In 2007, Alan Braverman, the longtime senior
executive vice president, secretary and general
counsel for The Walt Disney Co., sat facing an
executive from a major U.S. tech company and made
a substantial promise: If the executive’s company
would voluntarily take meaningful steps to mitigate
piracy, Disney wouldn’t sue it, even if the websites it
operated continued to display infringing content.
At the time, The Walt Disney Co., with its treasure trove of
beloved characters and stories, was deeply concerned about the
growth of user-generated content (UGC) sites—such as You Tube,
which allow anyone to upload songs and film clips, whether they
have the rights to the material or not—and the possibility of its
content being distributed freely online. UGC sites, for their part,
were concerned their embryonic businesses would face litigation
from content creators like Disney. “No one was talking to each
other,” Braverman says. “Both sides were engaging in provocative
rhetoric and firing shots at one another.”
To combat that dynamic, Braverman arranged a private
meeting with a tech executive and asked: Would you share in
the goal of eliminating copyright infringement if we could figure
out a way to get there? Forget about the impediments to getting
there. Would you share in the goal?
“What other companies are you talking to?” the tech
executive asked.
Braverman smiled pleasantly and waved his hand. “That’s not
important right now. I’m just asking if you would share in the goal.”
The resistance thawed slightly. But it took many months of
negotiation before Braverman added the irresistible carrot:
Oh, and if we came up with an agreed set of principles, Disney
would promise to never sue you no matter how much of our
copyrighted material ended up on your site, because we’d know
you were making a good-faith effort to deal with the problem.
“Yes,” the tech executive replied, “we would share in the goal—if
we could figure out a way to get there.”
Braverman took the executive’s input about content filters and
other practices that could address the copyright-infringement issue
to an executive at the next top tech company, remaining mute on
precisely where the ideas were coming from.
Through nearly a year of this shuttle diplomacy, a set of rules
was developed and agreed to by Disney and Microsoft Corp.,
both of which led the effort, as well as Viacom, Myspace, NBC,
Dailymotion and other industry heavyweights. In a world where
business objectives often clash, the agreement was called a
“rare cross-industry accord” by The Wall Street Journal.
“We never would have found common ground if we had everyone
sitting in the room at the same time because that would have
triggered the defensive rhetoric,” Braverman says. “So that was the
rule: Never have everyone in the same room.”
Recently, Youku.com Inc., China’s leading Internet television
company, which Braverman first visited two years ago,
became the first Chinese company to sign aboard the User
Generated Content Principles. And, though Braverman was
not mentioned in the many articles about the important
agreement, it exists in large part because of the man who has
remained a key strategic adviser at Capital Cities/ABC Inc. and
Disney for three decades, under a cast of bosses with bigger-than-life personalities.
BRAVERMAN, WHO IS 63 WITH THE TRIM, ATHLETIC FRAME OF
someone who enjoys hiking and skiing, begins each day with
his newspapers. First, The Boston Globe to see the fate of his
beloved Red Sox, to whom he keeps a shrine in the corner of his
office in the Team Disney building on The Walt Disney Studios
lot. “Bob [Iger, the president and CEO of Disney] is a Yankee fan,
so we can’t be happy on the same day if they play each other,”
Braverman says. After the box scores, he moves on to The New
York Times and The Wall Street Journal.
“I always find stories that presage things we’re not thinking
about as a legal department,” he says. “A week hasn’t gone by
where I haven’t put together a meeting based on something I
read—are we ready for this, do we have the expertise to deal with
this? As a general counsel, you need an instinct for what’s around
the corner.”
That instinct served him well at Capital Cities/ABC, where he
was general counsel prior to its merger with Disney in 1996. One
day, Braverman read about rumors that Disney was thinking of
acquiring a media company. If so, CapCities, which had aired The
Wonderful World of Disney on ABC, made an appealing pairing with
Disney because of their longstanding relationship.
Though Braverman had heard no inklings about a Disney-CapCities merger, he immediately called a partner at what was
then Wilmer, Cutler & Pickering and asked him to assemble a
notebook of everything a general counsel needed to know if
he found himself in an M&A situation. The partner overnighted
a thick book. “I read the thing as if my life depended on it,”
Braverman says.
Reading sections of the book every evening, he finished studying
the tome on a Wednesday night, still unaware of whether Disney
would even approach CapCities about a merger. The next morning
his CapCities boss called and said, “We sold the company to
Disney. You can’t tell anyone on your staff until the close of market
on Friday, and we need to have the deal done for the board
meeting on Monday at 7 a.m.”
Because of his instincts, Braverman was prepared for what he
calls the equivalent of a merger speed-date. “What it taught me
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