*Pages 1--3 from  Microsoft Word - 20483.doc*
 Federal  Communications  Commission  DA  02-  1953 
 Before  the  Federal  Communications  Commission 
 Washington,  D.  C.  20554 
 )  In  the  Matter  of  ) 
 )  Applications  for  Consent  to  the  Transfer  of  )  MB  Docket  No.  02-  70 
 Control  of  Licenses  from  Comcast  Corporation  )  and  AT&  T  Corp.,  Transferors,  to  ) 
 AT&  T  Comcast  Corporation,  Transferee  ) 


 ORDER  RULING  ON  JOINT  OBJECTIONS 
 Adopted:  August  7,  2002  Released:  August  8,  2002 
 By  the  Chief,  Media  Bureau: 
 1.  On  March  28,  2002,  the  Commission  adopted  a  protective  order  that  applies  to  any  confidential  information  provided  by  Comcast  Corporation  and  AT&  T  Corp.  (  the  Applicants)  in 
 connection  with  the  above-  captioned  applications.  1  In  the  Protective  Order,  the  Commission  limited  disclosure  of  confidential  information  to  Outside  Counsel  of  Record  and  In-  House  Counsel  who  are 
 actively  engaged  in  the  conduct  of  this  proceeding,  provided  that,  such  counsel  are  not  involved  in  competitive  decision-  making,  i.  e.,  In-  House  Counsels  activities,  association,  and  relationship  with  a 
 client  are  not  such  as  to  involve  such  counsels  advice  and  participation  in  any  or  all  of  the  clients  business  decisions  made  in  light  of  similar  or  corresponding  information  about  a  competitor.  2 


 2.  On  July  18,  2002,  the  Applicants  filed  a  joint  objection  to  the  disclosure  of  confidential  information  to  John  P.  Frantz,  in-  house  counsel  of  Verizon  Telephone  Companies  and  Verizon  Internet 
 Solutions  d/  b/  a  Verizon.  net  (  Verizon).  3  Mr.  Frantz  holds  the  position  of  Vice  President  and  Counselor  to  the  General  Counsel  of  Verizon,  and  on  July  12,  2002,  executed  an  Acknowledgment  of 
 Confidentiality,  seeking  to  review  the  confidential  documents  submitted  herein  by  the  Applicants.  In  their  Joint  Objection,  the  Applicants  argue  that  Mr.  Frantz  is  a  senior  level  in-  house  counsel  at  Verizon 
 and  therefore  appears  to  be  involved  in  competitive  decision-  making  for  Verizon.  4  In  support  of  this  assertion,  the  Applicants  argue  that  [  b]  ecause  business  and  legal  advice  are  often  inextricably 


 1  In  the  Matter  of  Applications  for  Consent  to  the  Transfer  of  Control  of  Licenses  from  Comcast  Corporation  and 
 AT&  T  Corp.,  Transferors,  to  AT&  T  Comcast  Corporation,  Transferee,  Order  Adopting  Protective  Order,  MB  Docket  No.  02-  70,  DA  02-  734  (rel.  Med.  Bur.  March  29,  2002)  (  Protective  Order). 


 2  Protective  Order  at  para.  2  (emphasis  in  original). 
 3  Joint  Objection  of  Comcast  Corporation  and  AT&  T  Corp.  to  Disclosure  of  Confidential  Information  (  Joint 
 Objection). 
 4  Joint  Objection  at  2. 
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 Federal  Communications  Commission  DA  02-  1953 
 interwoven,    it  is  a  virtual  certainty  that  Mr.  Frantz  advises  or  participates  in  competitive  decision-  making  in  his  role  as  Vice  President  and  Counselor  to  Mr.  Barr.  5 


 3.  On  July  22,  2002,  Verizon  filed  an  opposition  to  the  Joint  Objection  of  the  Applicants.  6  In  its  Opposition,  Verizon  asserts  that  Mr.  Frantzs  duties  involve  the  conduct  of  litigation  and  regulatory 
 proceedings  and  the  provision  of  legal  advice  regarding  such  proceedings,  and  that  he  is  not  involved  in  any  aspect  of  competitive  decision-  making  at  Verizon.  7  Verizon  also  asserts  that  Mr.  Frantz  is  one  of 
 thirty-  four  Verizon  attorneys  with  the  title  of  Vice  President,  and  that  he  reports  directly  to  one  of  seven  Senior  Vice  Presidents  and  Deputy  General  Counsels,  who,  in  turn,  report  to  Mr.  Barr. 


 4.  In  support  of  Verizons  assertions,  and  attached  to  its  Opposition,  is  a  declaration  of  Mr.  Frantz,  8  who  states  that  he  is  not  involved  in  any  business  decisions  made  at  Verizon,  and  that  his 
 responsibilities  involve  solely  litigation  and  regulatory  matters.  9  Mr.  Frantz  also  states  that  in  other  cases,  he  has  signed  protective  orders  excluding  in-  house  counsel  engaged  in  competitive  decision-  making  and, 
 without  objection  from  the  other  side,  reviewed  confidential  materials.  10  Also  attached  to  Verizons  Opposition  is  a  declaration  of  William  P.  Barr,  11  Verizons  Executive  Vice  President  and  General 
 Counsel,  who  states  that  Mr.  Frantz  is  not  involved  in  competitive  decision-  making  at  Verizon,  nor  does  he  advise  me  or  any  other  Verizon  officer  on  competitive  decisions.  12 


 5.  On  July  25,  2002,  the  Applicants  filed  a  joint  response  to  Verizons  Opposition.  13  In  their  Joint  Response,  the  Applicants  argue  that  the  job  responsibilities  described  by  Mr.  Frantz  in  his 
 declaration  are  remarkably  similar  to  the  job  duties  of  other  in-  house  counsel  that  the  Commission  previously  has  barred  from  reviewing  sensitive  information.  14  The  cases  to  which  Applicants  attempt  to 


 5  Id.  at  3  (citation  omitted).  William  P.  Barr  is  Verizons  General  Counsel. 
 6  Opposition  of  Verizon  Telephone  Companies  and  Verizon  Internet  Solutions  d/  b/  a  Verizon.  net  to  Joint  Objection 
 of  Comcast  Corporation  and  AT&  T  Corp.  to  Disclosure  of  Confidential  Information  (  Opposition). 
 7  Id.  at  2. 


