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IN-HOUSE COUNSEL James C. Gorton, Global Crossing Ltd. Title: Senior vice president and general counsel Age: 38 THE COMPANY Global Crossing is building a worldwide undersea and terrestrial fiber-optic telecommunications network for Internet and communications companies. Founded in 1997, the company has 13,000 employees worldwide and, in 1999, had revenues of $1.6 billion, not counting acquisitions. THE DEPARTMENT Gorton oversees about 10 attorneys and paralegals in Global Crossing’s Beverly Hills, Calif., executive offices and another 40 or so in Europe, Asia and the Americas. His department is responsible for negotiating contracts to land cables in foreign countries and for securing licenses to build networks in those countries, as well as project financing, regulatory issues, mergers and acquisitions, and securities matters. Gorton largely built his staff through contacts that he made during his 12 years at New York’s Simpson Thacher & Bartlett, both within and outside the firm. “I’ve never paid a headhunter because I knew all these people,” he says, explaining that he first hired bright generalists who could learn new fields of law, then filled specific needs in telecommunications, regulatory and other areas. WAITING ON THE FCC Gorton was the principal author of a 1998 proposal by Global to the Federal Communications Commission aimed squarely at the undersea cable consortiums, which includes AT & T, British Telecom, Deutsche Telekom and Japan’s KDD. By the mid-’90s, the consortiums had built and controlled most of the world’s 15 or so undersea cables. He says that the proposed regulation would break the iron grip of these large corporations, making it easier for new telecommunications firms to operate their own international cables. Although Global’s success means that its survival no longer depends on adoption of the proposal, Gorton says that banishing the consortium system is “the right policy decision, so you have a free and open market.” From late 1998 until the first half of 1999, the proposal was his “principal project,” and he took numerous trips to Washington, D.C., to testify before the FCC. He says that the FCC may soon release new regulations addressing ownership of undersea cables. CABLE, COUNTRY BY COUNTRY One of the most important responsibilities of Gorton’s department is understanding the regulatory landscape of countries in which Global wants to do business. Although deregulation in Europe means Global can own 100 percent of its operation there, Asian and South American countries place greater restrictions on foreign ownership of telecommunications entities. A local corporate partner is essential to being properly licensed, says Mr. Gorton, who is integrally involved in determining how much of a stake Global will hand over in order to get licensed. “Ultimately, we want control,” he says. “I’m going to bring to bear my knowledge of how to go about things to give the [local Global CEO] the kind of control he wants, but give the other side what they need as well.” If his legal team receives information from Global’s Washington regulatory counsel, Swidler Berlin Shereff Friedman, of impending regulatory changes within a country, Gorton says that he can sometimes negotiate around a local partner’s claim that it needs majority control in order to get the requisite licenses. “The thing working against you, of course, is time. Time to market is so fundamental in today’s telecommunications.” FAR-FLUNG OPERATIONS “What’s most critical is that you have people in there that you have good relationships with. I’ve been fortunate because the people running our [overseas] operations have all been people I’ve worked with over the years.” His department touches base in a weekly, worldwide conference call. “We try to do it very early in the morning here, which is super late at night for Asia and not so bad for Europe. Also, several times a week, I talk one on one with the heads of these operations. And we all make tremendous use of e-mail. I get probably 120 a day.” M & A Gorton is always involved in discussions about Global’s expansion and whether it should be accomplished by creating a new company or buying an existing one. The legal aspects of acquisition negotiations are handled in-house by Justin O’Neill, a former senior associate at Simpson Thacher & Bartlett, who reports to Gorton. Gorton says that new-employee issues or the liabilities of the merger partner are examples of the handful of critical elements he looks for in each deal. “There may be five or six things that really matter, and I get a sense of them. I make sure someone is on top of every one. Then I will come in and say, ‘How do we handle this?’ and ‘How do we handle that?’ What I don’t do, that I used to do at Simpson Thacher, is look at the final draft and say, ‘Did they get that right in Sec. 3.2?’” RECENT DEALS In early 1999, Global reached merger agreements worth $47 billion with phone companies Frontier Corp. and US West. But in June, Qwest Communications made its own bid for those companies, kicking off a month-long tussle. When the dust settled, Global had Frontier, but Qwest had taken US West. Frontier was “absolutely integral” to Global’s plans all along, Gorton says. Still, there were lessons learned from the Qwest imbroglio. Now “we always ask how quickly we can get a transaction closed. It’s made us that much more mindful of that issue.” PRIMARY OUTSIDE COUNSEL In addition to using Swidler Berlin for regulatory matters and Simpson Thacher for mergers and acquisitions, securities, commercial and project development, Global relies on New York’s Skadden, Arps, Slate, Meagher & Flom (M & A); Latham & Watkins (underwriting, trademark issues); and London’s Clifford Chance Rogers & Wells (European; commercial issues). ROUTE TO THE TOP Gorton grew up in Mississippi, where his maternal grandfather was the first president of the state bar in the early 1960s. He attended Columbia University, in New York, graduating in three years. He earned his law degree from New York University School of Law in 1986, then joined Simpson Thacher’s corporate department in New York, eventually becoming partner. As a specialist in project finance, he worked in the mid-’90s on the first privately financed undersea cable project, earning a reputation that later attracted Global brass who were developing their own cable plan. “From the day I met them in January 1997, I never had another client.” After 12 years at Simpson, he joined Global as general counsel in July 1998. OUTSIDE INTERESTS Gorton plays tennis and squash, and is an avid reader of military history. He also enjoys cooking, fine food and wine. FAMILY His wife, Antonia Berasaluce, is a former dancer with the American Ballet Theater. Their son, John Lindsay, is 3, and their daughter, Isabel, is 10 months old. LAST BOOK READ The First World War, by John Keegan.

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