Economic Value Added: The Good, the Bad, and the Complex

National Association of Corporate DirectorsThe National Association of Corporate Directors will present a complimentary webinar on economic value added on Thursday, March 21, 2019, at 2 p.m. Eastern time.

While EVA (or Economic Value Added) is not new, it has been one of the more obscure financial performance metrics for incentive compensation, the NACD says on its website. However, thanks to ISS, it is now center stage. Beginning this year, EVA will be included for “informational purposes” in some ISS research reports. Further, ISS has indicated that they may include EVA in the Financial Performance Assessment (FPA) screens in the future.

What do you need to know about this enigmatic performance metric and how does it apply to compensation plans with a pay-for-performance orientation? This webinar will provide a starting point for understanding EVA and how to evaluate its relevance to your industry, company, and incentive programs.

Register for the webinar.



Court Agrees General Counsel Was Fired for Whistle-Blowing; Upholds $8 Million Verdict

A federal appeals court upheld about $8 million in damages Tuesday to the former general counsel of a Bay Area laboratory who was fired after telling company officials about possible bribery and records falsification by the lab’s employees in China, according to the San Francisco Chronicle.

Bio-Rad Laboratories fired general counsel Sanford Wadler in 2013, claiming poor performance. The company also claimed it found no evidence of wrongdoing by its employees.

The Ninth U.S. Circuit Court of Appeals on Tuesday found evidence to support the 2017 verdict by a federal court jury in San Francisco that Wadler had acted as a whistle-blower and was dismissed in retaliation for reporting conduct that he “reasonably believed” to be illegal, according to the Chronicle‘s Bob Egelko.

Read the SF Chronicle article.



Download: Contract Management Software Selection Guide

ContractWorks has published “The Contract Management Software Selection Guide” and made it available for downloading at no charge.

“As corporate counsel, it’s important that you understand the capabilities – and limitations – of contract management software,” the company says on its website. “This guide will help you determine if you need a solution and, if so, which option makes the most sense.”

The new guide discusses:

  • If it’s time to upgrade your contract management system
  • Which features you actually need to manage your contracts
  • What to take into consideration before making a decision
  • How to select contract management software
  • How to choose the best solution for your company

Download the guide.




Tesla’s General Counsel Lasts Only Two Months

CNN reports that Tesla’s general counsel is leaving the company after just two months on the job — the latest in a series of executive departures at Elon Musk’s electric car company.

The company quickly announced a replacement for Dane Butswinkas, who joined Tesla in December. He will return to his legal practice at Williams & Connolly in Washington. His replacement is Jonathan Chang, who previously served as Tesla’s vice president of legal. Chang has worked at Tesla for almost eight years.

Bloomberg is reporting that Butswinkas was hired in the wake of Musk’s run-in with U.S. securities regulators. Hours before announcement of the GC’s departure, the chief executive officer was sending tweets reminiscent of those that put him and the company in legal jeopardy last year, according to the Bloomberg report.

Read the CNN article.



Download: The Changing Face of In-House Legal Departments

Zapproved has published a new guide titled “The Changing Face of Legal: Preparing Your In-House Team for Tomorrow,” which includes key distillations from a PREX18 session, on how to reinvent an in-house legal team.

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

Corporate legal departments are under fire, the company says on its website. From expanding data volumes and data types to increased budget pressures and new data privacy regulations — not to mention unchecked data security risks — in-house legal teams find themselves needing to adapt to unprecedented demands.

The guide includes advice from Jen Warner, Vice President of Legal and Deputy General Counsel for Columbia Sportswear, and Brian Corbin, Executive Director, Assistant General Counsel at JPMorgan Chase.

Download the guide.



Download: Top 10 Compliance Trends eBook

NAVEX Global has published a new eBook titled “Top 10 Ethics & Compliance Trends for 2019.” The book is available for download at no charge from the company’s website.

“Transparency and trust define our industry’s challenges and opportunities for 2019,” the company says on its website. “With each expert opinion found in this year’s annual trends report, you’ll see how shifts in the workplace and regulatory environment bring to light the importance of authenticity and ethical practices.”

Some of the topics covered are:

  • Protected Activity & Corporate Governance
  • Third-Party Risk Beyond FCPA
  • Artificial Intelligence
  • New Global Business Practices
  • GDPR Enforcement Updates

Download the eBook.



