As the leading lawyer for media giant Time Warner, Robert Joffe '67 of Cravath, Swaine & Moore has litigated some of the fiercest legal disputes in the entertainment industry, including the landmark Paramount v. Time lawsuit of 1989, and won critical victories for his client.
Yet Joffe rejects the label of entertainment or media lawyer. "I'm a generalist," he says. "My practice is problem- and client-oriented rather than subject-oriented. Time Warner has called on my skills in mergers and acquisitions, contracts, copyright law, antitrust litigation, negotiating with federal regulators, and First Amendment issues raised by the Cable Act" passed by Congress in 1992.
Joffe, who in 1999 will succeed Samuel Butler '54 as Cravath's presiding partner, in some years devotes as much as 75 percent of his time to Time Warner, one of Cravath's biggest clients. The Cravath-Time Warner association dates back to the 1920s when partner Maurice "Tex" Moore, who was married to the sister of Clare Boothe Luce, wife of Time magazine founder Henry Luce, took on the infant publishing company as a client.
Joffe joined Cravath fresh out of Harvard Law School in 1967. After a two-year leave on a public service fellowship in Malawi, Africa, he returned to the firm to specialize in litigation. In the early 1970s he began to work on magazine and forest product matters for Time Inc. Within a few years, as the company rapidly grew and diversified, he was handling Time's acquisitions of cable TV properties. In 1980 he helped Home Box O¤ce Inc., Time's fledgling cable service, to fend o› a plan by four major movie studios to license their programs exclusively to a new, rival cable service in which they were partners. "That boycott would have devastated HBO," Joffe says. He filed a complaint with the Justice Department, which in turn sued, and with HBO's and Cravath's help derailed the joint venture.
Joffe had numerous clients, but Time increasingly relied on him for complex legal matters. In 1989 he had just finished steering the massive merger of Time and Warner Communications Inc. through the Justice Department's review when Paramount Communications announced a surprise hostile bid for Time and tried to restrain the merger.
Six weeks of dramatic litigation ensued in Delaware Chancery Court and Delaware Supreme Court, where Joffe was amazed in the "pre-Court TV" era to find TV cameras waiting to roll. "But as soon as the argument started I became oblivious. Arriving home I asked my 11-year-old son, 'David, what's it like watching your daddy on TV?' He startled me by saying it was 'like being Mickey Mantle's son.' How many times does a lawyer, or father, get to hear that?"
Joffe successfully argued that company directors had deemed the Time-Warner merger in the best long-term interests of the company, and its shareholders, regardless of Paramount's high offer. "It was a landmark case in M&A litigation because it reaffirmed directors' control over company affairs. The issue had never been so starkly and fully addressed before."
Since the merger, Joffe has handled Time Warner's $7.5 billion acquisition of Turner Broadcasting System Inc., adroitly winning FTC approval of the merger. When Rupert Murdoch's Fox News Channel opposed the TBS acquisition on antitrust grounds, Joffe fought back. That case was settled out of court with the merger intact. He also obtained a court order preventing New York's Mayor Rudolph Giuliani from putting Murdoch's Fox News on one of Time Warner's access channels. At present, Joffe is representing Time Warner in several transactions with Primestar, a direct broadcast satellite service.
As Time Warner's lawyer, Joffe has had a front-row view of industry-wide trends. "For these huge media companies, the greatest challenge is to compete in a world of convergence," he says. "The increasing interplay of telephone companies, cable providers, software and high-tech companies opens new opportunities for both cooperation and competition." -- Julia Collins