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http://www.washingtonpost.com/wp-srv/WPlate/1999-03/31/186l-033199-idx.html

Microsoft, Regulators Begin Antitrust Settlement Talks
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By Rajiv Chandrasekaran
Washington Post Staff Writer
Wednesday, March 31, 1999; Page E03

After sparring for almost five months in a federal courtroom, lawyers
for
Microsoft Corp., the Justice Department and 19 states met for two
hours
yesterday evening to discuss the software giant's proposal to settle
government's antitrust lawsuit.

Officials on both sides declined to comment on the substance of talks.
One
source close to the case said last night that the lawyers plan to hold
another
meeting.

The talks got underway shortly after 5 p.m. at the Justice
Department's
headquarters in Washington when Microsoft's delegation, led by the
company's
general counsel, William H. Neukom, arrived at a side entrance in a
dark-blue
sedan. Neukom was joined by Richard J. Urowsky, one of the company's
outside attorneys, and Charles F. "Rick" Rule, a former Justice
Department
official who now is a legal adviser to the company.

Justice Department antitrust chief Joel I. Klein participated in at
least part of
yesterday's meeting. Also on the government side of the table was
trial attorney
David Boies, several senior Justice lawyers, and the attorneys general
of Iowa
and Connecticut.

Although the judge presiding over the case urged the two sides to
conduct
settlement talks while the trial is in a six-week recess, legal
experts say the
possibility is slim that the parties will find a middle ground. The
company's
four-page settlement proposal, delivered to the government last week,
largely
offered to amend provisions in contracts with Internet firms and
personal
computer makers that require them to distribute Microsoft products
almost
exclusively and prevent them from modifying Microsoft's dominant
Windows
operating system, according to sources familiar with the document.

The proposal also indicated that Microsoft would be willing to discuss
the
ways it shares details about new versions of Windows with other
divisions of
the company that develop software programs, such as word processors
and
spreadsheets, the sources said. Microsoft's competitors contend that
the
company shares technical details with its own programmers before it
provides
them to rivals, an allegation Microsoft has long disputed.

Government lawyers, who allege that Microsoft has used the market
clout of
Windows to bully and threaten competitors, contend that the company's
offer
does not go far enough in restoring competition and in preventing
Microsoft
from engaging in anti-competitive conduct in the future. California's
attorney
general, Bill Lockyer, last week called Microsoft's offer
"minimalist."

Should they win, the government lawyers likely would seek far stiffer
sanctions than Microsoft has indicated it would accept as part of a
settlement.
Among the sanctions being considered by the government are a breakup
of the
company and an order forcing Microsoft to auction to other firms the
secret
code that makes up Windows.

Microsoft officials, including chief executive Bill Gates, have said
they would
never agree to a forced sharing of Windows or a corporate breakup.
Gates has
said that any settlement must preserve the "integrity" of Windows and
permit
Microsoft to include whatever features it wants in the operating
system.

A settlement, however, could allow the government to obtain immediate
changes in Microsoft's business behavior. Any sanction imposed by a
judge
likely would be put on hold until it was reviewed by an appeals court,
a process
that could take several years.

� Copyright 1999 The Washington Post Company

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