One of Apple’s Former Top Lawyers Faces Criminal Charges for Insider Trading

Gene Levoff — who was senior director of corporate law and corporate secretary until September 2018 — has been charged by the SEC with trading “on material nonpublic information about Apple’s earnings three times during 2015 and 2016,” according to the lawsuit filed in the U.S. District Court of New Jersey, reports Forbes.

Forbes contributor Peter Cohan writes that the 44-year-old Levoff worked at Apple from 2008 until he was terminated in September 2018. At the time of his termination, he reported directly to the general counsel.

Fortune reports that the SEC alleged Levoff traded on advance knowledge of revenue-and-earnings figures multiple times dating back to 2011, with the illegal investments leading to about $227,000 in profits while allowing him to avoid $377,000 in losses.

Read the Fortune article.

Read the Forbes article.



Download: How the GC Helps Build a Better Board

National Association of Corporate DirectorsThe National Association of Corporate Directors has published an article discussing new perspectives on how a board of directors can expand the role of the general counsel and benefit from the expertise and solutions the GC can bring to the various functions of corporate governance.

The article can be downloaded from the NACD website at no charge.

The publication explains how a more participatory approach with the general counsel not only strengthens company leadership, but also reduces overall enterprise risk.

The article features an interview with ManpowerGroup director Cari Dominguez and ManpowerGroup’s senior vice president and chief legal officer Richard Buchband. It rovides insight into the various ways a board and the GC can enhance each other.

Download the article.




Case Study: TIAA – A Legal Transformation With Technology, Process and People

Onit has published a case study showing how TIAA embarked on a journey that leverages best-in-class technologies, onshore and offshore partners, and innovation to bring together an efficient resource mix that enables the highest and best use of each law professional’s time.

The case study can be downloaded at no charge.

As TIAA law department’s chief operating officer and chief of staff for the past two years, Brad Rogers was tasked with transforming the entire legal operations function by bringing together law department employees and vendor partners from across the world to streamline processes and implement a comprehensive technology platform with capabilities rooted in process, workflow and collaboration that would allow the best use of each law professional’s time.

Download the case study.



How One Legal Department Saw Success from an Internal Client Feedback Program

Merry Neitlich of EM Consultants tells the story of the legal department of a Fortune 500 company its legal operations practices and interactions with its internal clients. Under the leadership of the senior vice president and general counsel, the legal department of 35 attorneys decided to ask their internal clients at the company how their services were being viewed and what could be done to improve upon them.

“The participants filled out a fourteen-question short answer continuum-based questionnaire,” explains Neitlich. “This information was transferred into graphs which allowed the attorneys to visually see their service strengths and weaknesses at a glance. The in-person feedback reports combined with the statistical data provided a deeper level of knowledge. ”

The article describes participants’ perception of the legal department, areas for possible improvement, internal communications, workflow options, human resources, and relationships with outside law firms.

Read the article.




How General Counsel can Successfully Collaborate with Outside Attorneys

Three senior in-house attorneys discussed best practices for collaborating with outside counsel during a panel discussion at Ward and Smith’s 2018 In-House Counsel Seminar, with a focus on leveraging technology, controlling legal spend, and managing succession.

A report on the discussion is posted on the Ward and Smith website.

Ward and Smith attorney Paul Fanning moderated a panel featuring Brian Holland, General Counsel for Global Knowledge, Kelly Clay, Global eDiscovery Counsel and Head of Data Governance at GlaxoSmithKline, and Ken Hammer, Senior Vice President and Chief Legal Officer at Toshiba Global Commerce Solutions.

Read the article.



Webinar: RFPs – Best Practices & Obstacles to Avoid

RFP Advisory Group will present a complimentary webinar where attendees will learn best practices and obstacles to avoid when issuing a request for proposal (RFP) to law firms.

The webinar will be Wednesday, Feb. 16, 2019, beginning at 1 p.m. EST.

