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NAME AND TITLE: Diana M. Daniels, vice president, general counsel and secretary AGE: 53 ANTITRUST NEWSFLASH: The Washington Post Co. is in the business of reporting news, not making it. However, the D.C.-based media company landed in the headlines, and in federal court, after buying a chain of 10 community newspapers in southern Maryland. The company, which already owned 35 newspapers in Maryland, was hit with an antitrust complaint by the owners of three independent newspapers. The February 2001 complaint alleged that the company was monopolizing Maryland’s newspaper industry and squeezing out competitors through predatory pricing and other unfair tactics. General Counsel Daniels said she worked closely with outside litigation counsel in the successful defense of the suit. After getting the plaintiffs’ main economic expert excluded as unqualified, the Post knocked the case out on summary judgment in August 2002. Berlyn Inc. v. Gazette Newspapers, 214 F. Supp. 2d 530 (D. Md. 2002). “I think the judge got it completely right on all their claims,” said Daniels. “Getting a summary judgment on an antitrust case is unusual, and so I feel that the case shouldn’t have been brought in the first place.” The plaintiffs’ appeal is now pending. MULTIMEDIA COMPANY: The Post Co.’s flagship property is The Washington Post, the leading newspaper in the Washington, D.C., area, with an average paid circulation of more than 770,000 newspapers daily and more than 1 million on Sundays. The company also owns Newsweek; Washingtonpost.-Newsweek Interactive Co.; a chain of local newspapers in Maryland; television stations in six cities; cable systems serving 19 states; and Kaplan Inc., a leading provider of standardized test-preparation courses. The 12,300-employee company reported 2002 earnings of $2.58 billion. DANIELS’ DUTIES: Seventeen lawyers scattered in various operating divisions report to Daniels and their respective division heads. Daniels and Associate General Counsel John Hockenberry provide legal services to lawyerless company divisions. Hockenberry also backstops on Securities and Exchange Commission (SEC) compliance and handles employee-benefit issues. The lawyers are generalists, responsible for all legal issues that arise in their divisions. Daniels holds biweekly conference calls with all divisional general counsel, who operate under a “no surprises” rule, said Daniels. “If there’s a potential legal issue brewing within a division that potentially could turn into a big issue, it’s incumbent on divisional counsel to make sure it gets known” both to her and the division’s senior management, she said. Daniels prefers to handle as much legal work as possible in-house, including most smaller acquisitions and dispositions. Outside counsel conduct litigation, under the oversight of the appropriate divisional general counsel. The company’s 2001 annual report listed Daniels’ salary as $298,746, with an additional $193,200 payout from a long-term investment pool. FIRST AMENDMENT CHAMPION: The Post has relatively scant litigation, said Daniels: six pending libel suits and “a handful” of employment and workers’ compensation matters. She would not disclose specifics of ongoing litigation. Because the Post values both the First Amendment and its own reputation for truthfulness, said Daniels, its lawyers work most closely with outside counsel in libel actions. “We really are in from the beginning with strategy of how the case is going to be managed,” said Daniels. Post lawyers attend the key depositions and act as intermediaries between outside counsel and employees. Daniels said that the company defends editors and reporters who are also named as libel defendants and pays the defense costs of separate counsel if freelance writers are sued. The Post occasionally files amicus briefs in First Amendment cases involving other media parties. In 2000, for example, it supported the successful appeal of a Wilmington, N.C., Morning Star reporter who was jailed for civil contempt after refusing to reveal his sources for an article disclosing a $36 million confidential settlement of an environmental tort suit. Last year, a Post amicus brief may have helped persuade the 4th U.S. Circuit Court of Appeals to toss out a libel suit filed by a Virginia prison warden against two Connecticut newspapers. The court ruled that the papers’ Web site presence in Virginia did not constitute the minimum contacts necessary for personal jurisdiction. Daniels weighs in on whether the Post should file an amicus brief, since the company’s diverse media holdings may create conflicts of interest. Daniels or the most involved divisional general counsel review amicus briefs before they are filed. SARBANES-OXLEY: To comply with the Sarbanes-Oxley Act financial certification requirements, each division chief is responsible for reviewing and certifying their numbers. Although the Post takes pains to ensure accuracy in its SEC filings, it provides no guidance to analysts on quarterly earnings. “We take a lot of comfort in the fact that we don’t live by quarterly earnings. It’s not a good way to look at the health of a company,” said Daniels. PRINCIPAL OUTSIDE COUNSEL: Several Washington firms or the Washington offices of national firms share in a $6 million annual budget for outside counsel. Williams & Connolly handles libel and First Amendment matters. Jones Day; Paul, Hastings, Janofsky & Walker; Orrick, Herrington & Sutcliffe; and King & Ballow do labor and employment. The Post uses Wilmer, Cutler & Pickering for antitrust and general corporate matters; Arent Fox Kintner Plotkin & Kahn for benefit and pension work; ShawPittman for real estate; and Covington & Burling for Federal Communication Commission matters. New York’s Cravath, Swaine & Moore performs the company’s securities work. ROUTE TO THE TOP: Daniels, born in Dillon, Mont., moved with her family to Montclair, N.J., when she was in high school. She designed her own urban studies curriculum at Cornell University, where she graduated in 1971 after a senior year working for New York City Mayor John Lindsay. In 1974, she earned a joint J.D./master’s of city planning program at Harvard Law School and the Massachusetts Institute of Technology. After a year studying urban design at the University of Edinburgh in Scotland, Daniels signed on as an associate at Cravath, where she worked on financing projects for iron-ore companies. Daniels said she enjoyed her work at Cravath, but grabbed a “once in a lifetime” opportunity in 1978 to become assistant counsel to The Washington Post. Daniels had not concentrated on the First Amendment since her constitutional law class at Harvard. She received a practitioner’s education by the newspaper’s then-GC Christopher Little, who she said believed in being a collaborator, not a censor, in working with the news staff. “We relied on editors and reporters to know when to call us,” she said. “Our role was not to say, ‘No, you can’t publish the story,’” she said. “Our role was to work out the language in a way that would allow them to run the story.” From July 1979 to December 1987, she served as vice president and general counsel of Post subsidiary Newsweek Inc. She became the Post Co.’s general counsel in 1988. PERSONAL: Daniels, who is single, lives in Washington with her two daughters, ages 7 and 4. In addition to her work and home duties, she serves as a trustee of Cornell University and chairwoman of the Appleseed Foundation, a nonprofit organization supporting local community-advocacy efforts. LAST BOOKS READ: “I Don’t Know How She Does It: The Life of Kate Reddy, Working Mother,” by Alison Pearson, and “The Dinner Club: How the Masters of the Internet Universe Rode the Rise and Fall of the Greatest Boom in History,” by Post reporter Shannon Henry.

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