The National Association of Corporate Directors (NACD), the advocate for the profession of directorship, announced the formation of its first-ever General Counsel Steering Committee. As part of NACD’s goal to equip boards with the information they need to create long-term value for businesses, this invitation-only committee brings together more than 60 progressive general counsel — all nominated by Fortune 500 board committee chairs.

The members of the steering committee will directly shape and inform NACD’s brand-new initiative, The Strategic-Asset GC, which includes resources, a webinar series, and a live meeting on June 1, 2017, in New York City. This initiative is designed to explore the continuing evolution of the role of the general counsel and its impact on boardroom issues, and will help to form leading governance practices as well as NACD resources and additional educational programming.

“The formation of this initiative and committee couldn’t be more timely,” said Peter Gleason, the recently appointed CEO of NACD. “Our members turn to general counsel now more than ever before for their unique legal and strategic perspective. In fact, almost two-thirds of our full board members have their general counsel on their membership roster.”

NACD’s General Counsel Steering Committee members come from a diverse range of Fortune 500, nonprofit, and private companies. GC are from such companies as Foot Locker, Campbell Soup, Hanesbrands, General Motors, and Lockheed Martin.

See a list of the committee members.

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The Board of Directors of the Ethics Research Center (ERC), the research arm of ECI, announced the appointment of Larry D. Thompson as the Chairman of the ERC Board, effective immediately. Patricia Harned, Ethics & Compliance Initiative’s president and CEO, made the announcement.

“We are honored that Larry Thompson is going to be leading ERC,” Harned said. “His expertise in ethics and compliance will be an invaluable asset in leading the organization into the future.”

Thompson served as Deputy Attorney General from 2001-2003 in the George W. Bush Administration. During his tenure, President George W. Bush named him the leader of the government-wide Corporate Fraud Task Force. He was then appointed by U.S. Attorney General John Ashcroft as the leader of the United States Justice Department’s National Security Coordination Council. Following a prestigious tenure in public service he joined PepsiCo as Executive Vice President, Government Affairs, General Counsel, and Corporate Secretary. From 2012-2014 he led the corporation’s worldwide legal department, global government affairs and public policy group and its global citizenship and sustainability team.

“I’m honored and pleased to participate in the leadership of this important organization. It will be exciting to work with the many top flight professionals and academics in the ethics and compliance field,” said Thompson.

Thompson has received numerous awards for his professional achievements, including the Edmund Jennings Randolph Award for outstanding contributions to the accomplishment of the Department of Justice’s mission and the Outstanding Litigator Award from the Federal Bar Association, among others.

Thompson is the John A. Sibley Chair of Corporate and Business Law at the University of Georgia School of Law. He received his BA degree from Culver-Stockton College in Canton, MO, a MA degree from Michigan State University and a law degree from the University of Michigan.

Donald Trump’s executive order Friday banning citizens of certain countries from entering the U.S. for 90 days blindsided the technology industry, reports The Los Angeles Times.

Reporter Tracey Lien writes that the industry had thought that its main battle on the immigration front was over the number of H-1B visas — granted to high-skilled foreign workers — that will be made available each year.

But now lawyers are fielding calls from worried tech workers with visas and green cards. And they’re having to adjust their advice to those clients as each day’s news comes out.

“For those abroad, we are telling them to come back as soon as possible, and be prepared to face questioning and possible refusal,” Los Angeles immigration attorney Ayda Akalin said.

Read the Los Angeles Times article.

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Murtha Cullina LLP has posted online an on-demand video recorded from a Jan. 27, 2017, webinar on energy performance contracting.

“Energy Performance Contracting is an innovative financing technique that uses cost savings from reduced energy consumption to repay the cost of installing energy conservation measures,” the firm says on its website. “This technique allows building users (municipalities) to achieve energy savings without up-front capital expenses. The costs of the energy improvements are carried by the performance contractor and paid back out of the energy savings. The other major advantage is the guaranteed energy savings for budgetary reasons.”

Watch the on-demand video.

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A report on the website of Low,  Ball & Lynch discusses a case in which the California Court of Appeal addresses whether attorneys’ fees can be awarded when a plaintiff alleges both tort and contract causes of action and dismisses the entire complaint before trial.

