#MediaSnack Meets

34 - Doug Wood, Advertising Lawyer

September 25, 2019 Season 1 Episode 34
#MediaSnack Meets
34 - Doug Wood, Advertising Lawyer
Chapters
00:00:00
Introduction
00:02:21
Show notes
00:02:37
Welcome Doug
00:04:01
What does an advertising lawyer do?
00:06:48
How advertisers respond to 2016 ANA reporting
00:12:04
Who in a corporation cares about transparency?
00:15:36
What goes into a great media contract?
00:17:29
How to implement the ANA contract template
00:22:02
What are we learning from the FBI investigation?
00:25:55
What would Doug do as a new CMO?
00:30:43
There are three parties in a contract
00:31:57
The ANA's Trust Consortium
00:35:55
'Dark Data: Control, Alt, Delete'
00:39:03
Hope for the future
00:40:19
Future guests
#MediaSnack Meets
34 - Doug Wood, Advertising Lawyer
Sep 25, 2019 Season 1 Episode 34
ID Comms
Interview with Doug Wood, Partner at Reed Smith LLP - Episode 34
Show Notes Transcript Chapter Markers

From MadMen to Walled Gardens, what has been the role of an advertising lawyer and what best guidance do they give CMOs to navigate today's complex media landscape?

What will happen in the FBI investigations into US media practices?

How can we repair trust in the advertising ecosystem?

Who better to ask than the world's best ad lawyer, Mr. Doug Wood from Reed Smith in New York. A lawyer for four decades, Doug has also been General Counsel to the Association of National Advertisers (ANA) for the last 20 years.

In this wide-ranging interview, Doug shares his expertise and experience gained from having been in the rooms where major deals between marketers, agencies and publishers have been built.

We also discuss Doug's new techno-thriller novel 'Dark Data: Control, Alt, Delete'



Episode Links:

