ACC Annual Meeting: Sneak Peek at New Programming

The 2018 annual meeting of the Association of Corporate Counsel will be Oct. 21-24 in Austin, Texas.

Participants at this year’s event may select from 110 CLE/CPD programs.

The complete schedule is posted online.

Some of the topics are:

Compliance & Ethics
Corporate & Securities
Employment & Labor
Environmental & Sustainability
Financial Services
Health Law
Information Governance
Insurance Staff Counsel
Intellectual Property
International Legal Affairs
IT, Privacy & eCommerce
Law Department Management
New to In-house
Nonprofit Organizations
Real Estate
Small Law Department
Sports & Entertainment

Jason Dorsey, Co-Founder & President, Center for Generational Kinetics will be the keynote speaker on Monday, Oct. 22.

Get more information.



NDAworks Introduces Automation of NDAs

SecureDocs has introduced NDAworks, which is designed to help companies manage non-disclosure agreements.

The company says on its website that NDAWorks helps manage the signing, tracking and storing of a company’s NDAs from a central, secure location.

By utilizing agreement templates, built-in electronic signature, and custom document tagging, a legal team can save time and remain in control of every single NDA issued by the organization, the developer says.

The company is offering a free 14-day trial.

Learn more about NDAworks.



Square Paid Big for a Super Star Tech Lawyer, Then She Quit After 16 Months on the Job

Just 16 months after joining the $22.5 billion payments company Square as general counsel, Hillary Smith stepped down from the role, reports Business Insider.

Smith joined Square in 2016 with an $8 million compensation package. She’ll stay on as an employee at the company through September to manage the transition, according to reporter Becky Peterson.

“It’s unclear why Smith is stepping down. She did not respond to a request for comment and Square would not provide details about the change in its top legal post, which will be occupied by Sivan Whiteley,” Peterson writes.

Read the Business Insider article.



Invitation: ACC Legal Operations Conference

ACCThe Association of Corporate Counsel will hold the 4th annual ACC Legal Operations conference in Chicago on June 11-13, 2018, at the Hyatt Regency McCormick Place.

On its website, the ACC says the conference offers members a unique opportunity to learn about the latest trends and advancements in a peer-rich environment, while also collaborating to address shared issues and opportunities.

The program will feature:

  • Sessions on AI, blockchain, and so much more
  • Multiple workshops and expert-led roundtables
  • Benchmarking metrics
  • Takeaway tools you can use right away
  • A workshop with an organizational development expert on “Leading Yourself and Others (Including Your GC.) Through Change”

Register or get more information.



Novartis Lawyer to Retire Over Contract With Trump Attorney Michael Cohen

The Swiss pharmaceutical giant Novartis announced Wednesday that a top lawyer who co-signed a $1.2 million contract to hire President Trump’s personal lawyer Michael Cohen will step down in June, reports The Washington Post.

Reporter Carolyn Y. Johnson writes that Felix R. Ehrat, group general counsel of Novartis, is retiring “in the context of discussions surrounding Novartis’ former agreement with Essential Consultants, owned by Michael Cohen,” the company said.

Joseph Jimenez, former Novartis chief executive, initiated the contract and co-signed it with Ehrat. Jimenez stepped down as chief executive in late January.

The announcement comes days after AT&T chief executive Randall Stephenson said the top official in the company’s Washington office was leaving over a consulting deal with Cohen.

Read the Post article.



AT&T CEO: Hiring Trump Lawyer Michael Cohen Was ‘a Big Mistake’

Image by Mike Mozart

AT&T’s chief executive said Friday that the company made a “serious misjudgment” to seek advice from President Trump’s personal attorney and announced that its top lobbying executive in Washington would be leaving the firm, reports The Washington Post.

AT&T chief executive Randall Stephenson wrote in a companywide internal email that hiring Cohen “was a big mistake.”

AT&T agreed to pay $600,000 to Cohen last year in exchange for advice on dealing with the Trump administration. Internal AT&T documents outlined how Cohen was expected to provide guidance on matters facing the company at the Federal Communications Commission and the Justice Department, specifically mentioning AT&T’s $85 billion Time Warner merger, according to reporter Brian Fung.

The executive who is leaving is Bob Quinn, AT&T’s senior executive vice president of external and legislative affairs.

Read the Post article.



