Outside companies that provide services to Microsoft Corp. will be required to provide their employees 12 weeks of paid family leave, announced the company’s new general counsel, Dev Stahlkopf.

The Washington Post reports that, under the requirement, mothers and fathers who perform work for Microsoft — biological and adoptive — must receive 12 weeks of leave at two-thirds of their wages or up to $1,000 weekly. The new rule applies to outside contractors, such as those providing culinary, housekeeping and receptionist work.

“Microsoft now partners with more than 1,000 firms across the U.S. — half of which work outside Washington state,” writes reporter Danielle Paquette.

Read the Washington Post article.

Michael Best Strategies has partnered with Robert Gross, who will also serve as senior counsel for Michael Best & Friedrich LLP.

As a senior advisor at Michael Best Strategies LLC, Gross will provide a national perspective on corporate governance for both public and privately-owned companies. He has experience in mining, energy, environment, higher education areas, and the banking and financial services industries, the firm said in a release.

Gross has served as a bank president and CEO, general counsel, and corporate secretary. He also served six years as a state government cabinet-level executive director. Gross was appointed by the George W. Bush administration to serve in Baghdad as a senior advisor to the Iraqi Ministry of Labor and Social Affairs.

“Robert adds an unmatched depth and dimension to our team,” said Rob Marchant, President of Strategies. “He brings an unparalled understanding and knowledge of corporate finance and governance, which will greatly benefit our clients across the country.”

“I’m so pleased to join the Michael Best team,” said Gross. “It’s a tremendous opportunity to blend my experience and relationships in business, law, and government to help the businesses we serve.”

“Robert offers unique skills in a specialty trade that requires both legal and business management expertise,” commented Jeff Hartley, Michael Best Strategies partner based in Utah. “Growth in a startup company, mergers and acquisitions, succession in family-owned businesses, and many other reasons may create a need for a board of directors to evolve the structure of its governance. A board of directors with a healthy governance model is good for the board, good for management and good for shareholders. With Bob’s experience as an attorney, a bank president, the director of a large state government agency and as the current president of Robert C. Gross Associates, Robert is in a position to add tremendous value as a member of the Michael Best Strategies team.”

The Association of Corporate Counsel has published an in-depth, self-reported compensation survey for in-house counsel and legal operations professionals.

For companies seeking to stay competitive in the marketplace and lawyers considering career moves, access to detailed compensation data for in-house counsel and legal operations professionals is essential, the ACC says on its website.

Based on responses from more than 5,000 lawyers in corporate legal departments from 65 countries and 39 different industry sectors, this first-ever ACC Global Compensation Report is available from the organization.

Download the report.

Image by Steve Jurvetson

CNBC reports that some securities lawyers said they were shocked by a tweet from Elon Musk that said Musk was mulling a take-private transaction for Tesla, his electric car company. The tweet even named a target price, $420 a share, and said financing was lined up.

Reporter Liz Moyer quotes Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, who told her, “I do not believe this is the appropriate way to suggest going private.”

If the content of the tweet wasn’t true, lawyers said, it could set up Musk and the company for regulatory action and private lawsuits.

Read the CNBC article.

The Society of Corporate Compliance and Ethics has announced the lineup of keynote speakers for the 17th Annual Compliance & Ethics Conference. The event will be Oct. 21-24, 2018, at Caesars Palace in Las Vegas.

Scott Eblin, author of The Next Level and Overworked and Overwhelmed, will speak on Monday, Oct. 22, 8:30-9:30 a.m.

Amber Mac, a TV/radio host of Internet of Things, will speak on Tuesday, Oct. 23, 8:15-9:15 a.m.

Ty Francis, MBE, a global governance and ethics advisor, will speak on Monday, Oct. 22, 3:15-4:15 p.m.

On Tuesday afternoon, a panel discussion will consider “What We Need to Know About #MeToo.”

Panelists will be Jenny O’Brien, JD, CHC, CHPC, Chief Compliance Officer, UnitedHealthcare; Rebecca Walker, Partner, Kaplan & Walker; Paul E. Fiorelli, JD, MBA, Director, Cintas Institute for Business Ethics and Professor of Legal Studies, Xavier University; and Robin H. Everhart, Senior Vice President and Chief Diversity Officer, Cintas Corporation.

Register for the conference.

CNBC is reporting that Google has promoted its general counsel and long-time employee Kent Walker to senior vice president of global affairs.

In his new role, Kent Walker will  oversee Google’s policy, legal, trust and safety, and corporate philanthropy teams.

“In this more public-facing position, his role will be similar to how former CEO Eric Schmidt often represented Google’s interests to governments, before he stepped down from his executive chairman role last December,” explains reporter Jillian D’Onfro. “It’s also similar to the role Brad Smith plays for Microsoft.”

Read the CNBC article.

Papa John’s International Inc. founder John Schnatter is suing the pizza chain, demanding internal files related to directors’ handling of his ouster for using a racial slur during a media-training session, reports Bloomberg via the Los Angeles Times.

Schnatter, who owns 29% of the company, resigned as chairman this month but remains on the board.

