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The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.

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Program Materials

Negotiating Letters of Intent: Preparing the Internal Deal Team to Get the Deal and Avoid the Traps

By Timothy Brown
Scott Burton
Greg Olson
Rocco Testani

Parties often use letters of intent at the start of a merger and acquisition (M&A) deal to outline material terms and establish negotiation parameters. Letters of intent can reduce the time and expense of finalizing a transaction but often have unintended consequences. A major risk of entering a letter of intent is that the document will later be declared binding, even though the parties intended it to be preliminary and non-binding, thus resulting in unsatisfactory or incomplete deal terms. Letters of intent need to be carefully crafted to ensure that the parties’ intent is truly documented and a map to the final deal is determined. The panel of internal and outside M&A attorneys will (1) review the latest legal developments regarding letters of intent, (2) provide best practices for parties negotiating preliminary terms, and (3) discuss proven ways to engage management and internal development teams to maximize the benefit of such letters.

Program Materials

ACC Chair's Choice: A View from the Frontlines

Hear the latest news and views from current and former ACC leaders about life in the legal industry from the corporate and government perspective. First off, learn firsthand what it’s like to move from being the general counsel of a large corporation to general counsel of one of the largest US government agencies, the Department of Homeland Security. What leadership lessons are transferable from the private sector to the public sector, and how does one successfully navigate the maze "inside the Beltway"? What are the daily challenges, trials and tribulations involved in overseeing over 1,700 attorneys? Next up, participate in an interactive town hall discussion on current events affecting your work today. Key discussion points will touch on cyber-security, disaster preparedness and crisis management, immigration reform, and financial reform. What’s the hot topic of the moment? Who knows, anything could happen.

Program Materials

Making it to GC

By William H. Hines, Susanna McDonald, Frederick Stein

Gain the know-how and skills to climb that ladder! Join us for lunch on Monday to discuss the findings of ACC's 2013 CLO Survey and learn how you can use these findings to advance your own career. The conversation will include a snapshot of GCs today, what's most important to them, what's keeping them up at night, and what you can garner from this information to provide yourself with the experiences and skills necessary to be a successful GC of the future. Join the discussion and get a jump on your career.

Program Materials

How to Counsel Your Nonprofit Clients to Adequately Balance Mission with Business and Legal Implications

By Samuel David Cheris, Sara Hall, and Timothy Phillips

This program identifies key considerations for providing legal advice to business clients in nonprofit organizations. It is important for business clients to understand that a not-for-profit designation does not mean that the organization should behave differently than a for-profit company. Additionally, when counseling business clients, in-house attorneys may need to assist them in seeing the "little" picture. Areas covered will include: risks associated with receipt of donated goods, services and real estate; conducting due diligence analysis of vendors/suppliers; brand/intellectual property protection; and costs and risks associated with new ventures or risky activities.

Program Materials

Legal Operations Role and Structure

By Elizabeth Jaworski, David Cambria, Stephanie Corey and Aaron Katzel

This course material helps define legal operations, as well as its application, history, roles and many different forms.

Articles

General Counsel Bonus Structure

This Wisdom of the Crowd, compiled from questions and responses posted on various ACC Committee eGroups, addresses the issues of establishing a bonus program for General Counsel. The issues discussed include general counsel hourly compensation arrangements, bonus structures, and bonus program metrics.

Articles

The 15 Most Common Nonprofit Bylaw Pitfalls: How to Avoid the Traps

By Jeffrey S. Tenenbaum, Esq. and Kristalyn J. Loson, Esq.

Although it might not be the document most commonly on the minds of nonprofit directors, officers or staff, bylaws form the backbone of governance for nonprofit organizations; they are a very important document. This article covers some of the most important things to remember when drafting bylaws.

Articles

Effective Negotiation Strategies and Preparation

By Jessica Long, Law Clerk, Association of Corporate Counsel

In this Quick Overview, learn about the advantages and disadvantages of different types of negotiating formats, negotiating styles and preparation strategies.

Articles

Top Ten Risk Allocation Pitfalls to Avoid

By By Lisa Temple, editor, Practical Law Commercial

Contractual risk allocation tools are powerful, and therefore commonly subject to negotiation and litigation. However, counsel often overlooks or misjudges the provisions' complexities and impacts. Therefore, parties commonly find themselves facing more liability than they thought they bargained for. This article gives ten key tips to avoid common risk allocation drafting pitfalls and achieve legal and business objectives.

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