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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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Articles
James Donnelly and Timothy Stutt, Herbert Smith Freehills
09/28/2020
4 pages

Environmental, social and governance (ESG) matters are of high importance during the pandemic. In this article, in-house counsel can learn more about how to spotlight these initiatives and shift these issue from a "compliance" issue to a "commercial issue" within their companies.

Resource Details
Region: Japan
Audience: Deputy GC, Mid-Career, New to In-House, CLO / GC
… legal due diligence, due diligence for ESG risks is a markedly different process. In general, ESG due … navigate this complex landscape, please visit our website. KEY CONTACTS If you have any questions, or would … – CORPORATE, TOKYO +81 3 5412 5485 Graeme.Preston@hsf.com TIMOTHY STUTT SENIOR ASSOCIATE, SYDNEY +61 2 9225 5794 …
Articles
Joshua H. Shields, Association of Corporate Counsel
09/01/2014
2 pages

Karen Wiwchar, the vice president of legal at H&R Block Canada, Inc., and the first president of ACC’s Alberta Chapter, is a lifelong resident of Calgary who wants to see her hometown shine. Besides a few years spent in neighboring Saskatchewan, where she earned her LLB (Canada’s equivalent to the JD) from the University of Saskatchewan, Wiwchar has been a fixture in “The Stampede City.”

Resource Details
Source: Resource Library
Region: Canada
… Inc., and the first president of ACC’s Alberta Chapter, is a lifelong resident of Calgary who wants to see her … the Prairie Province By Joshua H. Shields (j.shields@acc.com), ACC 8 CANADIAN BRIEFINGS SEPTEMBER 2014 © Association … is a global one. In-house counsel connect on both ACC’s website and through attendance at programming within the …
Articles
Carolyn Boyle
06/01/2013

This article discusses the judgments recently passed by several European courts in cases that involve age discrimination.

Resource Details
Source: Resource Library
Region: Austria, Denmark, European Union, Israel
… position. The court held that in cases where there is only one applicant for a role, or where only one candidate … to assess their situation against that of a hypothetical com- parator. In this case, it concluded, the plaintiff had … topics can be accessed at the International Law Office website by inputting the five-digit reference number at …
Articles
Mayer Brown LLP
03/08/2022
3 pages

Read about the implications of the crisis in Ukraine for contracts governed by English law, especially for clauses pertaining to force majeure, price escalation, material change, and sanctions. Learn key steps that companies can take to limit exposure.

Resource Details
Region: Global, Ukraine, United Kingdom, Russia
… without penalty.  However, the wording of these clauses is critical to understanding how contractual performa … Miles Robinson +44 20 3130 3974 miles.robinson@mayerbrown.com Mark Stefanini +44 20 3130 3704 mstefanini@mayerbrown.com … can be found in the Legal Notices section of our website. “Mayer Brown” and the Mayer Brown logo are the …
Articles
05/01/2017

As president of ACC Singapore, James Ford discusses how he became involved and how the chapter promotes meaningful connections to its members.

Resource Details
Source: ACC Docket
Region: Singapore
… faced the company in China during 2014. My current role is general counsel to GSK’s international pharmaceutical … benefit from the global resources available on the ACC website. In the last 12 months, we have held a couple of … on issues of human rights View the full agenda at www.acc.com/gcsummit. ACC GENERAL COUNSEL SUMMIT 2017 31 MAy – 2 JUNE …
Sample Forms, Policies, and Contracts
03/16/2017

This is a sample data map example showing data map system table fields.

… and Contracts Sample Data Map March 16, 2017 This is a sample data map example showing data map system table … Primer for In-house Counsel InfoPAK” available on the ACC website and additional white papers and articles at www.contoural.com . Contoural is the largest independent provider of …
Sample Forms, Policies, and Contracts
Ogletree, Deakins, Nash, Smoak & Stewart, P.C.
11/08/2023
3 pages

Sample agreement between a business and a celebrity or influencer hired to promote its products or services.

