Sexual Misconduct and D&O Claims

Kevin LaCroix, writing in The D&O Diary, discusses a recent scholarly article that takes a detailed look at director and officer claims arising out of allegations of sexual misconduct.

The University of Chicago Law School article examines the potential bases of liability, and considers the relative social utility of this kind of litigation, as well as the practical implications for corporate boards and their organizations.

LaCroix writes: “The authors conclude that ‘in some instances, corporate fiduciaries will indeed be liable to shareholders when workplace-sexual misconduct occurs at companies.’ In light of this conclusion, it would be prudent for companies and their executives to take steps to reduce their potential exposure to these kinds of suits.”

Read the article.




Webinar: Automating with a Legal Ops Platform vs Siloed Product Solutions

Kim Technologies will present a complimentary webinar, “Automating with a Legal Ops Platform vs Siloed Product Solutions,” on May 3, 2018, beginning at 1 p.m. EDT.

“The benefits of a unified software platform over multiple siloed products are clear,” the company says on its website. “Who wouldn’t want to keep all their data in one place; search and report on anything at the click of a button; provide a seamless user experience across the entire department or organization? Traditionally, this ‘holy grail’ has taken huge amounts of time and money to implement and maintain, and has rarely been an option for Legal. Instead, most law departments and law firms have organically grown a hodge-podge of software siloes that create an obstacle to innovation, efficiency and transparency.”

This webinar will cover:

  • Global AI market update
  • Preparing for the Age of Data
  • Platform vs Product and why it matters
  • To code or not to code, that is the question
  • Automating workflows, documents and dashboards in hours, with no IT support!
  • Q&A session

Register for the webinar.



Making the Business Case for Upgrading Your Legal Hold System

An article published by Zapproved breaks down the results and explains the benefits of replacing an existing system — or lack thereof — with automated, cloud-based legal hold software.

The article can be downloaded at no charge.

Research results demonstrate a real rate of return on investment generated by automated cloud-based legal hold software, the company says on its website.

“E-discovery is expensive, but the risks of not handling it are even more costly,” Zapproved says on its website. “Many legal teams tend to focus their cost-reduction efforts on later phases of discovery, such as processing and review, overlooking the benefits of optimizing the preservation process. Yet putting in the effort to preserve and collect the right data has a trickle-down effect, saving money and time in every step that follows while minimizing potential spoliation. The question is, just how much can you save with effective preservation?”

Download the article.




Linking Nonfinancial Metrics to Strategy and Culture

National Association of Corporate DirectorsThe National Association of Corporate Directors recently convened a meeting of Fortune 500 audit and compensation committee chairs to discuss the key issues and challenges the board faces in the selection and use of nonfinancial metrics. A free report on the results of that meeting is available from NACD.

Three key takeaways emerged from the meeting.

  • Boards should link nonfinancial metrics to strategic and cultural objectives.
  • Audit committees should leverage internal audits to meet the challenge of nonfinancial data quality oversight.
  • Compensation committees are focusing on the role nonfinancial metrics play in compensation-plan design and in eventual payouts.

The full report from the meeting includes:

  • key questions for boards to ask about nonfinancial metrics
  • the four critical roles for internal audit in support of governance over nonfinancial reporting
  • special considerations for the compensation committee

Download the report.



Survey Finds 65% of Legal Departments Prefer to Bring More Talent In-House

Special Counsel, a provider of legal staffing and eDiscovery solutions, released the results of its first In-House Legal Trends Survey, a comprehensive look at how in-house legal departments are structured, how they are hiring and what their priorities are for the year ahead.

More than 500 in-house counsel, including general counsels and chief legal officers, completed the survey on topics related to talent acquisition resources, legal budgets and national and local salary data, including an examination of diversity and gender gaps.

In a release, Special Counsel said in-house legal departments have a strong desire to bring more talent in-house. According to the survey findings, 65 percent of respondents said they would prefer to bring additional talent in-house instead of relying on outside counsel. Nearly one third of respondents (32 percent) would consider using contract attorneys during their continued search for an appropriate full-time hire.

“Our expertise in the legal space allows us to provide niche solutions that help in-house teams compete in this tight labor market. Whether ready to add headcount or in need of a temporary hire, we work closely with our clients to understand their unique staffing needs and offer the most appropriate fit,” said Laurie Chamberlin, president, Special Counsel.

