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Ira Parker was appointed executive vice president and general counsel of AOL last October. He came to the company from Polaroid Corp., where he was vice president, general counsel, corporate secretary, and chief compliance officer. AOL (formerly America Online Inc.) is an online service provider and media company operated by Time Warner and based in Dulles, Va. Parker recently talked to Legal Times about his new job.
I wanted to ask about changes at AOL — everyone’s heard of AOL, so what’s new with the company? Although everyone has heard of AOL, a lot of people don’t know where we are now and how we’ve changed in the past year. As most of your readers know, AOL got its start as a traditional Internet service provider and became the largest dial-up service provider in the country. For many users, AOL was synonymous with the Internet because we provided them both access and content online. But as the nation adopted broadband, high-speed Internet, the AOL business model came under pressure. With high-speed connectivity controlled by the cable and telephone companies, how did AOL thrive? The answer is simple: Stop trying to compete with the guys who own the pipes and instead focus on our core strengths, like ease of use, content, communications tools, security features, and community. If you give your content and services away for free to high-speed users, you can build your audience and take advantage of the explosive growth in the online advertising market. That’s the transformation that the company is going through. If you look at our third-quarter results, we have done phenomenally well in the transformation. But we’re still in the early days of our transition, and there’s a lot of work left to do.
Can you talk about your role as general counsel? As a general counsel, I have several roles. The first is managing the legal department and making sure that the level of service that clients are getting is excellent. My goal is to make it easy for my lawyers to do their job. And the second role is to be an adviser to the CEO as well as to other senior management staff and get involved in strategic decisions for the company. If you combine those two things together, it makes the job interesting. For in-house lawyers, I think that’s why we came in house to begin with. The third role that I have is chief compliance officer of the company. If you look at all the various scandals over time, from the [Federal Deposit Insurance Corp.], which had a banking scandal, or Enron or WorldCom or backdating of stock options, you realize that compliance is a critically important function in a company. In this day and age, you have to have compliance at the forefront. My clients, the CEO, the senior staff, and the rest of our employees must operate with the highest standards of ethics, not only for legal reasons but also to maintain the trust of our users.
That sounds like a lot to juggle. It’s all a matter of figuring out the right use of your time. In a big company, a general counsel is more like an orchestra leader. You’re getting involved when things get escalated, but if you orchestrate it right, you can make it work.
What’s the size of your law department? We have both domestic and international. I think our head count is 75 lawyers. And when you take the total staff and add them up, I think it’s 160. For the attorneys, the vast majority are in Dulles. Probably 50 in Dulles.
Is a department that size divided up in some way? We’re actually having a departmentwide off-site meeting in the next couple of days. I think that any good general counsel these days has to look at the department — particularly in an industry like ours that changes so rapidly — and we have to figure out the best ways to create an adaptive and responsive legal department. The legal department, by definition, supports other functions. So can we create a department which is modular; can we morph to meet a changing client need? In terms of organization, we have litigation lawyers and transaction lawyers. We have a deputy general counsel for litigation and a deputy general counsel for transactional matters. We also have a chief privacy officer position, which we created by shifting the responsibilities of our former chief trust officer position in September. Within our litigation section, we have four groups: civil litigation, criminal litigation — which is more support for law enforcement in assisting them with subpoenas and other needs than actual litigation, of course — public policy, and compliance. On the transaction side — and we probably have two transactional lawyers for every litigation lawyer — that’s where the client is changing the most. The issues we face here as we think about the department are significant. How do we best service our client? Are we using the right model? Should we have lawyers in different big offices around the country? Or should we focus on our centers of excellence — Dulles, New York, Northern California — and put more lawyers there?
So what are the legal challenges you face? I know that AOL has been in the news lately because of problems with privacy issues. The privacy issues happened before I got here. In fact, following my arrival, we created the new chief privacy officer position to help address those issues going forward, and that position reports directly to me. Our biggest issue is figuring out how we support a business model that is still in the process of changing. AOL legal was established when the model was quite different. It was designed when it was an access business. Now we’re giving it away free, so do I have the right lawyers in the right places? We’ll probably be figuring out the right issues in the next few months. I want to make sure we get it right.
What outside firms do you use? We use outside firms primarily for two purposes: litigation other than employment issues and transactions other than what we do in house, such as mergers and acquisitions, which we don’t have in house. We use a lot of law firms, probably most of the downtown D.C. firms, for example. Before I arrived, our philosophy was to spread out our legal work. What we want to look at here is whether there is a more efficient way of handling outside counsel. We need to figure out the best way to do that. My philosophy is that consolidation of legal services among a few firms is probably better than spreading it out among 25 to 30 firms. Also, we’re looking at how to more effectively use outside counsel.
What’s your background? How did you end up at AOL? I always loved technology, from my college computer programming days on. As careers morph, I was a banking lawyer, then, when I was representing banks in the early �90s, after I had left government, nobody was representing them in the coming Internet revolution. This was before the Web was the Web. I started representing a lot of banks in Internet-related issues, like Internet banking and commerce. I was general counsel of an Internet backbone company, took that public and sold it, and then did Polaroid for a couple of years. That was my move away from high tech, and I’m happy to be back. I love the Net and love everything we do here. I love the fact that the law isn’t established. It’s lot of fun. If you’re a lawyer, there’s nothing better. It’s always fun to be on the forefront of making new law.
What would you say are the best parts of the job? I just think it’s a great company, a great job, a great team, and I am thrilled to be here. I’ve done a lot of interesting things with my career, from government to building a practice with a big law firm. But this is probably the most interesting job I have had. It’s absolutely fascinating, and I’m learning every day.
Where would we find you when you’re not in the office? Mostly commuting from Boston! My last two jobs were in the Boston area. And although my boys are in college, my wife is up there. So I’ve been spending a lot of time on planes. Thankfully, we’ve had warm weather and no snow. The idea at some point is that she will relocate down here. Even with the boys away, it’s tough to move. When this commuting gets really tiring and I’m burned out on travel, at some point, she will relocate.
Seen any good movies lately? I saw “Borat,” and I laughed my head off.

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