Download: Why the GC Should Be the Board’s Best Friend

National Association of Corporate DirectorsCompanies must shift from focusing on rules and consequences to emphasizing culture and values, according to Carolyn Frantz, Microsoft’s deputy general counsel and corporate secretary, in an article published by the National Association of Corporate Directors.

The article is available for downloading from the NACD website.

n this interview from the Strategic Asset General Counsel forum, an annual day-long event hosted by The National Association of Corporate Directors, Frantz answers these questions:

  • Who presents compliance-related information to the board?
  • Do you need an outsider CEO to change a company’s culture?
  • What does tone-in-the middle training look like?
  • What shapes culture at the bottom?
  • How do you address differences in moral values as a global company?

Download the article.





Download: Study Shows 4X ROI With Digital Discovery Pro

Zapproved and Hobson & Company recently partnered to research the average return on investment (ROI) that businesses gained by implementing Digital Discovery Pro for in-house ediscovery. A report on the research is available for downloading at no charge.

Zapproved reports that its research shows a 4X return on investment with an automated, cloud-based software solution.

“Companies in this study reported that for many of their investigations and legal matters, in-house ediscovery is more cost-effective than outsourcing,”  Zapproved reports. “Our experience with clients backs that up: for organizations that are ready, automating data processing and review in house is well worth the investment. But how quickly does that investment pay for itself?”

Download the report.




Biglaw Firm, Former U.S. Attorney Accused of Hacking Cover-Up

Bloomberg Law is reporting that a little-noticed lawsuit filed in New York federal court accuses a former federal prosecutor of unethically preventing a whistleblower from telling the FTC that he hacked an embattled company’s files using “FBI surveillance software” that the prosecutor gave him.

The allegations are in a suit against former U.S. Attorney Mary Beth Buchanan and Bryan Cave Leighton Paisner LLP, the global megafirm where she is now a partner, according to reporter Samson Habte.

Plaintiff LabMD Inc., a cancer-screening firm, says it went out of business after falling victim to a “shakedown scheme” by a cybersecurity firm that hacked the lab’s files—and then reported it to the FTC when it refused to pay for “remediation” services.

LabMD’s complaint alleges Buchanan gave FBI surveillance tools to Tiversa Inc., which then allegedly used the tool to hack LabMD. It also alleges Buchanan unethically represented the whistleblower in FTC proceedings to keep him from divulging how Tiversa received the hacking tool.

Read the Bloomberg article.



CLE: Vendor, Customer and Competitor Bankruptcies, What GCs Need to Know

Select Counsel will present its latest In House Focus CLE program, What GCs Need to Know About Vendor, Customer and Competitor Bankruptcies, on Wednesday, May 9, 2018,  at 9 a.m. PT / 12 ET.

The event is accredited for CLE in most states and is free for in-house counsel.

Ted Storey, former general counsel of Round Table Pizza, will join Tobias Keller and Jane Kim, partners in Keller & Benvenutti LLP, to discuss a range of issues commonly presented to healthy companies when vendors, customers or competitors file bankruptcy cases. These issues include engaging in competitive behaviors, recovering claims and evaluating ongoing credit exposure, and protecting against common motions and actions taken in bankruptcy.

Here are some of the questions that will be answered during the course of the program:

1. In what ways can a competitor’s bankruptcy filing be used to your advantage?

2. What will happen to the IP you’ve licensed when the licensor files for chapter 11?

3. What are the pros and cons to buying assets in bankruptcy?

4. How can you get paid when your customer or licensee files for bankruptcy?

Register for the webinar.



Download: 2018 E&C Hotline & Incident Management Benchmark Report

NAVEX Global has published the 2018 Ethics & Compliance Hotline & Incident Management Benchmark Report. The report is available for downloading at no charge.

The newly released report shows the number of employee complaints and misconduct reports are rising — and a surprising 44 percent of all reports are substantiated.

However, cases are taking longer than ever to close, NAVEX points out in the report. “When cases take too long to resolve, employees feel unheard and are more likely to report outside your organization, where you miss the opportunity to mitigate risk with an appropriate response. Download the report to compare your compliance program against industry standards and get best practices from the experts to help you encourage internal reporting.”

Download the report.



Merck’s Patent Loss a Cautionary Tale for In-House Attorneys

Merck & Co.’s loss of a $200 million jury verdict for patent infringement shows that companies with internal prosecution staff need to observe strict rules for external communications, according to Bloomberg Law.