The economy is at one of its strongest points in years and the employment of lawyers is projected to grow 8 percent between 2016 and 2026 (according to the Bureau of Labor and Statistics). For the legal professionals surveyed, the study found that over half of them said they are planning to grow or would consider growing their department in 2018.

The In-House Legal Trends Survey found that salary was not the biggest draw for talent, with only 13 percent of respondents citing compensation as a top reason for working at their current company. On the other hand, benefits like flexible work arrangements (23 percent), as well as long-term growth opportunities (23 percent) help make a difference for employees. The right mix of salary and benefits may be contributing to strong tenure within legal departments, with nearly half of respondents saying they have been at their current job for six years or more (48 percent).

“Monetary compensation is only one piece of the puzzle,” said Amanda Ellis, senior vice president, Special Counsel. “Following suit with other industries, in-house legal departments are now offering alternative perks to compete for and retain talent.”

Talent acquisition continues to be a pain point for in-house legal departments, with over half of respondents (56 percent) sharing they are not confident in their HR or Talent Acquisition department’s ability to staff attorney positions, citing a lack of expertise. Alternatives such as a retained search firm, external contingency recruiters, and internal and external referrals continue to be used as positive talent acquisition resources throughout the industry.

See details of the In-House Legal Trends Survey.




ACC Conducting 2018 Global Compensation Survey

ACCThe Association of Corporate Counsel is conducting the new 2018 Global Compensation Survey — the largest self-reported compensation survey within the in-house counsel profession in the world.

This groundbreaking global study of salaries and total compensation will provide in-house counsel and legal operations professionals with the data they need to benchmark pay and benefits.

Participants who complete the survey will receive 25 percent off the report when published.

Take the survey



Facebook’s Problems Spotlight Elevated Role of In-House Lawyers

Anyone ruminating over the elevated role of in-house lawyers might consider the case of Facebook, points out Elizabeth Olson in a Bloomberg Big Law Business report.

She writes that the company’s top two lawyers, Colin Stretch and Paul Grewal, have played both lawyer and spokesperson as the social media giant confronts a dizzying number of legal issues, which are besieging the Wild West of data privacy at tech companies.

“As tales of data misuse spilled into the open, Grewal, a former federal magistrate, took to social media to staunchly defend his employer. His blog posts filled the void created by the initial silence from CEO and founder Mark Zuckerberg and other top company brass. No doubt everyone in the company will be working overtime to stem billions in losses in recent days,” predicts Olson.

Read the Bloomberg article.



Judge Stunned by Ex-Rolls-Royce Counsel Switching Sides in Litigation

A magistrate judge in the U.S. Western District of Texas has disqualified a former counsel to Rolls-Royce from representing a client in litigation against his former employer, reports Bloomberg Law.

“Donald Little represented Rolls-Royce as in-house counsel from 1997-2008 and as outside counsel in a 2010 case where Rolls-Royce was alleged to have made false statements about ‘suspect’ airplane parts,” explains reporter Mindy L. Rattan. “Rolls-Royce hired George Gage as an expert in that case.”

Then, when Gage sued Rolls-Royce North America Inc. in a qui tam case that involved the explosion of a U.S. Air Force plane, Little represented him.

The magistrate judge who heard the defendant’s motion to disqualify Little said it was “stunning” that Little took that position.

Read the Bloomberg article.




Uber’s Former Top Lawyer Sought a $100 Million Exit Package, Report Says

Image by Elliott Brown

Before the top corporate lawyer at Uber Technologies departed last year, she sought a $100 million exit package, reports Business Insider.

Salle Yoo joined Uber as its first general counsel in 2012 and was later promoted to be its chief legal officer, leading the company’s 290-person legal department during a tumultuous time. She resigned in September 2017.

Reporter Julie Bort explains: “Yoo thought [the exit package request] only fair because she had seen male executives ask for and get huge exit packages, and she had spent her career at Uber encouraging women to lean in. So she took her own advice, opened her negotiations with [former CEO Travis] Kalanick by shooting high, and held her breath.”

She and Kalanick negotiated a compromise: less than two-thirds her original demand, but with a kicker: If Uber gave a better severance deal to another employee, it had to match the difference for Yoo.

Read the Business Insider article.



5 Steps to Creating the Most Defensible Legal Hold Audit Process

Zapproved has published “Audit Trail Checklist: Set Yourself Up for Success,” a guide that presents five steps to a defensible legal hold audit process.

The guide can be downloaded from Zapproved’s website at no charge.

