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A new collection of art passes through Christie’s every few days. Its showrooms in Rockefeller Center can be a Louis XVI estate one week, a garage of racy motorcars the next. Visitors might feel as if they are moving through different wings of a museum. Unlike a museum, though, the auction house offers viewers a chance to see works that may appear in public once in a lifetime as they move from one private owner to another. One floor above these temporary exhibitions in Christie’s U.S. headquarters is a modest office housing its general counsel, Jo Backer Laird. Laird joined Christie’s in October 1997 amidst what she thought was an important if unexceptional investigation into its pricing practices. Three years later, she stood at the center of Christie’s greatest crisis, an antitrust investigation that threatened to destroy the 238-year-old auction house. Working closely with colleagues and outside advisers, she led Christie’s through the emergency, helping it to maintain its title as the world’s leading seller of fine arts. PREVIOUS CAREER After spending seven years at Davis Polk & Wardell and a decade at Morgan Stanley, where she handled employment and commercial litigation, Laird took the helm at Christie’s — a position she heard about from a partner at Hughes, Hubbard & Reed, its primary outside counsel. Laird, 49, arrived with no formal education in art history. She graduated from Princeton University with a degree in history and a master’s degree in international relations and earned a law degree from Columbia University in 1980. “You don’t need to be an art historian to do this job,” said Laird, but “it would be a shame” not to be a fan. Christie’s, she said, selling in 88 categories and dealing in everything from Van Goghs to rock guitars, opened her eyes to a world of art she had never known. She sits on the board of Volunteer Lawyers for the Arts, as well as Human Rights First, which she joined previously. Christie’s expanded from its London base to New York in 1977 and later opened branches across North and South America. Laird, as general counsel and senior vice president of Christie’s Inc., is responsible for legal matters in the Americas and reports to international legal chief Richard Aydon in London. The regional offices that she serves employ 1,750 people and sell about $800 million in art annually. THREE-LAWYER OFFICE Her office has three attorneys, an insurance expert and two assistants. Art law, intriguing as it sounds, is mostly “a conglomeration of contract law, estate appraisals work, tax and dispute resolution,” Laird said. “There is very little that’s specific to it.” Some kinds of litigation, such as cases arising from disputed ownership of properties, are common in the industry, she said. Her main role as general counsel, said Laird, “is to act as a partner in the business.” As head of the law department, she assists Christie’s business people, called specialists, at a “micro and macro level.” She reviews contracts and resolves disputes that may hinder deals. On a larger scale, she tries to “protect the integrity of the institution,” she said. The biggest difference from other law departments, said Laird, arises from Christie’s high profile. “In order to accomplish our business, we have to be in the public eye,” she said. “I’ve never worked in a place where it was absolutely more clear that anything we do will wind up on the front page of the New York Times.” LIAISON ROLE Because of her small staff, Laird’s office often acts as a liaison between specialists and outside lawyers. In-house counsel, she said, must make the specialists comfortable with the legal terrain: “It can’t be scary to go to the legal department.” Hughes Hubbard & Reed handles a great deal of its litigation as well as some corporate work, trademark and copyright matters, Laird said. “They do act as colleagues and counsel,” she said, in explaining their close collaboration. Laird expects outside firms to be knowledgeable about her industry. Hughes Hubbard “knows the business well … and knows how it works.” Lawyers like Daniel Weiner, a Hughes Hubbard partner who teaches art law at Brooklyn Law School, handle much of the work for Christie’s. Christie’s other outside counsel, she said, include Simpson Thacher & Bartlett, which handles corporate and estate planning work; Skadden, Arps, Slate, Meagher & Flom, antitrust matters; and Sharretts, Paley, Carter & Blauvelt, customs work. EFFICIENCY NEEDED Outside counsel are expected to work efficiently, she said. Certain things do not need “to be researched and reinvented for each matter,” she said; nor should firms have to ask for information and documents they have already received. Most importantly, Laird demands bold answers to difficult questions, she said. In the gray areas of the law where in-house counsel regularly seek advice from firms, Laird wants outside counsel to respond authoritatively. Advice watered down with too many disclaimers has no value, she said. She wants firms to clearly convey the risks involved so that she, along with business executives at Christie’s, can make informed decisions. From time to time, critics such as heirs of Holocaust victims or governments that want to reclaim lost national treasures have contended that Christie’s does not take a proactive approach in finding looted art and stopping its trade. Laird said that her due diligence begins with Christie’s familiarity with the client. Long-time collectors and agents receive less scrutiny than newcomers. All transactions pass through the Art Loss Register, an industry-supported clearing house, to determine whether anything proposed for sale has been reported stolen, she said. If Christie’s has doubts, she said, its internal specialists and in-house counsel conduct a deeper investigation, sometimes calling on outside firms like Kroll Associates. Buyers and Christie’s remain protected through a warranty of good title from sellers and indemnity against title claims, said Laird. And Christie’s never sells art known to be stolen, she said. NAVIGATING A CRISIS Concerns arising from stolen art pale in comparison to the crisis that Christie’s and rival house Sotheby’s faced during the government’s antitrust investigation several years ago. The investigation revealed that the two auction houses had colluded to fix commissions since the early 1990s. According to press reports, the Department of Justice investigation reached a critical point when Christie’s lawyers at Skadden Arps received documents from outgoing CEO Christopher Davidge. These documents revealed that Davidge and his counterpart at Sotheby’s had secretly agreed to fix prices and also incriminated both chairmen of the auction houses. Christie’s turned these documents over to government prosecutors in January 2000 and at the same time applied for amnesty, said Laird. In return for its cooperation, Christie’s avoided a version of the $45 million criminal fine paid by Sotheby’s (both auction houses settled class action suits for $276 million apiece). Davidge, unlike his counterpart at Sotheby’s, was not prosecuted. Laird insists to this day that Christie’s did not trade for amnesty as Sotheby’s officials have contended. Throughout the crisis, Laird played multiple roles as legal adviser, spokeswoman and team leader. Skadden acted as antitrust counsel, for civil and criminal matters, with decisions being made by Laird, New York executives and top officials of Christie’s in London. “We looked at all the different constituencies,” she said in referring to prosecutors, employees, creditors, and clients and coordinated Christie’s efforts accordingly. “We were always conscious of dealing with legal aspects … while at the same time concerned with ongoing business and morale of the staff.” KEEPING THE FOCUS Besides leading legal efforts, Laird regularly held information sessions with employees to help them focus on work rather than the headlines. Another difficult task arose when allegations against Christie’s continually appeared in press reports, said Laird. With help from Howard Rubenstein, a public relations expert, Laird resisted making impetuous rebuttals. “We were careful about what to comment on,” she said, and did “not engage in unnecessary media discussions.”

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