Liberty Media Named Colorado In-House Legal Department of the Year: Outside-Counsel Management; Recognizes Firm

It's been a busy 2014 thus far for media conglomerate Liberty Media Corp. and its electronic commerce-focused spinoff Liberty Interactive Corp. Liberty Media in January announced plans to acquire the 47 percent stake of satellite radio giant Sirius XM that it didn't already own, only to drop the bid in March. Then on April 3, the company announced it would divest its 17 percent stake in bookseller Barnes & Noble Inc. Meanwhile, Liberty Interactive is spinning off controlling interest in travel website TripAdvisor Inc.

All this activity keeps general counsel Rich Baer and the four attorneys and two paralegals on his legal team on their toes, as they handle a variety of matters for both companies. Such a small legal department for a company with a market capitalization of $35 billion means that Baer leans heavily on three outside law firms that take on the lion's share of its work: Baker Botts; Sherman & Howard; and Potter Anderson & Corroon. The teams from Baker Botts and Sherman & Howard have represented Liberty Media since its creation in 1991, while Delaware-based Potter Anderson is a more recent addition to the core team of outside counsel.

"They know the business and transactions that the company has done throughout its history — intimately," Baer said. "They are an extension of our law department, and they're superb lawyers. They have an institutional knowledge that's certainly greater than mine. I've only been here 16 months."

Baer was the general counsel at Qwest Communications International Inc. and chief legal officer at United Health Group Inc. before moving to Liberty in January of 2013, and at those companies he marshaled large legal departments that handled many matters in-house. That approach simply doesn't make sense for 78-employee Liberty, which invests in companies but does not directly operate them.

"We don't need a bunch of in-house lawyers supervising outside lawyers. It would be duplicative, not cost-effective, and inefficient," Baer said. "Our outside lawyers have direct contact with our internal clients. Our internal clients feel free to call our outside lawyers to brainstorm with them. It's a very open and transparent relationship between the three law firms and our businesspeople and the four lawyers here."

Indeed, Sherman & Howard member Peggy Knight and her colleagues often work hand-in-hand with attorneys from Baker Botts, and the firm and the companies enjoy a deep level of mutual trust, she said.

"We have an awfully close working relationship that I think may be a bit unusual," she said. "I think the coordination and communication between the inside lawyers and the outside lawyers is really what makes it work."

Sherman & Howard handles much of the transactional work and alternative energy investments, while Baker Botts works on mergers and acquisitions, litigation and financing. Potter Anderson primarily handles corporate governance and some shareholder litigation.

COMPANY BIO
Name of company: Liberty Media Corp./Liberty Interactive Corp.
Headquarters: Englewood, Colo.
Industry: Media
No. of lawyers in Colorado: 4
No. of U.S. lawyers outside Colorado: 0
No. of lawyers outside U.S.: 0
General counsel: Rich Baer

KEYS TO SUCCESS

• Make sure you have smart, hardworking lawyers. You, as a general counsel, should stay out of their way so that they can be successful.
• Provide your attorneys with as much career development and professional choice as they want. If you provide that choice and diversity of experience, that's a great approach to retention.
• There's got to be a high level of trust with outside council, and that trust has to go both ways. I have to be able to trust them, but they need to be able to trust us that … we'll be good partners going ­forward.

— Rich Baer

Originally published in the April 14, 2014 issue of The National Law Journal.

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm’s practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, bankruptcy, labor and employment, and real estate.