Download: 2018 Corporate Ediscovery Benchmarking Report

Zapproved recently partnered with Corporate Ediscovery to commission an in-depth survey of corporate ediscovery professionals. The resulting benchmark report uncovers key insights about the ediscovery community, including common challenges, aspirations, and approaches to managing each stage of the EDRM.

The 2018 Corporate Ediscovery Benchmarking Report can be download from Zapproved’s website at no charge.

The results and detailed benchmarks include:

  • The volume and types of matters that require ediscovery support
  • How corporate teams are managing each stage of the EDRM – from data preservation through document review
  • Common challenges and goals for 2019 and beyond
  • Best practice adoption rates and barriers

Download the report.



What Tesla Really Needs, SEC Says, Is an ‘Experienced’ Lawyer

Of the all fixes the SEC wants Tesla Inc. to make in the wake of Elon Musk’s now-infamous tweet, one stands out for its novelty: “An experienced securities lawyer” to review all social media communications by the company’s senior officers, reports Bloomberg Law.

“In resolving its fraud claims against Tesla and Musk, the Securities and Exchange Commission specified in the fine print of its settlement proposal that the lawyer hired or designated to vet tweets must have qualifications that’“are not unacceptable to the staff,’” writes reporter Peter Blumberg.

The head of the legal department now is a lawyer who represented Musk through two divorces, Todd Maron.

Read the Bloomberg Law article.



Download: A Field Guide to Bad Directors

National Association of Corporate DirectorsBad corporate directorship can be incredibly detrimental to a company or organization. From inattention to detail to feelings of entitlement, bad board members can seriously impede board operations, waste precious resources, and stifle best-practice corporate governance.

The National Association of Corporate Directors has published  “A Field Guide to Bad Directors,” in which four-time corporate chair and CEO of Special Investigations Michael Pocalyko

  • lays out the defining characteristics of a bad director,
  • identifies 14 of the most prevalent bad director archetypes, and
  • offers suggestions for mitigating the effects of a bad director.

Additionally, Pocalyko interviews three seasoned directors about their personal experiences with deficient board members and what management styles and personal qualities are beneficial in maintaining a high-performance board.

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

Download the article.



Elon Musk’s SEC Settlement Could Have Gone So Much Worse

SECLegal experts say the penalties that the SEC doled out to Elon Musk for  “false and misleading” statements made on Twitter could have been much, much worse for Musk and his car company, reports Wired.

Reporter Aarian Marshall writes that “Musk and Tesla will have to each write $20 million checks for the misadventure, which will be disbursed to investors harmed during the wild market swings that occurred after Musk’s tweets.” Musk had tweeted that he planned to take Tesla private and funding had been secured.

“Not settling with the SEC could have led to a more dire outcome,” Marshall explains. “The SEC’s initial suit sought to bar the CEO from becoming an officer or director for any public company, perhaps for life.”

Read the Wired article.




Download: Effective Practices for Internal Investigations Led by the Board

National Association of Corporate DirectorsA new article published by the National Association of Corporate Directors discusses the steps a company needs to take before deciding to embark upon a board-led investigation, and provides insight into essential actions the company should take to “weather the storm of an investigation,” like assigning committee responsibilities and having disinterested directors.

Based on best practices discussed at this spring’s AC Committee Chair Advisory Council meeting, this article outlines the key considerations for boards beginning an investigation:

  • Early decisions have far-reaching impacts
  • Keep the external auditor informed, while maintaining privilege
  • Take a proactive approach to remediation
  • Get ahead of reputational damage
  • Discuss whether the circumstances warrant self-reporting

The company said this article helps directors develop an internal investigation protocol to follow should an issue arise, and equips directors with a framework to mitigate the effects of an investigation both internally and externally.

Download the article.



Master Class: Aligning Board Responsibilities

NAVEX Global will present the online master class “Herding Big Cats: Improving Executive & Board Engagement” on Thursday, Sept. 20, 2018, beginning at 10:30 a.m. Central time.

