Whistleblower Says Walmart, Eyeing Amazon, Cheated on E-Commerce

Walmart Inc. was sued on Thursday by a former executive who accused the world’s largest retailer of issuing misleading e-commerce results, amid growing pressure from Amazon.com Inc,, and firing him for complaining about it, reports Reuters.

In his complaint, former director of business development Tri Huynh alleges various wrongdoing, including the mislabeling of products, enabling Walmart to charge excessive sales commissions, and failure to properly process customer returns, enabling it to boost results, according to the report by Jonathan Stempel and Nandita Bose.

“Wal-Mart cut corners and cheated in a race to expand and gain market-share,” having been “desperate to gain the ground it had long lost to Amazon,” Huynh said in his complaint filed in U.S. District Court in San Francisco.

Walmart called Huynh a disgruntled former employee who was let go during a restructuring.

Read the Reuters article.





Dallas Judge Denies Toyota Request to Seal Safety, Product Defect Documents

A Dallas judge has rejected an attempt by Toyota to seal documents describing the automaker’s history of withholding information about its defective and dangerous products in connection with consumer lawsuits, often involving injured victims, according to a post on the website of  Androvett Legal Media and Marketing.

In his March 5 ruling, state District Court Judge Dale Tillery said that it is in the public interest to keep such documents open for review because they detail issues involving public health and safety. In a separate ruling, Judge Tillery ordered Toyota to make a representative available to describe how the company manages and stores databases of hundreds of thousands of documents that may contain information about safety and design issues of Toyota products.

Attorneys from The Law Offices of Frank L. Branson obtained the records as part of a lawsuit on behalf of a Dallas family whose two children were seriously injured in 2016 when seatbacks in their Lexus ES300 failed during a rear-end collision.

“The implications of this ruling go far beyond our case,” said Branson. “Toyota has a track record of not producing information in American courts.”

The judge’s order also applies to internal correspondence from a former Toyota corporate lawyer who complained that the automaker routinely refused to comply with information requests from lawyers in product defect cases. The Androvett post says in-house lawyer Dimitrios Biller left Toyota in 2007, citing his objections to Toyota’s lack of transparency and its efforts to avoid releasing proprietary internal documents to plaintiffs in injury lawsuits. Biller’s correspondence specifically describes Toyota’s efforts to settle injury lawsuits rather than turn over a safety database known within Toyota as the “Books of Knowledge.”

The case is Reavis et al. v. Toyota Motor Sales USA et al., Cause No. DC-16-15296.

Branson, who represents the Reavis family along with Branson firm attorneys Chip Brooker and Eric Stahl, said the public deserves access to court files, particularly when the records document safety and design issues.




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.



GE Stalls Executive Bonuses, But CEO Still Earns 157 Times More Than Average Worker

MarketWatch is reporting that General Electric Co. Chief Executive John Flannery and other top company executives received no bonuses in 2017, but the $9 million Flannery was awarded in his first year as CEO still managed to be 157 times higher than the salary of the company’s median employee.

Claudia Assis reports that GE said in a filing that Flannery’s salary was set at $2 million, plus stock options, pension and deferred compensation and other monies that took his total pay package to $9 million for the year.

“For 2017, the Compensation Committee determined that, for the first time in GE’s history, the senior leaders at GE’s headquarters — our past and present CEOs, CFOs, Vice Chairs, General Counsel and HR directors — would not receive bonuses,” the company said in its annual proxy filing. “We also zeroed out the performance share units awarded to senior leaders in 2015 even though the recipients were technically eligible for a partial payout.”

Read the MarketWatch article.



Wynn Resorts Settles Lawsuit for $2.4B Over Forced Redemption of Shares

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The Associated Press is reporting that Wynn Resorts has agreed to pay $2.4 billion in a settlement with a Tokyo casino game maker and its U.S. unit over the forced redemption of their shares in the Las Vegas-based casino operating company in 2012.

The report by Regina Garcia Cano says the company settled with Universal Entertainment Corp., which previously held an almost 20 percent stake in Wynn Resorts through its subsidiary Aruze USA Inc.

“The legal fight between the companies dates back to 2012, when Wynn Resorts pushed out Universal’s founder Kazuo Okada after finding the Japanese tycoon made improper payments to overseas gambling regulators,” she writes. “The actions by Wynn Resorts stemmed from a separate casino resort project Okada was undertaking in the Philippines.”

Wynn Resorts said it found more than three dozen instances over a three-year period in which Okada and his associates engaged in “improper activities for their own benefit.” Wynn Resorts forcibly redeemed Azure’s shares in February 2012 and issued a 10-year, $1.9 billion promissory note, leading to the lawsuit.

Read the AP 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.



Ex-Regal Execs to Draw $30 Million Total in Severance Pay

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Regal Entertainment’s ex-CEO took home a $14.6 million payout when she and the Knoxville-based theater chain’s other top executives resigned this week, reports Know News, a part of the USA Today network.

Reporter Matt Lakin writes that a report filed with the U.S. Securities and Exchange Commission lists the severance packages awarded to Amy Miles, Regal’s CEO since 2009, and three others.

One of those, general counsel Peter Brandow will receive a $1.04 million payment and an $1.1 million bonus, for an ultimate total payout of $4.7 million. He’d been general counsel since 1999.

“The four bowed out under the terms of Regal’s merger with UK-based Cineworld Group PLC, which became final Wednesday,” writes Lakin.

Read the Knox News 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.



Why GE is Making a Dramatic Overhaul to Its Board of Directors

General Electric has announced a shakeup that’s unusual in corporate America, disclosing an overhaul to its board that included the departure of eight directors, the nomination of three new members and an eventual change next year in its independent lead director, The Washington Post reports.

