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NAME AND TITLE: Jo Backer Laird, senior vice president and general counsel AGE: 48 IN THE NEWS: A press release from Christie’s Inc. usually heralds an auction of fine art at the company’s Rockefeller Center headquarters. A Jan. 28, 2000, public announcement from GC Jo Backer Laird involved a much less classy transaction. In the written statement, Laird said that Christie’s new owner and management team “recently became aware of information” that was relevant to the Justice Department’s antitrust probe of Christie’s and Sotheby’s Holdings Inc., the world’s two dominant art auction houses. Christie’s immediately gave this information to the government as part of Christie’s effort at “cooperating fully” with the DOJ, Laird says. This wasn’t just information; it was an antitrust atom bomb. Christie’s turned over hundreds of pages of files from Christopher M. Davidge, who was recently forced out as the company’s CEO. The paperwork revealed what would become a front-page scandal: that Davidge had documented years of clandestine contacts with Sotheby’s chief Diana Brooks to fix commission rates, set interest rates on loans to sellers, divvy up rich clients, and refrain from poaching each other’s staff. He also had notes from dozens of meetings in the mid-1990s between Christie’s Chairman Sir Anthony Tennant and his Sotheby’s counterpart A. Alfred Taubman, at which the erstwhile rivals allegedly agreed to these cozy, anti-competitive practices. Laird says that she and Christie’s current management team, including newly appointed CEO Edward Dolman, were unaware of this collusion until December 1999, when Davidge turned over his files to Christie’s antitrust counsel at Skadden, Arps, Slate, Meagher & Flom of New York. “Once we had the information, it was a really easy decision for lawyers and management,” says Laird. “There was no question but that the right thing to do was to bring it to the government.” The disclosure turned out to be a wise move for Christie’s, with costly consequences for Sotheby’s and its top officials. The Justice Department gave Christie’s and Davidge conditional amnesty in exchange for their cooperation. Sotheby’s paid a $45 million fine after pleading guilty to Sherman Act violations. Taubman and Brooks both resigned and were criminally prosecuted, and Taubman ended up with a one-year prison sentence, and Brooks got three years’ probation, including six months of home confinement. Laird insists that Christie’s did not attempt to strike an amnesty deal in exchange for Davidge’s damning documents. She says that Skadden Arps called the Justice Department on the day it received the files, and turned over the documents the next day. “[We] then applied for amnesty. There was no trade,” she says. Laird refuses to discuss Taubman’s charge that Christie’s amnesty, and thus much of the evidence against him, was tainted because Christie’s top management must have known of Davidge’s misconduct long before calling prosecutors. Laird considers the criminal prosecution and ongoing civil litigation to be an “ongoing seminar in U.S. antitrust law” for her and the rest of the company — a learning experience that should prevent future antitrust problems. ORGANIZATION: Founded in London in 1766, Christie’s International is the world’s largest fine arts auction house, with nearly $1.8 billion in sales in 2001. Christie’s Inc. is the U.S. subsidiary responsible for sales in North and South America, with 600 employees in 15 regional offices and its New York and Los Angeles sales centers. Last year, Christie’s Inc. sold $890 million in fine art, furniture, sculpture and other collectibles. LAIRD AND HER LAWYERS: Laird supervises two attorneys, an insurance professional and two legal assistants. She reports to Christie’s International chief legal officer Richard Aydon in London. Christie’s small in-house office bars specialization, says Laird, so the three lawyers share responsibilities on a wide range of corporate counseling, tax, trusts and property matters. Most of the 400,000 items auctioned annually at Christie’s are covered by standard consignment contracts, with in-house counsel involved in any negotiations with sellers who seek special terms and conditions. Laird prefers to resolve business disputes informally, and refers all litigation to outside counsel. CIVIL ACTIONS: On Jan. 30, 2000, two days after Christie’s disclosed its cooperation with the DOJ, a Montreal art collector became the first of hundreds of buyers and sellers to file private antitrust complaints against Christie’s and Sotheby’s. Laird declines to comment on the ongoing civil litigation, but counsel for Christie’s have obviously been active. The lawsuits against the two auction houses were consolidated before U.S. District Judge Lewis A. Kaplan in Manhattan. In April 2001, Kaplan approved Christie’s and Sotheby’s joint $512 million class action settlement with 130,000 customers at U.S. auctions. However, the plaintiffs’ payday has been delayed by an appeal of the deal by dissatisfied class members from foreign auctions. Customers at Christie’s and Sotheby’s auctions in London and other overseas locations have filed a separate appeal of Kaplan’s dismissal of their antitrust claims. On March 13, the 2nd U.S. Circuit Court of Appeals reversed, holding that the foreign transactions had the requisite effect on domestic commerce. Christie’s has petitioned for a rehearing. Laird says that one of her main duties throughout the antitrust litigation was to keep Christie’s management and staff informed on legal developments. “Press reports and rumors are less distracting when the staff knows what’s going on, and what they can expect,” she says. OWNERSHIP AND AUTHENTICITY: Laird says that most fine art comes up for auction as a result of the “3 Ds” — death, debt and divorce. Thus, negotiating with sellers and advising the company on title issues require Laird and her lawyers to keep current on trusts and estates, creditors’ rights and family law. They must also be sensitive to dealing with art owners who are parting with prized family possessions at times of personal stress or financial hardship, she says. Once the owner decides to part with the art, it falls to in-house counsel to ensure that relatives, creditors or others don’t have a legal claim to the property. If ownership disputes can’t be resolved beforehand, the item will be withdrawn from the auction. “We have to make sure that when the hammer falls, the buyer will have good title,” says Laird. PRINCIPAL OUTSIDE COUNSEL: Laird does not have to leave Manhattan to visit Christie’s law firms. Her main outside counsel is Hughes Hubbard & Reed, with Simpson Thacher & Bartlett picking up some corporate and trust and estates work. Skadden Arps has represented Christie’s throughout the antitrust litigation. ROUTE TO THE TOP: Laird, a native of New York state’s Long Island, graduated from Princeton University in 1975 with a B.A. in history. In 1980, she earned a J.D. from Columbia University and a master’s degree in international relations from Princeton’s Woodrow Wilson School of Public and International Affairs. She signed on as a litigation associate at New York’s Davis Polk & Wardwell, where she gained her first exposure in antitrust law. Laird joined the legal department of Morgan Stanley & Co. in 1987, eventually becoming a principal at the investment firm, where she covered employment-related matters, securities and other commercial litigation. Laird became Christie’s GC in October 1997. FAMILY: Laird lives in New York with her 14-year-old daughter, Sophie. LAST BOOK READ: “Century’s Son,” a novel by Robert Boswell.

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