It's not every year that a company's top lawyer plays a role in taking on the U.S. president. And wins. Twice.

But 2018 wasn't a usual year for David McAtee, senior executive vice president and general counsel at AT&T Inc. In June, the team that McAtee had assembled nearly two years earlier secured a once-in-a-career victory when, after a grueling six-week trial in Washington, D.C., a federal judge cleared the Dallas-based telecommunications giant's $85 billion acquisition of Time Warner. The U.S. Court of Appeals for the District of Columbia Circuit later affirmed the ruling.

Just a few months earlier, in November 2017, the U.S. Department of Justice had brought a historic challenge to the merger. It was the first time the government had sought to block a vertical merger in decades, and many, including Randall Stephenson, AT&T's CEO, had questioned whether President Donald Trump's well-documented dislike for CNN, Time Warner's signature news brand, had motivated the lawsuit. For his part, McAtee, in arguably un-GC-like form, issued statements pointing to antitrust precedent that vertical mergers such as the AT&T-Time Warner one are routinely approved because they benefit consumers without removing any competitor from the market.

Fresh off the judge's ruling that the government failed to show that the merger would lead to higher prices and other harm to consumers, the AT&T legal department entered the political fray just a few months later, when in November 2018 it secured an injunction requiring the White House to restore the press credentials of CNN Chief White House correspondent Jim Acosta.

“That was our first test of the new company,” McAtee says. “At AT&T, one of our core values is 'embrace freedom' and specifically call out the First Amendment in that. So twice, when [Stephenson] planted the flag and the lawsuit was filed, and when [the issue] came up again with Jim Acosta, we acted consistently with our values, which as a general counsel is a really good feeling.”

'Two is One, One is None'

In many ways, McAtee had been preparing for this deal since he was promoted to his current role in October 2015, shortly after AT&T completed its acquisition of satellite television provider DirecTV. A longtime antitrust litigator at Haynes and Boone before going in-house at AT&T in 2012, he recognized the implications of that merger.

“Things would be moving faster, things would be more complex, and frankly the old way of communicating with each other wasn't going to cut it anymore,” he says, adding that the U.S. military's maxim that “two is one, one is none”—or, given the necessary assumption that one will fail, the notion that anything that is mission-critical needs a backup—would become the legal department's mantra.

“What that meant is that we needed to be very good at communicating with each other very quickly,” McAtee says. “All our significant decisions must be 'two is one': talk to somebody else, make sure you get the full information inside the legal department, reach outside your group, and ensure you get another perspective on it before you make a decision.”

A little more than a year later, when Trump was elected president, McAtee said he had the chance to exercise his “two is one, one is none” mentality by preparing for what he then thought would be an unlikely outcome.

“We realized that, despite all the precedent that we looked at, there was a slim chance that the DOJ may change its view and challenge this,” he says. “The agency hasn't challenged one like this in over 40 years, but there's a chance it could.

“At that time, I would have said that chance was very, very small, but beginning at that point, we had to assume that chance was 100%.”

As it turned out, it was, and “two is one,” as members of AT&T's legal department colloquially refer to the guiding principle, headed east to what became known as the Legal Operations Center: a rented floor within a D.C. office building that previously housed a law firm. For several months, this virtual law firm was home base to 70 support staff and lawyers, both in-house from various AT&T legal offices around the country and outside counsel from multiple, sometimes competing firms, all led largely by O'Melveny & Myers' Daniel Petrocelli.

“I've had the pleasure of working on my fair share of high-profile, demanding matters, but I've never seen an in-house legal team work so seamlessly and effectively under such pressure as the AT&T legal department,” Petrocelli says.

On his decision to create this virtual law firm, McAtee says: “From November 2017 through the end of the trial in May 2018, the entire trial team worked in that space, getting every meal there, eating every midnight snack there, going there every day. We had to be able to communicate so quickly to make sure we were using every minute as effectively as possible. There's no way we could have done it if everyone stayed in their own offices and did it by email.” And during the “very fast-paced” litigation, this real-time communication was key, AT&T senior vice president and assistant GC David Lawson says.

“Over five weeks, there is a lot of ground to cover,” he says. “Things happened moment to moment, and if you're all there, information flow can be very effective. If you're trying to track people down, you may miss the opportunity to make an adjustment in your strategy that you need to make.”

In addition to establishing the center, McAtee also—in an attempt, he said, to eliminate “any tribalism between my outside law firms”—required that each team working on any particular trial task, closing arguments or examination of a certain witness, for example, be composed of lawyers from at least three different law firms. The result of these two initiatives was that the trial team avoided “any kind of complacency” or the situation “where one person thinks somebody else is handling that job,” says Heather New, assistant vice president, senior legal counsel and appellate expert at AT&T. “So what ended up happening is that we had this elegant assembly of smart and skilled people that just combined,” she says. “We have this philosophy of 'two is one, and one is none' that we replicated in the center. The proof is in the pudding that this is a great way to run a large legal department and a massive trial and appellate endeavor.”