“Litigation is inevitable — and all too often, so are accusations of lost, destroyed or withheld evidence,” the company says on its website. “Yet many companies aren’t prepared. They may not have a clear record of when a legal hold was issued or who received it — meaning they have to scramble to put notices together when litigation arises. Out-of-date legacy systems of complicated spreadsheets or confusing email read receipts are expensive, time-consuming and risky.”

Zapproved’s audit trail checklist provides five simple steps to create a customized litigation response plan. It includes an outline of where to start, which is where discovery obligations begin, with the Federal Rules of Civil Procedure. It goes on to discuss tips on assessing your current approach and selecting automated, cloud-based tools based on today’s best technologies. The guide also includes suggestions on how to get a team on board.

Download the guide.



Ten-Week Telecommute Reasonable for In-House Counsel, Sixth Circuit Holds

PregnantAffirming a jury verdict, the U.S. Court of Appeals for the Sixth Circuit found that ten weeks of telecommuting was a reasonable accommodation for a pregnant lawyer put on bed rest, reports Manatt Phelps & Phillips LLP.

The Manatt article explains:

Due to complications from pregnancy, in-house counsel Andrea Mosby-Meachem was put on bed rest. Pursuant to the Americans with Disabilities Act (ADA), she requested to work from home during that period. Memphis Light, Gas & Water denied the request, taking the position that in-person attendance was an essential function of her job. Mosby-Meachem sued, and a jury awarded her $92,000 in compensatory damages on her claim of disability discrimination. The employer appealed, but the federal appellate panel upheld the verdict. The plaintiff presented sufficient evidence for a reasonable jury to conclude that in-person attendance was not an essential function of her job for the ten-week period she requested to work from home, the court said.

Read the article.



Five Steps for Directors, Execs to Stay Abreast of Technological Innovation

The National Association of Corporate Directors has published an article titled “The Innovation Era’s Implications for Boards,” which available for downloading free of charge.

The article, from NACD Directorship magazine, suggests five steps for boards and executives to become better versed in cutting-edge technologies—including combinations of new technologies—to create totally new business categories. These five steps are summarized below.

  1. Create a technology learning plan.
  2. Assess advanced technologies and their potential impact on your business.
  3. Elevate board skills and competencies.
  4. Reconsider which companies might be future competitors.
  5. Identify internal and external experts.

Download the article.



ACC Sets 2018 mid-Year Meeting in Denver April 22-24

The Association of Corporate Counsel has set the agenda for the 2018 ACC Mid-Year Meeting, which will be in Denver April 22-24.

The ACC is promoting two special sessions: “Advanced Ethical Issues in Negotiating and Drafting Contracts” with Clara Ohr, general counsel for East Coast Power & Gas, LLC, and a presentation by Gary Kennedy, former CLO of American Airlines and author of “Twelve Years of Turbulence: The Inside Story of American Airlines’ Battle for Survival.”

Three major components of the meeting will focus on:

  • Contracts: Learn advanced drafting and negotiation techniques and tools that drive contract performance, mitigate risk, and meet rapidly changing needs of your organization.
  • Mergers and acquisitions: Knowing business—and your company’s business, specifically—will make you an immensely more valuable business partner as your company navigates complex corporate transactions.
  • Business training: Business management is the #1 non-legal skill desired by CLOs for their lawyers. Boost your business acumen through academic-taught live and on-demand sessions on key finance, accounting, and emotional intelligence concepts.

Get more information.



Just Released: ACC Chief Legal Officers 2018 Survey

The Association of Corporate Counsel has released the new ACC Chief Legal Officers 2018 Survey, a study of the issues and environment in which chief legal officers (CLOs) operate, based upon feedback from nearly 1,300 CLOs in 48 countries.

The report can be downloaded for a fee, and a free executive summary is available.

Notable findings include what keeps CLOs up at night, reporting structures, how CLOs view the future of departmental budgets and staffing, litigation and contract workload, and where data breaches and regulatory issues have the greatest impact.

The 2018 report includes an executive summary, key findings, global and industry benchmarking metrics, and an in-depth question-by-question analysis. Key metrics include:

  • Legal department spend by company revenue
  • Internal, external, and total spend as a percentage of revenue
  • Legal department staffing numbers (including lawyers, paralegals, legal operations and administrative professionals)
  • Matters handled by the legal department (litigation, compliance investigations, contracts)
  • Data breaches, regulatory investigations and patent trolls

Download the report.



Justice Department’s No 3 Official to Take Walmart’s Top Legal Job

Rachel Brand, the U.S. Justice Department’s No 3 official, is leaving for the top legal job at Walmart, reports the Associated Press.

