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Name and title: Andrew A. Merdek, vice president-legal affairs, general counsel and corporate secretary Age: 55 Media monolith: Atlanta-based Cox Enterprises Inc. publishes 17 daily newspapers and 25 other periodicals, owns 15 television stations and runs one of the nation’s largest cable systems, which operates in 22 states and has more than 6.6 million subscribers. One of its 600 subsidiaries is the owner of nearly 80 radio stations, and the media giant’s Manheim Auctions Inc. is the world’s largest wholesale automobile auction company. Cox also holds a majority stake in AutoTrader.com, which it says is “the largest and most visited” database of for-sale used vehicles. The family-owned, private company is led by the grandson of former Ohio governor, presidential candidate and Franklin Delano Roosevelt running mate James M. Cox, who founded the firm in 1898. Today it has 77,000 employees at home and abroad, and last year reported more than $12 billion in sales. Daily duties: As Cox’s legal supervisor, Merdek oversees governance matters and participates in board and committee meetings for the various subsidiaries. His team supports all operations, manages litigation and is involved in firm transactions. An issue’s urgency or the time of year determine what takes precedence. For instance, he lately has been focusing on proxy statements and the 10-K process for Cox Radio Inc., typical for March. Merdek sees himself as a generalist, but he has concentrated especially on mergers and acquisitions “over the past dozen years” as the company has grown. Merdek’s job has been changed by the advent of the Internet, which he called “the overlay to all of our businesses, with all of the attendant legal issues that arise.” Internet safety and privacy are two of his primary areas of concern. The automation and computerization of resources, “now into databases, not white notebooks,” is a fundamental change. Cox’s “cutting edge” telecommunications infrastructure, including wireless telephony and high-speed data service, has increased the volume and pace of Merdek’s workload-but at the same time helps him cope with his duties. “The Federal Communications Commission is all over our television, radio and cable businesses,” Merdek said, and he seeks outside counsel to assist in dealing with the agency. He works closely with Cox’s Washington-based lobbyists. Publicly traded Cox Radio “gets the full brunt” of Sarbanes-Oxley attention. Cox has “an ever-growing” international component, and because of Manheim’s foreign activities, in particular, he has had to become familiar with non-U.S. laws. Merdek relies primarily on outside counsel and local resources to manage the nondomestic legal slate. Transactions and amicus brief: In 2004, the Merdek team participated in “an extraordinary deal” in which Cox paid $8.5 billion to take the company private. The GC called it “the largest such transaction ever.” In another deal, Cox has agreed with Landmark Communications Inc. of Norfolk, Va., to sever their partnership. Merdek is “deeply involved” in the transaction, in which they will split the assets of Trade Publishing, a group of automobile-related publications, resulting in a $2 billion windfall for each faction. In 2001, the estate of Gone With the Wind author Margaret Mitchell challenged the publication of The Wind Done Gone, a parody, on copyright infringement grounds. The publisher and various amici, including Cox Enterprises, argued successfully against prior restraint, painting the dispute as a First Amendment, not copyright, matter. “We are routinely asked to join in issues that are important to our industry,” Merdek said. Legal team and outside counsel: Merdek manages six lawyers at Cox Enterprises headquarters. The bulk of the firm’s corporate work goes to Washington-based Dow, Lohnes & Albertson, with which it has “a predominant relationship. We don’t have their phone number, we have their DNA,” Merdek said. Cox’s multitude of subsidiaries, with “various matters that you wouldn’t necessarily put in the hands of a major Washington law firm,” retain local counsel culled from a pool of approximately 100 firms. Merdek undertakes the hiring, although Cox Communications, bolstering its own cadre of 24 attorneys, retains lawyers to assist in its complex and highly regulated cable activities. Merdek reports to Timothy W. Hughes, senior vice president for administration and himself a member of the bar. Route to present position: Hired as a “business-side guy,” Merdek joined Cox Enterprises in 1987 as vice president and general manager of the Atlanta Journal-Constitution, its biggest property. He credits this nonlegal job as having provided “a tremendous education” in discerning the role of legal advice in a business environment. He considers himself a much better lawyer for having been a client, saying, “You learn a lot more context for the legal advice when you are the one asking for it than when you are the one giving it.” Cox’s legal chief undertook his present roles at the end of 1992. Merdek joined Dow Lohnes right out of law school in 1978, having also served as a summer clerk for the firm. He made partner with a practice encompassing media law, antitrust and mergers and acquisitions. Previously, he was a newspaper reporter with Maine’s Portland Press Herald and Maine Sunday Telegram. Cox’s legal chief said he is “honored” to have been chairman, for the past eight years, of the legal affairs committee of the Newspaper Association of America. The trade group, consisting of general and senior counsel of newspaper companies, focuses on First Amendment rights, dealing with patent “trolls,” keeping up with technological developments and other business and operating issues. Personal: Portland, Maine, native Merdek, along with his wife, Jeanne, are the parents of a pair of sons: David, 20, and Jon, 18. He is an avid musician who plays at least one hour each day, and is lead guitarist in his company’s band, Cox Rocks. A prodigious guitar collector, he possesses 85 instruments. Merdek graduated Phi Beta Kappa and magna cum laude from Vermont’s Middlebury College in 1972. He received his law degree from the University of Virginia School of Law in 1978. Last book and movie: The Beatles: The Biography, by Bob Spitz, and Match Point.

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