In the case, Neeshat S. Khan v. Michael Shim, “The Court of Appeal concluded that when a plaintiff voluntarily dismisses an action involving both contract and tort claims, Civil Code § 1717(b)(2) does not preclude a defendant from recovering attorneys’ fees if the fee provision is broad enough to cover the tort claims.”

The article concludes that parties need to pay particular attention when drafting fee provisions when contract and tort claims may be brought together. “For cases with a fee provision, a liability analysis regarding the impact of attorneys’ fees should be assessed when determining whether to voluntarily dismiss a case,” in says.

Read the article.

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A survey report released by Baker McKenzie reveals it is critical to understand what parts of the cloud contract are negotiable and what is not, particularly in newer portions of the marketplace that have greater variance in solutions and contracting terms, the firm reports on it website.

“The survey report, now in its third year, highlights the top objectives, hesitations, and criteria that buyer respondents factored into their cloud procurement determinations,” the firm says. “These factors are almost identical to the responses from cloud providers, potentially indicating further convergence in the marketplace.”

“Our survey results indicate that there may be convergence in the more established parts of the cloud marketplace, such as Software-as-a-Service, but less so in others, such as Infrastructure-as-a-Service and integration with machine-to-machine/Internet of Things solutions,” said Peter R. George, a Partner in Baker McKenzie’s TMT Group.

Read the article.

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Reuters is pointing out that President Donald Trump’s executive order directing federal agencies to take away funding from self-proclaimed sanctuary cities had one big exemption for one of his favorite constituencies: the police, who would be protected from cuts.

In the article, reporters Mica Rosenberg, Dan Levine and Andy Sullivan explain that it’s possible that very exemption makes it much more likely that a judge could strike down that section of the order as unconstitutional.

The article says: “The Trump administration cannot cut funds for sanctuary cities’ healthcare and education while preserving money for police, since those jobs relate more closely to immigration enforcement, said Richard Doyle, city attorney in San Jose, California. He said it was not clear whether existing federal funding or only future grants would be targeted.”

Read the Reuters article.

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Cornell ranked first in a recent report that looked at salaries of recent law graduates, according to a Bloomberg Law article.

Online loan refinancing company Social Finance, Inc. ranked law schools according to which touted the highest salaried graduates.

“Cornell Law School ranked No. 1 for graduates with the highest salaries, averaging $183,377 in salary, with an average debt load of $148,443,” Bloomberg reported.

Two New York university law schools rounded out the top three: Columbia and New York University.

Read the Bloomberg Law article.

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At least three apparel chains — Wet Seal, Eastern Mountain Sports and Bob’s Stores — are running short of cash and on the verge of filing for bankruptcy protection, according to a New York Post report.

The report by Lisa Fickenscher and Josh Kosman also says outdoor retailer Gander Mountain — some of whose vendors stopped talking orders — have hired financial adviser Lazard.

A regulatory filing indicated Wet Seal — owned by Versa Capital, a private equity firm — reported a poor holiday made it impossible to obtain new financing.

“Over the last several weeks, Versa tried unsuccessfully to sell both EMS and Bob’s, sources said,” according to the Post‘s report.

Read the Post‘s article.

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Narges Kakalia of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo asks and then answers some pointed questions about arbitration in an article on the firm’s ADR Advice website.

“Is an arbitration clause mandatory or permissive when it provides that either party to the contract may elect to submit a dispute to binding arbitration? What if the contract also provides that the right to arbitrate is not exclusive of any other rights that a party has to pursue legal action in an appropriate forum? Such an arbitration clause certainly sounds permissive. But courts have invested a lot of ink addressing the question, and (spoiler alert!) they have more or less consistently come to the conclusion that such a clause makes arbitration mandatory if any party chooses it,” she writes.

She explains that many litigants and their lawyers misinterpret the real meaning fo the word “may” in this context.

Read the article.

Exterro Inc. has released the results of its Third Annual Federal Judges Survey: E-Discovery Advice for Becoming a Better Attorney, yielding key takeaways on e-discovery competency, areas for improvement, and new FRCP rules — one year later.

