Kings Park, New York 11754

Senator John Flanagan

The New York State Senate March 5, 2009

Albany, New York

John Mancini

Managing Editor- Newsday

Re: Forchelli, Curto, Crowe, Deegan, Schwartz, Mineo & Cohn, LLP., Senator John Flanagan, Cablevision & Newsday

Gentlemen:

Matter of Cablevision Systems Corporation Shareholder Litigation ( 21 Misc.3d 419 (Sup. Ct. Nassau Cty. 2008) involved an application for $29.25 million in attorney fees in a shareholder fight against the Dolans over Cablevision. I happened to notice that Cablevision was represented in this fee proceeding by the law firm of Forchelli, Curto, Crowe, Deegan, Schwartz, Mineo & Cohn, LLP. (21 Misc.3d at 420). Senator Flanagan, you have been “Of Counsel” to this law firm since you first arrived in the New York Senate. As of this date Cablevision is listed as one of the firm’s clients. You have declined to disclose the nature and extent – if any – of your legal or other work for this law firm or the amount of compensation you receive from it. Is Cablevision’s lobbying firm in Albany your law firm? Yes or no?

Mr. Mancini, Cablevision owns Newsday. Where is the proverbial six degrees of separation? How is it that there has never been anything written about Flanagan in Newsday save what he gives to it via a phone call or fax to an editor at Newsday or a press release to a reporter? Are reporters free to cover Flanagan in the best interests of the community he serves? Should the public be made aware by Newsday that Flanagan’s law firm represents Cablevision which own Newsday and that Flanagan is compensated by that law firm? Can you, your reporters and columnists continue to write about the doings and ethics of others with a straight face? Should there not be comprehensive disclosure? FOX NEWS always makes such and similar disclosures to the point of absurdity – but it does it.

I cannot speak for the olfactory sense of either of you but there seems to be an odor to this arrangement. Please enjoy the abbreviated saga of the Dolans trying to rip off unaffiliated shareholders of cablevision as per the court’s opinion.

______________________________

Cablevision was founded by Charles Dolan in the 1970’s. It has grown into one of the nation’s leading telecommunications companies. In June 2005 the Dolan family wanted to take Cablevision private by offering its nonaffiliated shareholders $21 per share. As usual, the Dolans were trying to pull a fast one. Several shareholder derivative suits ensued. A special transaction committee concluded that Cablevision was worth considerably more than $21 per share. In October 2005 the Dolans withdrew their proposal. At the same time the Dolans recommended that a special dividend of $3 billion payable pro rata to all shareholders. This proposal sparked other suits in November 2005 alleging breach of fiduciary duty and corporate waste. The suits were settled with a $10 per share dividend as part of it. The Dolans then offered $27 per share in October 2006. Another suit followed alleging that the controlling shareholders were involved in a scheme to acquire the minority shares for inadequate consideration and that the $10 dividend was used to finance the Dolan’s latest offer. In December 2006 Lehman Brothers and Morgan Stanley concluded that $27 per share appeared low. A “cost-of-capital” evaluation implied a value of $32 to $39 per share. “Minimum equity” implied $31 to $40 per share. “Leveraged buyout analysis” implied $39 to $44 per share. Another independent valuation based on “sum-of-the-parts” and “enterprise value” found Cablevision’s stock to be worth $35.19 to $43.44 per share. On January 12, 2007 the Dolans increased their offer to $30 per share, saying it was “the best and final price” and that then offer would terminate on the 17^th. The Dolans stressed that their offer was a premium of 25.4% over the trading price of the company’s Class A stock. The offer was rejected --- only a transaction which valued the stock in excess of $33 per share and provided unaffiliated stockholders with continuing participation in Cablevision would be acceptable. The Dolans declined. In April 2007 the unaffiliated stockholders’ special committee proposed $36 per share. In August and September derivative actions were commenced based on the backdating of options granted to officers and directors of Cablevision. As a result, the Dolans increased their offer to $36.26 per share. “The Dolans further agreed to guarantee the obligations of the acquisition… up to $300 million based on material breach under the merger agreement.” On October 24, 2007 a majority of Cablevision’s unaffiliated stockholders rejected the merger. They feared that the Dolans would be able to sell Cablevision a year or two later for a much higher price. The law firms that worked on the case on behalf of the unaffiliated shareholders submitted a bill for $29.25 million for services rendered. No good since there was no merger agreed to by the unaffiliated shareholders. At a hearing the court would allow the number of hours expended at an hourly rate, but not a “negotiated fee.”

The final figure is not known.

Yours truly,

Lawrence N. Gray, Esq.