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Michael Rowles is general counsel at Live Nation Inc., which describes itself as the largest producer of live concerts in the world, handling tours for such artists as the Rolling Stones, Madonna, U2, Coldplay and Barbra Streisand. The company also owns, operates or otherwise has booking rights in more than 160 concert venues around the world. Headquartered in Beverly Hills, Live Nation used to be part of Houston-based Clear Channel Communications but was spun off as a separate entity in 2005. Prior to becoming GC at Live Nation in March 2006, Rowles served as general counsel at Entravision Communications Corp., a Spanish-language TV and radio broadcasting company in Santa Monica. He previously worked as a corporate practices partner in the San Diego office of Zevnik Horton Guibord McGovern Palmer & Fognani. Rowles received his law degree from the University of Illinois College of Law. He was interviewed by Mark Thompson, a freelance journalist in Los Angeles who contributes regularly to GC California Magazine. Q: Did you have a legal department intact at the time that Live Nation was spun off from Clear Channel in 2005? A: Yes and no. There was a legal department prior to the spinoff but there was a restructuring of all departments at that time. The company did retain some of the attorneys who had been there prior to the spinoff. Others were not retained, including the general counsel. Q: Did you have to add staff to the legal department after you arrived? A: I did. When I got here I basically had to build the department. Most of the lawyers who were left reported to one of the various divisions at that time within the company. We certainly didn’t have a cohesive legal department per se. I definitely needed to build that. Q: How many attorneys are on your staff? A: We currently have 19 attorneys, including me. That includes two lawyers who came over from House of Blues, which we recently acquired. Q: How did you end up as general counsel of Live Nation? A: I was with several firms in private practice prior to Live Nation. Back in 2000, I was with a firm in San Diego, Zevnik Horton. My background is in corporate, securities, mergers and acquisitions � transactional work basically. I did the IPO work for Entravision Communications, a TV and radio broadcast company. I then became general counsel of that company in September 2000. I was with Entravision as senior vice president and general counsel until I came to Live Nation about a year ago. Q: Some of the statistics for Live Nation are quite astonishing. The company’s Web site mentions that Live Nation managed 26,000 events in 18 countries last year, which attracted some 60 million people. A: I think that’s right, yes. Q: I would imagine there is a lot of contract work involved in pulling that off. A: Absolutely. Q: Have you ever counted up how many contracts your company oversees every year? A: [Laughing] I couldn’t begin to, no. The attorneys within the music division handle most of the venue agreements, sponsorship agreements and touring agreements. No, I couldn’t begin to tell you how many there are. Q: I would guess that putting on a large annual music festival � and you put on quite a few � in and of itself would require pretty much the year-round work of a lawyer. A: There are legal aspects and legal work with all of the events that we put on. The amount of legal work varies in any particular concert, event or tour. Q: How much of the work do you handle in-house and how much do you tend to farm out to outside firms? A: As with any company, we strive to keep as much of the work in-house as possible. I think that’s the most cost-efficient method as well as the way to get the best legal work and work product. We’re a busy company and we certainly do rely on outside counsel in certain instances. Q: What sorts of work would you send out? A: Obviously, litigation matters. I have a head of litigation who reports to me and who manages all of our litigation. But we use outside firms for most litigation matters. Our SEC reporting function as a public company on the New York Stock Exchange is something that we handle. Our primary responsibility for that is in-house but we certainly use outside counsel in a backup capacity. On M&A transactions, depending on the transaction in terms of size, timing, etc., we’ll use outside counsel as well. Q: Are there certain firms that you use regularly or do you tend to look for appropriate firms on a case-by-case basis? A: Both. There are a handful of firms that we use on a regular basis. In each particular instance, I evaluate who is appropriate for the given matter. That’s one of the tasks I had when I came here. The company was all over the map in terms of using a number of different firms for a number of different things, and there was no clear pattern. I have reduced our use of outside counsel down to a handful of go-to firms that we try to rely upon. We use Latham & Watkins for corporate finance. We use Fulbright & Jaworski for FCC matters. For transactional matters, we use Morrison & Foerster, Gardere Wynne in Houston and also Greenberg Traurig. Q: Can you estimate how many firms the company previously used compared with now? Have you pared it