… Sample Forms, Policies, and Contracts Contractor Agreement for Promotional Services Author Ogletree, Deakins, Nash, … merely for informational purposes. No representation is made as to the enforceability of these forms in any … Donald Campbell Bulea, donald.bulea@ogletreedeakins.com mailto:donald.bulea@ogletreedeakins.com … Sample …
Articles
Jack Cai, Rhys McWhirter, Frankie Tam, Sam Chen, Kenny Tam, Jamie Leung, Philip Chow, and Jeff Tian (Eversheds Sutherland)
08/10/2023
5 pages

This article discusses the Cyberspace Administration of China's (“CAC”) May 30, 2023 release of the long-awaited “Guidelines for the Filing of Standard Contracts Regarding Export of Personal Information (First Edition).

The guidelines provide clarity for organizations that are looking to rely on Standard Contractual Clauses (SCCs) to transfer personal information collected in Mainland China (“PRC Data”) to an offshore recipient.

… Region: Hong Kong, China File eversheds-sutherland.com-How to file the Chinese SCCs.pdf (971.74 KB) Download … data from) outside Mainland China. Finally – the wait is over. On 30 May 2023 (just one day before the regulations … Please refer to the full terms and conditions on our website. Jack Cai Partner +86 21 6137 1007 +86 21 6137 1007 …
Program Materials
Demetrios Eleftheriou, Tim Fitzgerald, Fatima Khan, Alexandra Ross
10/17/2016

In this increasingly connected world, an international cyberattack is no longer a possibility but an inevitability. The difference between success and catastrophe in defending against international cyberattacks comes down to not just preventing them, but responding quickly and appropriately when one does occur. In-house counsel must be prepared to work with internal clients to anticipate potential consequences of an international cyberattack, mitigate the risks of an attack, and implement an agreed strategy that effectively deals with the business and legal risks. This session will give in-house counsel the tools to have constructive conversations with their company's business leaders and technical teams to ensure that their program for dealing with international cyberattacks fits the needs of the company and the customers it serves and addresses the company's legal obligations relating to the attack.

… increasingly connected world, an international cyberattack is no longer a possibility but an inevitability. The … leaders and technical teams to ensure that their program for dealing with international cyberattacks fits the needs of … our data or else we’re subject to a cyber attack.” Banking website uses browser fingerprinting or device fingerprinting …
Sample Forms, Policies, and Contracts
04/09/2016

This is a sample mutual non-disclosure agreement between two companies.

Resource Details
Source: Resource Library
Region: United States
… Between Two Companies - Sample April 9, 2016 This is a sample mutual non-disclosure agreement between two … 2] and Company are interested in entering into discussions for the purposes of evaluating a potential business … a general electronic or print media advertisements of or website postings of employment opportunities to which any …
Event
Start Date: 02/27/2025 | 12:00 PM

Anatomy of a Construction Loan: What You Need To Know To Protect Your Client (March 20)

Anatomy of a Construction Loan: What You Need To Know To Protect Your Client (March 20)
March 20, 2025 | 3:00 PM EDT
Mark Vitek (not verified)
March 20, 2025 | 4:00 PM EDT
Interactive

Construction loans have unique risks for both lenders and borrowers, especially in this volatile market. This Legal Update will focus on (1) how construction loans differ from traditional real estate financing for a performing asset, and (2) how lenders and borrowers hedge certain risks inherent in lending on an asset that is not yet cash flowing. Our panelists will discuss future advances, lien priority, balancing requirements, completion guarantees, carry guarantees, tender conditions and more, including some of the more material and highly negotiated provisions in construction loans.

Our three speakers today are Misty Sanford, Joseph Hernandez, and Lewis Goss II.

Misty Sanford is a partner in the Real Estate Department in Willkie’s Los Angeles office, where she serves as Chair, Real Estate – West Coast. Her sophisticated and broad-based real estate transactional practice involves all aspects of real estate, with an emphasis on loan workouts, public/private partnerships (PPPs), real estate financing (including CMBS), complex mixed-use developments, purchase and sale, joint ventures, environmental issues, land use, leasing and reciprocal easement agreements, which allows her to assist with the full lifecycle of real estate assets.