Getting positive buy-in needed from an organization’s executives and board members is a common issue for most businesses, NAVEX says on its website. “And, it can be especially difficult for compliance professionals needing to demonstrate the true ROI of their programs. In this Master Class, you’ll learn how to wrangle top-level decision-makers to ensure all executives and board members understand their responsibilities for compliance oversight. Effectively protect your organization from compliance and behavioral risk, and learn why active board engagement is critical for establishing a strong ethical culture from the top down.”

This master class will cover:

  • How to contribute to the goals of the board
  • Rules of engagement for difficult board discussions
  • Common communication mistakes to avoid
  • Meaningful board training methods
  • How to position compliance to get critical program buy-in

Register or get more information.




Budget Benchmarks: Where Do You Stand?

As budget season approaches, a post on the Xakia website takes a look at the financial side of corporate legal operations – from alternative fee arrangements to special considerations for smaller departments.

The post offers some benchmarks to help gauge how a department’s budget compares with others. While every team and company is different, benchmarks can help establish context – or give you fodder to ask for a budget increase, the company says.

Headings include: Legal Budget as a Percentage of Revenue, Legal Budget by Department Size, Legal Budget by Location, Legal Budget by Industry, and Why Budget Matters.

Read the article.



Microsoft GC to Business Partners: If You Want to Work With Us, Offer Paid Family Leave

MicrosoftOutside companies that provide services to Microsoft Corp. will be required to provide their employees 12 weeks of paid family leave, announced the company’s new general counsel, Dev Stahlkopf.

The Washington Post reports that, under the requirement, mothers and fathers who perform work for Microsoft — biological and adoptive — must receive 12 weeks of leave at two-thirds of their wages or up to $1,000 weekly. The new rule applies to outside contractors, such as those providing culinary, housekeeping and receptionist work.

“Microsoft now partners with more than 1,000 firms across the U.S. — half of which work outside Washington state,” writes reporter Danielle Paquette.

Read the Washington Post article.



Robert Gross Partners with Michael Best Strategies

Michael Best Strategies has partnered with Robert Gross, who will also serve as senior counsel for Michael Best & Friedrich LLP.

As a senior advisor at Michael Best Strategies LLC, Gross will provide a national perspective on corporate governance for both public and privately-owned companies. He has experience in mining, energy, environment, higher education areas, and the banking and financial services industries, the firm said in a release.

Gross has served as a bank president and CEO, general counsel, and corporate secretary. He also served six years as a state government cabinet-level executive director. Gross was appointed by the George W. Bush administration to serve in Baghdad as a senior advisor to the Iraqi Ministry of Labor and Social Affairs.

“Robert adds an unmatched depth and dimension to our team,” said Rob Marchant, President of Strategies. “He brings an unparalled understanding and knowledge of corporate finance and governance, which will greatly benefit our clients across the country.”

“I’m so pleased to join the Michael Best team,” said Gross. “It’s a tremendous opportunity to blend my experience and relationships in business, law, and government to help the businesses we serve.”

“Robert offers unique skills in a specialty trade that requires both legal and business management expertise,” commented Jeff Hartley, Michael Best Strategies partner based in Utah. “Growth in a startup company, mergers and acquisitions, succession in family-owned businesses, and many other reasons may create a need for a board of directors to evolve the structure of its governance. A board of directors with a healthy governance model is good for the board, good for management and good for shareholders. With Bob’s experience as an attorney, a bank president, the director of a large state government agency and as the current president of Robert C. Gross Associates, Robert is in a position to add tremendous value as a member of the Michael Best Strategies team.”



Just Released: ACC 2018 Global Compensation Report

ACCThe Association of Corporate Counsel has published an in-depth, self-reported compensation survey for in-house counsel and legal operations professionals.

For companies seeking to stay competitive in the marketplace and lawyers considering career moves, access to detailed compensation data for in-house counsel and legal operations professionals is essential, the ACC says on its website.

Based on responses from more than 5,000 lawyers in corporate legal departments from 65 countries and 39 different industry sectors, this first-ever ACC Global Compensation Report is available from the organization.

