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Joe Titlebaum is senior vice president, general counsel and secretary of XM Satellite Radio, located in Washington, D.C. The legal department has three lawyers, two paralegals and two “incredibly dedicated” assistants. XM Satellite Radio, America’s first satellite radio service, offers 101 coast-to-coast digital channels. Seventy channels are music, more than 35 of them commercial-free, from hip-hop to opera, classical to country, bluegrass to blues. Thirty-one channels offer sports, talk, children’s and entertainment. XM had more than 360,000 subscribers as of Jan. 8, on track to exceed 1 million subscribers in 2003. General Motors recently announced it will expand the availability of factory-installed XM radios across 44 different brands, including Buick, Cadillac, Chevrolet, GMC, Oldsmobile and Pontiac. XM’s strategic investors include America’s leading car, radio and satellite TV companies — General Motors, American Honda Motor Co., Clear Channel Communications and DirecTV. When did you come to the job? I joined XM in 1998, when XM obtained its FCC license and initial funding. As general counsel, I have been responsible for the legal aspects of raising $2 billion of financing and establishing relationships with key business partners, such as General Motors and Honda in the automotive world; ST Microelectronics, Pioneer, Delphi, Alpine, and others in the areas of radio manufacturing and chipsets; major players in radio and entertainment, such as Clear Channel, MTV/VH1, ESPN, Disney, and others; and consumer electronics retailers, such as Circuit City and Best Buy. Being a member of the team that has grown XM from 12 people in a basement suite of offices to a mass-market consumer product broadcasting 101 channels and distributed through major automakers and retailers has been very satisfying. What’s top of mind for you in your job right now? What’s in those folders piling up on your desk? I spend the balance of my time on corporate and financing matters: structuring transactions, covenant compliance, SEC disclosure, corporate governance, relations with major strategic and financial shareholders, and, this year, Sarbanes-Oxley matters. I seem to be constantly reviewing draft documents, and then working closely with colleagues to confirm the applicable accounting treatment and public disclosure. Our legal/business affairs group is responsible for the legal aspects of our various business relationships, including ongoing amendments and updates. Rebecca Hanson, our deputy general counsel and VP/Business Affairs, handles these commercial agreements, consumer law issues, and various trademark matters, among other things. We are also responsible for regulatory matters. We are regularly before the FCC on various ordinary course matters, and Lon Levin, our SVP/Regulatory, has many years of experience with satellite-related issues at the FCC. We also handle IP matters, which range from the rights to broadcast sound recordings and music compositions, to trademarks relating to our channel and product names and advertising slogans, to various other copyright and patent matters. We also review all of our advertising for XM, and consider various consumer law issues relating to our relationship with our subscribers. Our department is responsible for a broad array of corporate and regulatory issues — typical of any mass-market company. But when I tour the studio complex, or hear Wynton Marsalis or Ladysmith Black Mambazo in our performance studio, I am reminded just how special XM is. Are you cool enough to work at XM? No. I try to be among the least “cool” people at XM. Cool is good for the folks who program our stations; it is not critical for the legal department. Describe your nonlegal or administrative duties. How much time do you spend as a manager of lawyers and staff? What are the top issues and challenges you face in that area? I spend about a third of my time on administrative matters — both managing law firms providing assistance to us on particular matters, as well as managing projects in the legal/business affairs group and elsewhere in the company. A key issue always relates to whether we have sufficient internal resources to handle all the work, now and in the future, as XM expects to pass the million-subscriber mark this year. What kind of work do you send out? What do you keep in-house? We generally handle our ordinary commercial contracts internally, including arrangements with automakers, radio manufacturers, chipset manufacturers, most arrangements with programming providers, and most IP licensing. I spend the bulk of my time on financial matters — particularly over the past few months, as we recently completed a $475 million financing package and a $300 million bond exchange — and I work closely with outside counsel on these matters. We generally rely on outside experts on matters relating to the FCC, employment law, antitrust, real estate matters, patents and trademarks, and general litigation. Which law firms do you or your department regularly turn to in various substantive areas? For general corporate and securities matters, including antitrust issues, we rely on Hogan & Hartson (Steve Kaufman, Eve Howard, Jim Smith and the team). For FCC regulatory, copyright and trademark, and satellite procurement matters, we rely on Shaw Pittman (particularly Bruce Jacobs [FCC], Cynthia Greer [copyright], and Jane Sullivan Roberts [satellites and procurements]). On other IP matters, such as patent prosecution and assessing patents owned by others, we use a number of patent boutiques, including Roylance, Abrams here in Washington (John Holmes and Stacey Longanecker), Fish & Neave in New York (Marc Bloomberg), and certain others. Given the number of transactions we are party to, it often feels as though we have worked with nearly every major law firm!

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