Doug Wood LinkedIn

Doug Wood Twitter

ReedSmith Twitter

ANA contract adoption research

'The Selfish Ledger' on YouTube

Dark Data: Control, Alt, Delete by Douglas J Wood



Tom Denford:
0:00
Hello everyone. I'm Tom Denford, co-Founder of ID Comms. Welcome to episode 34 of #MediaSnack Meets recorded each week in New York. We get to meet the individuals and organizations doing great work to inspire success and drive change within the global media and marketing industry. In each episode we find out what is behind that success, what it takes to make change in the industry and what the rest of us can learn from that experience. My guest for this episode is Doug Wood to many, including me, Doug is the world's best advertising lawyer. Doug is a very well known face to advertisers around the world, but especially here in the U S and he is partner at major New York law firm Reed Smith, where he has been for 15 years, but his career as a top lawyer stretches back for decades. He calls himself a deal maker in the advertising industry, building the deals between advertisers, agencies and publishers, and this is different from the lawyers that come in and try and resolve disputes. Doug says there are always three clients around the table, the two contracting parties and the deal itself and he focuses on the win-win. For many years. Doug has acted as General Counsel to the ANA, the Association of National Advertisers and this puts him right in the thick of recent discussions about agency transparency and he hears up close and personal everyday marketers concerns about the murky media supply chain. In 2019 Doug partnered with the ANA to launch the Trust Consortium, a collective of thought leaders from across the industry tasked with addressing the decreasing levels of trust throughout the supply chain. They recently published some research called "Issues that Contribute to the Breakdown of Trust in the Advertising Ecosystem" and I think we all have a responsibility to take this seriously and participate in future summits to acknowledge and address this problem. In this fascinating episode, we learn what an advertising lawyer actually do and what does Doug advise his clients when creating media agency contracts and what does he hope for the future to resolve many of these trust issues. We also discuss his new novel, 'Dark Data: Control, Alt, Delete'. In case you didn't know, Doug is also a prolific writer. You can check the show notes for this episode, including a full transcript at www.mediasnackpodcast.com but without further delay, please enjoy this fascinating and highly insightful interview with the world's best advertising lawyer, Mr Douglas Wood.
Tom Denford:
2:38
Hello Doug, welcome to #MediaSnack Meets.
Doug Wood:
2:41
Thank you Tom, good to be here.
Tom Denford:
2:42
In the introduction I've said that you're one of the world's most recognized media lawyers. I think I might have said you're the world's best media lawyer actually, but for those that few people that don't know you, just give us a little introduction of your background and your role here at Reed Smith as it comes to advertising.
Doug Wood:
3:00
I've been doing this for a little over 40 years, specializing in advertising and marketing law. I started out internationally as a litigator in intellectual property and one of the senior partners asked me to deliver a document to what was then called Wallwork advertising. And I walked into the place and it was so alive and so happening that I went back and I said, I want to do that. So that's how I started out as an advertising lawyer in 1977. I've been doing it ever since and for the last 20 years or so, I've been General Counsel to the ANA and as General Counsel to the ANA, I'm immersed in all of the issues that surround the advertising industry from a brand's perspective, including media creative, fraud, you name it, whatever the issues are that are pressing for the ANA or issues that I'm involved in on their behalf.
Tom Denford:
3:50
And that's where we've crossed paths mostly through the work that you do with the ANA and particularly around, supporting them in that role of General Counsel. I'm a lawyer, not a qualified lawyer, but I studied law, so I've got a passion for law. But what does a lawyer actually do?
Doug Wood:
4:10
I don't know that we have enough time to go into that, but there I was thinking about this and they're essentially three kinds of lawyers. Okay. There are lawyers who make deals. There are lawyers who fix broken deals and then there's ambulance chasers, all the ambulance chasers are the ones you see on TV. I'm a, I'm a lawyer that makes deals, so what I do typically in any given day is advise and counsel brands and media companies on how to structure transactions with the marketplace. They could be things like media buying contracts, celebrity endorsement deals. They could be employment deals, they could be labor issues, they could be all sorts of things, but in my world, it's really a lot of contract writing and contract interpretation and hopefully if I get it right, then you don't have to go to the other lawyer that addresses broken deals. Those are all the litigators and I'm very happy to say I am not a litigator, I'm a transactional attorney and hopefully keep it that way with my clients.
Tom Denford:
5:10
So it's been a busy few years in advertising and media contracts, right?
Doug Wood:
5:16
