Law Seminars International Presents

A Comprehensive Two-Day Conference on

Telecommunications Carrier Contracts

Practice tips and negotiation techniques for the best deals

November 18 & 19, 2004
Sheraton Atlanta Hotel in Atlanta, GA
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Who Should Order Homestudy

Attorneys, telecommunications, cable, and electric utilities industry executives, representatives of local government and large telecommunications users

Why Order

The timing could not be more propitious for this Telecommunications Carrier Contracts conference (East Coast version) 2004. The backdrop for this year’s seminar is, of course, the D.C. Circuit Court upheaval of the FCC’s Triennial Review Order. At the time of this publication, the FCC has yet to release interim rules in light of the D.C. Circuit Court’s vacatur of many of the FCC’s unbundling rules in the Triennial Review Order. Further it is uncertain whether such interim rules will be subject to further legal challenges as contrary to the Court’s holding in USTA 11. This leaves a question mark for local exchange incumbents and their competitors wireline, wireless, and UNE-P carriers: how to negotiate (or for that matter enforce) interconnection agreements based on a regulatory framework that, eight years after the enactment of the 1996 Telecommunications Act, remains unstable. The faculty will demonstrate how commercial agreements have been endorsed by the FCC and now appear to be an alternative to Section 251 interim agreements. The seminar focuses on practice pointers, negotiation techniques, spotting deal points, contract drafting tips, pricing, deal protection and what to do when deals crater. The agenda also covers transaction issues raised by disruptive technology changes such as VoIP, Wi-Fi (Wi-Max) and broadband Internet access, as well as inter-carrier compensation and credit assurance topics. You won’t want to miss it! ~ Program Co-Chairs: Robert A. Culpepper, Esq. and Walt Sapronov, Esq.

What You Will Learn

- New Technological Pressures on the Basic Approach to Regulating the Telecommunications Industry - Changing Industry Structure and the Implications for Deal Makers - The New Status Quo in the Changing Regulatory Environment for Carrier-to-Carrier Deal Making - Interconnection Agreements - Time for a Switch to Purely Commercial Agreements? - Special Issues in Interconnection with VoIP Carriers - Special Issues in Relationships between Telecommunications Carriers and Wi-Fi Service Providers - Inter-Carrier Compensation - Credit Assurance and Remedies

What Attendees Said

- An excellent seminar overall, with a good balance of background and history with practical drafting advice. - I was impressed by the uniformly high quality of the speakers, a feat rarely achieved. - Very informative seminar! - Very informative. Enjoyed the speakers. Definitely worthwhile.

Agenda

Thursday, November 18, 2004

8:30 am Introduction & Overview
  The fundamental challenges facing carrier-to-carrier deal makers
  Robert A. Culpepper, Esq., Senior Regulatory Counsel
BellSouth Telecommunications, Inc. / Atlanta, GA
  Walt Sapronov, Esq.
Gerry & Sapronov LLP / Atlanta, GA
8:45 am The New Technological Pressures on the Basic Approach To Regulating the Telecommunications Industry
  The coming transition away from the traditional public switched network: Will VoIP and Wi-Fi/Wi-Max render the public switched network obsolete?
  Christian Dippon, Senior Economics Consultant
NERA Economic Consulting / San Francisco, CA
  Teeing up for a major debate over the basic approach to regulating the telecommunications industry: MCI’s proposed network layers-based approach as a better regulatory model for an IP-centric world
  Richard S. Whitt, Esq., Director and Senior Counsel of Federal Law and Public Policy
WorldCom, Inc. / Washington, WA
10:15 am Break
10:30 am Changing Industry Structure and the Implications for Deal Makers
  Bridging the last mile with unlicenssed spectrum: Current business and regulatory issues
  Robert D. Primosch, Esq.
Wilkinson Barker Knauer LLP / Washington, DC
  Which carriers are likely to survive a transition to packet switching? What new entities are likely to emerge and what will be the scope of regulatory authority over those new entities?
  Cherie R. Kiser, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. / Washington, DC
  A new wave of industry consolidation, strategic alliances, and joint ventures: To what extent will we need to rely more on regulation focusing on market power?
  Noah Brumfield, Esq.
White & Case LLP / Washington, DC
12:00 pm Lunch (on your own)
1:15 pm The New Status Quo in the Changing Regulatory Environment for Carrier-to-Carrier Deal Making
  FCC perspective on USTA II and the TRO: Recent FCC decisions and appeals; implications of the FCC’s decision to go back to the drawing board rather than appeal the DC Circuit’s decision parts of the TRO order; state authority and roles
  Robert Tanner, Esq., Legal Counsel to Bureau Chief Wireline Competition Bureau
Federal Communications Commission / Washington, DC
  State regulatory perspective
  Ronald V. Jackson, Esq.
Gerry & Sapronov LLP / Atlanta, GA
  ILEC perspective
  Sean A Lev, Esq.
Kellogg, Huber, Hansen, Todd & Evans, PLLC / Washington, DC
  Connecting carrier perspective
  Jonathan Jacob Nadler, Esq.
Squire, Sanders & Dempsey LLP / Washington, DC
3:15 pm Break
3:30 pm Interconnection Agreements
  ILEC perspective
  Parkey D. Jordan, Esq., Senior Counsel
BellSouth Telecommunications, Inc. / Atlanta, GA
  CLEC’s
  David I. Adelman, Esq.
Sutherland Asbill & Brennan LLP / Atlanta, GA
  Wireless Carriers
  Bill Brown, Senior Interconnection Manager
Cingular Wireless / Atlanta, GA
5:00 pm Reception for faculty and attendees hosted by BellSouth and Gerry & Sapronov LLP

