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Name and title: Lawrence A. Jacobs, senior executive vice president and group general counsel Age: 50 Media and entertainment empire: News Corp. is a global conglomerate comprising newspapers and books, television and movies, and extensive cable and satellite operations. Its subsidiaries, divisions and affiliates include Fox Entertainment Group, Fox Broadcasting Co., Twentieth Century Fox, Fox Interactive Media, Fox News Channel and various station groups, as well as the DIRECTV Group, HarperCollins, the National Geographic channel and My Network TV. Operating in the United States, Europe, Latin America, Asia and Australia, with corporate headquarters in New York, News Corp. has 44,000 employees. It reported 2005 sales of $23.8 billion, placing it No. 98 on the Fortune 500. Media mogul Rupert Murdoch’s family controls almost one-third of the publicly traded company. Jacobs’ job: “One of the great things about my job is that it varies from day to day,” Jacobs said. “What requires the most urgent attention, the issue or transaction of the day,” will determine his agenda. Generally, he attends to governance duties, handles matters pertaining to shareholders and the board, and recently orchestrated employment agreements. He deals with some regulatory matters, such as Internet safety. “I’m not above anything. I’ll draft resolutions if I have the time and it makes sense,” Jacobs said. He performs more litigation and has more administrative duties than he expected when he joined News Corp., and his workload has a more varied and international tone than he expected. Jacobs is knee-deep in major News Corp. transactions. One of them, a multibillion-dollar purchase of Chris-Craft Industries and its BHC Communications Inc. and United Television Inc. subsidiaries, “took up my whole life.” In this deal, which started percolating in 2000, Jacobs met the Skadden, Arps, Slate, Meagher & Flom attorneys he uses now. The GC participated in the sale of News Corp.’s Fox Family Worldwide cable channel to The Walt Disney Co. and in Fox Interactive’s acquisition of MySpace, among others. On occasion, Jacobs performs as a litigator. When his formerly Australian company was reincorporated in the United States, it announced that it would not enact a “poison pill” (a shareholders’ rights plan) extending beyond a year, without shareholder approval. Shortly thereafter, Liberty Media acquired 18% of the company’s voting stock. News Corp. then put in a poison pill to facilitate negotiations. After a year, the deal had not been consummated and, without seeking the shareholders’ OK, News Corp. extended the poison pill. A group of institutional investors sued in the Delaware Court of Chancery on the ground that the company had reneged on its agreement. Unisuper Ltd. v. News Corp., Del. Ch. C.A., No. 1699-N, Jan. 19, 2006. Sarbanes-Oxley, FCC and foreign laws: Concerning the Sarbanes-Oxley Act of 2002 mandating financial and accounting disclosure, “we’re pretty busy on that front,” Jacobs said. He personally is involved in various aspects of internal monitoring. A whistleblower hotline and his preparation of online training modules related to rules compliance are two of his accomplishments. He recently made Foreign Practices Act presentations apropos legal compliance to firm branches in Eastern Europe. He addressed the board and outlined the steps required to assure adherence to appropriate regulations. Jacobs is “kept up to speed” on Federal Communications Commission (FCC) issues by News Corp.’s Washington office, but for the most part does not meet face-to-face with regulators. If a transaction requires commission approval, however, he will meet with its officials in Washington. News Corp.’s legal chief has a strict policy in foreign matters. Although conversant in Australian, United Kingdom and Italian laws, “I would never trust myself to take any action without getting local counsel involved. You need to know that you don’t know foreign laws.” Jacobs stressed that there are subtle, “nonintuitive” differences, and that especially in non-Western areas such as India, making legal assumptions can have serious consequences. Poised for the future: “We live in interesting times, with an explosion in content, and we are, first and foremost, a content company,” Jacobs observed. While some competitors feel besieged by the onslaught of technological changes, he sees opportunities. The areas of broadband and mobile content are particularly fertile, and with News Corp.’s Internet presence and global satellite assets, these are “great days for us.” Legal team and outside counsel: News Corp. boasts a team of “several hundred” attorneys, 12 of whom are based in New York. “We’re very lean when it comes to the corporate matters,” so virtually everything in that area requires outside counsel, or at least an assist. Much is performed in-house, however, including operational and financial work for the studios, networks and cable channels. Jacobs does the hiring in New York. Washington-based Hogan & Hartson is used the most, with Amy Freed handling securities work and Ira Sheinfeld concentrating on tax issues. Complex corporate matters are routed to New York’s Skadden, Arps, Slate, Meagher & Flom, where Jacobs seeks the counsel of Lou Kling and Howard Ellin. Jacobs reports to Chairman and Chief Executive Officer K. Rupert Murdoch in New York, and also to Peter F. Chernin, the Los Angeles-based president, chief operating officer and director. Route to present position: Jacobs launched his career at New York’s Squadron, Ellenoff, Plesent & Sheinfeld (now merged into Hogan & Hartson), first as a part-timer while in law school, then as a summer associate. Responding to parental illness, he left the firm two years later to work for his family’s construction business. Eventually returning, he made partner in 1991. Jacobs joined News Corp. in 1996, and became its general counsel “two Januarys ago.” His career progression has been “pretty much a straight line” he says, except “for the little hiccup in family business.” Personal: Philadelphian Jacobs and his wife, Hannah, are the parents of a pair of daughters: Emily, 13, and Molly, 9. He graduated from Temple University in 1978 and achieved his law degree in 1981 from Brooklyn Law School. Last book and movie: The March, by E.L. Doctorow, and Transamerica.

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