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In-house counsel: Thomas D. Hyde, Raytheon Co. Title: Senior vice president and general counsel Age: 51 The organization: Lexington, Mass.-based Raytheon is the third-largest U.S. defense contractor, after Lockheed Martin and Boeing. It builds missiles, military electronics and components of the proposed national missile defense system. Raytheon is also the largest U.S. manufacturer of general aviation aircraft and builds the new Navy and Air Force training plane. Nearly three-quarters of Raytheon’s $19.8 billion in 1999 revenues came from defense-related work. It has about 95,000 employees. The department: Hyde’s department is responsible for M&A support and contract dealings with customers, which include the U.S. and foreign governments. In addition, it oversees functions including ethics, health and safety, real estate and export control. Each of Raytheon’s five business units (four for defense manufacturing, one for aircraft) has its own general counsel, who report to Hyde. Of Raytheon’s 73 lawyers, 17 are at headquarters, with the rest stationed throughout the U.S. and abroad. “We try as best we can to keep lawyers close to their clients,” Hyde says. Hyde and his department are responsible for understanding the technology behind all of Raytheon’s products because “anything that an engineer comes up with that’s new and unique has the possibility of being patented.” The company files hundreds of patents a year; many more innovations, subject to government secrecy orders, go unpatented. An in-house IP lawyer is part of the group that decides whether to patent. Current litigation: This fall, Raytheon will argue to dismiss a class action brought on behalf of purchasers of the company’s common stock in 1998 and 1999. The suit alleges that company executives made misleading statements to hide weak financial performance. Raytheon, represented by Hale and Dorr of Boston, says the suit has no merit. Most company litigation, Hyde says, consists of government-contract disputes, “which rarely end up in [district] court; they end up in the Court of Claims or in various federal agencies.” These might involve accusations that Raytheon overcharged on a project or “whether we are entitled to compensation for a change in a contract. They tend to be highly technical and handled by people who specialize in that area.” Although most are taken by outside counsel, some fall to Raytheon lawyers, depending on the expertise required and the locale of adjudication. “There tends not to be a lot of animosity,” Hyde says. “This is, after all, our biggest customer.” His department actively manages litigation. “We tend to make the critical decisions in terms of the scope of discovery, theory of the case, how exactly the case is prosecuted or defended. We try very hard not to delegate that to outside counsel. We think it’s our responsibility to the company and, frankly, to the outside counsel, to provide plenty of guidance and direction.” It’s also cheaper: “We watch costs very closely.” Frequent flier: Hyde is in Washington, D.C., three or four times a month, meeting with customers such as the Army or the Defense Department, or with State Department representatives regarding export control issues for Raytheon’s overseas customers. He also deals regularly with foreign governments, meetings that “tend to either be at a very high level, almost trying to set a tone for a future discussion,” or down-and-dirty problem-solving. Examples of the latter include the six months he spent in Brazil several years ago, nailing down a contract to build a controversial surveillance system for Brazil’s vast Amazon region. After years of starts and stops, the system is scheduled to begin operating in 2002. Testing internet boundaries: In February 1999, Raytheon sued 21 individuals for discussing allegedly sensitive company information online. It demanded that Yahoo, which ran the chat sites, release the defendants’ names; Raytheon suspected that they were company employees. The case, with its specter of a corporate Big Brother, sent shivers through the online chat community. Yahoo complied with a court order to release the names. They turned out to be employees; four left the company, and a dozen were reprimanded. Raytheon eventually dropped the suit. Hyde says he was surprised by the attention paid to the case. “We thought long and hard and couldn’t figure out any other way to do anything,” he says. He says Raytheon could have violated securities laws if the gossip moved its stock. As a lawyer, he doesn’t think it’s the start down the proverbial slippery slope. “Anybody that believes they have any anonymity on the Internet is nuts,” he says. “And you should behave accordingly.” Hardware on the net: Raytheon joined Boeing, Lockheed Martin and British Aerospace to create Exostar, an online market for some of their products that will open for business this fall. Additional defense companies might be invited to join. Hyde says there will be procedures for verifying the identities of buyers and, of course, limits on what is available. “You’ll never be able to buy an AM-RAM missile through it,” he says. Hyde’s department was active in securing Raytheon’s participation, and has lawyers on Exostar’s committees dealing with legal and export control issues. The four companies fleshed out the concept “at lightning speed.” “You really owe it to yourself to participate in this,” says Hyde, explaining Exostar’s appeal to its creators, “to understand what impact it’s likely to have on your business. And, secondly, almost as a precautionary measure: If this is going to take off, you want to be part of it.” Strike: On Oct. 2, about 3,000 Raytheon workers voted to end a strike. The members of Local 1505 of the International Brotherhood of Electrical Workers began striking on Aug. 27, largely to protest the removal of manufacturing jobs from Massachusetts to lower-wage states. The workers represented about a fifth of Raytheon’s Massachusetts workforce. “Our role is one of a team member,” says Hyde of his department in working to resolve such matters. One of his assistant GCs was on the negotiating team. Primary outside counsel: Venable, Baetjer and Howard in Baltimore (full service); and Wachtell, Lipton, Rosen & Katz in New York (M&A). Route to the top: Hyde graduated from the University of Kansas in 1970. He was drafted into the Army, and was destined for Vietnam before being rerouted to administrative duties in Pittsburgh. He graduated from the University of Missouri School of Law in 1975. He rose to partner at a now-disbanded Kansas City, Mo., firm, earning an MBA in finance along the way. In the ’80s, he was assistant general counsel at Emerson Electric Co. in St. Louis, then VP for mergers and acquisitions at Johns Manville Corp. He spent a year as CFO of MNC Financial, a bank holding company since purchased by NationsBank. He came to Raytheon in 1991 as assistant general counsel and became GC in 1994. Family: Hyde’s wife, Vina, is a former schoolteacher. Last book read: “Lindbergh,” by A. Scott Berg.

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