Flexera will present a complimentary webinar discussing the role of in-house and external counsel in managing open source software in the business environment.

The event will be Thursday, April 18, 2019, at 9 a.m. PT / 11 a.m. CT / 12 noon ET.

“Having some best practice guidelines that more clearly define your role and help you guide companies through license compliance and risk management only reinforces and bolsters one of your most important responsibilities as a legal advisor,” the company says in its invitation.

Speakers will be Amy Chun, partner in Knobbe Martens, and Marty Mellican, vice president and associate general counsel of Flexera.

Register for the webinar.

Pacific Gas and Electric Co. paid at least $84 million to four outside law firms in the year leading up to its January bankruptcy filing, court papers show, demonstrating how the embattled utility’s legal bills piled up as its challenges also mounted, reports the San Francisco Chronicle.

“The vast majority of the total legal payments — $75.7 million — went to Cravath, Swaine & Moore, a New York firm that is PG&E’s lead coordinating counsel in wildfire-related matters,” writes the Chronicle‘s J.D. Morris.

The company paid Weil, Gotshal & Manges $4.7 million in the 90 days leading up to the company’s bankruptcy filing. The other firms receiving revenue from the case are Jenner & Block and Keller & Benvenutti.

“Given the importance of these issues to the board, they wanted to hire the best. And the best are very expensive,” said Jared Ellias, a UC Hastings associate law professor. “… But man, that is a lot of money.”

Read the Chronicle article.

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Wells Fargo general counsel C. Allen Parker will take over as interim president and chief executive of the company after the abrupt departure of chief executive Tim Sloan on Thursday.

Sloan had spent more than two years trying without success to convince lawmakers and regulators that the embattled bank is no longer a threat to its customers, according to Renae Merle of The Washington Post.

“Sloan spent more than two years on an countrywide apology tour after Wells Fargo acknowledged a pattern of consumer abuses — from opening millions of fraudulent accounts on behalf of its customers without their consent to mistakenly foreclosing on hundreds of clients and repossessing the cars of thousands of others. Sloan’s pleas often failed to win over frustrated lawmakers,” Merle writes.

Read the Post article.

Cravath, Swaine & Moore is being sued by a former public shareholder of a grocery chain in a class action that alleges the firm breached its fiduciary duty by providing tainted advice that directed the grocer toward a buyer, private equity group Apollo Global Management, reports Bloomberg Law.

In the complaint, the former shareholder claims Cravath crafted a “false and misleading” U.S. Securities and Exchange Commission filing relating to the 2016 $1.36 billion leveraged buyout of The Fresh Market by Apollo.

The complaint alleges Cravath drafted the SEC filing “to procure stockholder approval and cover up prior wrongdoing,” and in doing so, pocketed $5.5 million in fees in what amounted to “a sham sale process.”

Read the Bloomberg article.

NAVEX Global will present a complimentary webinar title “Employee Hotlines: What Is Your Data Telling You?” on Thursday, April 4, at 10 a.m. Pacific time/1 p.m. Eastern time.

Studies show that effective internal whistleblower programs contribute to business success, including lower levels of litigation. Yet, external reports to the SEC are on the rise, with many employees failing to use internal reporting systems due to fear of retaliation.

The webinar will allow participants to compare how their hotline programs measures up against benchmarks from more than one million anonymized reports from industry leader NAVEX Global.

Register for the webinar.

Drew Whiting has joined Michael Best’s Corporate Practice Group as senior counsel in Chicago. Whiting was previously a member of Stahl Cowen Crowley Addis LLC.

in a release, the firm said Whiting will focus his practice advising growth stage companies, venture capital firms, angel investors, investment syndicates, private equity funds and closely-held private and family businesses in matters related to financing, employment, advisory and licensing transactions. He also counsels on the negotiation of investment deal terms, vendor and customer agreements, joint venture agreements, business succession planning, management buyouts, asset sales, business unit divestitures and acquisitions.

“Additions like Drew are instrumental in continuing to service the Chicago business community,” said Kerryann Haase Minton, managing partner of Michael Best’s Chicago Office. “We are fortunate that Drew brings him a wealth of subject matter knowledge and experience in the venture capital and private equity sectors to the firm as we continue to manage bigger and significantly more complex investment deals in the near future.”

Whiting earned his J.D. from Loyola University Chicago School of Law and his B.B.A. from the University of Notre Dame.

Foley & Lardner LLP announced that Clyde Tinnen has joined the firm’s Business Law Department and Transactions Practice Group as a partner in the Milwaukee office.

In a release, the firm said Tinnen advises a range of public and private corporations across a variety of industries on transactional matters, particularly those related to financing and deal-making. He has structured and negotiated domestic and cross-border financing transactions, including public and private offerings, joint ventures, secured and unsecured credit facilities, acquisition financings, capital leases, leveraged buyouts, and private equity funds. Tinnen also advises clients on issues related to corporate governance and securities law disclosure matters. His clients range from startups to Fortune 100 companies in the energy, retail, telecommunications and hospitality sectors, among others.

