The National Association of Corporate Directors has published the NACD Blue Ribbon Commission Report, which emphasizes that directors have a fundamental responsibility to ensure that the organization’s short-term actions are well aligned with its long-term strategy.

This NACD report focuses on the specific levers the board has to encourage this alignment. It includes specific recommendations, suggested action steps, and boardroom tools.

The full report is available exclusively to NACD members, but the complimentary executive summary is available for download.

Download the summary.

 

Lawyers may argue that by nature the art of drafting contracts is so complex that it would be nearly impossible to use any form of analytics to assist in the process, writes ContractRoom on its website. But the new wave of contract drafting and management software is seeking to defy that argument.

The article says Kingsley Martin of KMStandards (publisher of ContractStandards) suggests there are three main metrics that define the success of a contract negotiation process: quality, cost and time.

“Newer technology is seeking to help optimize all three of these aspects of the contract management process by measuring metrics on contracts for various purposes.  An analysis of this data could lead a system to automatically produce contracts with optimized terms – i.e., the terms in the past that have required the least amount of time to negotiate.” the article says.

Read the article.

 

The LexisNexis CounselLink strategic consulting team will present a complimentary webinar on alternative fee arrangement (AFA) implementation.

The webinar will be Tuesday, Nov. 17, at 11 a.m. EST.

The event will cover: Current AFA statistics that show you’re in good company; AFA approaches that deliver win/win results for both legal departments and law firms; and a practical model that minimizes risks and guides you from planning to measuring success.

Kris Satkunas, director of Strategic Consulting, will lead the webinar.

Register for the webinar.

 

Current contract management processes are lacking proper rules and controls, says ContractRoom in an article posted on its website. Serious consequences typically arise from lack of oversight during the negotiation phase or mismanagement of contract commitments after execution.

The company says poor time management or a simple manual error, either pre-or post-signature, could lead a business to miss a key deliverable and even risk being sued. This in turn could lead to significant legal expenses or even the loss of future business from a counterparty.

The article lists efforts a good contract manager (whether legal counsel or a business professional) can do to add control — even with a manual contracting process.

Read the article.

 

The law firm of Baker Donelson Bearman Caldwell & Berkowitz, PC represented SmartStop Self Storage, a public non-traded self storage real estate investment trust (REIT), in its merger with Extra Space, a NYSE listed self storage REIT.

The $1.4 billion transaction includes a sale of approximately $100 million of assets to an affiliated entity.

The Baker Donelson team representing SmartStop included shareholders Richard F. Mattern, Sam Chafetz and Kristine L. Roberts, and associates Marc J. Adesso, Robert C. McCauley Williams and Andrew T. Yonchak, all from the firm’s Memphis office; shareholder Lori B. Metrock and associate Taylor K. Wirth of the firm’s Nashville office; shareholder Thomas J. Mahoney Jr. and of counsel Andrea Bailey Powers of the irm’s Birmingham office; and shareholder Clint Crosby of the firm’s Atlanta office.

LexisNexis Software Solutions will present a complimentary webinar on enterprise legal management (ELM) using a case study that shows how a system resent enhanced PepsiCo’s ebilling efficiency.

The event will be Tuesday, August 18, at 1 p.m. EDT.

Implemented in 2008, the LexisNexis CounselLink enterprise legal management system was originally configured to align with the PepsiCo law department’s business unit- based operations structure. After numerous complaints by internal staff relating to the processing of invoices, PepsiCo’s Director of Business Operations, Jerome Walters, recognized that the company’s CounselLink system needed to be realigned to reflect the changes that had occurred in the food and beverage giant’s organizational structure since the CounselLink implementation.

Register for the webinar.

 

Managing legal documents and transactions across an enterprise of any size is complex and challenging, but the systems supporting the effort don’t have to be, according to a statement from Onit. A new class of Enterprise Legal Management (ELM) solutions, designed for the way people and companies work, is changing the way legal departments manage matters, budgets and processes.