Twenty-two federal judges completed this year’s survey, conducted by Exterro, answering 25 questions about the state of e-discovery. In addition to data from each question, the published report includes expert commentary from retired federal judges and industry thought-leaders, Exterro says in a release.

On the question of e-discovery competency, most respondents said that the typical attorney does not possess the subject matter knowledge required to counsel clients effectively on e-discovery matters.

Most respondents indicated that applying the principles of cooperation and proportionality is the area that offers the greatest potential for improvement among counsel.

And 82% of the judges surveyed believe that the new FRCP rules have helped solve many current e-discovery problems.

Download the report.

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Beatle Paul McCartney has sued Sony/ATV in federal court in New York to get his songs back to where they once belonged, according to a post on the website of Androvett Legal Media & Marketing.

The Beatles songs were sold to Michael Jackson in 1985 and then to Sony, but U.S. laws have changed since that happened. That could mean “Ticket to Ride” and “Hey Jude” revert to Sir Paul in 2018. But the band Duran Duran is having some trouble in the U.K. invoking the same rule, so Mr. McCartney filed a lawsuit hoping to make it clear he gets the tunes back.

“When Lennon and McCartney sold their copyrights, some might not have imagined that Beatles music would still be popular – much less still under copyright – by the second decade of the next millennium,” said lawyer Steve Mitby, a partner in the Houston law firm Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C., or AZA.

“In the 1998 copyright extension, Congress tried to give the original artists and authors the benefit of the longer 95-year term. But it is far from clear that Congress can modify private contracts – like those between the Beatles and Sony – through that retroactive legislation,” Mitby said.

McCartney followed the congressional rules to reclaim his music and served advance notice to the U.S. Copyright Office starting back in 2008 that he was coming for “She Loves You” and more.

The U.S. law firm of Hinshaw & Culbertson LLP announced that Kenneth E. Yeadon has joined the firm as a partner in the Chicago office.

Previously an assistant U.S. attorney for the Northern District of Illinois and a senior attorney with the U.S. Securities and Exchange Commission’s Division of Enforcement, Yeadon will focus his practice on government investigations and securities litigation, internal investigations, compliance counseling, health care fraud, tax fraud and other complex business disputes., the firm said in a news release.

“I’m very pleased to welcome Ken to Hinshaw and our White Collar Defense and Internal Investigations team,” said Sergio Acosta, Practice Group Leader of the firm’s Government Practice Group. “He brings to the table a tremendous amount of experience in conducting high level investigations and prosecutions on behalf of government law enforcement and regulatory agencies.”

Yeadon has led investigations with the FBI, SEC, CFTC, IRS, FDA, and DOL, involving securities and commodities violations, the Foreign Corrupt Practices Act (FCPA) health care fraud, tax fraud, bank fraud, wire fraud, bribery, money laundering, and trade secret theft. Prior to joining the U.S. Attorney’s Office in Chicago, he served as a senior attorney in the Division of Enforcement for the U.S. Securities & Exchange Commission, where he conducted a series of high-profile investigations and enforcement actions involving investment advisers, broker dealers, officer and director liability, mutual funds, insider trading, and other complex financial fraud.

“I’m looking forward to entering private practice and helping corporate and individual clients navigate the intricacies of a SEC or a grand jury investigation,” said Yeadon. “Sophisticated business clients can benefit greatly from the advice of an investigator and litigator who understands and handles matters involving novel and complex issues. Building on my successful track record of leading complex government investigations and trials, I am looking forward to bringing my experience, knowledge, and common-sense approach to problem solving on behalf of Hinshaw’s clients.”

Yeadon is a graduate of DePaul University College of Law (J.D.) and Western Washington University (B.A.). He is admitted to practice in Illinois, the Illinois Supreme Court and the U.S. District Court for the Northern District of Illinois.

Black Duck Software will present its annual review of open source legal issues in a webinar, discussing the most significant legal developments related to open source software in 2016.

The complimentary event will be Wednesday, Feb. 1, at 11:30 a.m. Eastern time. Anyone unable to participate in the live webinar may register anytime to receive the recording for viewing when convenient.

Presenters will be Karen Copenhaver, Partner at Choate Hall & Stewart and Counsel for the Linux Foundation, and Mark Radcliffe, Partner at DLA Piper and General Counsel for the Open Source Initiative.