Yeah. I mean on the media side, this has been a bit of an insane ride since 2015 really and sort of took another rise up in 2016 but it has become a very central focus. When I started in this business in the late seventies, the focus was content creative. That was, that was all that really mattered. Media was there, but there weren't that many outlets and it was pretty simple. But everything was driven by creative and all the work we would do would be issues with licensing and infringement and all sorts of things along that nature that pertained to content. Today, content is now very often generated by consumers as we see on the internet and content is kind of morphed into something unfortunately that is not getting as much focus as it once did. It seems to be coming back a little bit now, but, but it's really been in the back seat to media and media planning and media fraud and media problems and the like. It kind of makes sense from a business stand point because of all the money spent. 95% of is on media and the rest of it is not. So if there's going to be profits, if there's going to be exposure, it makes sense from a legal standpoint or legal perspective that you're gonna find most of that problem or that, that those issues in the bigger money bucket, which is the media.
Tom Denford:
6:42
It's lucky that media so simple and straight forward then isn't it?
Doug Wood:
6:46
Yeah. Yeah. Real, real simple. Real straight forward
Tom Denford:
6:49
So in your role as the General Counsel then to the ANA, listeners will be familiar with the fact that in 2016, the ANA published the findings of a report, prevalence of media rebate and other practices within media buying agencies that created some guidelines. And there's been a lot of the ANA members who have adapted perhaps their behaviors and upgraded their contracts with agencies and other suppliers. The ANA just published some findings recently that said, because they did kind of check back to see, you know, what their level of adoption was and 69% of members had said that they'd made some changes to their contract. So my question is, we are three years down the line, what are the other 31% doing and who's going to wake them up?
Doug Wood:
7:42
Well, yeah, that's a great question, Tom and I want to make it even more, a little bit more complicated than that. I know, I'm not so sure that the 69% have really done much. You know, there are certainly some who have; the very large brands have, but the vast majority of brands out there with significant media contracts are mid sized companies, slightly larger companies that really are not staffed necessarily internally from a legal standpoint to address these kinds of issues. So by responding that they addressed it. I'm not so sure exactly what the substantive nature of that was. They may have, may have looked at the contract, they may have, you know, may have sent a letter to their agency. Who knows. So I think the problem is even bigger than you're describing in terms of the adoption of the guidelines and the recommendations of the ANA you're dealing with with in many instances the second or certainly not less than the third highest spend that a brand has between it's brick and mortar, it's employees usually then comes it's advertising and marketing spend. So you're dealing with these significant amount of shareholder value that is being put into the marketplace. And when accusations right or wrong, I mean I'm not characterize who was telling the truth or not telling the truth when accusations of the nature that the K2 Intelligence report came out and when you've got a pending FBI investigation into media practices now and when we have reports from McKinsey that comes out in 2018 when we have surveys like the one that the ANA has done and some of the stuff that ID Comms has done that sort of gets the feedback from the industry about what's going on. There doesn't seem to be a big move on the needle. The problem still seems to be out there. How much of it's perception, how much of it's reality is hard to tell because nobody is obligated to report from a substantive standpoint. But it's clear that the issue is still very much out there and for those who who are responding that have done nothing. It's astounding to me. You know, particularly if they're a public company. I mean there is an obligation of any public company to make sure that they oversee the shareholder value that has been invested in all sorts of things and they need compliance issues and governance issues. Big, big companies have that, and I don't worry about that, but I do worry a little bit about the mid level brands, the brands who were spending $100 million, $200, $300 million on advertising and whether or not they are really doing the kind of due diligence they need to do in this particular area.
Tom Denford:
10:17
That I think is an interesting angle from a lawyer's perspective because lots of other advisors to advertisers, like myself and many others often are dealing with marketing or the procurement stakeholders. As a lawyer are you speaking to the internal Counsel at these companies as well? And do they see these risks differently to the marketers?
Doug Wood:
10:39
We certainly have talked to quite a few of them. The challenge in dealing with the in-house Counsel, this is by no means a disparagement of them whatsoever, is that for the most brands, the vast, vast majority of brands' in-house Counsel, this is just a very small part of what they do. They are responsible for all the other legal operations. Sometimes they are just a few in number despite the amount of money that's being spent by the advertiser in various areas. So they're not as aware of these issues. So part of what we do is educate them when we educate them, they do raise their concerns over this kind of thing. But it's, but again, I think it's, it's the reality is that it doesn't often perk up to the legal departments because it never perks out of the CMOs department or the CFO's department. So the lawyers within most companies, the lawyers are sort of last in line because they're problem solvers. So unless someone perceives there to be a problem that they need to address for whatever reason, it doesn't get to the lawyers. And the lawyers in house at brands, they don't read Ad Age, they don't read AdWeek. They don't see the headlines of John Mandel and K2 and all this other stuff. They are never going to see that, you know, so unless it's brought up to their attention internally by the folks who do look at it like the consultants and the CMOs and the like, they'll never be talking to us.