Download this white paper to learn more about why many legal departments are paying for features they don’t need inside products their lawyers don’t use. Find out how smarter technologies are bridging the gap between the promise and reality of ELM systems.

The white paper covers:

• Background on legal systems and the new technology curve
• Driving operational improvements with the right systems
• Using easy-to-use Apps to supplement the capabilities of a current ELM system with advanced automation
• Getting started with Apps to begin a legal operations improvement initiative

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Exari presents an on-demand complimentary webinar about how contract visibility will give you the answers to the questions your CEO should be asking.

In a release, Exari said:

The Hub is all about getting organized.

Imagine your CEO comes to you with a question about which contracts carry the most risk. Or asks you to prepare for an M&A event that afternoon. Pretty scary, right?

In this 45-minute live webinar, Exari Co-Founder and Chief Product Officer, Jamie Wodetzki, explain the ins and outs of the Hub and what it could mean for your business.

Because not knowing how to respond to the CEO is scary. But not knowing what’s in your contracts is even scarier.

The presenter is Jamie Wodetzki, Co-Founder and Chief Product Officer at Exari.

Watch the on-demand webinar.

 

General counsel and business lawyers often focus on the contract drafting and contract disputes. Clients, however, must work with contracts during the entire lifecycle of the agreement. Even in the best cases, important legal provisions are not tracked and monitored. In the worst cases, contracts are “filed and forgotten,” until a dispute arises.

Contract management bridges the gap between the lawyer’s carefully negotiated and drafted contract and the manager’s need for data to operate the business.

Berkman Solutions has posted a complimentary presentation about legal counsel and contract management.

Watch the presentation.

 

You want to protect the identity of your business’ owners, but your opponent issued discovery requesting a copy of your organizational chart and/or information on the identities of your LLC members or LP partners. You are probably left wondering: How does my company get through this lawsuit without disclosing information on our ownership structure?

Christina Berish, a partner in Thompson Coburn’s Business Litigation Practice Group, says that while the rules of discovery in most jurisdictions are broad – most require not only the production of admissible evidence, but also the production of documents and information which could lead to the discovery of admissible evidence – there are a few strategies for safeguarding the identities of your owners.

Read the story.

 

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Insurance certificates are a critical part contract management. To improve risk management, contracts often require a party to carry certain insurance policies. The risk management benefits of these provisions are lost unless you track the insurance certificates in addition to the contract.

A new article and video from Berkman Solutions outline steps for managing insurance certificates required in a contract.

“You have carefully allocated risk in contract drafting,: the article says. “It is clear that the other party is responsible for their conduct and any damages your organization suffers. You go the extra step to require that the other party carry relevant liability insurance. In some cases, they must also name you as an additional insured party on their policy.

“The contract is executed. Now what? You add the contract and its expiration date in the contract management spreadsheet. You even collect the insurance certificate at signing.

“What is the problem? The problem is that the insurance certificate expires before the expiration of the contract. It is quite rare that the insurance certificate and the contract share the same time line.”

Read the article and watch the video.

Berkman Solutions has posted a video provideing an introduction to contract management software and the company’s product, Contract Analyst.

The company provides software and services for legal and compliance risk management.

Berkman Solutions says that since it began more than10 years ago with its contract management software, Contract Analyst, its team has managed, negotiated and drafted almost $4 billion in contracts, agreements, and licenses across industries and around the world.

“Berkman Solutions are recognized experts on contracts, risks, due diligence, and legal entities,” the company says in a release. “We are lawyers, compliance experts, and business people first; technologists, second.”

Watch the video.

 

Orrick, Herrington & Sutcliffe LLP will present seminars in New York and San Francisco for a discussion of issues that every in-house counsel has or will face.

The comprehensive 1.5-day CLE program, will be offered in the firm’s New York office Jan. 14-15 and in the San Francisco office Jan. 28-29.

The event will pair current in-house counsel and Orrick practitioners for a discussion of issues and offers an opportunity for learning and networking for seasoned and unseasoned in-house counsel alike, the firm says on its website.

