ast dis- proved that by launching its hostile bid, we should have portrayed it as a small, family-run, regional company with an insular board made up of the founder's cronies. Instead, we allowed Comcast to gain mo- mentum and present itself as an equal to AT&T, one of the most widely held stocks in the world. Once Comcast attacked, our response should have been immediate and devastating. Comcast Reaches Out In mid-August 2001, perhaps feeling that the momentum of its pre- emptive offer was slowly ebbing, Comcast reached out to AT&T once more. This time the feeler took the form of a phone conversation be- Credibility Breaks All Ties tween Comcast's outside lawyer, Dennis Hersch of Davis Polk & War- dwell, and AT&T's outside counsel, Dick Katcher of Wachtell Lipton. Hersch said that he had been picking up signals that there was some kind of animosity towards Comcast. That was unfortunate, Her- sch said, because if Armstrong wanted to do a "wow" deal, Comcast was ready. Maybe the Robertses and Armstrong should sit down and talk. Katcher said that was all very interesting, but what would they talk about? Hersch said that they could talk about the price of the acquisition, how to value the noncore assets, and even governance. While Comcast wanted the Roberts family to maintain what he called "blocking rights" and Brian Roberts would not relinquish the CEO position, everything else was open for discussion. Katcher said he'd pass the word along. In fact, Katcher knew that we had little choice but to talk, even though it would stick in Armstrong's craw. It would look bad if this ever turned into a proxy fight and management had refused to even discuss the deal that was first put on the table, especially after the board had instructed it to explore all alternatives. After discussing it with Armstrong and Noski, Katcher called Hersch and said AT&T would be happy to talk if Comcast would commit to keeping the dis- cussions confidential. We wanted no more leaks that would make us look desperate. Armstrong and the Robertses,