“The announcement, which follows a precipitous fall in its share price in recent months and weeks of troubling headlines for investors, was first discussed by new CEO John Flannery in November and had been expected,” writes reporter Jena McGregor. “If shareholders approve the nominees, the industrial giant will have just 12 directors — far closer to the average size board and 33 percent smaller than the 18-member board it had a year ago.”

She adds that the revamp is an example of the kind “of overhaul advisers on governance and board recruitment say is extremely rare, if well overdue at the embattled company.”

Read the Post article.



NACD Governance Outlook: Projections on Emerging Board Matters

The National Association of Corporate Directors has published its 2018 Governance Outlook and made it available for downloading at no charge.

The report provides perspective on the trends, issues, and risks that will command the board’s attention this year.

“Perhaps the biggest challenge for directors right now is deciding where to focus their attention,” the NACD says on its website. “Both risks and opportunities are proliferating at a bewildering pace. How can boards and directors make the most of their limited time?”

The report includes:

  • a summary of directors’ priorities from the 2017–2018 NACD Public Company Governance Survey;
  • an assessment of the future of risk management from Grant Thornton LLP;
  • a look at the forces driving change in board composition and succession;
  • an alert to an often-overlooked liability risk: failing to reveal pertinent information;
  • new trends in D&O exposures; and
  • insight into workforce disruption, cyber-risk reduction, and other risks.

Download the report.



Download: Are You Ready For The GDPR?

Zapproved has published “GDPR Readiness: A Quick Start Guide” about the European Union’s General Data Protection Regulation (GDPR) which is set to go live on May 25, 2018.

Zapproved says that half of all affected businesses won’t be ready for the May launch of the GDPR. This guide is intended to help those struggling with compliance so companies can avoid fines, which can be as much as 4 percent annual corporate turnover, or €20 million — whichever is greater.

“If you collect or maintain data about EU residents or conduct business in the EU, you will need to understand and comply with the data collection, security, access and erasure provisions of the GDPR or face unprecedented penalties,” the company warns.

This complimentary quick guide explains why GDPR exists and how it’s likely to conflict, at least initially, with U.S. discovery principles. It includes a short checklist for the first steps to take to get started with GDPR readiness.

Download the guide.



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.



Wynn Resorts Board Sued for Failing to Investigate Chief Executive

Image by Tony webster

Reuters is reporting that the board of Wynn Resorts has been sued by shareholders, claiming the board knew for years that Steve Wynn, founder and chief executive of the casino operator, had been accused of sexual misconduct and failed to investigate.

Reporter Tom Halls explains:

“The case is a derivative lawsuit, meaning any damages paid by Wynn and the other board members who are named defendants would be paid to Wynn Resorts, not directly to investors.

“The lawsuit filed in Clark County, Nevada, claimed, based on press reports, that “a board representative” was notified of Wynn’s alleged misconduct in 2009 by Wynn’s then-wife Elaine.”

Read the Reuters 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.



11th Circuit Benchslaps Biglaw Partner and District Court for Not Following Order

Above the Law examines a case in which a district court and a lawyer got into trouble with the 11th Circuit when the lower court took the lawyer’s advice not to apply the circuit’s ruling in a remanded case.

Kathryn Rubino explains that the dispute dates to 2011, when Winn-Dixie grocery store company sued more than 100 dollar stores for violating exclusivity provisions in their lease agreements. The 11th Circuit ruled in the appeal and sent the case back to the district court for application.

The problem arose when lawyers for the dollar stores persuaded the district court not to apply the ruling.

The judges singled out Troutman Sanders lawyer Brian P. Watt for statements urging the lower court not to follow the circuit’s mandate.

“Needless to say (or maybe not), a district court cannot amend, alter or refuse to apply an appellate court’s mandate simply because an attorney persuades the court that the decision giving rise to the mandate is wrong, misguided or unjust,” the panel said.

Read the Above the Law article.




Airbnb Names Legal Chief New COO Amid Senior Rank Shakeup

Image by BCorn MarketingDiv (Own work) [CC BY-SA 4.0 (https://creativecommons.org/licenses/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 Broadcast.com,” 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.




Download: The State of E-Signature Implementation

Esignature - contract -signingeSignLive by Vasco has made available a new report: “Forrester Report: The State Of E-Signature Implementation: Twenty-Five E-Signature Use Cases Show Adoption Trends,” which can be downloaded from the eSignLive website at no charge.

The Forrester Report examines 25 e-signature implementations across the United States and Europe with use cases for receivables, payables, various contracts, onboarding agreements, and travel bookings – uncovering trends in adoption, authentication, and business results.

The report covers:

  • The average implementation time for e signature projects
  • Reported ROI metrics from each project
  • Top challenges, from browser compatibility to user training
  • How solution flexibility mitigates complexity
  • Biometric authentication trends
  • Innovation in mobile signing

Download the report.





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.



SEC Weighs a Big Gift to Companies: Blocking Investor Lawsuits

In its determination to reverse a two-decade slump in U.S. stock listings, the SEC might offer companies an extreme incentive to go public: the ability to bar aggrieved shareholders from suing, reports Bloomberg.

The Securities and Exchange Commission has privately signaled that it’s open to at least considering whether companies should be able to force investors to settle disputes through arbitration, an often closed-door process that can limit the bad publicity and high legal costs triggered by litigation, writes Benjamin Bain.

“But allowing companies to shield themselves from shareholder lawsuits would almost certainly enrage investor advocates and Democratic lawmakers, a combination that helped defeat a 2012 attempt by private-equity giant Carlyle Group LP to prohibit investor suits as part of its IPO,” Bain explains.

Read the Bloomberg article.



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.