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One morning just over three years ago, Laura Franco got word that the decision makers at Viacom Inc. had finally decided to spin off the company’s MTV Networks’ online business and sell part of it to Liberty Media Corp. Franco lunged for the phone. As one of the media giant’s in-house lawyers, she knew that the deal’s fine points needed to be hammered out fast. Preliminary negotiations, after all, had been long and tense; the corporate heads didn’t want the lawyers messing it up. And the sooner the deal got done, the sooner MTVi, an advertising-supported Web site about pop music and culture, could speed toward a lucrative public offering. (Don’t laugh. This was 1999.) However, the deal was enormously complex, and Franco needed help. But Viacom’s GC, Michael Fricklas, was sidelined with a short-term illness. And the company’s lead mergers and acquisitions lawyer, Kenneth Lefkowitz of New York’s Hughes Hubbard & Reed, was tied up in Europe. Unfazed, Franco dove in. In 48 sleepless hours, she drafted partnership agreements and haggled with Liberty’s counsel over licensing and trademark rights. She drew up a new corporate structure for MTV Networks and planted the seeds for MTVi’s IPO. “Ultimately, she got some help, but she basically quarterbacked the whole thing,” says Lefkowitz, an M&A expert. He says the MTVi deal was the “singularly most complicated transaction” he’s ever worked on. “In those 48 hours, Laura Franco really made a name for herself,” he adds. Apparently so. Shortly after the deal finished, Fricklas recognized Franco’s work by adding “vice president, business affairs” to her title. Within a year, Franco, a former associate at New York’s Simpson Thacher & Bartlett, was running Viacom’s M&A operations. “Success and good work seem to come easily to Laura,” says Fricklas. “She’s intellectually brilliant, and she has a truly magnetic personality.” In the 39-year-old Franco’s case, “personality” is actually code for a snappy, self-deprecating wit, which, according to colleagues, often could double as dialogue from “Sex and the City.” After her work ethic, her sense of humor is the first thing anyone mentions about her. “Sometimes, just thinking about Laura makes me laugh,” admits Candace Beinecke, chairwoman of Hughes Hubbard. Franco’s future, however, is no joke. For the time being, she says she’s staying put at Viacom. She’s a good fit in the New York entertainment world, and she likes working for Fricklas, a powerful, well-respected GC. “But she could move up quickly,” says Creighton Condon, a lawyer at New York’s Shearman & Sterling who has done a lot of transactional work for Viacom. “She’s had great hands-on experience.” That hard work may help her reach the top at a relatively young age. Maybe then she can finally catch up on her sleep.

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