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: 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.



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.




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.



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.




John Duke Named Hogan Lovells Office Managing Partner in Philadelphia

John Duke has been named office managing partner for Hogan Lovells’ Philadelphia office effective January 1.

In a release, the firm said Duke is a corporate transactional partner whose corporate practice encompasses mergers and acquisitions, public equity offerings, joint ventures, corporate governance and public company compliance matters. He has advised on dozens of public offerings, including initial public offerings and other capital markets transactions, and has represented public and private companies in connection with mergers, acquisition and carve-out transactions.

In his new role, Duke succeeds Ginny Gibson, a former federal prosecutor and the first Assistant U.S. Attorney and Civil Chief in two federal districts. Gibson will continue with the firm, defending clients under federal and state scrutiny against accusations of fraud and regulatory violations.



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.




Webinar: 2019 Top Ten Predictions for Legal Compliance

NAVEX Global will present a complimentary webinar titled “Top 10 Compliance Trends for 2019” on Thursday, Jan. 17, 2019, beginning at 10 a.m. Pacific time (1 p.m. Eastern).

The event will cover topics like GDPR, regulatory vs. public pressure, expanding third party risks, and more.

Recommendations will include:

  • Aligning whistleblower stats to increased revenue
  • Understanding the full landscape of third-party risk
  • The current and future state of GDPR
  • Managing culture and compliance around artificial intelligence
  • Incentivizing employees for ethical behavior
  • And more…

Register for the webinar.



‘Retaliatory Amendment’ of an LLC Operating Agreement

Like all contracts, operating agreements — which are celebrated for allowing business partners to freely define their relationship by contract — can be amended and modified, according to a post in The LLC Jungle.

Author Kevin Brodehl discusses a recent opinion from the Supreme Court of New York that illustrates how the process of amending an LLC’s operating agreement can sometimes be used to gain the upper hand in a dispute between members.

The case involves a majority of members amending the operating agreement to remove the manager and escalate capital calls.

Read the article.



Download: 5 Future Tech Forces & Board Expectations

A new publication by the National Association of Corporate Directors examines the areas of technology that are “fundamentally changing the economic world.”

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

The areas discussed in the article include artificial intelligence, blockchain, cybersecurity, hyperconnectivity, and symbiotic systems.

J.T. Kostman, the author of the article and managing director of Applied Artificial Intelligence at Grant Thornton, provides real-world examples that illustrate the capabilities these technologies have enabled, the risks they pose, and why they are considered to be the driving forces of “the fourth industrial revolution.”

Download the article.



The Rise of Analytics: How Legal Technology Finally Got a Seat in the Boardroom

By David Carns
Chief Strategy Officer of Casepoint

The story of legal technology over the past 30 years is by and large a story of tremendous progress. During that period there have been near-continual improvements, enabling significant gains in speed and efficiency, and lowering the headcount in many legal departments. But until recently the impact of these improvements has been felt primarily in the legal department itself. For the most part, legal continued to be perceived as just another department within the corporate structure, and rarely a strategic driver in the organization.

But recent advances in legal technology – in particular artificial intelligence technologies like analytics, predictive modeling and machine learning – are giving legal more prominence within the corporation and are helping make the department’s strategic value more tangible to the C-suite and the board. Let’s explore how these advanced analytic technologies are currently helping corporate legal departments elevate their standing and demonstrate they are at least as valuable as other corporate business units in managing profit and loss and informing strategic business decisions.

Yesterday’s technology creates new efficiencies, but is that enough?

Legal technology made significant improvements from the 1990s through 2010s by leveraging innovations like word processing, hard copy document scanning, electronic time capture, e-billing, and a broad range of e-discovery technologies, including web-based review and technology assisted review (TAR). The result of incorporating these and other innovations has been a much higher level of efficiency in legal departments.

In light of the paper-based alternatives of the 90s and earlier, the new efficiencies were dramatic. Word processing alone meant that fewer people were required to create memos, briefs, complaints, contracts and the like, and the addition of scanning and electronic time capture made possible huge gains in productivity for attorneys and legal staff. Even as technology opened the doors to exponential increases in data volume, e-discovery applications, web-based review and eventually TAR enabled case teams to pore through millions of digital pages with greater speed than it took to read thousands of physical pages just a few years earlier.

These were significant improvements, but for the most part they did not – and still fail to – resonate in the corporate boardroom. Why? Because legal departments remained predominantly reactionary rather than proactive. While these powerful new technologies allowed legal to manage current challenges with greater ease and with fewer employees, they did little to allow GCs to get ahead of future challenges. But that’s begun to change.