Download the report.




Securities Lawyers Shocked By Elon Musk’s Tweet, Point to Potential Legal Minefield

CNBC reports that some securities lawyers said they were shocked by a tweet from Elon Musk that said Musk was mulling a take-private transaction for Tesla, his electric car company. The tweet even named a target price, $420 a share, and said financing was lined up.

Reporter Liz Moyer quotes Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, who told her, “I do not believe this is the appropriate way to suggest going private.”

If the content of the tweet wasn’t true, lawyers said, it could set up Musk and the company for regulatory action and private lawsuits.

Read the CNBC article.




SCCE Announces Speakers for Annual Compliance & Ethics Institute

The Society of Corporate Compliance and Ethics has announced the lineup of keynote speakers for the 17th Annual Compliance & Ethics Conference. The event will be Oct. 21-24, 2018, at Caesars Palace in Las Vegas.

Scott Eblin, author of The Next Level and Overworked and Overwhelmed, will speak on Monday, Oct. 22, 8:30-9:30 a.m.

Amber Mac, a TV/radio host of Internet of Things, will speak on Tuesday, Oct. 23, 8:15-9:15 a.m.

Ty Francis, MBE, a global governance and ethics advisor, will speak on Monday, Oct. 22, 3:15-4:15 p.m.

On Tuesday afternoon, a panel discussion will consider “What We Need to Know About #MeToo.”

Panelists will be Jenny O’Brien, JD, CHC, CHPC, Chief Compliance Officer, UnitedHealthcare; Rebecca Walker, Partner, Kaplan & Walker; Paul E. Fiorelli, JD, MBA, Director, Cintas Institute for Business Ethics and Professor of Legal Studies, Xavier University; and Robin H. Everhart, Senior Vice President and Chief Diversity Officer, Cintas Corporation.

Register for the conference.





Google Just Promoted Its Top Lawyer to Run Global Affairs

CNBC is reporting that Google has promoted its general counsel and long-time employee Kent Walker to senior vice president of global affairs.

In his new role, Kent Walker will  oversee Google’s policy, legal, trust and safety, and corporate philanthropy teams.

“In this more public-facing position, his role will be similar to how former CEO Eric Schmidt often represented Google’s interests to governments, before he stepped down from his executive chairman role last December,” explains reporter Jillian D’Onfro. “It’s also similar to the role Brad Smith plays for Microsoft.”

Read the CNBC article.



Papa John’s Founder Sues the Company, Seeking Documents Related to His Ouster

Papa John’s International Inc. founder John Schnatter is suing the pizza chain, demanding internal files related to directors’ handling of his ouster for using a racial slur during a media-training session, reports Bloomberg via the Los Angeles Times.

Schnatter, who owns 29% of the company, resigned as chairman this month but remains on the board.

The report continues:

“Mr. Schnatter sought to inspect documents because of the unexplained and heavy handed way in which the company has treated him” after news surfaced of his use of a racial epithet, the founder’s lawyers said in the suit. After the report, Schnatter resigned as chairman of Papa John’s but later said he regretted the decision.

Read the LA Times article.



Facebook GC Leaving as the Company Grapples With Election Aftermath, Federal Investigation

Colin Stretch, Facebook’s top lawyer and the man who led Facebook’s investigation into Russian election interference efforts following the 2016 U.S. presidential election, is leaving the company at the end of the year, according to a Recode report.

Stretch posted on Tuesday that he’s planning to leave the company but will stay on until the end of the year to help find his replacement, writes reporter Kurt Wagner.

Wagner adds:

Stretch’s departure comes during a stressful time for Facebook’s legal team. Not only is the company still grappling with the controversial role it played in the 2016 U.S. election — Russia used to platform to try and divide U.S. voters with inflammatory and inaccurate posts — but it’s also gearing up for the 2018 midterms. Company executives have been open in saying that they expect foreign governments might try again to sway voters.

Read the Record article.



After One Month in Role, Texas Instruments CEO Ousted for Personal Conduct

The Dallas Morning News is reporting that Texas Instruments chief executive and president Brian Crutcher has been removed from his position after violations of the company’s code of conduct.