The report continues:

“Mr. Schnatter sought to inspect documents because of the unexplained and heavy handed way in which the company has treated him” after news surfaced of his use of a racial epithet, the founder’s lawyers said in the suit. After the report, Schnatter resigned as chairman of Papa John’s but later said he regretted the decision.

Read the LA Times article.

Colin Stretch, Facebook’s top lawyer and the man who led Facebook’s investigation into Russian election interference efforts following the 2016 U.S. presidential election, is leaving the company at the end of the year, according to a Recode report.

Stretch posted on Tuesday that he’s planning to leave the company but will stay on until the end of the year to help find his replacement, writes reporter Kurt Wagner.

Wagner adds:

Stretch’s departure comes during a stressful time for Facebook’s legal team. Not only is the company still grappling with the controversial role it played in the 2016 U.S. election — Russia used to platform to try and divide U.S. voters with inflammatory and inaccurate posts — but it’s also gearing up for the 2018 midterms. Company executives have been open in saying that they expect foreign governments might try again to sway voters.

Read the Record article.

The Dallas Morning News is reporting that Texas Instruments chief executive and president Brian Crutcher has been removed from his position after violations of the company’s code of conduct.

Reporter Melissa Repko writes: “The Dallas-based semiconductor company said in a news release Tuesday that the violations were related to personal conduct and did not affect the company’s operations or its finances. It did not give details about the violation. But it appears the board acted after receiving a claim that it investigated, according to a video shared with employees.”

The company’s chairman and former CEO, Rich Templeton, has reassumed the role vacated with Crutcher’s sudden departure.

The Morning News also published a commentary titled “Why won’t Texas Instruments say more about CEO’s exit? It could be legal, cultural or worse.”

Read the Dallas News article.

Concord will present a complimentary webinar titled “From Cost Center to Profit Center: Leveraging the Data in Your Contracts to Prove the Value of Legal.”

The event will be Thursday, July 26, 2018, at 10 a.m. Pacific time.

Legal’s new role as a strategic business function has forced legal teams to evolve, shifting from cost-center to profit-center, Concord says on its website. This shift has transformed the overall value legal provides—moving well beyond risk management and cost savings—increasing the pressure on legal teams to become a source of revenue for their organization.

The webinar will equip participants to:

• Identify the crucial KPIs for Legal when it comes to spend
• Uncover strategies to take your legal team from cost center to profit center
• Discover how Leverage the data in your contracts to prove the value of Legal

The webinar is presented in partnership with General Counsel News.

Register for the webinar.

Under California’s groundbreaking privacy law, general counsel face stringent compliance requirements for managing the personal data of consumers, including personal data shared with third parties, points out the Association of Corporate Counsel.

The issue can be far-reaching, considering that 60 percent of a company’s personal data resides with third parties, the ACC says on its website.

“Companies must take stock of what personal data their company has, where it resides, how long it’s retained, and third parties with whom they share their data. Third-party diligence is explicit or implied in the CCPA, the GDPR, Colorado’s Privacy Legislation, 23 NYCRR 500, and many others,” the organization warns.

The ACC has posted a white paper titled “Third-Party Data Compliance” to review seven important considerations for every general counsel. The paper can be downloaded at no charge.

The ACC  provides its Vendor Risk Service, the world’s only third-party diligence process designed specifically to help corporate legal teams rapidly assess third parties and meet compliance requirements.

Download the white paper.

Get information on the Vendor Risk Service.

Image by Mike Mozart

Barnes & Noble Inc. fired Chief Executive Officer Demos Parneros for violating company policies and said he’ll exit the post without severance, report multiple sources.

USA Today reports that the move  came on the advice of  Barnes & Noble’s law firm, Paul, Weiss, Rifkind, Wharton & Garrison.

“Parneros will not receive any severance payments after his departure and he is no longer a member of the company’s board of directors,” writes reporter David Pan. “He will not be replaced in the interim by an individual, but rather that his duties will be shared by several executives, including Chief Financial Officer Allen Lindstrom.”

Read the USA Today article.

The National Association of Corporate Directors has published an article titled “Proxy Season Survival Tip: Make Board Composition a Priority” and made it available for downloading.

It’s from the latest edition of NACD Directorship Magazine.

During proxy season, directors may feel as though they’re navigating a minefield of activist issues. Major institutional investors are also taking activist stances, especially in the area of board composition.

This puts boards under pressure to comply with investors’ guidelines. But how? It isn’t possible for boards to track and address many thousands of investor issues.

This article explains how boards can avert activist demands–by knowing what their shareholders are thinking and staying ahead of possible grievances. Directors can make needed changes in the boardroom by

• increasing board diversity with both female and minority members;
• strengthening risk oversight with tools and resources provided by NACD; and
• updating governance guidelines in light of those proposed by investors.

Download the article.

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
Energy
Environmental & Sustainability
Financial Services
Health Law
Information Governance
Insurance Staff Counsel
Intellectual Property
International Legal Affairs
IT, Privacy & eCommerce
Law Department Management
Litigation
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.

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.

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.

The 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.

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.

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.

Companies 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.