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On the surface, it sounded like a surefire recipe for fireworks: Jean-Marie Messier and Barry Diller, two of the most aggressive media executives in the world, going head-to-head while rearranging their entertainment empires. Faiza Saeed certainly prepared for a contentious scene when her client, Messier’s Vivendi Universal S.A., decided to go after the entertainment assets of Diller’s USA Networks Inc. Yet Saeed, who became Cravath, Swaine & Moore’s second female corporate partner in 1998, says that the sit-downs between Messier and Diller turned out to be surprisingly conflict-free. She acknowledges that the talks were nerve-racking in the beginning — “these men are both known for driving hard to get the deal they want.” But negotiations eventually turned cordial, providing a case study in executive diplomacy. Because the two chiefs knew a lot about each other going into the deal, Saeed says, “they were both very sensitive to the fact that this deal was (a) very important to both of them, and (b) very easy to derail. So they were both pretty careful during negotiations to stay focused, and to not let conflicts escalate.” Staying focused was a special challenge for Messier and his lawyers at Cravath, since they were simultaneously negotiating another deal with EchoStar Communications Corporation, the Littleton, Colo.-based broadcast satellite provider. On many evenings, says Saeed, Messier would call her in New York to get a rundown of the day’s developments in both deals. “It would be 3 a.m. in Paris, and here I was giving him an update — in English — about EchoStar and USA!” she marvels. “I still don’t know how we both kept things straight.” Despite harmony between Messier and Diller, the Vivendi-USA Networks deal remained complicated because of the involvement of several other parties. “Instead of the usual two constituencies, we really had four,” notes Saeed: Vivendi, USA Networks, Liberty Media Corp. (the American company’s major shareholder), “and ultimately, Barry himself.” As USA Networks’ CEO, Saeed explains, Diller “enjoyed an extraordinary degree of control.” Add in a shareholder’s special committee spiked with personalities like Norman Schwarzkopf, “and you have a whole lot of people who need to be satisfied at the end of the day,” Saeed says. The 36-year-old attorney’s ties to Vivendi go back to the company’s 2000 acquisition of The Seagram Company Ltd., which owned USA Networks at the time. Saeed has since helmed more deals for Vivendi — including acquisitions of Houghton Mifflin Company and MP3.com Inc. — that have transformed the onetime French utility into an international media power. Saeed, who joined Cravath in 1991, says, “I never set out to be a media lawyer, but those kinds of deals came along, and it just turned out to be my specialty.” Besides her work for Vivendi, she has also assisted on several deals for Time Warner Inc. and DreamWorks SKG. “I’ve had a lot of fun in this field,” she says. “The media’s very pervasive in people’s lives.” But, she adds with a laugh, “I still get starstruck sometimes.”

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