“Brand attracted interest because of her potential to assume a key role in the Trump-Russia investigation,” according to the AP. “The official overseeing the special counsel Robert Mueller’s investigation, the deputy attorney general Rod Rosenstein, has been repeatedly criticized by Trump. If Rosenstein had been fired or quit, oversight would have fallen to Brand. That job would now fall to the solicitor general, Noel Francisco.”

Walmart sought Brand to be head of global corporate governance at the retail giant.

Read the AP article.




Corporate Anticorruption Compliance Programs: 10 Questions Every Board Director Should Ask

Jones Day has published a white paper that addresses some of the most prominent Foreign Corrupt Practices Act-related compliance priorities requiring the attention of board members.

Those priorities include ensuring that corporate management is completely committed to compliance efforts, risk assessment, training relative to processes and policies, third-party due diligence, and similar concerns.

“The United States Department of Justice, the U.S. Securities and Exchange Commission, and non-U.S. governments and agencies have recently emphasized their continued commitments to pursuing both corporate and individual violators of the Foreign Corrupt Practices Act,” the firm says in an introduction to the paper. “Given this ongoing emphasis, corporate board members have particularly important roles to play in overseeing compliance and anticorruption programs in place at the companies they serve.”

Read the white paper.



Airbnb Names Legal Chief New COO Amid Senior Rank Shakeup

Image by BCorn MarketingDiv (Own work) [CC BY-SA 4.0 (], via Wikimedia Commons

As Airbnb Inc. Chief Financial Officer Laurence Tosi is leaving the home-rental company amid tensions, the company has named its legal officer to be chief operating officer.

Bloomberg reports that Belinda Johnson, formerly chief business affairs and legal officer, has taken the new role with the company as part of a shakeup in the senior ranks.

“Before joining Airbnb, Johnson served as general counsel at Yahoo and Mark Cuban’s,” according to reporter Olivia Zakeski. “She was named to the board of PayPal Holdings Inc. a year ago. As Airbnb’s operating chief, she becomes one of the most powerful women in Silicon Valley.”

Read the Bloomberg article.




New Research Report: Global Trends in Hiring Outside Counsel

A recent research study developed by Globality in collaboration with The Lawyer found that general counsel prefer working with smaller law firms but often lack the means to find them. The survey went out to more than 300 GCs from organizations with over $1 billion in revenue to uncover the latest industry viewpoint about hiring outside counsel.

The report, “Global Trends in Hiring Outside Counsel,” is available for downloading at no charge.

Key findings:

  • Almost 70% of General Counsel rely on pre-existing relationships or referrals to source new legal providers. In-house teams overwhelmingly appoint law firms based on personal connections rather than a systematic appraisal of which firms would be best for the job.
  • Levels of dissatisfaction are three times higher with larger law firms than with smaller competitors. Companies find smaller firms deliver better client service, but often lack the means to source them.
  • When presented with a series of new legal technologies, 86% of survey respondents were most excited by tools for sourcing and/or communicating with legal providers outside of their immediate network.

Download the Globality report.



Webinar: Contract Review Automation in Action

LawGeexIn an upcoming webinar, LawGeex will demonstrate how modern legal teams are revolutionizing their daily contract review processes.

The 45-minute event will be Wednesday, Feb. 21, beginning at 2 p.m. Eastern time.

On its website, LawGeex says the webinar will show how modern legal teams are revolutionizing their daily contract review processes. This will be a practical look at using on-the-ground solutions for contract review automation.

The webinar will cover:

  • What is contract review automation?
  • How are leading legal teams using this technology today?
  • How to dramatically reduce the time and cost of contract review and approval.
  • A live demonstration of contract review automation in action.

Register for the webinar.



Study: Companies Want Smaller Firms, But Have Trouble Finding Them

Large companies increasingly want to work with smaller, more innovative law firms but have trouble finding them due to over-reliance on personal connections, according to a new survey reported by Courthouse News Service.

“Along with an increasing preference for smaller firms, the survey revealed the levels of dissatisfaction rated three times higher with bigger firms—19 percent as opposed to 6 percent,” writes Matthew Renda.

Renda quotes Joel Hyatt, CEO and co-founder of Globality, the company that commissioned the study:

“It’s clear clients are increasingly unhappy with larger legal providers. They’re expensive, aren’t as innovative, and don’t provide the same level of customer service smaller firms can offer.”

Read the CNS article.