RFP Advisory Group says that RFPs can allow a legal department to:

* Identify how many, and which law firms are the best fit for your business goals
* Incorporate the latest technology and innovations into your legal strategy
* Negotiate rates that will ensure that you are getting the most value for your dollar
* Convert your billing structures to alternative fee arrangements (“AFAs”)
* Increase diversity of the lawyers working on your companies matters
* Create a consistent set of outside counsel guidelines

However, RFPs can be labor intensive and a disaster to manage when done incorrectly, especially when done by general counsel with no legal operations or procurement staff to support the process, the RFP Advisory Group says. This webinar is ideal for general counsel who have been considering issuing an RFP but need to learn more about the latest trends and best practices.

Register for the webinar.



Complimentary Webinar: Best Practices for Vendor Risk Profiling

Risk managementA new NAVEX Global webinar will discuss how to find the right approach to third-party risk management by applying appropriate risk factors.

The complimentary webinar will be on Wednesday, Feb. 6, 2019, at 10 a.m. Pacific time (1 p.m. Eastern). Anyone unable to attend the live presentation may register to receive a webinar recording on-demand.

Michael Volkov, an expert on the Foreign Corrupt Practices Act, will provide practical use cases and actionable steps, NAVEX says on its website.

Volkov, a former federal prosecutor, will discuss how to:

  • Assess and define your third-party risk
  • Build a best practice approach for your organization
  • Handle potentially “high-risk” third parties
  • Structure your program for maximum effectiveness

Register for the webinar.



Download: 3rd Annual In-House Legal Benchmarking Report

Exterro has published its 3rd Annual In-House Legal Benchmarking Report for use in benchmarking legal processes against 110 legal departments.

The publication is available for downloading at no charge.

Exterro says its report provides information on:

  • How in-house legal teams are leveraging project management principles
  • What role technology is playing in achieving efficiency gains
  • Which e-discovery practices are evolving and which are not

Download the Exterro report.




Taking the First Step to Digitally Transform Your Legal Department

By Justin Perkins
Contract Logix

With more than two-thirds of CEOs expecting their business models to change in the next three years, it’s no surprise that digital transformation continues to be a strategic priority for organizations of all industries and sizes.

What is surprising, however, is that a recent study by Gartner revealed an astonishing 81% of legal departments are not prepared to support their company’s digitization process. That’s a worrisome figure given that legal departments and the contracts they execute define our business relationships and are the backbone of any organization.

The good news for legal is that digitization, at least when it comes to contract management, has never been easier. By embracing software that’s built specifically to support contract lifecycle management, legal teams can shift from laggard to leader in the execution of their organizations’ digital transformation.

The question then becomes, where and how should a legal organization begin the process? Let’s look at the first and most critical step to take when setting the foundation for contract – and legal — digitization.

Digitize and Centralize All Your Contracts in Secure Repository
It’s not uncommon for legal departments to store contracts in shared folders across multiple locations and formats. However, centralizing your agreements into an electronic contract repository is the all-important first step towards the digital transformation of your contract management processes.

Think about how often you or your team need to reference or find an agreement. Whether you’re locating a specific detail or reviewing the entire contract before a renewal or termination, there are many reasons why an online, centralized repository is a foundational element to your legal digitization.

Not only will it keep your agreements organized, it greatly reduces the risk of contracts being lost, overlooked, and accessed by the wrong individuals. It will also allow you to access any document at anytime from anywhere on any device, and that ubiquity is a key component and driver for any organization’s digital transformation.

Another reason to digitize your contracts is so you can easily make use of the valuable data contained in them. Having the ability to capture, analyze, and report on data such as expiration dates, contract amounts, types of clauses used, and contacts will allow you to make much more informed business decisions. After all, digital transformation is all about improving your business processes and developing new business models.

As you begin the process of digitizing and centralizing your contracts – whether they are paper or already in electronic form – it’s’ important that your contract management system employs optical character recognition (OCR) technology. OCR automatically scans the content of your documents as you add them to the system regardless of their format. This ensures that all your contract data is easily found in the results of any search you perform, reports you run, or dashboards you create.

Centralizing all your contracts into a secure, electronic repository is the best and most logical starting point to achieving legal digitization. It may seem like a daunting task, but with help of contract management software, it’s not.

Cloud-based contract management software can be very easy and cost-effective to implement. You can start with a solution that meets the needs of your organization today. Then, as your requirements grow, you can add additional capabilities and user licenses.