Joe Hernandez is a partner in the real estate department of the law firm of Bilzin Sumberg in Miami, Florida. Drawing on his prior experience as a banker and general counsel for a private equity firm, Joe counsels a variety of clients in negotiating and structuring complex commercial real estate transactions. He represents real estate developers, financial institutions, private equity firms, family offices and public entities in all phases of such transactions, with deals across the United States, Latin America and the Caribbean. He handles acquisitions, development, financing, leasing, joint ventures, and advises clients on raising capital for real estate projects. He also represents developers and investors in the area of condominium redevelopment, which oftentimes involves the bulk-acquisition of condominium units and the complex process of terminating an existing condominium.

Lewis Goss II is a partner in the Real Estate group of ArentFox Schiff in Washington, D.C. For 15 years, Lewis has represented banks, private debt and equity funds, insurance companies, and other institutional investors in a wide variety of commercial transactions, including: real estate acquisition, bridge, and construction financing; mezzanine, note-on-note, preferred equity, and other subordinate finance structures; syndications and intercreditor agreements; as well as loan restructuring, distressed assets, and workouts. Lewis has experience with both single-asset and large portfolio transactions with domestic and international borrowers and collateral. Additionally, Lewis represents developers and investors in their acquisitions, dispositions, and development of commercial real estate and infrastructure projects.

Join the Conversation:

REAL ESTATE NETWORK COMMUNITY 

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Non CLE or CPD
Elevate
Eastern Daylight Time
… & Registration … Construction loans have unique risks for both lenders and borrowers, especially in this volatile market. This Legal Update will focus on (1) … hedge certain risks inherent in lending on an asset that is not yet cash flowing. Our panelists will discuss future …
Sample Forms, Policies, and Contracts
10/30/2014

Selected cases and materials related to forum selection.

Resource Details
Source: Resource Library
Region: United States
… . … Fantasy Draft(ing) 2014: How to Win the Drafting Game for Miscellaneous Contract Provisions Selected Cases and … OPINION AND ORDER HAIGHT, District Judge: *1 This action is brought by plaintiffs Vasilios (“Billy”) and Maria … selection clause through a motion to dismiss. TradeComet.com LLC v. Google, Inc., 647 F.3d 472, 475 (2d Cir.2011) …
Advocacy Filings
Stephen J. Peters, Richard Winegardner and Marjorie H. Lawyer-Smith - Stewart & Irwin, P.C.
01/01/1998

A brief arguing that neither principles of agency law nor the rules authorizing attorneys to form professional corporations support a finding that a corporation engages in the unauthorized practice of law when it utilizes in-house counsel.

Resource Details
Source: Resource Library
Region: United States
… WHEN ONE OF ITS EMPLOYEES PRACTICES LAW. 1. A corporation is not engaged in the practice of law when its agent-employee … 4 Conn. Ins. L. J. 205 (1998) Edward Adams, 24% Less for Outside Lawyers, N.Y. L.J., Dec. 11, 1992, at 1 Grace M. … Washington, DC 20036-5425. 202/293-4103. webmistress@acca.com. © Copyright 1998 American Corporate Counsel Association. …
Articles
John K. Villa
05/20/2008

Inadvertent disclosure is a serious issue in the legal world. The recent amendments to legislation have made it important for lawyers to understand their new found responsibility and the rules regarding this matter. The Model Rules and Federal Discovery Rules aid counsel in understanding inadvertent disclosure, and what they should do if the problem arises.

… Author John K. Villa May 19, 2008 Inadvertent disclosure is a serious issue in the legal world. The recent amendments to legislation have made it important for lawyers to understand their new found responsibility and … published by aCC and West. he can be reached at jvilla@wc.com. Collateral ACC Docket 76 June 2008 Ethics & Privilege | …
Articles
U.S. Department of Justice
09/09/2015

This is a memorandum from the Deputy Attorney General concerning individual accountability for corporate wrongdoing.