Reporter Melissa Repko writes: “The Dallas-based semiconductor company said in a news release Tuesday that the violations were related to personal conduct and did not affect the company’s operations or its finances. It did not give details about the violation. But it appears the board acted after receiving a claim that it investigated, according to a video shared with employees.”

The company’s chairman and former CEO, Rich Templeton, has reassumed the role vacated with Crutcher’s sudden departure.

The Morning News also published a commentary titled “Why won’t Texas Instruments say more about CEO’s exit? It could be legal, cultural or worse.”

Read the Dallas News article.



Webinar: Leveraging the Data in Your Contracts to Prove the Value of Legal

Concord will present a complimentary webinar titled “From Cost Center to Profit Center: Leveraging the Data in Your Contracts to Prove the Value of Legal.”

The event will be Thursday, July 26, 2018, at 10 a.m. Pacific time.

Legal’s new role as a strategic business function has forced legal teams to evolve, shifting from cost-center to profit-center, Concord says on its website. This shift has transformed the overall value legal provides—moving well beyond risk management and cost savings—increasing the pressure on legal teams to become a source of revenue for their organization.

The webinar will equip participants to:

  • Identify the crucial KPIs for Legal when it comes to spend
  • Uncover strategies to take your legal team from cost center to profit center
  • Discover how Leverage the data in your contracts to prove the value of Legal

The webinar is presented in partnership with General Counsel News.

Register for the webinar.




Are Your Vendors Putting You at Risk Under California’s New Privacy Law?

Under California’s groundbreaking privacy law, general counsel face stringent compliance requirements for managing the personal data of consumers, including personal data shared with third parties, points out the Association of Corporate Counsel.

The issue can be far-reaching, considering that 60 percent of a company’s personal data resides with third parties, the ACC says on its website.

“Companies must take stock of what personal data their company has, where it resides, how long it’s retained, and third parties with whom they share their data. Third-party diligence is explicit or implied in the CCPA, the GDPR, Colorado’s Privacy Legislation, 23 NYCRR 500, and many others,” the organization warns.

The ACC has posted a white paper titled “Third-Party Data Compliance” to review seven important considerations for every general counsel. The paper can be downloaded at no charge.

The ACC  provides its Vendor Risk Service, the world’s only third-party diligence process designed specifically to help corporate legal teams rapidly assess third parties and meet compliance requirements.

Download the white paper.

Get information on the Vendor Risk Service.



Barnes & Noble Fires Its CEO Without Severance Pay

Image by Mike Mozart

Barnes & Noble Inc. fired Chief Executive Officer Demos Parneros for violating company policies and said he’ll exit the post without severance, report multiple sources.

USA Today reports that the move  came on the advice of  Barnes & Noble’s law firm, Paul, Weiss, Rifkind, Wharton & Garrison.

“Parneros will not receive any severance payments after his departure and he is no longer a member of the company’s board of directors,” writes reporter David Pan. “He will not be replaced in the interim by an individual, but rather that his duties will be shared by several executives, including Chief Financial Officer Allen Lindstrom.”

Read the USA Today article.




Proxy Season Survival Tip: Make Board Composition a Priority

board of directors - conference tableThe National Association of Corporate Directors has published an article titled “Proxy Season Survival Tip: Make Board Composition a Priority” and made it available for downloading.

It’s from the latest edition of NACD Directorship Magazine.

During proxy season, directors may feel as though they’re navigating a minefield of activist issues. Major institutional investors are also taking activist stances, especially in the area of board composition.

This puts boards under pressure to comply with investors’ guidelines. But how? It isn’t possible for boards to track and address many thousands of investor issues.

This article explains how boards can avert activist demands–by knowing what their shareholders are thinking and staying ahead of possible grievances. Directors can make needed changes in the boardroom by

  • increasing board diversity with both female and minority members;
  • strengthening risk oversight with tools and resources provided by NACD; and
  • updating governance guidelines in light of those proposed by investors.

Download the article.