Tom Denford:
12:04
You mentioned before that that would be a risk to the business to be exposed at such large sums of money. Who internally within advertiser organizations really is worried because the inaction has been quite astounding as you said?
Tom Denford:
12:23
Yeah. That's a very astute observation. I'm a little baffled by it. I mean in any public company there is a board of directors, on that board of directors is generally an audit committee or a compliance committee. Any major public company has compliance departments. This is not procurement. Procurement goes out and gets the contracts. Compliance and audit is there to make sure that under various securities laws and related statutes that exist, that they are operating in the best interest of their shareholders because ultimately the board of directors and the officers of a company are accountable to their shareholders. If in fact these kinds of controls are not in place, they can be criticized. That doesn't mean that you can't enter into a totally non-transparent transaction with anybody you want. That's fine as long as there were steps in place that allowed that transaction to be entered into with open eyes as opposed to doing nothing and just accepting statements or accepting propositions from your contracting parties that this was all okay, that this is fine, don't worry about it and don't bother to police us, don't bother to audit us. I mean, another point I'd make on that, Tom, that has sort of surprised us in this three year period that we've been involved in is how few times an advertiser actually audits its agency. Even though the contract often provides for audit rights, they are exercised as an exception, not as a rule. So what we've seen in some instances coming into advertisers and advising them in this area, when we asked "Have you done any previous audits?", the answers we get are numerous. One will be yes, and here's what so-and-so did for us outside a nice robust audit by the usual suspects. That's the least common answer. The next level answer is of course we do, we audit our agency, then they do it internally, and basically, that amounts to really comparing invoices to plans and is a very shallow audit to put it mildly. It doesn't get into any of the issues that really ought to be looked at. And in the third one, which is just as prevalent as the second one is we don't do one, we haven't done it. We trust our agency. We are partners. We've worked together with them for the last 10 years and we have no reason to disrupt the relationship and cause this kind of angst that an audit would cause. The reality is that every one of those agencies, for the most part that they deal with are dealing with that angst with other clients. So it's not as if they don't expect that kind of thing and don't know how to deal with it or don't necessarily feel uncomfortable when they are audited. But for the most part, the, the partnership sort of relationship often prevents the marketing group from wanting to disrupt that relationship.
Tom Denford:
15:22
Because it looks like an aggressive move? Is that why you think that they are just the cautious of creating accusation within a healthy relationship?
Doug Wood:
15:29
Exactly. It would be like after 20 years of marriage asking for a prenup, it would be a little bit late.
Tom Denford:
15:34
What in your mind goes into a great agency contract?
Doug Wood:
15:42
It's awareness. Okay. As a lawyer in the business, you can do whatever business deal you want to do. I don't care. It's not my decision to tell you how you should behave from a business standpoint, but it is my obligation as a lawyer to make sure that you see every issue that's on the table so that you can make an informed decision about each of them. The ANA provided that guideline in a number of ways through various reports and templates of that nature. Ultimately what brands need to do and the legal staff within the brands needs to communicate to the marketing and compliance folks and audit folks is here's all of the issues that exist. The agency's not going to agree to all of this. I mean, for example, we wrote the template, the media buying template contract for the ANA. I've said many times, if I ever hired an agency and they just looked at it and said this fine and signed, I wouldn't trust that agency as far as I could throw them because there are issues in that contract that are there that are certainly one-sided to the brand by purpose so that the discussion is had so that the advertiser knows when is it, when it is entering into a transaction that might have some transparency, might not have, might have not have transparency across the board. It's exactly where everything sits so that nobody's surprised later on and by doing so then you have more than complied with any legal obligations you might have vis-a-vis the shareholders or otherwise, so it's just making sure that decisions are made transparently. Not that the decision is for transparency itself, but the decision itself is transparent in a sense that is considers as all the things that are out there.
Tom Denford:
17:28
That's good. We strongly advocate the use of the ANA template. I think it's still available on the ANA website. I think. It was based, I think originally from the ISBA version or inspired somewhat by ISBA the UK trade body that had created a template. We'd helped in drafting that one, so we're quite familiar with the structure of that and some of the guidance notes around it. I think it's a hugely valuable asset and we encourage all advertisers to do it. In fact, increasingly it's the first thing that they say is "Well we want to put this in place. Can you help us understand how it works?" So that's great progress. When advertisers started coming to you after that ANA transparency report, what was your advice to them?
