fool people, asked me to recommend somebody to be the Fool’s first general counsel. I recommended a mutual friend, who was unavailable. After realizing that I couldn’t think of anyone in my small circle of acquaintances with experience with Internet, securities, and IP law, I threw modesty to the wind and recommended myself. Whom do you report to? Our chief executive, Scott Schedler. What’s top of mind for you in your job at the moment? Which areas of law are your biggest challenge? We send 40 million subscription and opt-in e-mails per month, so I’m particularly concerned with compliance with the new federal CAN-SPAM Act. I’m also always concerned that we not endanger our essentially unregulated status � we’re not a broker-dealer or investment adviser � by inadvertently engaging in regulated activities. The biggest challenge for me over the past seven years has been anticipating (or at least keeping up with) how the different jurisdictions in which we operate have changed or interpreted their laws in response to the spread of the Internet, especially in the areas of securities, IP, privacy, and media liability. As head of the legal department, what are your top administrative issues or challenges? My department isn’t difficult to administer � I have a gifted, sensible staff. My biggest challenge lies in maintaining the proper relationship between the department and the rest of the company, and I try to address it through tone and approach. The Motley Fool is a dynamic company, full of lively, innovative people who think big. I need those people to share their ideas with our department before they implement them, so that we can massage them so that that they’re legal and compatible with our regulatory status and contractual obligations (and, preferably, good). In Tolkienesque terms, I try to convince people to perceive the legal department as Sam Gamgee, a loyal partner who will try to save them from themselves, rather than Mount Doom, an obstacle they must struggle to surmount, and where their ideas go to be destroyed. As a senior executive, I also have responsibility for some of our business development and planning. It’s a challenge to simultaneously judge initiatives from business and legal perspectives. I enjoy the creative tension between the two roles. What kind of work do you send out? We send out work when we lack the expertise, bandwidth, or internal infrastructure to do a good job, or when we just need a knowledgeable specialist to hold our hands. We’re particularly likely to send out litigation, especially when it’s international. One of the neat things about being a general counsel is that I can get some of the world’s greatest practitioners to share their expertise with me, and I don’t even always have to pay them. Have you changed your company’s relationship with outside counsel in the past year? How? We’re using fewer firms, as a result both of conscious efforts to consolidate our work and of increasing focus within our business. As we’ve shut down our operations in Germany and Japan, we have much less contact with local counsel in those countries. Which outside counsel do you turn to in various substantive areas? I prefer to select outside counsel whose capabilities I’m already familiar with and respect, especially where I know and trust the individuals who will do or supervise the work. Wilson Sonsini is our primary corporate counsel, with Linklaters as our primary firm in the United Kingdom. We also use Shaw Pittman for employment and Cooley Godward for trademark work. Richards Spears Kibbe & Orbe and the D.C. office of Morrison & Foerster advise us on securities regulation. Well before the current wave of corporate scandals and government investigations, leaders of your company urged greater access for investors to simple information about the after-fee and after-tax returns of managed mutual funds, and quarterly earnings results of all public companies, as well as stressing that information must be available to all investors at the same time. Do you think progress is being made on these fronts? Are the Securities and Exchange Commission and the New York state attorney general moving in the right direction? The SEC and New York AG Eliot Spitzer, among others, have helped make the securities markets fairer and cleaner. Many of the informational advantages that institutions and insiders used to enjoy over individual investors have been reduced, either as the Internet has improved people’s access to information or because of regulatory reform and enforcement pressure. There’s still a lot for them to do. Mutual fund fees are still both too high and insufficiently transparent. Although the disclosure of fund fees may seem adequate to lawyers and financial professionals, individual investors often don’t understand them, and, especially, their impact upon returns. At the same time, I’m concerned about government intervening in the market to set mutual fund fees, through litigation, settlement, or regulation. With adequate disclosures, the market should be the best mechanism to set fees for mutual funds, just as it is for most goods and services. Despite all the regulatory and enforcement activity, the lack of personal finance education in the United States makes people more likely to misunderstand even the most accurate fund disclosures or earnings reports, and (most especially, although you didn’t ask about that) the burden of credit card debt. I’m not convinced that any arm of government has done particularly well in remedying our financial ignorance, and that’s a problem (even if it does potentially provide more of a market opportunity for The Motley Fool). Many securities cases are settled by mandatory arbitration. In general, are you a fan of alternative dispute resolution? As practiced by the National Association of Securities Dealers and the New York Stock Exchange? My wife, Melanie Greenberg, is a conflict resolution academic and practitioner, so I had better be a fan of ADR. I don’t have enough experience with the NASD and NYSE processes to qualify as a fan, although they seem more efficient than litigation. What was the last book you read? Open Networks, Closed Regimes: The Impact of the Internet on Authoritarian Rule, by Shanthi Kalathil and Taylor C. Boas. If you weren’t a lawyer, what could you see yourself doing instead? My children (10 and 6) plan to be inventors together, and I really hope they’ll make a place for their old Dad in their business.

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