Resource Library

Courts and administrative agencies, including the US National Labor Relations Board, are expanding the definition of “employer” to allow liability for employment obligations to cross corporate lines. Various legal theories, including joint employer, single employer, and alter-ego theories, are being used to treat nominally separate corporate entities as one employer for liability purposes. The result of this definitional expansion is that affiliated companies are being found liable for labor and employment law violations of subsidiary or sister companies, including violations of the Worker Adjustment and Retraining Notification, Employee Retirement Income Security Act, wage and hour, discrimination, and whistleblower laws, among others. Many corporate structure forms are put at risk, including holding and operating companies, parent-subsidiary relationships, private equity management-portfolio company relationships, general and limited partnerships, independent contractor relationships, and joint ventures. This session will address the factual and legal bases for disregarding corporate separateness in the labor and employment law setting and suggest practical strategies to minimize or avoid liability.

Securities regulators in the United States, United Kingdom, and Canada are reviewing and making new changes to policies and rules relating to whistleblowing. This panel will review key changes to whistleblower policies implemented by the US Securities and Exchange Commission, UK Financial Conduct Authority, and Canadian provincial securities regulators. Attendees will also receive practical advice on how in-house counsel can protect their corporations and ensure that they are in compliance with changing whistleblower policies.

The over-retention of information is the No. 1 information governance challenge companies face. Keeping too much information needlessly drives up discovery costs and creates unnecessary risk of a data breach. But why is it so difficult to hit the delete button? How do companies and in-house counsel get comfortable actually deleting information? This session will discuss how in-house counsel can lead an initiative to reduce the amount of data their companies retain by 50 percent or more. The panel will lead a non-technical discussion on who should be involved, what existing IT resources are required, decision points, and, most important, results.

No longer is the annual report a dry recitation of financial figures. Increasingly, Securities and Exchange Commission (SEC) filings have become a canvas for broad, aspirational statements on corporate environmental and social practices. Publicly traded companies now face overlapping and sometimes conflicting demands for transparency from the SEC, activist shareholders, customers, and non–governmental organizations on subjects as disparate as conflict minerals, climate change, material environmental liabilities, and social mandates. These disclosures, which inevitably carry some degree of subjectivity, are fraught with obvious risks, including SEC enforcement actions, shareholder lawsuits and civil litigation based on consumer deception or false advertising claims. This program will provide corporate counsel with tips and case studies for working with their corporate colleagues and outside auditors to obtain information critical to making accurate and defensible disclosures that will highlight company accomplishments without creating unnecessary litigation or enforcement risk.

Learn what’s new in the realm of executive compensation and how to advise your board and company executives to prevent surprises. Discuss pay for performance, performance metrics and pay ratios. Share best practices for conducting a comprehensive, cross-functional “Say on Pay” shareholder engagement strategy. Examine the role that governance attorneys play (or should play) in executive compensation. Explore recent trends in executive compensation disclosure.

Legal Technology Survey Summary Results

Your company wants to expand internationally, but you know almost nothing about doing business in other countries. If your company is too small for an international office, what do you do if you just want to experiment and see whether you can generate revenue? Should you use independent contractors? Outsource? Hire employees? While you may not be able to learn all the laws of different countries, you can learn to identify key considerations for your clients and make solid business arguments for legal compliance. Learn about issues that should be considered and gather information for some specific jurisdictions.

Companies must compete globally today, and international joint ventures (IJV) or consortium agreements (project joint ventures, PJVs) are a complex and necessary part of this business. They aid companies in forming strategic alliances that allow them to gain access to a partner’ s essential local markets, resources, expertise and technology. They also bring substantial risk, including significant economic and compliance risk. This session will prepare in-house counsel to advise on the pros and cons of JVs and PJVs, including geographic, cultural, economic and compliance considerations, and review the basic elements of JV and consortium agreements with an eye to maximizing the value and mitigating the risks. Panelists will cite real-life examples to illustrate how to structure, negotiate and manage these types of agreements for international projects.

This panel will explore the emerging issues corporate boards are facing. This innovative program, presented by the National Association of Corporate Directors, will feature independent, non-executive directors of private and Fortune 500 companies. We will discover how the board is grappling with hot issues such as succession planning, board and management dynamics, strategy, performance, risk oversight, shareholder activism, innovation, and competitive disruption. The panelists will provide advice on how the general counsel's office can equip the board to stay ahead of the curve and provide effective oversight with the most cutting-edge governance practices.

Third-party litigation financing is on the rise. Such financing presents new issues and challenges for in-house counsel. This panel discussion will offer information on third-party financing in the United States and in other jurisdictions (e.g., Hong Kong), including both regulation of the industry and how such financing should affect a litigant's approach with respect to settlement considerations, discovery, and dispute resolution strategy.