Resource Details
Interest Area: Compliance and Ethics
Source: Resource Library
Region: United States
… Articles Individual Accountability for Corporate Wrongdoing Author U.S. Department of Justice September 9, 2015 This is a memorandum from the Deputy Attorney General concerning … tirelessly on corporate investigations, particularly in the aftermath of the financial crisis. One of the most …
Articles
John K. Villa
12/01/2007

Discusses what happens to the attorney-client privilege when the interest of a parent corporation and its affiliated companies diverge and ultimately become adverse, and provides useful guidance for corporate counsel representing corporate families.

Resource Details
Source: ACC Docket
Region: United States
… ultimately become adverse, and provides useful guidance for corporate counsel representing corporate families. … to say on “You are entering the twilight zone.” But there is a recent decision of the Third Circuit Court of Appeals … parent corporation relin- quishes control of an affiliated com- pany because of the latter’s insolvency and subsequent …
Articles
NACD
03/05/2013

The newest of NACD’s four advisory councils and the only one not specifically associated with a key board committee, the advisory council on risk oversight was formed to focus on emerging issues and leading practices for risk oversight.

Resource Details
Interest Area: Insurance
Source: Resource Library
Region: United States
… formed to focus on emerging issues and leading practices for risk oversight. Resource Details Interest Area: Insurance … DC 20006 202-775-0509 www.NACDonline.org Permission is hereby granted to download, store in machine readable form, and print this document provided …
… 15, 2013 Hon. Sidney H. Stein United States District Court for the Southern District of New York United States … Legal Value The Association of Corporate Counsel is a global bar association that promotes the common … ACC Value Challenge – About, available at http://www.acc.com/valuechallenge/about/index.cfm. 2 See ACC/The Wall Street …
Articles
Carol Ann Petren - executive vice president and general counsel, CIGNA Corporation
07/01/2007

An ACC interview with Carol Ann Petren, Executive Vice President and General Counsel of CIGNA. Hear Petren's views on opportunities for women to advance in the legal field, the importance of delegating work, and tips for organizing your legal department.

Resource Details
Source: ACC Docket
Region: United States
… Counsel of CIGNA. Hear Petren's views on opportunities for women to advance in the legal field, the importance of … and a multitude of client perspectives, she believes “it is important to avoid get- ting marred in unnecessary battles … Missouri, and counsel to the US House of representatives’ Com- mittee on Standards of official Conduct. Petren is a …
Articles
David Hall
03/01/1999

Food for thought for the cynical, calloused and stressed out.

Resource Details
Interest Area: Compliance and Ethics
Source: ACC Docket
Region: United States
… Articles Our Profession in Crisis: Reorienting Our Values Author David Hall March 1, 1999 Food for thought for the cynical, calloused and stressed out. … in Washington DC ARE GATHERED HERE because our profession is facing major crisis This crisis cannot be solved by new …
Advocacy Filings
08/01/2006

The inquiry asks whether an employer’s request that its in-house counsel execute restrictive covenants as a term and condition of employment violates the Rules of Professional Conduct.

Resource Details
Source: Resource Library
Region: United States
… on Professional Ethics, Opinion 708 Restrictive Covenants For In-House Counsel July 31, 2006 The inquiry asks whether … any person, firm business or corporation which (i) is a Competitor of [Employer] (as defined in paragraph 9 … Op. No. 2100, supra; Phila. Bar Ass’n, Prof. Guidance Com., Guidance Op. No. 96-5, supra; Wash. D.C. Bar Ass’n, Op. …
Program Materials
Scott Brown, Francis Buckley, Raquel Tamez, and Michael Zito
10/29/2013

One of the most uncomfortable discussions any in-house counsel will have is justifying to the CFO why large amounts of money were/are being spent for outside legal work, especially litigation spend. Law departments are still viewed as cost centers in most corporations. Pressure is greater than ever to defend return on investment for litigation spend. If the in-house counsel can''t quantify why amounts are being spent in litigation, he will have a difficult time becoming a valued business partner — or worse. This program will share best practices/metrics and look to ways the in-house counsel can quantify legal spend (particularly litigation spend) against the results from their outside counsel.