Friday, November 19, 2004

8:00 am Registration & Continental Breakfast
8:30 am Is It Time for a Switch to Purely Commercial Agreements?
  The pros & cons of deals based on commercial law vs. deals under the telecommunications act; how they differ in structure and terms
  Robert A. Culpepper, Esq., Program Co-Chair
BellSouth Business Systems / Atlanta, GA
  Walt Sapronov, Esq., Program Co-Chair
Gerry & Sapronov LLP / Atlanta, GA
10:15 am Break
10:30 am Special Issues in Interconnection with VoIP Carriers
  Patrick J. Whittle, Esq., Of Counsel
Swidler Berlin Shereff Friedman LLP / Washington, DC
11:15 am Inter-Carrier Compensation
  Connecting carrier perspective
  David L. Sieradzki, Esq.
Hogan & Hartson LLP / Washington, DC
12:15 pm Lunch (on your own]
1:30 pm Special Issues in Relationships between Telecommunications Carriers and Wi-Fi Service Providers
  Legal Issues
  Maria T. Browne, Esq.
Cole, Raywid & Braverman LLP / Washington, DC
  Technical Issues
  Ashok Kumar
O'Neal Gaj International / Norcross, GA
2:45 pm Break
3:00 pm Credit Assurance and Remedies
  Legal and business perspectives on typical and creative credit assurance and remedies clauses
  Harry Goldberg, General Manager for Accounts Receivable
BellSouth / Atlanta, GA
  Michael J. Zpevak, Esq., Commercial Panelist
Gerry & Sapronov LLP / Atlanta, GA
4:30 pm Adjourn

Cancellation

There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders

Continuing Education Credits

Law Seminars International automatically obtains CLE credit approval for the state in which a seminar is held. On request, we will apply for CLE credits in other states and other types of credits. Current credits status: GA CLE 12.8 | CA MCLE 13 | CO CLE 15 | IN CLE 12.8 inc 12.8 new lawyer (#82258) | NY CLE 15 (no ethics, non-transitional) | OH CLE 12.75 (#000146828) | TN CLE 12.75 (#033321) | WA CLE 12.75 (#126695)

Cost

Our complete Homestudy Course, consisting of a VHS or DVD recording and the written course materials, is available for $905. The course materials alone are available for $100. We will ship your homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (which ever is later).
Order Homestudy

Faculty Bios

Robert A. Culpepper, Program Co-Chair, is Senior Regulatory Counsel for BellSouth Telecommunications, Inc. He has served in the BellSouth legal department since 1995, and has been responsible for negotiating a variety of major carrier-to-carrier deals.

Walt Sapronov, Program Co-Chair, is a partner with Gerry & Sapronov LLP representing a broad range of clients in telecommunications transactions and regulation. He has over 20 years’ experience in negotiating telecommunications deals, including those of the sort discussed in the conference. He is named in the “International Who’s Who of Telecom Lawyers.”

David I. Adelman, a partner with Sutherland Asbill & Brennan LLP, concentrates his practice on litigation and administrative law with a focus in communications, technology and energy companies. He is a member of the Georgia State Senate and a former Assistant Attorney General for the State of Georgia.

Bill Brown is Senior Interconnection Manager for Cingular Wireless, a joint venture of BellSouth and SBC Communications. During his 22 years in the wireless telecom industry, he has worked in engineering, economic analysis, rate and tariff development and filings, regulatory responsibilities, and CMRS-LEC interconnection negotiations and arbitrations.

Maria T. Browne is a partner at Cole Raywid & Braverman LLP and is considered one of the country’s leading experts on commercial leased access. Her experience also encompasses satellite cable network programming issues, local franchising of cable and telecommunications providers, among several other areas.

