Among the lessons, both legal and life, that communications attorney Tom Dougherty imparted through example: an amazing work ethic; it’s OK to be a little outrageous; don’t be overly constrained by rules; sometimes it’s necessary to wrestle with the client, literally; it’s important to care for people; and one can do the impossible.
Tom Dougherty, the communications attorney who helped John Kluge build his broadcasting and telecommunications empire, died in August at 87 in South Carolina. A memorial service was held last Friday at the United Methodist Church in Washington, which was attended by other luminaries of the communications bar, including Jeff Baumann, Dick Wiley, Dick Zaragoza, Jon Blake and Jerry Fritz.
Among those eulogizing Dougherty was Preston Padden, a Dougherty protégé who during his long Washington career rose from a receptionist at Kluge’s WTTG Washington to chief lobbyist for the Walt Disney Co. Dougherty encouraged Padden to get his law degree and immediately put him to work as his legal assistant.
The abridged eulogy:
No one has ever — ever — had a better mentor. Tom’s approach was the opposite of the law partner who hides the young associate in a back room and shields him from client contact. His approach to mentoring was more like the way the Navy teaches recruits to swim — throw them in deep water and extend a pole just before they are about to drown. It was exhilarating.
Tom was a brilliant and innovative lawyer. He was a gifted writer with an amazing command of language. One of his favorite flourishes was to spend several pages destroying his opponent’s argument and then add the Latin phrase, “reductio ad absurdum” — in other words, not only is your argument wrong, it is absurd!
Tom had an amazing work ethic. I have never known anyone who worked as hard. Just trying to keep up with him was an early life lesson that has served me well.
Tom also taught me that it is OK to be a little outrageous. One day an FCC official put his arm on my shoulder and explained, “When other lawyers file a pleading, we sit back in our chairs and read it. When Tom files a pleading, we just put it on the corner of our desk and wait for it to explode.”
I’d like to share a few stories from our time together and some of the lessons I learned from Tom — lessons they don’t teach in Law School.
Tom taught me not to be overly constrained by rules. In those days the FCC had strict rules severely limiting the ownership of broadcast stations. The three networks had assembled their station groups before the adoption of these rules and were “grandfathered” meaning they did not need to comply with the new restrictions.
John Kluge and Tom wanted to build a company to rival the networks. Because Mr. Kluge had Tom at his side, he moved confidently from one station acquisition to the next knowing that Tom would find a way to secure government approval. I watched in amazement as Tom piled up waiver after waiver of the FCC ownership rules in his quest to help Mr. Kluge build much needed competition to the networks.
Tom also taught me that sometimes it is necessary to wrestle with the client — physically wrestle. Mr. Kluge had entered into a transaction to merge Metromedia with Transamerica — the San Francisco based insurance giant. Tom thought that Transamerica was taking advantage of Metromedia and opposed the deal from day one.
Ultimately, the deal fell apart and Tom took me to a meeting with Transamerica executives at the Waldorf Towers in New York to decide how to unwind the transaction. Tom was seated next to Mr. Kluge on one side of the table. On the other side of the table was an array of Transamerica executives including Chairman John Beckett.
As the meeting began, a Transamerica PR guy pulled out a draft press release and reached across the table to hand it to Mr. Kluge saying, “Here is a press release we have prepared.” Before Mr. Kluge could accept the document, Tom leaned forward, grabbed it, read it and threw it back at the guy announcing, “This is not acceptable to Metromedia.”
Mr. Kluge looked at Tom quizzically and asked Tom to step out in the hall with him. Soon the rest of us could hear loud bumping and thumping out in the hallway. When we opened the door to see what was happening, there were Tom and Mr. Kluge engaged in what only can be described as a wrestling match.
Ultimately Tom was vindicated and he had the pleasure of writing the letter to the FCC withdrawing the request for government approval of the merger. Later Tom framed that letter and it hung on the wall of his office for many years.
Tom also taught me that it is possible to use wine to secure a waiver of FCC rules. Metromedia had long owned a great all-news radio station in Dallas. Mr. Kluge then contracted to buy a television station there. Under the FCC rules at the time that meant that we had to sell the radio station. The radio folks in the company desperately wanted to keep the radio station. Tom found an obscure footnote in the FCC rules that provided a slight hope of securing a waiver. It was such a long shot that Mr. Kluge had gone ahead and reached a handshake deal to sell the radio station to CBS.
Tom marshaled his arguments and we went to lunch with the FCC official in charge of the relevant rules. That FCC official is with us today at this memorial service. As Tom pressed his arguments, he kept pouring more wine for the FCC official. The end of the story has the FCC official back at the agency, throwing up and yelling, “Give him whatever he wants as long as I don’t have to go to lunch with him again.” Tom was a hero to our radio executives and CBS was left at the altar.
Tom taught me that one can do the impossible. Mr. Kluge was chairman and CEO of Metromedia but owned only 3% of the stock. In 1984, he wanted to take the company private, increasing his ownership from 3% to 100%. Waivers of radio and television station ownership rules expire if a company experiences a substantial change in ownership or control.
Metromedia would have lost much of its value if its many waivers expired. Tom convinced the FCC that because Mr. Kluge had exercised “de-facto control” of the company, his acquisition of 100% of the stock was not a substantial change in ownership. I watched in amazement as Tom secured FCC approval for Mr. Kluge to take the company private using a so-called “short form” reserved for transactions that did not involve a substantial change in ownership or control — a risky gambit that worked.
Tom taught me non-business lessons as well, like the importance of caring about people. There was a disabled gentleman with a clerical job at the FCC that Tom had known when he worked there. Whenever we would visit the FCC, no matter how tight our schedule, Tom would make the time to seek out this gentleman and sit down for a chat — not out of pity, but as a peer. It was a life lesson I have tried hard to remember.
He also taught me about the importance of family. I have mentioned some of Tom’s legal and business accomplishments. But, as I look out at his wonderful family I know that they were his real accomplishment. His kids were his pride and joy. And as I look at them today, I am reminded of [his son] Paul’s remark at one of Tom’s birthday parties where Paul stood up and observed, “We are a good looking bunch!”
Tom was an amazing man who had a lasting impact on my life.