“Clyde brings more than a decade of experience which, coupled with his robust public and private transactional knowledge, further strengthens our already deep bench of corporate transactional attorneys,” said Jessica S. Lochmann, vice chair of Foley’s Transactions Practice Group. “Clyde’s proven ability to effectuate success for clients across a variety of industries enhances our practice’s commitment and ability to serve as trusted counsel to every client with corporate finance, securities, M&A, or other transactional legal and business needs.”

Tinnen joined Foley from Withers Bergman LLP, where he was a partner on the corporate team. Before beginning his legal career, Tinnen was a senior financial analyst at two public corporations. He is a member of numerous professional organizations, including the Wisconsin African-American Lawyers Association, the Chicago Black Partners Alliance, and the Jackie Robinson Foundation. Tinnen also volunteers with the Waukesha Teen Court Program.

“We are thrilled to welcome Clyde to our growing Milwaukee office,” said Linda E. Benfield, managing partner of Foley’s Milwaukee office. “He is a tremendous lawyer, and he will be a great fit for our entrepreneurial culture and commitment to client service. We are looking forward to introducing him to our clients locally, and nationally.”

Tinnen was named one of Savoy Magazine’s Most Influential Black Lawyers in 2015 and 2018. He was also a 2015 Fellow for the Leadership Council on Legal Diversity.

The National Association of Corporate Directors will present a complimentary webinar on economic value added on Thursday, March 21, 2019, at 2 p.m. Eastern time.

While EVA (or Economic Value Added) is not new, it has been one of the more obscure financial performance metrics for incentive compensation, the NACD says on its website. However, thanks to ISS, it is now center stage. Beginning this year, EVA will be included for “informational purposes” in some ISS research reports. Further, ISS has indicated that they may include EVA in the Financial Performance Assessment (FPA) screens in the future.

What do you need to know about this enigmatic performance metric and how does it apply to compensation plans with a pay-for-performance orientation? This webinar will provide a starting point for understanding EVA and how to evaluate its relevance to your industry, company, and incentive programs.

Register for the webinar.

CNN reports that Tesla’s general counsel is leaving the company after just two months on the job — the latest in a series of executive departures at Elon Musk’s electric car company.

The company quickly announced a replacement for Dane Butswinkas, who joined Tesla in December. He will return to his legal practice at Williams & Connolly in Washington. His replacement is Jonathan Chang, who previously served as Tesla’s vice president of legal. Chang has worked at Tesla for almost eight years.

Bloomberg is reporting that Butswinkas was hired in the wake of Musk’s run-in with U.S. securities regulators. Hours before announcement of the GC’s departure, the chief executive officer was sending tweets reminiscent of those that put him and the company in legal jeopardy last year, according to the Bloomberg report.

Read the CNN article.

NAVEX Global has published a new eBook titled “Top 10 Ethics & Compliance Trends for 2019.” The book is available for download at no charge from the company’s website.

“Transparency and trust define our industry’s challenges and opportunities for 2019,” the company says on its website. “With each expert opinion found in this year’s annual trends report, you’ll see how shifts in the workplace and regulatory environment bring to light the importance of authenticity and ethical practices.”

Some of the topics covered are:

• Protected Activity & Corporate Governance
• Third-Party Risk Beyond FCPA
• Artificial Intelligence
• New Global Business Practices
• GDPR Enforcement Updates

Download the eBook.

The National Association of Corporate Directors has published an article discussing new perspectives on how a board of directors can expand the role of the general counsel and benefit from the expertise and solutions the GC can bring to the various functions of corporate governance.

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

The publication explains how a more participatory approach with the general counsel not only strengthens company leadership, but also reduces overall enterprise risk.

The article features an interview with ManpowerGroup director Cari Dominguez and ManpowerGroup’s senior vice president and chief legal officer Richard Buchband. It rovides insight into the various ways a board and the GC can enhance each other.

Download the article.

Onit has published a case study showing how TIAA embarked on a journey that leverages best-in-class technologies, onshore and offshore partners, and innovation to bring together an efficient resource mix that enables the highest and best use of each law professional’s time.

The case study can be downloaded at no charge.

As TIAA law department’s chief operating officer and chief of staff for the past two years, Brad Rogers was tasked with transforming the entire legal operations function by bringing together law department employees and vendor partners from across the world to streamline processes and implement a comprehensive technology platform with capabilities rooted in process, workflow and collaboration that would allow the best use of each law professional’s time.

Download the case study.

Merry Neitlich of EM Consultants tells the story of the legal department of a Fortune 500 company its legal operations practices and interactions with its internal clients. Under the leadership of the senior vice president and general counsel, the legal department of 35 attorneys decided to ask their internal clients at the company how their services were being viewed and what could be done to improve upon them.

“The participants filled out a fourteen-question short answer continuum-based questionnaire,” explains Neitlich. “This information was transferred into graphs which allowed the attorneys to visually see their service strengths and weaknesses at a glance. The in-person feedback reports combined with the statistical data provided a deeper level of knowledge. ”

The article describes participants’ perception of the legal department, areas for possible improvement, internal communications, workflow options, human resources, and relationships with outside law firms.