Today’s technologies provide unprecedented insight into current, and future, matters

More recent developments in legal technology – incorporating broader innovations like SaaS and cloud-computing, as well as machine learning, predictive modeling, data analysis and data visualization – are finally allowing legal departments to demonstrate proactive and strategic value to the board. The recent embrace of these innovations by general counsels and legal executives are part of a large trend in which the legal department is exerting much tighter control over eDiscovery technology. That’s happening because GCs understand it’s one of their best avenues to controlling costs. More importantly, the trend is providing the GC and other executives with the metrics they need to understand the precise relationships between cost and performance – not just in eDiscovery, but across the litigation lifecycle.

The power of analytics across multiple matters

These new technologies are realizing their fullest potential in multi-matter analytics and data reuse, in which information about data gleaned from one legal matter is leveraged and applied to the data in subsequent matters, and where analytic processes are tightly integrated across the entire litigation workflow. When advanced analytical technology is integrated across multiple legal matters, the legal department can identify key metrics to understand important trends outside the silo of individual matters. This is precisely where legal begins to transcend its traditional status and function in the organization and become a proactive participant in business strategy.

Machine learning, a key component of analytics, is all about continuous improvement. Machine learning algorithms are built to quickly detect patterns in large bodies of data. By repeatedly and iteratively generalizing from very specific examples, these algorithms steadily refine our understanding of the data and, as they are progressively exposed to even larger volumes of comparable data, are able to make increasingly accurate predictions about the kind of information a new body of data is likely to contain.

For instance, legal now has access to tools that can help them make accurate projections about important factors in eDiscovery like data volume, the number of individual documents, the document types, the number of custodians and the number of reviewers a particular matter is likely to involve. The same tools enable us to quickly make facts-based determinations on questions like these: Which outside counsel is making the most efficient and cost-effective use of technology? Which is likely to perform best on a particular kind of matter? Which reviewers were most effective and productive in Matter A? Which reviewers are likely to do the best job at the lowest cost on Matters B and C?

Analytic technology applied to a single matter – say, predictive coding to speed the review process – can be achieve big cost savings even in that comparatively narrow context, but the technology is especially powerful when you use it to leverage information from one litigated matter and apply that knowledge to additional matters.

For example, privileged documents from Matter A are highly likely to be privileged documents in Matter B. Finding those documents the first time around can be expensive and time-consuming – especially if you are relying on keyword searching – but machine learning can make that process many times faster and more accurate when you are leveraging a larger body of information from previous matters.

Similarly, “hot” documents in one matter are often likely to be informative across multiple matters. The sooner we identify such documents in the litigation lifecycle, the earlier we are able to make important decisions about whether to negotiate or proceed to trial, or about legal strategy – and, of course, this has the potential to save lots of money. The same dynamic applies to information about internal investigations: Analytics can help us quickly identify internal code words or project names tagged in previous investigations and predict their relevance to subsequent investigations. We can even use these metrics and processes to inform multiple matters simultaneously in real time. Suggested tagging from one matter can be applied to speed review in another matter being litigated at the same time.

Data-based portfolio management reduces costs across the board

When you consider the application of analytics across multiple matters, the result is something GCs haven’t had before: true portfolio management with a comprehensive view of costs, efficiencies and trends across all matters. You even have the components of high-level SWOT analysis right at your fingertips. As I’ve already suggested, this is the kind of information that earns legal a seat in the boardroom. Advanced analytics enables comprehensive, effective multi-matter management that will lead to reduced legal costs associated with litigation and reduced risk by improving legal outcomes.

Litigation cost forecasting based on multi-matter analytics is now possible and, properly applied, is much more accurate than less sophisticated forecasting methodologies. And the benefits can extend to other functions in the organization. For example, when the legal department successfully deploys analytics to overhaul its portfolio management processes, that deployment can serve as a model for corporate IT deployment in other departments and inform the organization at large about optimal technology strategies.

Does this kind of potential excite you? It should. Even if your organization chooses not to bring an advanced eDiscovery platform in-house, you should be demanding metrics from outside counsel and/or third-party vendors that can help you determine which outside counsel makes the most effective use of technology and which review teams are most cost-effective and achieve the best outcomes. Does your outside counsel take advantage of analytic tools like document classifiers, predictive coding, TAR 2.0 and advanced data modeling? If you don’t know, you should ask, and you should ask to see the data.

Analytics technology is no longer speculative in the legal domain. It is being used to great advantage in forward-looking law departments and firms right now. Technology platforms are being designed and developed specifically to accommodate a more rigorously proactive mindset in the legal department. These platforms not only incorporate advance technologies, but are also built for maximum extensibility and flexibility so they can be easily and rapidly customized and readily integrate new applications. There is little doubt they can efficiently automate the full spectrum of eDiscovery phases, but they are also giving legal departments a more holistic and data-driven view of the entire litigation process and providing the basis for strategic decision-making. That’s certainly good for legal, but it’s also good for the entire organization.