Noah Brumfield is an attorney with the Washington DC office of the law firm of White & Case LLP, where he specializes in antitrust law. Noah represents companies subject to antitrust litigation and before federal, state and foreign antitrust agencies. He has successfully responded to numerous Department of Justice and Federal Trade Commission investigations involving high tech industries. Noah also regularly counsels clients with respect to antitrust issues that arise in the context of joint ventures, standard setting, and distribution. He has represented clients from a variety of high-tech industries, ranging from start-ups to established industry leaders, contract manufacturing, biotech, software, and the Internet.

Christian Dippon is Senior Economic Consultant to National Economic Research Associates, Inc. He has worked on issues of local competition, incentive regulation, and economic cost in the telecommunications and petroleum industries, and is an expert on cost calculation for telecommunication network components. He works primarily on intellectual property, regulatory economics, antitrust analysis, and the evaluation of commercial damages.

Harry Goldberg is General Manager for Accounts Receivable with BellSouth, where his duties encompass credit, collections and billing dispute management. He was, most recently, CFO for BellSouth’s wholesale business, with roughly $4 billion in revenue.

Ronald V. Jackson is Of Counsel with Gerry & Sapronov LLP, where he focuses his practice on telecommunications and administrative law. Prior to joining the firm, he was an attorney with the Consumer Utility Counsel, Georgia Public Service Commission, and has served as a legislative assistant in the Georgia General Assembly.

Parkey D. Jordan is Senior Counsel at BellSouth Telecommunications, Inc. where she provides legal support for BellSouth’s Inter-connection Services organization.

Chérie R. Kiser is Managing Director of the firm and Chair of the Communication Sections for Mintz Levin Cohn Ferris Glovsky and Popeo PC. She devotes her practice to telecommunications law, and Internet related transactions. She has been at the forefront of the expansion of new entrants into the voice and data communications markets.

Ashok Kumar is with O’Neal Gaj International, providing technology consulting and management services to the hospitality industry. He brings over 24 years telecommunications industry experience at end user, analyst and vendor organizations. His career has spanned technology evaluations, project management, contracts’ analysis and regulatory monitoring, etc. Prior to joining O’Neal Gaj, he was Senior Technology Advisor at Intercontinental Hotels Group where he was responsible for IHG’s High Speed Internet Access and Wi-Fi strategy, standards and supplier selections.

Sean A. Lev is a partner with Kellogg Huber Hansen Todd & Evans PLLC, where he focuses his practice on telecommunications law; appellate litigation and general litigation.

Jack Nadler is a partner in the Washington DC office of Squire Sanders & Dempsey LLP, where he has worked extensively on issues regarding local telecommunications competition, international telecommunication liberalization, broadband deployment, and the growth of the Internet.

Robert Primosch is a partner at Wilkinson Barker Knauer LLP and regulatory counsel for the License-Exempt Alliance as well as past chair of the Wireless Internet Institute Spectrum Policy Group.

David L. Sieradzki is a partner with Hogan & Hartson LLP where he represents wireless and wireline carriers on matters relating to universal service, inter-carrier compensation, interconnection, VoIP, and other issues of telecommunications regulation. As chief of the legal branch, Competitive Pricing Division, of the FCC’s Common Carrier Bureau through 1996, Mr. Sieradzki participated in the initial implementation of the Telecommunications Act.

Robert Tanner is Senior Legal Counsel to the Bureau Chief of the Wireline Competition Bureau of the Federal Communications Commission. As such, he advises the Bureau Chief on competition, broadband deployment and advanced services matters.

Richard S. Whitt is Director and Senior Counsel for Federal Law and Public Policy at WorldCom, Inc. In that capacity, he represents WorldCom’s interests before the FCC and other administrative agencies, the Executive Branch, and Congress.

Patrick J. Whittle is of counsel to the Telecommunications practice group in the Washington, D.C. office of Swidler Berlin Shereff Friedman, LLP. Mr. Whittle has represented clients in a variety of transactional issues affecting information services, Voice over Internet, telecommunications and related high technology industries, including state and federal regulatory work involving mergers and acquisitions of such entities. He has represented numerous Fortune 500 companies in negotiating purchases of large packages of customized telecommunications services, and he was the first private firm attorney to represent a user in negotiating such a transaction under AT&T's Tariff 12 VTNS service offering. He has represented service providers in transactional and regulatory work associated with the sale and purchase of Voice over Internet, switchless resale, debit card, telemanagement and cellular, and specialized mobile radio services. He has also represented service providers in outsourcing billing, customer service and other back office services, and in negotiating joint marketing and sales agency agreements. Mr. Whittle formerly served as General Counsel of GE Capital Communication Services Corporation, a subsidiary of GE Capital providing various telecommunications and related services.

Michael J. Zpevak is Of Counsel to Gerry & Sapronov LLP, and an Arbitrator on the Commercial Panel of the American Arbitration Association. Previously, he served as corporate counsel for SBC Communications, Inc., representing all SBC companies before the FCC, including areas such as drafting, passage, implementation and appeals of the 1996 Telecom Act.