down significantly? A: I couldn’t even begin to tell you the exact number. I’d say dozens. Q: How do you handle international work that crosses your desk? A: We have three attorneys who are based in the United Kingdom. We also use outside counsel internationally on the same basis that we do here in the United States. We try to keep as much work in-house but we certainly use outside counsel where it’s appropriate. That applies as well to the international side. There are go-to firms on which we typically rely. Q: How closely do you manage and monitor the work of your outside attorneys? A: We monitor pretty closely what outside counsel is doing for us, again with the idea that we like to keep as much work in-house as possible. When we’re using outside counsel, it’s for a dedicated task or specific purpose. I will certainly closely monitor what that firm is doing on that project and scrutinize the work product. Q: On your in-house staff, what sort of specialties do you have among the lawyers? A: As I mentioned, we have a number of attorneys within our divisions. We’ve recently consolidated our divisions. We now have what’s called the North American Music Division. Within that, we’ve got a number of divisional attorneys who are dedicated to the touring side of things, the music side of things, the sponsorship venues and alliances. They do all the work within that division. On what I’ll call the corporate side, we’ve got the head of litigation that I mentioned before and my deputy general counsel, who is my right hand. My deputy general counsel’s primary responsibility is the SEC reporting. He and I share the burden on corporate governance matters, which, as a public company, is of primary importance to us. On the corporate side, I’ve got another attorney who oversees legal matters related to House of Blues. I’ve also got another attorney who is primarily dedicated to IP licensing, technology and other transactional matters. Q: Live Nation sponsors events for a number of top-line superstars, including Madonna, the Rolling Stones and U2. Do you handle contracts for their performances? A: We do. It’s more a matter of us promoting rather than sponsoring these tours. We have three attorneys in-house who comprise our global touring division. They have primary responsibility for all the contractual relations regarding those big tours that you just mentioned. Q: I would assume those superstars aren’t going to work with a standard contract. Do some of them have provisions requiring a certain brand of vodka at a certain temperature and all sorts of other special demands? A: [Laughing] No, I wouldn’t say that. Every contract is unique. There are points to be negotiated in every particular instance. But no, nothing like that. Q: The company also has some intellectual property issues and patents. One of those patents, which involves a method of creating digital recordings of live performances, was challenged by the Electronic Frontier Foundation as part of that group’s so-called patent-busting project. Will the company contest the Patent Office’s recent announcement that it plans to revoke that patent? A: I can’t comment on a pending legal matter like that. Q: Generally speaking, where does intellectual property fit within the overall scheme of the company? A: Intellectual property is certainly an important part of our business. We have a number of patents, trademarks and copyrights � both applications and the actual marks themselves. That’s all public record. Q: You’ve already mentioned Live Nation’s recent acquisition of House of Blues. Are there other acquisitions in the works? A: We’re always continuously looking at potential transactions. I think we will maintain an aggressive growth strategy per our public statements on the matter. Q: Do you expect to be expanding the size of your legal staff? A: I think we’re fully staffed at this point. But I also think that, as the company evolves and continues to grow, we’ll continue to assess our needs. To the extent that it makes sense to bring additional attorneys aboard, we will do that. Q: When you do look for new lawyers, do you tend to hire laterally or are you bringing in young attorneys straight out of law school and grooming them for positions in the company? A: Since I’ve been here, we have not hired directly out of law school. We’ve typically brought over lateral attorneys who are either already in-house or from law firms. Q: Do you hire from the law firms with which you work? Have some of the attorneys who have worked on your projects for Live Nation come onboard? A: We don’t, in particular, target the law firms that do work for us. But if there was an appropriate candidate from one of those firms who was interested in making the move, and both the company and the law firm were on the same page, we would certainly look at that. Q: Beyond the lawyers who work at company headquarters in Beverly Hills, where else do you have in-house lawyers? A: Most of the lawyers are here in Beverly Hills. I mentioned we have a few lawyers in the United Kingdom and several lawyers in Houston who remained there after we spun off from Clear Channel. We also have a number of attorneys in Toronto. I think that’s it.

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