Doug Wood:
18:15
In 2016 all the contracts that were in existence at that moment either were good or bad or indifferent, they may have addressed it, they may not have addressed it. There was no sort of standard in place at that point in time. So a lot of our advice early on in 2016 when this really hit the fan was to look at existing contracts, see where the provisions were, what might be addressed that could be addressed, you know, vis-a-vis the relationship with the, with the agency, what couldn't, where their infirmities were, that that whole process takes time to get them together, to even find the contracts, let alone a signed one and then to determine just what should happen. So the first year or so it was more a matter of doing the due diligence of finding out what is the nature of this issue from a marketing standpoint, as these contracts during that time period matured to where they needed to be renewed. Then we started seeing RFPs coming out and these RFPs began to slowly but surely, on the astute advertisers, incorporate the template into the RFP, where you had the most leverage or the most ability to extract a reasonable response from the agency was in the RFP stage. So we began to see a little over a year or so into the process, the increasing use of the RFP as a mechanism to also supplement the contracts and to be an integral part of the negotiations that then then kind of moved forward to where we are today, where many contracts have been renegotiated. The ones who were renegotiated early on are not as progressive as the ones who were more recently. This is what we call in the United States 'small ball' where you're gonna win the game by hitting singles, not home runs and eventually you prevail in a lot of what you want to accomplish. Now we're seeing that the best practice today is to issue your RFP, you include the template in the RFP, you include the new template on the confidentiality agreement between the auditors and the agency and you require in connection with that RFP that any response include responses with respect to both those documents. And that those responses cannot be simple red lines. They can be red line, you can object to anything you want to object to, but it must, must be accompanied with an explanation as to why that provision has been changed and if it has been changed an alternative to it if you have any alternative to offer. That is the state of the art, if you're going to do these deals today. So that's the part I'm into, as a lawyer who does the deals. The other side of the equation are the lawyers who are trying to look at the busted deals and look at audits and determine whether or not there might be issues for claims with respect to the past practices of agencies. That's also a very active area in the marketplace and while I don't do the litigation I have partners who do and partners who assert those kinds of things. So that is another area that is beginning to mature more. Unlike transactional work, which if you called me tomorrow and wanted to do a deal, we can do a deal in a week, a month or whatever. Litigation takes a lot longer. So there's a lag time. So it doesn't surprise me that there's been so little actual public litigation. There have been private claims certainly made and settlements have been made but that process takes longer than the transactional process simply because of the nature of the beast and the way litigation works.
Tom Denford:
22:03
You mentioned the FBI investigation, which has been somewhat publicized and they think there's a couple of brands that have been subpoenaed for information and a couple of agencies had been subpoenaed for information. That seems to have gone a bit quiet, now I've said that it'll probably all kick off again tomorrow. What's the status of that do you think? Is that going to trigger more advertiser reaction?
Doug Wood:
22:24
Best advice I give folks on that is that no news is no news. I mean, don't assume that the FBI, because they might be quiet, is not doing anything. The FBI operates in a single way, methodical, they're slow and they're methodical and they work. No one rushes the FBI. I've been doing this long enough to know that that taking any confidence in silence is a mistake. We do know some things about what the FBI is doing and not firsthand. This is from press reports, from people we talked to and the like. They most certainly have empanelled the Grand Jury and they have asked the Grand Jury to issue subpoenas. We have seen in the press some of the folks who have allegedly received these subpoenas, that generally speaking is the process the FBI goes through as the last step before they decide whether they're going to indict or not indict. Now that process can go on for quite some time. I mean, they can go on for years and depending upon the circumstances and the complexities of the case. The fact that the Department of Justice empanelled a Grand Jury indicates that it's a serious endeavor. So no one should think that it's not something that's being seriously considered or looked at. Now, it could go either way. The resolution could be the FBI says there's nothing here, or the conclusion could be that the FBI indict somebody we don't know and no one should really speculate which way that'll go because there's no foundation to speculate that way, but what we do know is regardless of which direction it will go, it will be a pivotal moment. If the FBI closes its investigation, that will be a message to the community that this is a civil contractual issue for you to resolve. It's