Topics will include:

• What Does It Mean To Be In-House Counsel?
• Employees: Can’t Live With or Without Them
• Handling Internal Complaints, Investigations, and Civil Lawsuits
• The Transactional Side of Being In-House Counsel
• Who Does This Belong To?: Protecting Your IP Rights and the Rights of Others
• Big Risks With “Big Data”: Navigating Data Sharing and Security in a Digital World

Register for the seminar.

Corporate law departments have reported in a recent Altman Weil survey that they will cut down on outside counsel spending over the next year, writes JDJournal, reporting on Altman Weil Inc.’s “2014 Chief Legal Officer Survey.”

Bilzin Sumberg presents a complimentary on-demand webinar webinar covering a range of bankruptcy issues of particular interest to in-house counsel.

On its website, the firm says the panel discussed bankruptcy and other creditor rights considerations when choosing the form of corporate entities; bankruptcy considerations in respect of forbearance and intercreditor agreements, pre-bankruptcy waivers, guaranties and commercial leases; and, tactical considerations in respect of pre-bankruptcy transfers. A real-time Q&A session was available for those participating during the live presentation.

Speaking at the webinar were Scott L. Baena, Restructuring & Bankruptcy Chair; Mindy A. Mora, Partner, Restructuring & Bankruptcy; Jay M. Sakalo, Practice Group Leader, Restructuring & Bankruptcy; and Jeffrey I. Snyder, Partner, Restructuring & Bankruptcy.

Watch the on-demand webinar.

The legal and regulatory terrain has gotten rougher, says Deloitte in a white paper, yet the general counselmust not only keep up, but stay ahead. “Trying to do so with the frameworks, thinking, and tools of the past can be frustrating. It  is may be time to update, to move from giving your organization a sense of direction to providing more guidance and leadership in this area,” the paper continues.

Deloitte’s white paper, The Risk Intelligent General Counsel, provides a fresh perspective on legal and regulatory risk governance and management. This Risk Intelligent perspective recognizes the need to view these risks across organizational silos and to understand their potential impact on the finances, reputation, and future of the business.

Read the white paper.

 

General Motors has announced the upcoming retirement of its general counsel, Michael P. Millikin.

In its report on the retirement, The New York Times said Millikin has been a central figure in the automaker’s safety crisis and a target of congressional critics calling for broad reforms at the nation’s largest automaker.

Millikin joined the company in 1977 and has been its general counsel for five years. He is expected to retire early next year.

“While G.M.’s internal investigation exonerated him in the delayed recall, Mr. Millikin could still be a subject of federal and state inquiries into the company’s handling of defective ignition switches that can cause vehicles to lose power suddenly and disable air bags,” The Times reported.

Read the story.

 

Fannie Mae has appointed Brian P. Brooks, 45, as executive vice president, general counsel, and corporate secretary effective Nov. 10.

Brooks was vice chairman and chief legal officer at OneWest Bank before his Fannie Mae appointment.

Prior to OneWest Bank, Brooks was a managing partner at the global law firm O’Melveny & Myers where he led an office of more than 150 attorneys and played a lead role in crafting the banking industry’s response to the 2010-2011 foreclosure crisis, Fannie Mae reports in a release.

Brooks received his law degree with honors from the University of Chicago, and holds a BA in Government from Harvard University from which he graduated cum laude.

Read the story.

 

The Wall Street Journal is reporting that a senior Deutsche Bank lawyer, Calogero Gambino, has died of an apparent suicide in New York.

Gambino was an associate general counsel, a managing director and the German bank for 11 years.

Police says his wife found him on Oct. 20 hanging by the neck from a stairway banister. New York City Office of Chief Medical Examiner spokeswoman Julie Bolcer said the cause of death is hanging and manner of death is suicide.

On behalf of Deutsche, Gambino had been negotiating in an investigation into manipulation of the London interbank offered rate, or Libor, as well as in investigations into manipulation of currencies markets.

Read the story.