A summary of recent developments regarding to the attorney-client and work product privileges.
Contracts, now more than ever, include one or more clauses involving some form of intellectual property, but the common in-house generalist attorney may not have a strong enough background in intellectual property law to properly negotiate intellectual property terms. This program highlights intellectual property issues that commonly arise in corporate contracts. The panel provided a variety of intellectual property clauses and offered the audience an opportunity to advocate alternative positions to demonstrate the variety of ways to negotiate intellectual property terms in corporate agreements.
Your Mother always told you to “put your best foot forward.” This experienced panel echoed that advice and told you how to do it. Topics covered include establishing good relationships with your internal clients, outside counsel, and top executives. They also provided pointers on how you can cope with reduced staffing, make sure that you continue to develop and grow in your career, and provided advice that is practical, useful, and actually followed by the business people. Come away with great ideas and checklists that facilitate your work in an in-house environment and give you a better understanding of what it means not only to be counsel, but an executive as well.
These days if you are counsel in the financial services industry, responding to a host of regulatory agencies and even being involved in the judicial process is practically daily fare. This cadre could include the Federal Reserve, FDIC, OCC, SEC and other various and sundry state insurance, banking, and exchange regulators. This program addressed the issues that may come up in responding to them, including the attorney-client privilege and demands of waiver, whether to be compliant or adverse, and other issues that arise with respect to official process. Our panel was comprised of in-house counsel and representatives from regulatory agencies who shared the nuts and bolts of this practice area.
In-house counsel spend an extraordinary amount of time managing their outside legal spend, but law firm costs just keep increasing. Why? Because they can? Because in-house counsel don’t set expectations and manage toward them? Because we refuse to take the risk of trying alternative firms and fees? Because none of us have succeeded in defining the “value” of legal services by any other means than the billable hour? Yes, to all. But there are solutions. Learn how ACC’s Value Challenge proposes to revolutionize the outside legal services market through an evolutionary process that we challenge every in-house counsel and law firm to consider and adopt.
Does it seem like the entire world will soon be owned by private equity firms? Hyperbole? Perhaps. But with private equity acquisitions ranging from Marsh Supermarkets to Chrysler Corporation, any company could be in play. This session dissected the private equity sale: the typical steps in the process; the make-or-break issues; and the roles of the various players. Most importantly, we discussed the role of in-house counsel in the company being bought or sold.
From oil spills to restatements, from tampered products to failed mergers, highstakes matters require advance preparation and skillful execution. This panel of crisis veterans helped you and your team prepare for the next corporate challenge, from setting your communication strategy as the situation unfolds, to preparing the crisis management plan and assembling the team long before you need either one.
There is nothing like the voice of experience to help guide your way. This general counsel panel from leading financial service companies provided just that. They discussed the issues that have been the most important to them and how they advise their corporations, manage regulatory risks, oversee the legal department, balance legal and business roles, and deal with outside counsel. Listen and learn!
Corporate counsel have increasingly voiced concern that arbitration proceedings have become more complex and expensive. However, unlike in court, parties who elect arbitration can shape the rules under which their disputes will be resolved. This program presented available mechanisms that contract drafters can use to that end including those addressing: arbitrator selection, motion practice, arbitrator powers, and discovery provisions. Panelists also provided guidance regarding likely future trends. The session ended with an “Ask the Administrators” Q & A session where ADR administrators on the panel provided advice on rules and drafting procedures.
To really change the legal services marketplace, in-house and outside counsel need to change the way they work together. If in-house counsel (as a group) will lead and outside firms will consider adopting new expectations and models, increased efficiencies for clients, and sustainable profitability for firms is possible. But someone has to host the dialogue and support your efforts: with tools, benchmarks, new models for service delivery, and networks. ACC Value Challenge workshops are going on all over the country by invitation only: this onsite workshop where corporate counsel and leading firm partner teams developed ideas for solutions that are concrete and will help us all move the needle.
Not sure how to respond to environmental, health and safety matters? This program brings you up to speed. It covers the basics of dealing with regulations issued by federal and state environmental and safety agencies, such as EPA and OSHA. The panel covered such issues as key regulations, permits, inspections, record keeping, and responses to enforcement activities.
Wow. You just found out your company is expanding; its strategic plan calls for numerous acquisitions over the next two quarters. Everyone is looking to you to lead the charge. And you have never even done one. Don’t panic. This presentation helped prepare you for your first M&A transaction as an in-house lawyer. It addressed how the process works and what your role is during the phases of: (1) negotiations and due diligence leading up to an agreement; (2) the post-signing, pre-closing rush; and (3) post-merger integration.
As a result of the revenues received from the recent tremendous increases in gas and oil prices, Middle East countries are currently engaging in significant commercial and structural development programs, such as the establishment of stock exchanges, and the development of huge infrastructure projects. Where there are opportunities for commerce, in-house counsel will shortly follow. This means that we must educate ourselves about how government practices and the laws in this increasingly important commercial region will affect our clients’ transactions. This panel of experts provided a crash course on understanding these matters.
ERISA is a complicated topic and opportunities to have it sorted out for you and the risks quantified are few and far between. This program did exactly that. It identified areas where many companies have deficient compliance programs and risk management, then offered practical solutions to address those challenges with a focus on adoption of best practices. The presentation focused on both regulatory compliance and discharge of fiduciary responsibilities.
This was a practical session addressing real-life challenges between in-house counsel and auditors. The experienced panelists provided their insights on: balancing concerns about waiving privilege when giving auditors access to documents subject to privilege and work product protections with the need to provide auditors information they need; creating sufficient transparency with respect to the decision-making process when either in-house counsel or auditors must make judgment calls on sensitive issues that could impact the company; and ensuring that in-house counsel and auditors both have a sufficient appreciation of the other profession’s goals and responsibilities. Panelists also provided an update regarding the most recent work on these and related issues.
