General Counsel Helps Guide Media Giant

As general counsel of The New York Times Company, Solomon B. Watson IV is the only minority GC of a Fortune 500 company headquartered in New York City. He's faced the free-lancer fallout from N.Y. Times Co. v. Tasini and the question of whether a Web site is subject to jurisdiction in remote locations. He's also keeping an eye on FTC deliberations on the rule prohibiting newspapers from owning broadcasters.

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Name and Title: Solomon B. Watson IV, Senior Vice President, General Counsel and Secretary Age: 57 The Business: It may be time for The New York Times Company to rethink its motto “All the News That’s Fit to Print.” In recent years, the publisher of The New York Times has expanded into television, radio and the Internet, as well as other print publications. The company owns The Boston Globe, 15 smaller dailies, half of the International Herald Tribune and two newspaper distributors. It also operates eight television, two radio stations and more than 40 Web sites. The Times Co. has a minority stake in a winning bid to buy the Boston Red Sox baseball team, pending approval of the baseball commissioner. Last year, the company, which has about 13,000 employees, had revenues of $3.5 billion. In-House Heaven: “This is an absolutely terrific place to work,” Watson said, and experience seems to bear him out. Turnover in the in-house legal department is almost non-existent: Watson estimated that on average the 12 in-house lawyers have been at the company 10 or 11 years, and that a mere 25 lawyers have come through since the department was formed in 1963. Watson himself has put in 27 years at the company. He attributes several factors to his department’s success. First, he said, “we try to keep as much of the interesting work inside as we can.” For example, when the company sold the Santa Barbara News Press last year, an in-house lawyer was the key lawyer on the transaction. The same goes for litigation: the First Amendment team vets all the stories for the company’s major papers. The client is another draw, Watson said. His team has the benefit of working with “some of the best journalists in the world and best business operators in the industry.” He encourages his lawyers to act as business partners, “to facilitate whatever our clients are trying to get done. For instance, in the newsroom, the goal of my First Amendment guys is not to become supereditors but to get the story published. From time to time, we know that there is some risk in publishing a story but we are inculcated with helping the newsroom get the story out so we are willing to take that risk.” In addition, the department offers the potential for other opportunities. Watson said the group typically has been seen as a pool for executive talent. For instance, the company’s president and CEO, Russell T. Lewis, was a member of the legal department Finally, Watson himself must be given some credit, for he is clearly well-respected and well-liked by his team. He explained his management philosophy: “By and large I lead by persuasion and not my authority, and I celebrate their victories, not my own.” Outside Counsel: As a general rule, Watson said he uses outside counsel only for major litigations and major transactions. The law firm with perhaps the longest relationship with The Times is Cahill, Gordon & Reindel, whose partner, renowned First Amendment lawyer Floyd Abrams, has been advising the company since 1971. For transactional work, Watson turns to Samuel S. Friedman at the New York office of Morgan Lewis & Bockius. Bruce Keller, an intellectual property lawyer at Debevoise & Plimpton, represented the company in the recent U.S. Supreme Court case, N.Y. Times Co. v. Tasini, 533 U.S. 483 (June 25, 2001), involving the rights to electronic reprints of free-lance-written articles. Finally, when the company gets sued outside of New York, Watson tries to hire the best local or regional libel lawyer he can. He said that typically the company does not lose libel cases, and in fact, has never lost a domestic libel lawsuit. Litigation: The Times and other publishers suffered a major blow this summer, when the High Court ruled in Tasini that they were liable for copyright infringement when they posted free-lance-written articles online or sold them to electronic databases such as Lexis-Nexis. In response, the company immediately removed a number of articles written by free-lancers from its electronic databases, Watson said. The next step, which is still pending, “is to work on discussing a settlement that is fair to the public as well as the free-lancers.” Another case on Watson’s radar screen throws into question whether a Web site maintained by the company can subject it to jurisdiction in remote locations. In Young v. New Haven Advocate, 2:00CV00086, the U.S. District Court for the Western District of Virginia found that two Connecticut newspapers that published an article about prison conditions in Virginia could be hauled into court there solely on the basis of their Web sites. “Until this case, we were all fairly comfortable that having a Web site accessible from any place around the world wouldn’t make the owner of the site subject to jurisdiction,” Watson said. “My instinct is, depending on how this case comes out, the law is going to change.” The defendants, who are appealing the decision to the 4th U.S. Circuit Court of Appeals, have asked The Times to submit an amicus brief in their support. A Changing Industry: On the transactional side, Watson is monitoring the Federal Trade Commission’s deliberations over whether to repeal the rule that prohibits newspapers from owning broadcasters and vice versa. The company’s general view, Watson said, is that the cross-ownership rule should be repealed: “There is such a diversity of voices in almost all markets now that it doesn’t make any sense to prohibit a newspaper from owning a broadcaster or the other way around.” Recent Events: Watson found himself confronted with a number of unique legal issues arising from the events of Sept. 11. The first challenge thrown his team’s way, he said, was to get clearance for the trucks delivering papers from their plants in New Jersey into the city since at the time only emergency vehicles could come in. The three anthrax scares at The Times following Sept. 11 also raised unusual legal questions. For example, if an employee were infected with anthrax, he might raise the argument that the company is liable for coverage beyond workers compensation, Watson said. The department also worked enhancing security and back-up plans “in the event of any similar kind of disaster,” he said. Watson was even confronted with the problem of getting a Times photographer out of jail. “He had been in Sudan and Kosovo and survived those events,” Watson said of the photographer. “Then he comes back to New York City and gets arrested for trespassing down at ground zero.” Minorities: Watson is the only minority general counsel of a Fortune 500 company headquartered in New York City. He has been active in promoting the cause of minority lawyers for many years, and in 1998 received the Pioneer of the Profession award from the Minority Corporate Counsel Association. Watson’s advice extends, he said, to all lawyers, not just minority lawyers: “Be flexible when new opportunities are presented, be creative in making new opportunities and then work hard to capitalize on those opportunities.” How He Got Here: Watson was born and raised in Salem, N.J. He earned a bachelor’s degree from Howard University and his law degree from Harvard Law School. In between college and law school, he served as an Army lieutenant in Vietnam, where he was awarded two Bronze Stars and two Army Commendation Medals. After law school, Watson spent two years as an associate in the Boston law firm Bingham, Dana & Gould before joining The Times in 1974. He became assistant secretary of the company in 1976 and secretary in 1979. He was promoted to assistant general counsel in 1984 and to his current position of general counsel in 1989. Family: Watson is married to Brenda J. Watson, who recently retired from her position as human resources director of The Times. He has two children, Kira, a lawyer, and Katitti, an elementary school teacher.

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