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Name and title: Michael J. Callahan, senior vice president, general counsel and secretary Age: 37 The firm: Yahoo! Inc., founded in 1994 by Stanford University graduate students David Filo and Jerry Yang, has evolved from being their hobby into the Internet’s leading global consumer and business services company, the foremost online information portal and the first navigational guide to the Web. It reaches more than 345 million users in 25 countries, with content published in 15 languages. More than 100 properties offer its communications, commerce and content services, making it a significant enabler of Web-based consumer transactions. Yahoo also provides services on wireless devices and is an industry leader in online advertising. The publicly traded company, based in Sunnyvale, Calif., maintains 9,660 employees and reported income of $385 million for the third quarter of 2005. Daily duties: Callahan is responsible for Yahoo’s worldwide legal affairs and public policy. He advises the board of directors and senior management team on issues of governance and strategy. He supervises the legal department, managing its internal budget, and oversees personnel and employment issues. He strives to keep abreast of industry issues unique to companies like Yahoo that straddle the media and technology sector. He says the firm’s in-house education program is helpful in this regard. Technological advances have affected his job, particularly in the past 18 months: Yahoo has renewed its focus on product launches that expand beyond the company’s community, communications and advertising platforms, adding “interest and excitement” to Callahan’s job. A messenger service including worldwide Voice over Internet Protocol communication, and the Flickr photo-sharing tool are two new areas of involvement for Yahoo and its legal arm. The firm has also introduced a test site for Internet users devoted to downloadable audio programs known as podcasts. Microsoft Corp. and Yahoo recently entered into a deal to connect their instant messaging networks, the first such partnership enabling cross-network IM communication. Yahoo is also expected to announce an arrangement with TiVo Inc. to connect Yahoo’s online service to TiVo’s television boxes, allowing program recording along with Internet access. Such innovations have made Callahan’s job “more interesting and more complex.” Each development presents particular legal challenges; for example, content liability concerns that need to be addressed. Big deal: Callahan was involved recently in a “very important and strategic” transaction, revolving around a $1 billion cash investment, in which Yahoo combined its China operations with global trade manager Alibaba.com. The deal resulted in Yahoo becoming a 40% shareholder in China’s largest Internet company “spanning search, commerce and communications, both e-mail and instant messaging.” Legal team and outside attorneys: Yahoo’s legal chief manages a worldwide team of approximately 150, including support staff. The group tends to grapple with the bulk of the core commercial agreements, securities law issues, aspects of corporate governance and intellectual property matters in-house. As necessary, Callahan or his staff hire outside counsel for “bandwidth and expertise,” particularly for litigation or mergers and acquisitions. Callahan “works very closely” with attorneys from firms including Skadden, Arps, Slate, Meagher & Flom of New York; Latham & Watkins; Morrison & Foerster; Heller Ehrman; Sonnenschein Nath & Rosenthal; and New York-based Debevoise & Plimpton. Yahoo has general counsel stationed in each of its major foreign locations, and uses regional counsel in London and Hong Kong. He reports to Susan Decker, Yahoo’s chief financial officer and executive vice president of finance and administration. Callahan started as a specialist but has become more of a generalist in his responsibilities. Sarbanes-Oxley: “Getting across the Sarbanes-Oxley finish line,” asserted Callahan, formalized what Yahoo already had in place, as the company was “very focused” on its controls environment, especially the internal audit function. In 2004, Yahoo performed “the same blocking and tackling” that every public entity had to go through for a successful certification process with auditors. Yahoo’s arena of business, however, is “largely unregulated,” although the Federal Communications Commission (FCC) does have input concerning access services and Yahoo’s Voice over Internet Protocol. The FCC and other regulatory bodies, according to Callahan, are also trying to establish oversight in areas that overlap with the telecom realm. Yahoo and its peers work with the government to determine future directions of the industry as well. Callahan doesn’t lobby, but government affairs personnel and Yahoo’s public policy groups in London, Brussels and Washington report to him. Route to the top: Callahan joined Yahoo in 1999 and attained his current status in September 2003. Previously, he served the company as deputy general counsel and assistant secretary. Prior to his stint, Callahan served as corporate counsel and in a business-development capacity at Foster City, Calif.’s Electronics for Imaging Inc. Earlier, he served at Skadden, operating at various times out of the Washington, Boston, San Francisco and Palo Alto, Calif., offices. His practice was concentrated in corporate finance and mergers and acquisitions. Callahan holds a degree in international affairs and Arab studies from the School of Foreign Service at Georgetown University and a law degree from the University of Connecticut School of Law (1995). Personal: Memphis, Tenn.-native Callahan and his wife, Dana Weintraub, are the parents of two young children. He fills his spare time with tennis and boating. Last book and movie: Longitudes and Attitudes: Exploring the World After September 11, by Thomas L. Friedman, and Capote.

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