oving swiftly to follow a federal judge's order, Microsoft announced yesterday that it had appointed a three-member committee of its board to make sure the company carries out court-ordered antitrust rules.
The compliance committee will be led by James I. Cash, a professor at the Harvard Business School who joined the Microsoft board last year. The other two members of the board committee are Raymond Gilmartin, chairman and chief executive of Merck, and Ann McLaughlin Korologos, a former secretary of labor during the Reagan administration.
Microsoft won a significant victory a week ago in its long-running antitrust case when a federal judge approved most of the Bush administration's settlement with the company, a settlement joined by nine states who had also sued Microsoft. In doing so, Judge Colleen Kollar-Kotelly rejected a call from nine dissenting states for stronger sanctions against Microsoft.
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Yet Judge Kollar-Kotelly did alter the government's settlement proposal in places. One change was to replace a proposed three-member committee of technical experts, who were supposed to oversee compliance, insisting that the oversight group be outside members of the Microsoft board instead.
With that change, Judge Kollar-Kotelly placed the responsibility for carrying out the consent decree squarely on the shoulders of the board. She gave Microsoft one month from Nov. 1, when she issued her ruling, to establish the committee.
Microsoft took only a week. The company's swift move to comply, legal experts said, may well be intended to send a message to the court and to the dissenting states, who are weighing whether to appeal Judge Kollar-Kotelly's decision.
"Microsoft won a huge victory, and it wants to do everything it can to show it is complying promptly and completely to retain her confidence," said Andrew I. Gavil, a professor at the Howard University law school.
Judge Kollar-Kotelly will have continuing jurisdiction over compliance with the consent decree, whose provisions remain in force for five years. The decree requires Microsoft to share some technical information with industry partners and rivals, and to make sure its contracts and corporate behavior do not stifle competition.
In a statement yesterday, Mr. Cash said his committee "will take its responsibilities very seriously, and is committed to meeting the obligations" in the decree. And Bill Gates, the Microsoft chairman, said: "Microsoft has moved rapidly to fulfill our responsibilities here. We recognize that we will be closely scrutinized by the government and our competitors. We will devote all the time, energy and resources needed to meet our new obligations."