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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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Todd Borow (Associate General Counsel, AmeriHealth Caritas), Brian Campbell (Chief Legal Officer & Corporate Secretary, DHI Group, Inc.), Megan Lutes (Director of Legal, Convoy, Inc.) & Penny Williams (Vice President, Associate General Counsel, Sotheby’s)

Our job description as in-house counsel often includes common themes: (i) assisting our company in achieving its business goals and (ii) ensuring that our company does not take on undue risk. This Top Ten is designed to help you identify and evaluate these common risk exposures that arise in commercial contracts.

Resource Details
Interest Area: Commercial and Contracts
Region: United States
Audience: Deputy GC, Mid-Career, New to In-House, CLO / GC, Small Law Departments, Large Law Departments

Session I - 9:30 a.m. to 10:30 a.m. - Antitrust Guardrails Under the Biden Administration For Contracts and Commercial Dealings

This panel will explore the antitrust issues raised when negotiating and drafting commercial contracts and agreements concerning competitors, including pre-merger agreements exchanging confidential information, exclusive dealing arrangements, employee contracts that include no-poach and non-compete provisions, supply contracts with most favored nations and resale price maintenance provisions, joint purchasing contracts and exchange agreements with competitors and refusal to deal agreements. The presentation will also focus on best practices to minimize the antitrust risks often inherent in such commercial contracts and agreements and the increased risk of government investigations and related civil lawsuits under the newly constituted Federal Trade Commission and the Biden Administration Department of Justice, Antitrust Division.


Session II - 11:00 a.m. to 12:00 p.m. - Disclosing the Secrets of Non-Disclosure Agreements: Tips on Drafting and Enforcing an NDA

Protecting confidential information and internal business documents is critical in the information age.  One critical tool in a company’s information-protection arsenal is the Non-Disclosure Agreement (NDA).  Many NDAs are boilerplate, handed down from years past.  However, in the quest to secure valuable company know-how, a one-size-fits-all approach may not be adequate.  In this presentation, we’ll review some key elements of strong NDAs and provide practical suggestions for enforceable agreements.


Session III - 12:30 p.m. to 1:30 p.m. - M&A Transactions in a Bankruptcy Context: Perspectives for Buyers and Sellers

Buy/Sell and Assets Purchase Agreements are commonplace in the commercial world of healthy companies with a generally familiar provisions and structure.  Nevertheless, when buying or selling distressed assets in a bankruptcy case, circumstances can be vastly different.  In this session, the panelists will explain those differences.  Specifically, we will tackle the following, in addition to any specific questions the audience would like us to address:  

  • How does the sale or purchase of assets in a Chapter 11 case generally differ from a non-bankruptcy context?
  • From a transactional perspective, what are the Do’s and Don’ts that attorneys should consider when drafting a bankruptcy APA?  
  • What additional provisions and considerations are needed to account for the possibility of a competing bid and higher and better offers?

To register, click the red button below. 

 

To join the webinar, please follow this link:

 
https://accinhouse.zoom.us/j/96185828714?pwd=bm9CbVhvVTF1UlpVOFdtTUcvL0JlQT09
 
Passcode: 920193
Christian Oetiker, Partner in VISCHER's Litigation and Arbitration Team; Raphael Butz, Partner in VISCHER's Litigation and Arbitration Team; Prabhjot K. Singh, Associate in VISCHER's Litigation and Arbitration Team, VISCHER Ltd.

Until the end of 2020, it was possible for anyone to make use of the so-called commercial register blockage pursuant to the Swiss Commercial Register Ordinance (hereinafter "CRO") to prevent an unwanted entry into the commercial register for 10 days, without going to court. With a revision to this in January 2021, this Quick Overview will explain how the rule change results in higher hurdles for temporary prevention of commercial register entries.

Resource Details
Region: Switzerland
Audience: Deputy GC, Mid-Career, CLO / GC, Small Law Departments, Large Law Departments
Andrea Randall, Partner, Nick Dealy, Partner, and Kritika Sethia, Legal Analyst, Gall
4 pages

This resource highlights the importance of settlement agreements (also known as separation agreements) and the need for using precise language and specific terms with regards to the conditions of contract and relevant laws when these agreements are drafted. The resource also uses the recent English case of Duchy Farm Kennels v Steels, [2020] EWHC 1208 (QB) to illustrate the key takeaways employers should bear in mind moving forward in the jurisdiction of Hong Kong.

Resource Details
Interest Area: Commercial and Contracts
Region: Hong Kong
Audience: Deputy GC, Mid-Career
Mandy Tsang, Special Counsel, and Sarah Yu, Partner, King & Wood Mallesons
5 pages

This article examines the issues with existing regulatory regime for, under the Australian Securities and Investments Commission (ASIC), Unfair Contract Terms (UCTs) in Australia and how the Treasury released its Regulation Impact Statement for Decision, titled ‘Enhancements to Unfair Contract Term Protections’. The aim of the Impact Statement and related proposals is to make UCTs and unreasonable contracts unlawful.

Resource Details
Region: Australia
Audience: Deputy GC, Mid-Career
Latham & Watkins

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations.

Resource Details
Audience: Small Law Departments, Large Law Departments
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