 8  Declaration  of  John  P.  Frantz  in  Response  to  Joint  Objection  of  Comcast  Corporation  and  AT&  T  Corp.  to 
 Disclosure  of  Confidential  Information  (  Frantz  Declaration). 
 9  Mr.  Frantzs  declaration  also  lists  his  duties,  none  of  which  involve  competitive  decision-  making. 


 10  Frantz  Declaration  at  2. 
 11  Declaration  of  William  P.  Barr  in  Response  to  Joint  Objection  of  Comcast  Corporation  and  AT&  T  Corp.  to 
 Disclosure  of  Confidential  Information  (  Barr  Declaration). 
 12  Barr  Declaration  at  1. 


 13  Joint  Response  of  Comcast  Corporation  and  AT&  T  Corp.  to  Opposition  of  Verizon  to  Joint  Objection  of  Comcast 
 and  AT&  T  to  Disclosure  of  Confidential  Information  (  Joint  Response). 
 14  Id.  at  4  citing  In  the  Matter  of  Application  of  WorldCom,  Inc.  and  MCI  Communications  Corporation  for  Transfer 
 of  Control  of  MCI  Communications  Corporation  to  WorldCom,  Inc.,  Order  Ruling  on  Joint  Objections,  13  FCC  Rcd  13478  (1998)  (  WorldCom-  MCI);  and  In  the  Matter  of  GTE  Corporation,  Transferor  and  Bell  Atlantic 


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 Federal  Communications  Commission  DA  02-  1953 
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 analogize  are,  however,  distinguishable.  In  WorldCom-  MCI,  we  found  that  two  Bell  Atlantic  attorneys  who  were  excluded  from  reviewing  confidential  documents  had  submitted  cursory  affidavits  which  did 
 not  adequately  explain  their  roles  as  Senior  Vice  President  for  the  company.  15  Moreover,  one  of  the  senior  vice  presidents  was  described  on  the  Bell  Atlantic  web  site  as  being  actively  involved  in 
 significant  and  strategic  decisions  at  Bell  Atlantic  and  as  playing  an  important  role  in  the  technical  development  and  management  of  the  company.  16  In  Bell  Atlantic-  GTE,  Sprint  admitted  that  it  relied 
 upon  the  advice  of  two  in-  house  counsels  who  subsequently  were  excluded  from  reviewing  confidential  documents  to  inform  business  strategies  or  decisions.  17  Neither  in-  house  counsel  submitted  a 
 declaration  prior  to  the  Commissions  Order  to  support  their  request  for  access. 
 6.  In  this  case,  the  Applicants  Joint  Response  provides  no  evidence  that  Mr.  Frantz  is  involved  in  competitive  decision-  making  at  Verizon,  i.  e.,  that  his  responsibilities  are  such  as  to  involve 
 such  counsels  advice  and  participation  in  any  or  all  of  the  clients  business  decisions.  18  In  fact,  the  record  contains  no  evidence  to  rebut  the  declarations  of  Messrs.  Frantz  and  Barr  that  Mr.  Frantz  is  not 
 involved  in  competitive  decision-  making  at  Verizon.  Therefore,  in  the  absence  of  any  countervailing  information,  we  find  that  Mr.  Frantz  is  eligible,  pursuant  to  the  Protective  Order,  to  review  confidential 
 information  submitted  by  Comcast  Corporation  and  AT&  T  Corp.  in  this  matter. 
 7.  Accordingly,  IT  IS  ORDERED  that,  pursuant  to  sections  4(  i),  4(  j),  309,  and  310  of  the  Communications  Act,  as  amended,  47  U.  S.  C.    154(  i),  154(  j),  309,  and  310,  the  Joint  Objection  of 
 Comcast  Corporation  and  AT&  T  Corp.  to  Disclosure  of  Confidential  Information,  filed  herein  on  July  18,  2002,  IS  DENIED. 


 FEDERAL  COMMUNICATIONS  COMMISSION 


 W.  Kenneth  Ferree  Chief 
 Media  Bureau 


 Corporation,  Transferee  for  Consent  to  Transfer  of  Control,  Order  Ruling  on  Joint  Objections,  14  FCC  Rcd  3364  (1999)  (  Bell  Atlantic-  GTE). 
 15  WorldCom-  MCI,  13  FCC  Rcd  at  13479    2. 
 16  WorldCom-  MCI,  13  FCC  Rcd  at  13479  n.  5.  This  language  was  removed  from  the  Bell  Atlantic  website  after  it 
 was  cited  to  the  Commission  by  WorldCom  and  MCI. 
 17  Bell  Atlantic-  GTE,  14  FCC  Rcd  at  3365    2. 


 18  Protective  Order  at  para.  2  (emphasis  added).  See  also  Matsushita  Elec.  Indus.  Co.  v.  United  States,  929  F.  2d 
 1577,  1579  (Fed.  Cir.  1991). 
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