… uncomfortable discussions any in-house counsel will have is justifying to the CFO why large amounts of money were/are being spent for outside legal work, especially litigation spend. Law …  Legal  Resources  Department  at  legalresources@acc.com Tuesday, October 29 4:30 PM - 6:00 PM 803: Measuring the …
Articles
Sarah Motley Stone (Partner), Mark Henriques (Partner)
04/20/2023
5 pages

Womble Bond Dickinson hosted a panel discussion on the current challenges involving data retention and e-discovery. In particular, the session looked at employee use of personal devices for business purposes, as well as a growing trend by digital messaging platforms to automatically delete messages shortly after they are delivered. This article is taken from that panel discussion.

Resource Details
Interest Area: Compliance and Ethics
Region: United States
Audience: Mid-Career, New to In-House, Small Law Departments, Large Law Departments
… the session looked at employee use of personal devices for business purposes, as well as a growing trend by digital … messages shortly after they are delivered. This article is taken from that panel discussion. Resource Details … Member? Request a trial membership . … womblebonddickinson.com Womble Bond Dickinson hosted a panel discussion on the …
… Property File Open Source Software Policy Guidance for ACC (2022).pdf (198.56 KB) Download Save to My Resources … Pavento, Partner Introduction Open Source Software (OSS) is software that is freely available in source-code form for … https://www.mongodb.com/licensing/server-side-public-license …
Sample Forms, Policies, and Contracts
Venable LLP
03/11/2014

A Model Nonprofit Investment Policy that includes provisions for an investment committee, asset allocations, diversification, investment restrictions, and reporting.

Resource Details
Source: Resource Library
Region: United States
… Model Nonprofit Investment Policy that includes provisions for an investment committee, asset allocations, … policy issues. Investment Policies of XYZ Preamble It is the policy of the board to treat all assets of XYZ, … please contact Jeff Tenenbaum at jstenenbaum@venable.com or via telephone at 202-344-8138. … A Model Nonprofit …
Sample Forms, Policies, and Contracts
06/23/2023
102 pages

This is a sample stock purchase agreement.

Resource Details
Interest Area: Commercial and Contracts
Source: Resource Library
Region: United States
… Stock Purchase Agreement June 23, 2023 102 pages This is a sample stock purchase agreement. Resource Details … of the representations and pre-closing covenants provided for the Buyer's benefit. Making the Company a party to the … and their businesses relevant to the Buyer's decision to buy the Company. The Sellers' representations also provide a …
Articles
Serap Zuvin, Esq.
09/13/2014

An Alternative Way to Have a Presence in Turkey – Liaison Offices

Resource Details
Source: Resource Library
Region: Turkey
… Monroe N.W., Suite 750 Grand Rapids, MI 49503 www.primerus.com An Alternative Way to Have a Presence in Turkey – Liaison … Turkey 34398 Tel: +90 212 2807433 Fax: +90 212 2781911 Website: www.zuvinlaw.com.tr *Member of Primerus For … as Turkish citizens. However, this presents a question: is establishing a company always the most cost efficient and …
Sample Forms, Policies, and Contracts
Ogletree, Deakins, Nash, Smoak & Stewart, P.C.
02/13/2023
4 pages

A sample template of an internal preservation notice memorandum relating to litigation or investigation.

Resource Details
Source: Resource Library
Region: United States
… provided as part of this presentation are intended merely for informational purposes. No representation is made as to the enforceability of these forms in any … Panich at (317) 916-2168 or danuta.panich@ogletreedeakins.com. © Ogletree, Deakins, Nash, Smoak & Stewart, P.C. … A …
Articles
HHG Legal Group
10/14/2015

This article outlines the steps that should be taken after an employee is caught steeling from the company.

Resource Details
Source: Resource Library
Region: Australia
… outlines the steps that should be taken after an employee is caught steeling from the company. Resource Details … Monroe N.W., Suite 750 Grand Rapids, MI 49503 www.primerus.com For assistance, contact: Chad Sluss Senior Vice President … Australia 6005 Tel: +61 8 9322 1966 Fax: +61 8 9322 2727 Website: www.hhg.com.au *Member of Primerus Employee Theft in
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