Read the article.

A new NAVEX Global webinar will discuss how to find the right approach to third-party risk management by applying appropriate risk factors.

The complimentary webinar will be on Wednesday, Feb. 6, 2019, at 10 a.m. Pacific time (1 p.m. Eastern). Anyone unable to attend the live presentation may register to receive a webinar recording on-demand.

Michael Volkov, an expert on the Foreign Corrupt Practices Act, will provide practical use cases and actionable steps, NAVEX says on its website.

Volkov, a former federal prosecutor, will discuss how to:

• Assess and define your third-party risk
• Build a best practice approach for your organization
• Handle potentially “high-risk” third parties
• Structure your program for maximum effectiveness

Register for the webinar.

Nearly half of corporate Legal Departments are working without a formal plan, according to Xakia’s Legal Operations Health Check.

In an article on the company’s website, Xakia said the survey polled in-house lawyers and legal operations personnel on five continents; it provides insights on the state of strategic planning within legal operations, providing data on alignment, metrics and more.

When accounting for size of the legal department, Xakia says, it’s clear that it’s smaller teams that are winging it without a plan:

• For teams of one to 5, 48 percent have no plan;
• For teams of 6 to 10, the same holds true – 48 percent have no plan;
• For teams of 11 to 50, 39 percent have no plan;
• For team of more than 50, 33 percent have no plan.

Read the article.

John Duke has been named office managing partner for Hogan Lovells’ Philadelphia office effective January 1.

In a release, the firm said Duke is a corporate transactional partner whose corporate practice encompasses mergers and acquisitions, public equity offerings, joint ventures, corporate governance and public company compliance matters. He has advised on dozens of public offerings, including initial public offerings and other capital markets transactions, and has represented public and private companies in connection with mergers, acquisition and carve-out transactions.

In his new role, Duke succeeds Ginny Gibson, a former federal prosecutor and the first Assistant U.S. Attorney and Civil Chief in two federal districts. Gibson will continue with the firm, defending clients under federal and state scrutiny against accusations of fraud and regulatory violations.

Greg Palm is retiring as Goldman Sachs Group Inc.’s co-general counsel, the company’s CEO wrote in a memo to staff Wednesday, according to Bloomberg.

Bloomberg’s Sridhar Natarajan and Tom Metcalf describe where Palm’s income ranks among corporate lawyers in the United States:

“For his role at the forefront of Goldman Sachs’s toughest battles, Palm has been rewarded generously by his employer. He’s pulled in about $500 million, including about $180 million worth of Goldman shares, as well as dividends, distributions from firm-managed funds and proceeds from stock sales, according to data compiled by Bloomberg. That ranks him among America’s wealthiest corporate lawyers and the richest people working within any global investment bank, underlining his persistent importance to Goldman over 26 years.”

Read the Bloomberg article.

The National Association of Corporate Directors has published an article discussing current perspectives on what boards can expect in the new year.

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

“The business landscape is in constant flux, multifaceted, and difficult to track,” the NACD says on its website. “That’s why we’ve partnered with a brain trust of governance experts to produce the 2019 Governance Outlook: Projections on Emerging Board Matters.”

The report offers comprehensive guidance that will inform governance decisions and strategic planning in 2019. NACD governance partners provide an overview of key governance trends, accompanying outlook, implications of the shifting landscape, and questions for boards to consider, as well as in-depth coverage of the following topics:

• NACD discusses how directors can understand, anticipate, and overcome detrimental disruptive risk and keep pace with opportunities that create long-term value.
• Baker Tilly provides a regulatory update on international trade and tariffs, tax reform, cybersecurity, and other key risks boards need to be prepared for.
• Ceres emphasizes the importance of recognizing climate change as a critical risk for companies.
• Deloitte provides recommendations on how directors can leverage insights when establishing practices for M&A proposal review, and stresses the importance of keeping directors up-to-date on regulatory changes.
• Spencer Stuart identifies trends in board composition and how retirement, diversity, and age are driving factors in the space.

Download the article.

NAVEX Global will present a complimentary webinar titled “Top 10 Compliance Trends for 2019” on Thursday, Jan. 17, 2019, beginning at 10 a.m. Pacific time (1 p.m. Eastern).

The event will cover topics like GDPR, regulatory vs. public pressure, expanding third party risks, and more.

Recommendations will include:

• Aligning whistleblower stats to increased revenue
• Understanding the full landscape of third-party risk
• The current and future state of GDPR
• Managing culture and compliance around artificial intelligence
• Incentivizing employees for ethical behavior
• And more…

Register for the webinar.

Like all contracts, operating agreements — which are celebrated for allowing business partners to freely define their relationship by contract — can be amended and modified, according to a post in The LLC Jungle.

Author Kevin Brodehl discusses a recent opinion from the Supreme Court of New York that illustrates how the process of amending an LLC’s operating agreement can sometimes be used to gain the upper hand in a dispute between members.

The case involves a majority of members amending the operating agreement to remove the manager and escalate capital calls.

Read the article.