David Carns is the Chief Strategy Officer of Casepoint LLC. He joined Casepoint as a Director of Client Services in 2010, rose the ranks to Executive Vice President until his most recent promotion in 2017. In addition to being a recovering attorney, Carns possesses a lifelong passion for technology and its advancements. His career has always found him at the intersection of technology and the legal field given his intimate knowledge of both.

Prior to joining Casepoint, Carns’ positions included Director of Practice Technology at a premier global law firm, Technology Consultant, and Director of Technology. Carns holds a Juris Doctorate from The John Marshall Law School and a Bachelor’s degree in Philosophy from DePauw University.



CVS-Aetna Closes Deal; Not So Fast, Judge Says

Reuters is reporting that a federal judge on Thursday raised the prospect of not approving CVS Health Corp’s deal to buy insurer Aetna Inc, which closed earlier this week, during a routine portion of the legal process.

“I was reviewing your motion, which, of course is not opposed. And I kind of got this uneasy feeling that I was being kept in the dark, kind of like a mushroom,” Judge Richard Leon of the U.S. District Court for the District of Columbia told lawyers for the Justice Department and the two companies, noting that the American Medical Association, among others, had objected to the deal.

“I’m very concerned, very concerned that you all are proceeding on a rubber-stamp approach to this,” he told them, according to a transcript of the hearing.

Read the Reuters article.



How Does Your Salary Compare? Read the Full GC Landscape Report

LawGeex, in association with the Association of Corporate Counsel, has published an in-depth audit of the general counsel position — looking at more than 34,000 GCs, providing insights into the position and those that occupy it.

The publication, “The 2019 General Counsel Landscape,” can be downloaded from the LawGeex website at no charge.

The guide reveals insights from GCs at hundreds of companies across the United States, including Uber, PayPal, NetApp Amazon, Macy’s and Caterpillar.

Information includes:

  • Compensation based on age, gender, state, sector, and more
  • Industry standards for bonuses and perks
  • The road to becoming the modern GC
  • The Fortune 500 GC – what sets them apart

Download the guide.



Fewer Lawsuits for Corporations, But More Oversight on Data andTax Risk

Corporate counsel report a decrease in the number of lawsuits against their companies over the last year, but they face more regulatory proceedings and arbitrations in navigating increased cyber risk, data protection and tax issues.

Norton Rose Fulbright’s 2018 Litigation Trends Annual Survey polled 365 senior corporate counsel representing US-based organizations on disputes-related issues and concerns.

Two thirds of respondents report feeling more exposed in 2018 to cybersecurity and data protection disputes. The survey also found that the growing international nature of many business operations has caused a spike in conflicts related to countries’ differing discovery and data protection laws and regulations.

See the survey results.



What You Need to Know About Contract Management Software and Small Legal Teams

Contract managementContractWorks has published a new guide:  Contract Management Software for the Small Legal Team: Why It’s Not Just for the Big Fish Anymore, to navigate contract management options so the right solution can be found.

The guide discusses:

• How small legal teams are benefiting from contract management software
• How new solutions are designed to be easy and affordable
• How customization and cloud storage means there’s software for every legal department
• How automation, AI and machine learning can elevate contract management

Download the free ebook.



Legal Departments Sending Less Cash to Big Law, Survey Says

Bloomberg Law is reporting that corporate law departments are spending more, but less of that that money is landing in Big Law coffers, according to a new survey.

Altman Weil’s 19th Annual Chief Legal Officer survey revealed that most companies increased their spending between 2017 and 2018. But about a third of legal officers shifted work to lower-priced alternatives, the data indicated.

Survey participants said they received quality work and service at considerable reductions in cost with shifts to smaller firm, reports Bloomberg’s Elizabeth Olson.

Read the Bloomberg Law article.



Tesla Loses a Senior Lawyer Just as SEC Tightens Grip

Bloomberg is reporting that an experienced securities lawyer has left Tesla Inc. just as the company needs one under its fraud settlement with U.S. regulators.

Phil Rothenberg, a vice president in Tesla’s legal department who joined the company in 2011, became general counsel at Sonder, a hospitality startup, on Nov. 5, writes Bloomberg reporter Dana Hull.

Before joining Tesla, Rothenberg was an attorney-adviser for the U.S. Securities and Exchange Commission and has extensive securities law experience.

Read the Bloomberg article.