Some of the topics on the agenda are:

• Current litigation
• An open source security update
• Companies open sourcing their own code
• FCC banning open source in routers

Register for the webinar.

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The Association of Corporate Counsel, the world’s largest community of in-house counsel, will stage the ACC Mid-Year Meeting in New York on April 2-4, 2017.

The event will be at the New York Marriott Marquis Hotel. General Counsel News readers may receive a $200 discount on the registration fee if they register by Feb. 20.

An ACC release says the meeting will help participants prepare for changes in the regulatory landscape with sessions on:

• The impact of evolving regulations and enforcement trends on contracts
• Current and most controversial changes in employment law
• Reducing financial sector regulatory risk

Other activities will include:

• Engage directly with expert faculty
• Connect with your peers through multiple networking opportunities
• Have the opportunity to earn 12-14 CLE/CPD (1 credit Ethics eligible), 14 CCB CEU credits, and 3-4 CPE credits

Register for the meeting.

Thomson Reuters Practical Law developed a legal update containing the full transcript of the keynote address given by Mary Jo White, former Chair of the Securities and Exchange Commssion, at Northwestern University Pritzker School of Law’s 44th Annual Securities Regulation Institute.

She began her address with a brief look back over her tenure at the SEC, the agency’s effort to evolve with market technology, evolution with new financial products, evolving with new paths to capital formation, pursuingn strong enforcement and examinations, and a look at the SEC going forward.

Read the transcript.

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Scott & Scott LLP will present a webinar on preparing for and responding to software audits.

The event will be Tuesday, Jan. 31, 2017, beginning at 11 a.m. Central time.

In this free CLE event, Rob Scott will cover:

• Types of Software Audits
• Publisher & Third Party Audits
• Legal Issues Arising in Software Audits
• The Audit Defense Process
• Software Discovery
• Proof of Purchase Analysis
• Producing Audit Materials
• Negotiating Resolution
• Settlement Agreements

The webinar qualifies for 1 hour Texas CLE (California CLE pending). CLE Credit will only be available with the live event. It will not be available with the recording.

Register for the webinar.

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Legal advocacy groups seeking to challenge President Donald Trump in court over alleged conflicts of interest said filing lawsuits is part of a larger strategy to highlight their concerns and put political pressure on the White House, according to a Reuters report.

Citizens for Responsibility and Ethics in Washington contended payments to Trump’s businesses for hotel rooms and office leases run afoul of the emoluments clause of the Constitution, report Andrew Chung and Dan Levine. The clause forbids U.S. officeholders from accepting various gifts from foreign governments without congressional approval.

“The American Civil Liberties Union is also preparing a lawsuit over Trump’s alleged violations of the emoluments clause, said ACLU Executive Director Anthony Romero,” the reporters write. “Beyond winning favorable rulings, cases can serve to ‘gum up the machinery of the government and rob the Trump administration of momentum,’ he said.”

Read the Reuters article.

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A badly burned body found on the floor of a Chicago parking garage early Tuesday has been identified as Louis S. Cohen, of counsel with Foley & Lardner LLP, reports The Chicago Tribune.

Police were investigating the death of the 60-year-old real estate attorney, officials said.

Cohen joined Foley & Lardner in Chicago eight months ago, after working with DLA Piper for the previous 27 years, Foley says on its website.

Reporter Rosemary Regina Sobol writes that an autopsy Wednesday was pending and did not determine a cause and manner for Cohen’s death, the Cook County medical examiner’s office said.

Read the Chicago Tribune article.

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Reuters is reporting that opponents of two controversial oil pipelines face an uphill battle if they fight construction of the lines.

The report by Joseph Ax relied on experts who commented after the Trump administration issued orders to advance the Keystone XL and Dakota Access projects.

The orders signed by President Trump could revive Keystone XL, which would bring oil from Canada, and Dakota Access, a nearly completed pipeline that was planned to under a lake near a Native American reservation in North Dakota

“Nevertheless, several groups immediately said they would challenge in court any attempt to resume the projects, which have become hot-button political issues at the intersection of environmentalism, Native American tribal rights and energy needs,” writes Ax.

Read the Reuters article.

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