Mixed Signals

Telecom Lawyers, Part 2: TiVo’s General Counsel, Matthew Zinn, Esq.

1/06/2014 10:15 AM

 

Matthew Zinn has worked a long time for TiVo, dating back to 2000 and the early days of TiVo’s development, under the core tutelage and direction of TiVo founders Mike Ramsay and Jim Barton.

Mr. Zinn leads a handful of attorneys and helps hundreds of TiVo employees navigate the worlds of telecom, media, and technology, from TiVo’s HQ on the edges of South San Francisco Bay, in Alviso, Calif.  Zinn’s current titles include senior vice president, general counsel, secretary, and chief privacy officer.

Because the role of a telecom entity’s top legal officer is of such importance  – yet one that is so underestimated and in normal trade journals so rarely told – “Mixed Signals” chooses to present this four-part series, focusing segment spokespeople who both understand the importance of law and regulation within the industry, but to also convey some of their thinking, strategy, and passion for the job.

Additional snapshots in the weeks ahead will focus on general counsel from Comcast and Viacom. Last week’s part 1 “Mixed Signals” piece highlighted Dish Network’s top telecom lawyer, Stanton Dodge, Esq.
 

Here below first is a quick biographical look at Matthew Zinn, followed by a slightly-edited/slightly-corrected set of questions and answers. Questions for all four GC’s in this series were developed with an idea toward taking a look at the person behind the job, and his thinking, motivations, and goals, both on behalf of their companies and on behalf of their professions. Also, because long ago I, too, worked as a lawyer for a big telecom’s legal department, I thought I might be able to add a few unique perspectives and clarifications, where necessary and/or optimal.
 

Matthew Zinn, A Brief Biography:
Matthew Zinn has been with TiVo as a lawyer for 13 going on 14 years, when he was named vice president, general counsel, and chief privacy officer. Prior to that, he served as senior attorney, broadband law and policy for the MediaOne Group. From August 1995 to May 1998, Zinn served as corporate counsel for Continental Cablevision, which was then the third-largest cable television operator in the United States. Prior to that, he was an associate with the Washington, D.C. law firm of Cole, Raywid & Braverman, where he represented some of the nation’s biggest cable operators, including TCI, Continental Cablevision, and Viacom’s cable systems, in federal, state, and local matters.

During law school, Zinn interned at the Federal Communications Commission and at National Public Radio, which helped him land a job with one of the nation’s top communications law firms, Fisher Wayland Cooper & Leader (which has since merged into Pillsbury Winthrop Shaw Pittman LLP), and where he represented television and radio broadcasters, satellite, cellular, and small cable operators.
 

Q & A:
MS: 
Tell "Mixed Signals" about your schooling?
I attended the University of Vermont as an undergraduate, graduating in 1986 with a degree in political science (1).  After college, I attended law school at George Washington University in Washington, DC, graduating in 1989.  

MS:  What is your TiVo legal staff size?
MZ: We have seven total, six of which are attorneys.

