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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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Sar Katdare, Competition/Antitrust Partner, Johnson, Winter & Slattery, and Jaime Campbell
3 pages

This article provides an overview of a new law issued by NSW Fair Trading (of New South Wales) requiring businesses to make disclosures regarding terms that substantially prejudice the interests of consumers. Because of its similarity to requirements in the Australian Consumer Law, the article explains how the two regimes interact and how they should be approached.

Resource Details
Region: Australia
Audience: Deputy GC, Mid-Career
Leonie Flynn, Expertise Counsel and Anna Seddon, Lawyer, Ashurst
4 pages

This article provides an overview of two cases which highlight the importance of parties needing to negotiate in good faith. In particular, it notes that every right to negotiate process requires both parties to negotiate in good faith with the view of reaching an agreement about the relevant grand, regardless of there being a prior agreement about future grants.

Resource Details
Region: Australia
Audience: Deputy GC, Mid-Career, New to In-House
ONC Lawyers
5 pages

This article explores the basics of the National Security Laws of both China and Hong Kong, as well as court cases which relate specific situations of doing business in Hong Kong because of the newly passed laws. It also provides recommendations for how businesses intending to invest in Hong Kong should conduct themselves so that they may continue to operate in Hong Kong.

Resource Details
Region: Hong Kong, China
Audience: Deputy GC, CLO / GC, Small Law Departments, Large Law Departments
ONC Lawyers
4 pages

The Coronavirus pandemic has seen a boost in popularity in alternative dispute resolution processes, which obviously face some technical and logistical challenges, but have also shown to aid in facilitating dispute resolution in a flexible and cost-effective measure. The article also provides sample contract clauses for parties to consider including as part of their process so that all of the guidelines are explicitly laid out.

Resource Details
Region: Hong Kong, Global
Audience: Deputy GC, Mid-Career, Small Law Departments, Large Law Departments

For many in-house counsel, a contract management solution is an indispensable tool that is utilized on a daily basis. Whether you use a contract management solution to create new contracts, track the status of existing ones, or for something more, we welcome you to join the Contract Management Roundtable to discuss your use and experience with contract management solutions and to learn some tips from other ACC attorneys to maximize your current solution.

This roundtable is hosted by the ACC Western PA Chapter Legal Operations Committee.  CLE is not offered for this session.

This one-hour program will address the role of in-house counsel in private M&A transactions and, specifically, their ability to enhance the value of a deal to their client. By virtue of being deeply familiar with their companies and being business partners, as well as lawyers, in-house counsel have the ability to add value at every step of a transaction – be it transaction planning and valuation, due diligence, contract negotiation or post-closing integration. The program will discuss ways for in-house counsel to contribute to the success of an M&A transaction involving a privately held company, emphasizing certain differences between buyer and seller. The presenters will provide practical advice to in-house counsel related to transaction preparation and structuring, due diligence, purchase price negotiation, risk allocation (including R&W insurance) and post-transaction covenants.

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
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