The Association of Corporate Counsel has set the agenda for the 2018 ACC Mid-Year Meeting, which will be in Denver April 22-24.

The ACC is promoting two special sessions: “Advanced Ethical Issues in Negotiating and Drafting Contracts” with Clara Ohr, general counsel for East Coast Power & Gas, LLC, and a presentation by Gary Kennedy, former CLO of American Airlines and author of “Twelve Years of Turbulence: The Inside Story of American Airlines’ Battle for Survival.”

Three major components of the meeting will focus on:

• Contracts: Learn advanced drafting and negotiation techniques and tools that drive contract performance, mitigate risk, and meet rapidly changing needs of your organization.
• Mergers and acquisitions: Knowing business—and your company’s business, specifically—will make you an immensely more valuable business partner as your company navigates complex corporate transactions.
• Business training: Business management is the #1 non-legal skill desired by CLOs for their lawyers. Boost your business acumen through academic-taught live and on-demand sessions on key finance, accounting, and emotional intelligence concepts.

Get more information.

General Electric has announced a shakeup that’s unusual in corporate America, disclosing an overhaul to its board that included the departure of eight directors, the nomination of three new members and an eventual change next year in its independent lead director, The Washington Post reports.

“The announcement, which follows a precipitous fall in its share price in recent months and weeks of troubling headlines for investors, was first discussed by new CEO John Flannery in November and had been expected,” writes reporter Jena McGregor. “If shareholders approve the nominees, the industrial giant will have just 12 directors — far closer to the average size board and 33 percent smaller than the 18-member board it had a year ago.”

She adds that the revamp is an example of the kind “of overhaul advisers on governance and board recruitment say is extremely rare, if well overdue at the embattled company.”

Read the Post article.

The National Association of Corporate Directors has published its 2018 Governance Outlook and made it available for downloading at no charge.

The report provides perspective on the trends, issues, and risks that will command the board’s attention this year.

“Perhaps the biggest challenge for directors right now is deciding where to focus their attention,” the NACD says on its website. “Both risks and opportunities are proliferating at a bewildering pace. How can boards and directors make the most of their limited time?”

The report includes:

• a summary of directors’ priorities from the 2017–2018 NACD Public Company Governance Survey;
• an assessment of the future of risk management from Grant Thornton LLP;
• a look at the forces driving change in board composition and succession;
• an alert to an often-overlooked liability risk: failing to reveal pertinent information;
• new trends in D&O exposures; and
• insight into workforce disruption, cyber-risk reduction, and other risks.

Download the report.

Zapproved has published “GDPR Readiness: A Quick Start Guide” about the European Union’s General Data Protection Regulation (GDPR) which is set to go live on May 25, 2018.

Zapproved says that half of all affected businesses won’t be ready for the May launch of the GDPR. This guide is intended to help those struggling with compliance so companies can avoid fines, which can be as much as 4 percent annual corporate turnover, or €20 million — whichever is greater.

“If you collect or maintain data about EU residents or conduct business in the EU, you will need to understand and comply with the data collection, security, access and erasure provisions of the GDPR or face unprecedented penalties,” the company warns.

This complimentary quick guide explains why GDPR exists and how it’s likely to conflict, at least initially, with U.S. discovery principles. It includes a short checklist for the first steps to take to get started with GDPR readiness.

Download the guide.

The Association of Corporate Counsel has released the new ACC Chief Legal Officers 2018 Survey, a study of the issues and environment in which chief legal officers (CLOs) operate, based upon feedback from nearly 1,300 CLOs in 48 countries.

The report can be downloaded for a fee, and a free executive summary is available.

Notable findings include what keeps CLOs up at night, reporting structures, how CLOs view the future of departmental budgets and staffing, litigation and contract workload, and where data breaches and regulatory issues have the greatest impact.

The 2018 report includes an executive summary, key findings, global and industry benchmarking metrics, and an in-depth question-by-question analysis. Key metrics include:

• Legal department spend by company revenue
• Internal, external, and total spend as a percentage of revenue
• Legal department staffing numbers (including lawyers, paralegals, legal operations and administrative professionals)
• Matters handled by the legal department (litigation, compliance investigations, contracts)
• Data breaches, regulatory investigations and patent trolls

Download the report.

Image by Tony webster

Reuters is reporting that the board of Wynn Resorts has been sued by shareholders, claiming the board knew for years that Steve Wynn, founder and chief executive of the casino operator, had been accused of sexual misconduct and failed to investigate.

Reporter Tom Halls explains:

“The case is a derivative lawsuit, meaning any damages paid by Wynn and the other board members who are named defendants would be paid to Wynn Resorts, not directly to investors.

“The lawsuit filed in Clark County, Nevada, claimed, based on press reports, that “a board representative” was notified of Wynn’s alleged misconduct in 2009 by Wynn’s then-wife Elaine.”

Read the Reuters article.