your problem, not our problem. It doesn't rise to any criminal activity, so therefore we leave your problems to you. It doesn't mean the problems go away. It just means that they don't have the cloud of a criminality above them. So that could be business as usual in that sense. So no one is under any pressure to really change their ways beyond what we mentioned earlier about financial obligations. If, on the other hand, the FBI issues an indictment or gets a plea bargain with anybody in the system, then all hell breaks loose. Then there is going to be a sea change in the marketplace where advertisers who appear to have not taking a serious look at this will for the most part be compelled to do so because they may in fact be victims in the process. Media companies, media owners may have to take a more serious look at this. Media agencies both independent and publicly held, they're going to have to take a much more serious look at this. This is no longer going to be something that can be quietly settled or quietly resolved. A criminal indictment and criminal pleas change the equation completely in a marketplace. So, one of those two are going to happen. Or in theory this could just linger on and the FBI could continue this investigation until the cows come home and no one knows what goes on. And that's probably the worst place to be because people start speculating and it's not a good thing to do.
Tom Denford:
25:34
I think advertisers are waiting to see. But as you said, if you're waiting on the FBI, you could be waiting some time. You've got to crack on look at the contract, see what you can do in the short term. You're listening to #MediaSnack Meets you can get the show notes for this episode at www.mediasnackpodcast.com including a full transcript. So Doug, I want to put you in the shoes of a marketer. So if you were a new incoming CMO to a large, multibillion dollar advertiser, there's lots of things that you could do with that, but where it pertains to the law, what should a CMO be doing? What would you do?
Doug Wood:
26:16
The first thing I'd probably do is put the account up for review, not because I would necessarily change, but I'd want to rustle it up a little bit so that the people who are involved in ultimately looking at all these issues are alerted so that people's antennas are up. Then I would turn to procurement, I would turn to legal, I would turn to finance. I would start to try to gather in the data that I knew, but I want to do it in an atmosphere that might be a little provocative because I find that when provocative situations exist, people tend to talk more and they volunteer more and you learn more. So that may be a bit of an aggressive way of approaching the problem, but that's what I would do. Then I would ask the agency, the agency of record, the agency I had to come in with their folks on their opposite sides of their different departments, their CFOs, their procurement, their compliance whatever it is. Let's just have a nice little meeting, maybe an offsite and go through these things and just get a checklist and ask "What do you do in this area? What are you doing in this area? How are you transparent here? What are you doing with respect to the KPIs that we had?" I would just have a meeting of the minds and be able to assess at that point just who am I dealing with and how, how does this structure work? I'm new so I don't know, right? I just inherited this relationship. Then maybe that resolves the whole thing and we kiss and we're friends again and we make revisions to behavior if we need to or maybe we continue the way we are, who knows? But if I then made the decision to issue the RFP, I go back to what I talked about a little earlier and that would be a very robust RFP that also addresses the far more important business issues. I mean the RFP should never be led by lawyers. They need to be led by the business people because that's what you're in the community for the conduct business to increase sales and whatever it is. Those should be the most important things in the process. Secondarily, should be the compliance side of it, so that you don't get haunted later on because you miss something important in the boiler plate, if you will, of business relationships. That can be solved a lot in the beginning of that relationship by simply putting it in the proposition. It's not going to go to the creative director at the agency. It's going to go to their counterpart, your counterpart at the brand, and they have every reason why they can respond accordingly. Ultimately through that process, you're going to come up with as transparent and as fair a contract as one could have, depending upon the respective clout. I mean, if you're a much smaller brand, you're not going to get as much. If you're spending $1 billion, you're going to get a lot. That process will ensure that you've done all your due diligence, they've been treated fairly because they are being given an opportunity to talk to you and tell you what their concerns are because they have a right to earn a profit as much as anybody else does. Then it creates the kind of trust relationship that ultimately used to be the case. When I started out in this business, I don't mean this to sound like an old fart even though I probably am, when I started out in his business, agency contracts were a letter, a three page letter. That was it and I got 15%, I got 17.65% on mark up, I did all your media planning you covered me for content and we're happy as clams and it worked. It just worked and no one got upset. If something got preempted, it was a make-good. If something else happened, if there was a mistake in the advertising, you could change it and things could be resolved. Nothing was really all that difficult to do. Today it's almost as if a CMOs needs to have a law degree in addition to his marketing degree and that's insane. But that's ultimately how complicated this whole process has become. Today's CMO needs to have a law degree, a technology degree, a marketing degree, has to be a computer programmer. They have to be a seer in seeing into the future. I mean there's so much that they have to know today that it is incredibly difficult. It's a totally different landscape.