MS:  How much of your work time is spent on the road vs. in the office?
MZ:  For 2013, as an example, I spent twenty-five percent of my work time on the road.
MS:  Which are the places you typically visit the most as part of the general counsel job?
MZ:  I travel to Washington, DC the most, followed by New York, Los Angeles and Texas (2).
MS:  Why is a general counsel important to a big telecom?
MZ:  In my twenty-five years of practice, I have found that most aspects of telecom broadly involve regulations. This often means dealing with agencies, such as the FCC and the Securities and Exchange Commission, especially if you represent a public company, such as TiVo.  A significant part of my job involves regulatory matters, which is not something that every business -- or every lawyer-- does. Plus, on the telecom side, we have important content rights issues, so typically that involves substantial contract and copyright matters. And a third concern would be the technology space, where patent and copyright licensing issues, and again contracts, abound.
MS: What are the core things you do?
MZ:  As corporate secretary for TiVo, the company, I have important regular interaction with the TiVo board of directors. As a member of senior management, I spend a good deal of time on service deployment and development matters. That includes many instances of advising senior management in questions involving various products, services, and relationships. As a lawyer looking at competing businesses, like those of TiVo (i.e., being a software service provider, as well as a hardware provider, and providing retail services/hardware, as well as servicing cable operators), often I have to navigate competing business segments and priorities. A company like TiVo looks to its general counsel to take a long view, and to explain how things may play out and to measure those effects in a business, policy, and legal sense, often all at once. Similarly, I need to be able to take a holistic view, and help business people make trade-offs. So, being a general counsel is more than just being a good lawyer, with a good understanding of the law; one needs to understand the company and the industry…the business you are in.
MS:  What duties are your personal legal favorites?
MZ:  I prefer to figure out ways to help the business expand and innovate, to expand into new areas, and allow TiVo to play offense, rather than just defense.
MS:  What duties are not so pleasant?
MZ:  Having to deal with internal investigations. Dealing with accounting issues (which is a necessary evil of a public company). Things that involve mundane, paper-churning kinds of things that can involve auditors or box checkers. That sort of activity is much less exciting than working on strategic projects.
MS:  What are your most important duties?
MZ:  Helping the business make money. That can include operator deployment agreements, retail products, and enforcing intellectual property rights. Also, advising our business on how to move the business forward, while avoiding litigation (which, of course, costs the company money). So, that would mean structuring deals, negotiating contract clauses, and architecting features in ways that allow for revenue generation with a reduced risk of litigation. 
MS:  What are the big legal controversies or issues ahead? FCC? Copyright? Etc.?
MZ:  Continued access to cable signals for retail devices remains a big issue for us. We rely on CableCARDs today, but the world is moving to Internet Protocol-based delivery and we want a card-less successor to CableCARD that can handle IP encoding and allows retail devices to access and display all cable channels in unique and innovative user interfaces. In this respect, the cable industry and TiVo want to move away from the current CableCARD standard, but retail requires a nationwide standard and what successor standard will replace CableCARD?  There are also interesting issues developing as more content is available via Over-the-Top services (3), yet the last mile is controlled mainly by cable operators. With virtual MSOs (4) being discussed, e.g., Intel’s OnCue, which some are saying will be bought by Verizon, tiered-pricing for Internet access looms as a big issue…will cable operators price their own content offerings in ways that tilt consumers away from purchasing competitive video offerings or will they be happy to make high margin revenue from their pipes, without being burdened by ever- increasing programming costs? Further, there is an IP transition going on…we’ve been through the digital transition and this is somewhat related to the CableCARD matter discussed above. The world is moving to IP delivery, and how long that will take depends on content rights, network upgrades, and a lot of other things. We will see the more efficient delivery of IP packets than that of the QAM standard (5), which makes available more bandwidth for additional services and functionalities. There is a lot of value to making that happen faster.
MS:  Can you talk about current legal trends? E.g., settlements? Fast tracking of cases?
MZ:  There is an undeniable trend toward the skewing of the patent system in favor of large companies. For example, there is an “Innovation Act” that passed the House [of Representatives], and any number of bills that are pending, as a result of non-practicing entities (NPEs) allegedly abusing the patent system. There is an NPE problem, but I don’t think it is a good idea to propose broad-based remedies to deal with specific problems, because the baby can get thrown out with the bath water. The “Innovation Act” applies to all patent holders, and it will make patents less valuable, by making patents more difficult and more risky for patent holders to enforce. When a big company can appropriate a start-up’s technology without fear of reprisal in the courts, that harms our country’s innovation and global competitiveness. In terms of copyrights, content owners are trying to deal with a shifting landscape. This has resulted in a lot of litigation seeking to shut down a wide range of innovative services, as well as legislation to change copyright law and even enlist the U.S. government to police copyright infringement. As the pace of technology accelerates, there will be more and more gnashing of teeth over intellectual property issues.
MS:  Name two or three of the bigger things you are spending a lot of time on currently?
MZ:  CableCARD matters and legislation in Washington, DC. I suspect the recently announced effort by House Energy & Commerce Committee chairman Fred Upton (R-Mich.) and Communications Subcommittee chairman Greg Walden (R-Ore.), to rewrite the Communications Act, will take a fair bit of my time. I also have a lot of important contractual matters that I am dealing with right now.
MS:  Please name one or two of your important current challenges?
MZ:  We are trying to make a buck in a very competitive, ever-changing, industry; one that is dominated by much bigger players.
MS:  Please name a couple of your important current opportunities?
MZ:  One is that since we are primarily a software provider and our service is cloud-based (i.e. the intelligence in the system is more and more server-based), we have greater opportunities to reach more consumers – either directly through retail or indirectly through operators – through more devices, as well as providing additional functionalities that more and more consumers are appreciating as important. These include recommendations and personalization and the discovery of video programs in a crowded landscape…and those functionalities make the video providers’ content offerings more valuable and sticky.
MS:  What has been your biggest challenge legally in the past?
MZ:  Getting access to cable television signals, so that we can develop retail products that are competitive with operator-supplied set-top boxes. As an example, we have had to fight tooth and nail to maintain access to cable television signals with the CableCARD.
MS:  Who in your legal background impressed you?
MZ:  Morgan Chu at Irell Manella (6); and Paul Glist (7)at Davis Wright and Tremaine.  Both are brilliant and creative in their own ways.
MS:  Who in your background non-legally impressed you?
MZ:  It may sound self-serving, but I’d say Tom Rogers (8).  His business acumen and strategic thinking are incredibly impressive.
MS:  If you could do the legal experience over again, what would you change?
MZ: I might have taken a year or two between college and law school…I might have gotten more out of law school that way.

 

1.Ironically, both Zinn and Dish Network’s Dodge attended the University of Vermont as undergraduates.
2.Zinn’s travels to L.A. are typically for meetings with content providers and to meet with the law firm that deals with much of TiVo’s key litigation, Irell Manella. Trips to Texas have been typically for the purpose of dealing with litigation matters for cases being tried in that state.   
3.OTT refers to video service providers who deliver video via the Internet, rather than via broadcast or traditional pay TV infrastructures.   
4.MSO refers to a Multiple System Operator, meaning a cable operator with many franchises located across the nation or in greater regional offerings.  
5.See, http://en.wikipedia.org/wiki/QAM.
6.Morgan Chu, Esq., is a partner in Los Angeles for the law firm of Irell Manella. Since 2000, he has been lead counsel for several of TiVo’s significant litigation matters.
7.Paul Glist is a partner for Washington, DC-based Davis Wright & Tremaine. Matthew Zinn worked with Glist at Cole Raywid & Braverman LLP in the mid-1990s.
8.Tom Rogers has been TiVO CEO since 2005.