A recent ACC survey reflected that more than anything else, in-house counsel want to find some extra time in their busy day. This interactive “lessons learned” panel helped you meet that goal. It focused on providing practical strategies for dealing with endless floods of emails, overbooked calendars, and disorganized documents, with the objective of improving performance, sanity, and quality of life. The attendees came away from the session with ideas and tools to combat the ever present problem of “no time, no resources, no people.”
Environmental regulatory and liability concerns increasingly touch upon thousands of products in the marketplace based on the chemicals they contain. In some cases, if not reformulated, products are banned. A panel described how the list of controlled chemicals (like lead and mercury) has grown in the last decade, what laws regulate products, and how manufacturers are reacting to demands for bans or restrictions on certain chemicals. The panel also described how EU regulations like RoHS, WEEE and REACH are having a worldwide impact on product supply chains and cover some practical steps to address issues like green procurement guidelines and product certifications.
Increased levels of corruption, a heightened regulatory environment, and pointed questions from their auditors and boards, have led companies to be much more vigilant in their efforts to address corporate fraud. This session focused on the role of in-house counsel in designing, implementing, and communicating an anti-fraud program. We considered areas of vulnerability, early detection processes, how to avoid and prepare for possible litigation stemming from corporate fraud, and how to reduce potential for class action lawsuits. The challenges of dealing with fraud on a global scale, particularly in emerging markets, were also addressed.
Think your commercial contracting experience will easily transfer to understanding and negotiating government contracts? Think again. This session delivered a primer on how contracting with federal agencies differs from private sector contracting. We also showed you how to determine which statutes and regulations apply and discussed how to develop the requisite compliance program. More importantly, you will walk away understanding how signing a public contract might affect your business and its property rights and when you need to hire an expert.
Climate change is about more than smokestacks. Lawyers need to understand what legislators, regulators, and plaintiffs plan to do about climate change, carbon, green house gasses, and energy efficiency statutes and regulations. Learn from a panel of authorities about the demands that may be placed upon your buildings, operations, public disclosures, and energy purchases, and the role that you as inside counsel will be required to play in the implementation of, and compliance with, emerging environmental regimes.
Decision-tree analysis is a powerful and underused tool in litigation. Its greatest benefit to lawyers is as a bridge between legal advice and business strategy. For clients it transforms terms like “good chance” or “reasonably likely” into probabilities and dollar values. Litigators care about legal issues, litigation strategy and winning, while in-house counsel and management care about costs, probability of success, the potential value of the litigation either in terms of potential benefit or potential loss, and whether settlement is feasible. Decision-tree analysis deconstructs a complex lawsuit into discrete steps and possible outcomes that can pave the way for appropriate decision-making. Don’t you need this tool in your repertoire?
Both your board and your company need to understand basic issues relating to Board liability. This program reviewed recent cases where directors were held directly liable. It also addressed how to educate Boards about this subject without scaring them off, provided practical tips on how to counsel the Board to help them avoid liability, and the extent to which D&O insurance covers the Board members. If you’re responsible for the care and feeding of the Board—this program was for you.
Add to that long list of considerations in mergers and acquisitions the topic of how you handle the IP. This session provided an overview of this important issue, including engagement/pre-due diligence advice, matters that must be tracked down in due diligence, handling due diligence findings, working with outside counsel and legal department subject matter experts, the technical due diligence process including addressing open source matters, and the definitive agreement and disclosure schedules.
Electronic content management is a hot issue, especially with discovery’s scope extending to all electronically stored information (ESI). How can in-house counsel be proactive in managing ESI? Numerous vendors providing valuable services related to ESI attend the ACC Annual Meeting. These services help in-house counsel manage electronic records retention, document management, litigation hold policies/procedures, compliance, reporting, etc. Before talking to vendors, attend this session for guidance on defining and addressing information management problem areas within your company. The presentation includes checklists and other tools to assist you in setting up an effective ESI management program.
This program explored non-traditional ways a company can leverage its insurance policies, or the policies of a party with which it has a dispute, to access outside funds to resolve its disputes. Frequently, companies think of their insurance policies as applying only to personal injury claims, or fiduciary duty claims with respect to officers and directors. However, with appropriate documentation and planning, existing insurance policies often can be efficiently “mined” to address a broad array of commercial disputes beyond those traditionally considered. Leave this program with an understanding of the necessary documentation and steps to maximize insurance payments made to or on behalf of your company.
Best practices dictate that you should get and keep your directors interested in and learning about your company and issues pertaining to the board. This effort should start with the “on-boarding” process, followed by a continuing education program on topics such as legal and regulatory changes, trends in corporate governance, compliance, compensation, financial reporting, whistleblower developments, insurance, and more. It’s never to late for anyone—even the Board—to learn.
Data security laws are rapidly changing the way organizations manage information worldwide. Breach investigations are becoming increasingly complex and pose greater risk including potential international effect. Recent breaches in the UK have literally changed the political landscape there. In Europe, huge fines have been imposed in recent cases. This program examined current data security breach events and provided: an overview of the applicable laws and the current environment, information on potential global enforcement, advice to manage various and competing risks, and reflections on lessons learned.
This material discusses the basic techniques to reducing risk when dealing with creditors.
Learn about the hidden value of these models and apply them to your career.
The session will provide an overview of recent developments in benefits law, including the complicated ERISA, health and welfare, wellness and the employment related aspects of health care reform.
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