Once you’ve built this foundation you can begin to embrace all the other wonderful features of contract management software that allow you to further execute your digital transformation strategy and put smiles on the faces of both your CIO and CEO.



Survey: Half of Legal Departments Work Without a Strategic Plan

Nearly half of corporate Legal Departments are working without a formal plan, according to Xakia’s Legal Operations Health Check.

In an article on the company’s website, Xakia said the survey polled in-house lawyers and legal operations personnel on five continents; it provides insights on the state of strategic planning within legal operations, providing data on alignment, metrics and more.

When accounting for size of the legal department, Xakia says, it’s clear that it’s smaller teams that are winging it without a plan:

  • For teams of one to 5, 48 percent have no plan;
  • For teams of 6 to 10, the same holds true – 48 percent have no plan;
  • For teams of 11 to 50, 39 percent have no plan;
  • For team of more than 50, 33 percent have no plan.

Read the article.




Register for ACC Xchange 2019 Mid-Year Meeting for Legal Executives

ACCThe Association of Corporate Counsel is accepting registrations for Xchange 2019, The Mid-Year Meeting for Advancing Legal Executives.

General Counsel News readers who register by Jan. 30 will receive a $100 discount when using the code GCNEWS19.

The event is scheduled for April 28-30, 2019, at the Hotel Minneapolis in Minneapolis, MN.

ACC has arranged for four curricula addresses in the areas of contracts, leadership, legal operations, and litigation.

More information may be found here:

Register for the event.




Goldman’s $500 Million Lawyer Has Called It Quits

Greg Palm is retiring as Goldman Sachs Group Inc.’s co-general counsel, the company’s CEO wrote in a memo to staff Wednesday, according to Bloomberg.

Bloomberg’s Sridhar Natarajan and Tom Metcalf describe where Palm’s income ranks among corporate lawyers in the United States:

“For his role at the forefront of Goldman Sachs’s toughest battles, Palm has been rewarded generously by his employer. He’s pulled in about $500 million, including about $180 million worth of Goldman shares, as well as dividends, distributions from firm-managed funds and proceeds from stock sales, according to data compiled by Bloomberg. That ranks him among America’s wealthiest corporate lawyers and the richest people working within any global investment bank, underlining his persistent importance to Goldman over 26 years.”

Read the Bloomberg article.




Download: Expert Analysis on Emerging Board Issues for 2019

National Association of Corporate DirectorsThe National Association of Corporate Directors has published an article discussing current perspectives on what boards can expect in the new year.

The article can be downloaded from the NACD site at no charge.

“The business landscape is in constant flux, multifaceted, and difficult to track,” the NACD says on its website. “That’s why we’ve partnered with a brain trust of governance experts to produce the 2019 Governance Outlook: Projections on Emerging Board Matters.”

The report offers comprehensive guidance that will inform governance decisions and strategic planning in 2019. NACD governance partners provide an overview of key governance trends, accompanying outlook, implications of the shifting landscape, and questions for boards to consider, as well as in-depth coverage of the following topics:

  • NACD discusses how directors can understand, anticipate, and overcome detrimental disruptive risk and keep pace with opportunities that create long-term value.
  • Baker Tilly provides a regulatory update on international trade and tariffs, tax reform, cybersecurity, and other key risks boards need to be prepared for.
  • Ceres emphasizes the importance of recognizing climate change as a critical risk for companies.
  • Deloitte provides recommendations on how directors can leverage insights when establishing practices for M&A proposal review, and stresses the importance of keeping directors up-to-date on regulatory changes.
  • Spencer Stuart identifies trends in board composition and how retirement, diversity, and age are driving factors in the space.

Download the article.




To Be a Good In-House Counsel, Be Prepared to Break The Law, Maybe

As an in-house counsel — the individual tasked with mitigating risk for your employer — sometimes you have to make a decision much hastier than you might normally be comfortable with doing so, writes Stephen R. Williams in a column for Above the Law.

Williams, who works in-house with a multi-facility hospital network, tells about a crisis that dropped into his lap late on the Friday before the week of Christmas. It involved a report from an employee who said one of their coworkers made what was perceived to be a comment reflecting a suicidal thought.

His column tells how he dealt with the situation, even though the colleagues who usually handle such cases were unavailable because of the holiday season.

Read the article.