Tom Denford:
30:09
I love that advice because it's honestly not what I would expect. Perhaps people would not expect a lawyer's perspective to be. because I think the assumption, and maybe this goes back to the reticence of the marketer or the advertiser to step into these challenges with their agencies, it looks like a move of aggression. You can perhaps assume that the lawyer's perspective is to be in the middle of that and to be the aggressor. Your suggestion is that we come to the table and it's a question of aligning priorities and giving the incumbent agency the opportunity to address the questions.
Doug Wood:
30:43
Totally. I was given great advice by a law professor where he stood before our class and he looked at us all and he said, "Okay, you're in a conference room and you're sitting on one side of the table with the person you're representing. On the other side of the table is the other lawyer with the person they're representing and you're doing a contract. How many clients are in the room?" And we all looked at him, like what are you talking about? Someone said, "Well, there's one because it's only mine. That's the only one I care about". And he says "No, wrong". So another person says, "Well, there's two because two people either side of the table". He goes "Wrong, there are three. There is your client. That client and the other client is the deal. The only reason they're sitting at that table is to do a deal and if you don't recognize that that's your function as much as anything else to find a way to do the deal. You haven't represented your client at all." So there's three clients in a room. So in this instance when you've got the agency on one side of the table, the brand and the other side of the table, they're there for one reason to figure out how to do a deal. If lawyers get obstinate about that and they pound the table about the rights of their clients and they act like the stereotypical lawyer that you see on television or that you may have encountered in your life, that's not going to get the job done. So ultimately that's the dynamic that I think good lawyers try to bring to the table.
Tom Denford:
31:58
Good. So I want to move away from the law for a second. Two particular things, which are kind of little side-hustles for you, and I don't know how little they are. One of one of them, which I want to touch on first. As a result of your General Counsel relationship with the ANA, you and your firm, Reed Smith, have partnered with the ANA to create this consortium called the Trust Consortium, which I was very delighted to be invited to be a member of and you hosted a Trust Summit in this building. We're in Reed Smith's building on Lexington Avenue. Tell me about the Trust Consortium and how did that come about? What inspired the need for that kind of action?
Doug Wood:
32:37
We've now been at this three years, the fight, so to speak, the grand battle of transparency. And as I said earlier, we've made some progress, but for many, many brands, they're not aware of the issues and we're not certain what progress, if any has been made in the bigger marketplace and we're frustrated, you know, there's been a clear matter of delay, denial, disguise whatever you want to call it, there's been a lot of recriminations made, a lot of accusations made and it's time to end that. The key factor in moving forward is growth, building growth. For, for everyone, particularly for brands. If you have growth in brands, you have growth in the rest of the ecosystem. This distrust that has grown over the years is not contributing to growth. So the idea was to say, let's get everybody, let's try one more time to get everybody together and by everybody we didn't mean just the advertisers and the agencies. We mean all the supply chain, the publishers, the DSPs, the SSPs, the consultants, everybody into a room for an adult conversation where we can be honest with each other without the press and try to find what we can agree on. Let's find out what we can agree on and then maybe we can sort of make advances in that respect moving forward. To the extent there's things we cannot agree on, let's at least identify what they are and inform one another about the concerns behind each of those and then hopefully over time find a solution there as well. But to try to get back to the Halcyon days of when there was a partnership between an ad agency and a media buying agency and the brand and it was a codependent relationship. We'd like to get back to that. The Trust Consortium is an effort to try to take that with an open tent. Anybody can be in it, anybody can contribute to it and to see where we can go with that. So it's a grand experiment in terms of finding whether or not we can get to love each other again.
Tom Denford:
34:35
I love it. I'm looking forward to the next one, what's coming up next on the agenda?
Doug Wood:
34:38
We have the next Trust Summit, we had one in May, we have another one on October 15th here in New York. We're going to take the next step towards the evolution of this. The first step was to recognize the problems that existed, the issues and we kind of all knew what they were, there's nothing new about them. They've been in the press for a long time and had been reflected in the surveys that the ANA has done and that ID Comms has done. So that was the first Summit, to put that perspective. The idea of this Summit is okay now that we sort of done that, let's start talking about the tools to fix it.
