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Name and title: Dianne R. Sagner, vice president and general counsel Age: 58 Organization: Founded in 1982 as Forensic Technologies International Corp., FTI Consulting Inc. provides litigation support, data management, and accounting, engineering and scientific expertise to law firms and companies. The Annapolis, Md.-based firm’s specialties include asset tracing, financial assessment, expert testimony, corporate restructuring and bankruptcy services. FTI managed the Bush campaign’s “war room” for the litigation over the 2000 presidential election in Florida. The 1,000-employee firm reported $275 million in 2003 revenue. Law office: Most of Sagner’s time and energy is spent on issues arising from FTI’s rapid recent growth. In the past two years, the company has more than doubled its work force, thanks largely to several major acquisitions, including the business recovery services division of PricewaterhouseCoopers, KPMG’s dispute advisory services business and economic consultant Lexecon. While outside counsel work with Chief Executive Officer Jack Dunn and Chief Financial Officer Theodore Pincus on the deal-making, Sagner concentrates on due diligence, conflicts checks and post-transaction issues. Her daily work includes “everything . . . that flies across the transom,” including litigation oversight, employment disputes, commercial transactions, intellectual property and regulatory compliance issues. Sagner supervises Associate General Counsel Joanne Catanese, who handles securities and corporate governance matters, and paralegal Patcharin Grusholt. Litigation: The company has had some legal growing pains. In December 2003, FTI sued PricewaterhouseCoopers in New York state court over alleged breaches of the asset-purchase agreement for the accounting firm’s business recovery services division. In a preliminary injunction proceeding, the trial court sided with FTI’s interpretation of the noncompetition covenant. The parties are engaged in settlement talks while preparing for trial, said Sagner. In February, FTI announced that 13 managing directors from its corporate finance and restructuring unit had just left to start a competing consulting firm. The defectors were all former employees of Policano & Manzo, a New Jersey restructuring services firm that FTI acquired in 2000. The news sent FTI’s stock prices plunging, and left some analysts wondering why the company did not sign the senior managers to contracts with noncompete clauses after the 2000 acquisition (which predated Sagner’s tenure at FTI). “Hindsight is 20-20,” said Sagner. “Their acquisition was one of the early ones. That is the way things were handled, and we’ve paid a price.” On Feb. 18, FTI sued the ex-employees in New Jersey state court, alleging that the defendants used and disclosed confidential and proprietary information, and unlawfully solicited FTI’s clients. Sagner said that the parties have agreed to submit the dispute to arbitration, scheduled for early 2005. E-mail and ethics: Law firms often hire FTI’s discovery experts to recover e-mail messages and other records from computer files. In FTI’s suit against its former employees, Sagner recently dealt with the issue of how deeply to delve into “personal” communications conducted on company computers. While still working at FTI, some of these employees used the company’s laptop computers to send e-mail messages about their departure plans to colleagues and business associates. “These guys, they left everything but their laundry on there,” said Sagner. Among the e-mail were messages from the ex-employees to their private attorneys. When FTI’s own outside counsel at Florham Park, N.J.’s Pitney Hardin reported finding these potentially privileged communications, Sagner said that she immediately ordered the lawyers to stop their review. FTI had a strong argument that the ex-employees waived any attorney-client privilege by using the company’s computer system to plot their defection, said Sagner. However, the company decided it was both ethically sound, and strategically wise, to respect the confidentiality of communications between the ex-employees and their attorneys. Sagner shipped off the computer to another outside firm, which was not involved in the litigation, with instructions to excise all attorney-client communications. Outside counsel: Sagner likes to hire FTI’s law firm clients for its outside counsel work. Litigation counsel includes Holland & Knight; Williams & Connolly of Washington; Wilmer Cutler Pickering Hale and Dorr; and Chicago’s Jenner & Block. Securities and corporate governance matters go to Venable and the New York office of Los Angeles-based Paul, Hastings, Janofsky & Walker. Among the firms handling major corporate transactions are Piper Rudnick; the New York office of Greenberg Traurig; and New York’s Weil, Gotshal & Manges. Route to the top: The Baltimore native graduated from American University in 1967 with a B.A. in history. She received her law degree in 1973 from the University of Maryland School of Law, and in 1974 earned an LL.M. from the Washington University School of Law. After three years as a corporate associate at Bryan Cave in St. Louis, Sagner signed on at the GC’s office at Washington University. In 1979, she continued on her self-described “mommy track,” becoming an in-house lawyer at the University of Illinois. In 1987, Sagner went in-house at the Howard Hughes Medical Institute in Chevy Chase, Md. In 1994, she was hired as GC of Peak Technologies Group, of Columbia, Md., and in 2000 became GC of OAO Technology Solutions of Greenbelt, Md. Sagner was hired as GC of FTI Consulting in December 2002. Personal: Sagner and husband Julius Menn, a “semi-retired” biochemist and agricultural scientist, live in Highland, Md., with Blue, a Weimaraner. She has adult children from a prior marriage. Last book and movie: The Known World, by Edwin Jones, and Taking Sides.

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