Guiding Time Warner before and into acquisition by AT&T

Jan 31, 2019
Paul Washington won the lifetime achievement prize at the recent Corporate Governance Awards

Paul Washington, the recipient of this year’s lifetime achievement award, became senior vice president, deputy general counsel and secretary of Warner Media in June of 2018. The role capped a momentous couple of years of work as AT&T pursued its acquisition of Time Warner – and it marked the start of a new chapter in Washington’s remarkable career.

From 2006 until June, he served as senior vice president, deputy general counsel and corporate secretary of Time Warner. He worked with the board to develop and implement the company’s corporate governance policies, and led international, intellectual property, antitrust, regulatory and pro bono legal matters. ‘We went through an awful lot in that time,’ Washington says. It’s quite an understatement.

During those dozen years, Washington helped guide the company through the planned succession of a CEO and a transition from being primarily a holding company to more of an operating entity. There were spin-offs of units such as AOL and Time as Time Warner turned itself into a slimmed-down, more focused company, Washington recalls. He also helped the company fend off a potential proxy fight with Carl Icahn and repel a hostile takeover bid from media mogul Rupert Murdoch.

All of this was done against the background of a rapidly evolving media landscape. During that time, Washington’s role also evolved as he became more involved with finance and strategy colleagues in preparing plans to present to the board. In doing so, he became more familiar with the business and the industry. ‘You have to,’ he notes.

Time Warner also began its shareholder engagement process around 2006. The company went from speaking with a handful of shareholders once a year to ‘the point where some shareholders didn’t want to talk to us as much as we wanted,’ Washington jokes, noting that this is a sign of having good relationships with investors that are comfortable without extra updates.

Washington worked on international antitrust aspects of the acquisition by AT&T, which received approval in almost 20 jurisdictions. He also advised the telecoms company on governance issues.

After the deal closed, he focused on international and antitrust matters. He was due to leave Warner Media at the end of 2018, with no plans (at time of writing) other than a well-deserved rest. Washington is an adjunct professor at Fordham Law School, where he has taught a class on corporate governance for the past 14 years.

Before joining Time Warner in 1999, his path took him from positions in local, state and federal government to the Dime Savings Bank of New York, clerking for associate justice David Souter of the US Supreme Court and Sidley Austin.

Outside of his day job, Washington has been active in the governance community, including serving as chair of the Society for Corporate Governance in 2009-2010. ‘There’s only one corporate secretary at a company so you really need a support group out there,’ he says. ‘They become some of your best friends, too.’

This article originally appeared in the latest Corporate Secretary special report. Click here to view the full publication.


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