Tom Denford:
35:18
And ANA members can sign up for that?
Doug Wood:
35:21
ANA members, they'd just go to the website, on the ANA website and look for the one day conferences under events anyone can sign up to attend. We hope and we have had some good responses from agencies and from consultants that we've been lucky enough and blessed enough to work with over the last three years and we're hoping to get some publishers and maybe some DSPs and SSPs. We want to just sort of open this up and really have a dialogue.
Tom Denford:
35:48
Thank you for continuing to push this. I'm sure it's a drain on your time, your busy, expensive time as as a lawyer. So I appreciate that. So your other side hustle I want to touch on before we finish up.
Doug Wood:
35:59
This one's really hustle. Go ahead.
Tom Denford:
36:00
This is a real hustle. I think my original question to you was "Are you a writer who pays the bills through doing law or are you a lawyer with an obsessive addiction to writing?" You are prolific writer. How many books have you put out?
Doug Wood:
36:14
Seven.
Tom Denford:
36:14
Every time I see you, you've got another one and I've got the new one here. So this is 'Dark Data: Control, Alt, Delete'. This is a fictional novel, but quite a scary reality.
Doug Wood:
36:24
It is a genre they're talking about now that they use the word 'techno thriller' and it's basically a thriller, like any other thriller out there except it's got a technology spin to it. To answer your question, it's a sickness. Anybody in creative writing and it's anybody. I mean I've known some of the most wonderful creative writers in my career than anybody could possibly imagine the true Madmen, back in the day. It's a passion you have. It's cathartic. You need to do it and you can't stop doing it. In my case, I really sort of got the bug around 10 years or so ago. I had toyed with it for some time, but then I went full full into it about 10 years ago and every spare moment I have, I'm trying to figure out what I'm gonna write next. When I finish a book, I go into a, a funk of fear that I'm not going to come up with another topic but you know, usually comes out eventually. So far so good anyway. From a lawyer standpoint, I'm obviously a researcher by trade, so books like 'Dark Data' and some of the other books I've written require a good deal of research and I enjoy doing that to craft a story. In 'Dark Data' there was a video that was allegedly leaked from Google called 'The Selfish Ledger'. If any of your listeners want to get a sense of the underpinning of the fears behind this book address, just Google 'The Selfish Ledger' and watch the video, it is maybe five, six minutes long. That talks about the ability to, in an innocent way and productive way, to inform and influence and manipulate consumer behavior. There's nothing evil about 'The Selfish Ledger' as it's broadcast or as in the video. But it got me to thinking that when we think about the addiction today to social media and all things digital, we can't go back anymore. We're totally addicted to it. The idea that we could live without Google, without Facebook, without Instagram, without searches, without Open Table, without all these things you can't think that your life can be that way. So what this book is about is the worst case scenario of 'The Selfish Ledger'. When I write my novels, I try to write a novel that is at least plausible that leaves the reader thinking, I hope this isn't real, but it could be real time will tell whether I've accomplished that in 'Dark Data'. But one reviewer said, "Be aware when you read this book, you may not ever have another sleep-full night".
Tom Denford:
39:02
Good. Well on that happy note, thank you Doug. I look forward to that. I will read that. I'm sure available where all good books are sold. So we'll check that out. We'll link to that in the show notes. You can see that at www.mediasnackpodcast.com. So let's just end on an optimistic note perhaps looking ahead a year from now, going back to the real world of contracts and trust and transparency and marketers challenges. What do you hope, what actions do you hope that marketers or advertisers are taking for the next year?
Doug Wood:
39:34
I think the desire is there to put this past angst behind us and to find a way to address these issues in a productive, collaborative fashion. I think the desire is there. I think the need is there because the alternative is not a good one. Whether it's the FBI, whether it's a loss of trust, whether it's never ending audits. I mean, the alternative is not an attractive one. So both the desire and the need are there. My experience is that when you have those two together, ultimately reasonable people can accomplish what they're trying to accomplish.
Tom Denford:
40:15
Doug Wood, Partner at Reed Smith. Thank you.
Doug Wood:
40:18
My pleasure, thanks.
Tom Denford:
40:21
Who would you like to meet on future episodes? Please let us know at www.mediasnackpodcast.com where you will also find previous guests, including leading media executives from companies like P&G, L'Oreal, Mars and many more plus some of the industry's, most provocative thought leaders, people like Professor Mark Ritson and Gary Vaynerchuk. You can subscribe to get new episodes each week, and if you liked this episode and you think somebody else would, then please do share it. Thank you so much for listening.
Introduction
Welcome Doug
What does an advertising lawyer do?
How advertisers respond to 2016 ANA reporting
Who in a corporation cares about transparency?
What goes into a great media contract?
How to implement the ANA contract template
What are we learning from the FBI investigation?
What would Doug do as a new CMO?
There are three parties in a contract
Hope for the future
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