“The U.S. Court of Appeals for the Federal Circuit affirmed a district court’s judgment that Merck could not collect the award because of its ‘unclean hands’ in procuring the two patents asserted against Gilead Sciences Inc.,” writes Tony Dutra. “Under the unclean-hands doctrine, the lower court was reasonable in wiping out the entire amount because Merck’s patent attorney’s misconduct in 2004 directly affected its litigation position in 2013, the appeals court said.”

A Merck in-house lawyer listened in on a 2004 phone call during which another company divulged information on a compound being developed. The lawyer — despite being under a nondisclosure agreement — subsequently changed a Merck patent application that was in the works, narrowing the applied-for patent claims to cover what the other company disclosed, Dutra explains.

Read the Bloomberg article.




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.




Median CEO Pay for the 100 Largest Companies Reaches Record $15.7 Million

The Washington Post is reporting that booming stock market and bulging equity awards propelled the median 2017 compensation for CEOs of the 100 largest companies to the highest figure in 11 years, according to a new analysis by executive compensation and governance research firm Equilar.

“While the median pay increase for CEOs was slightly lower than the year prior, at 5 percent instead of 6 percent, the median CEO pay package was valued at $15.7 million, the first time it notched above 2016’s previous high of $15 million,” writes Jena McGregor.

The highest-paid CEO in this year’s study is Broadcom’s Hock Tan, with a 2017 compensation package valued at $103.2 million. That figure includes a new stock grant valued at $98.3 million that will pay out over a period of several years only if Broadcom meets certain total shareholder return performance thresholds.

Read the Post article.

May 3 Live Event: Explore the Value of ESOPs By Studying a Proven Implementation

Bloomberg Tax will present a live event designed to help business owners, tax, finance directors, in-house counsel, bankers and investment professionals including PE & hedge fund managers to learn how employee stock ownership plans (ESOPs) can provide more than just an exit strategy. They may be an opportunity for a growing business and its employees, the company says.

The event will be Thursday, May 3, 2018, 2:30-6 p.m., at Bloomberg L.P., 120 Park Avenue, New York 10165.

New Era of Material Wealth Creation With ESOPs” will look at all the benefits associated with ESOPs, including top performer retention, growing capital, and future planning.

Presenters will move past theory into the practical implementation of an ESOP. Through a case study, thought leaders will explore all of the stages of the process, including crafting the right design, securing employee buy-in, and more, Bloomberg says on its website.

Register for the event.



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.



Facebook Privacy Scandal Unleashes Nationwide ‘Litigation Swarm’

Facebook Inc. finds itself in the eye of a rapidly building legal storm over the disclosure of user data to political research firm Cambridge Analytica as lawsuits stack up from users and investors, and regulatory agencies pile on, Bloomberg Technology reports.

Reporter Christie Smythe quotes Marc Melzer, a New York-based attorney: “Facebook’s having to fight on multiple fronts, with potentially conflicting strategies and obligations, is what will make this ‘litigation swarm’ problematic.” The company will likely “want to move slowly and withhold as much as they can without antagonizing regulators or the courts that are presiding over the suits.”

“Damages could be substantial for shareholders, with one group of investors estimating that at least $50 billion in the company’s market capitalization has been wiped out as a result of the disclosure, which affected 50 million users,” Smythe reports.

Read the Bloomberg Technology article.



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



Webinar: How Solid is Your Whistleblower Program?

More whistleblowers turn directly to the SEC to report complaints of alleged misconduct than to internal reporting systems, reports NAVEX Global. A recent U.S. Supreme Court ruling further encourages this behavior, so it is critical to evaluate a company’s employee whistleblowing program.

NAVEX will present a complimentary webinar on the subject on Tuesday, April 10, 2018, beginning at 10 a.m. Pacific / 1 p.m. Eastern time.

Participants will hear new insights from the 2018 Ethics & Compliance Hotline & Incident Management Benchmark Report. Experts at Baker McKenzie and NAVEX Global have analyzed the data to show you how to assess your program and improve the odds that an employee will report to you first—giving you critical foresight into potential organizational risk.

Presenters will be Carrie Penman, Chief Compliance Officer and Senior VP, NAVEX Global; and Scott Nelson, Partner, Baker McKenzie LLP.

Register for the webinar.



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.