Jones Day has published a white paper that addresses some of the most prominent Foreign Corrupt Practices Act-related compliance priorities requiring the attention of board members.

Those priorities include ensuring that corporate management is completely committed to compliance efforts, risk assessment, training relative to processes and policies, third-party due diligence, and similar concerns.

“The United States Department of Justice, the U.S. Securities and Exchange Commission, and non-U.S. governments and agencies have recently emphasized their continued commitments to pursuing both corporate and individual violators of the Foreign Corrupt Practices Act,” the firm says in an introduction to the paper. “Given this ongoing emphasis, corporate board members have particularly important roles to play in overseeing compliance and anticorruption programs in place at the companies they serve.”

Read the white paper.

Above the Law examines a case in which a district court and a lawyer got into trouble with the 11th Circuit when the lower court took the lawyer’s advice not to apply the circuit’s ruling in a remanded case.

Kathryn Rubino explains that the dispute dates to 2011, when Winn-Dixie grocery store company sued more than 100 dollar stores for violating exclusivity provisions in their lease agreements. The 11th Circuit ruled in the appeal and sent the case back to the district court for application.

The problem arose when lawyers for the dollar stores persuaded the district court not to apply the ruling.

The judges singled out Troutman Sanders lawyer Brian P. Watt for statements urging the lower court not to follow the circuit’s mandate.

“Needless to say (or maybe not), a district court cannot amend, alter or refuse to apply an appellate court’s mandate simply because an attorney persuades the court that the decision giving rise to the mandate is wrong, misguided or unjust,” the panel said.

Read the Above the Law article.

Image by BCorn MarketingDiv (Own work) [CC BY-SA 4.0 (https://creativecommons.org/licenses/by-sa/4.0)], via Wikimedia Commons

Bloomberg reports that Belinda Johnson, formerly chief business affairs and legal officer, has taken the new role with the company as part of a shakeup in the senior ranks.

“Before joining Airbnb, Johnson served as general counsel at Yahoo and Mark Cuban’s Broadcast.com,” according to reporter Olivia Zakeski. “She was named to the board of PayPal Holdings Inc. a year ago. As Airbnb’s operating chief, she becomes one of the most powerful women in Silicon Valley.”

Read the Bloomberg article.

eSignLive by Vasco has made available a new report: “Forrester Report: The State Of E-Signature Implementation: Twenty-Five E-Signature Use Cases Show Adoption Trends,” which can be downloaded from the eSignLive website at no charge.

The Forrester Report examines 25 e-signature implementations across the United States and Europe with use cases for receivables, payables, various contracts, onboarding agreements, and travel bookings – uncovering trends in adoption, authentication, and business results.

The report covers:

• The average implementation time for e signature projects
• Reported ROI metrics from each project
• Top challenges, from browser compatibility to user training
• How solution flexibility mitigates complexity
• Biometric authentication trends
• Innovation in mobile signing

Download the report.

A recent research study developed by Globality in collaboration with The Lawyer found that general counsel prefer working with smaller law firms but often lack the means to find them. The survey went out to more than 300 GCs from organizations with over $1 billion in revenue to uncover the latest industry viewpoint about hiring outside counsel.

The report, “Global Trends in Hiring Outside Counsel,” is available for downloading at no charge.

Key findings:

• Almost 70% of General Counsel rely on pre-existing relationships or referrals to source new legal providers. In-house teams overwhelmingly appoint law firms based on personal connections rather than a systematic appraisal of which firms would be best for the job.
• Levels of dissatisfaction are three times higher with larger law firms than with smaller competitors. Companies find smaller firms deliver better client service, but often lack the means to source them.
• When presented with a series of new legal technologies, 86% of survey respondents were most excited by tools for sourcing and/or communicating with legal providers outside of their immediate network.

Download the Globality report.

In its determination to reverse a two-decade slump in U.S. stock listings, the SEC might offer companies an extreme incentive to go public: the ability to bar aggrieved shareholders from suing, reports Bloomberg.

The Securities and Exchange Commission has privately signaled that it’s open to at least considering whether companies should be able to force investors to settle disputes through arbitration, an often closed-door process that can limit the bad publicity and high legal costs triggered by litigation, writes Benjamin Bain.

“But allowing companies to shield themselves from shareholder lawsuits would almost certainly enrage investor advocates and Democratic lawmakers, a combination that helped defeat a 2012 attempt by private-equity giant Carlyle Group LP to prohibit investor suits as part of its IPO,” Bain explains.

Read the Bloomberg article.

In an upcoming webinar, LawGeex will demonstrate how modern legal teams are revolutionizing their daily contract review processes.

The 45-minute event will be Wednesday, Feb. 21, beginning at 2 p.m. Eastern time.

On its website, LawGeex says the webinar will show how modern legal teams are revolutionizing their daily contract review processes. This will be a practical look at using on-the-ground solutions for contract review automation.

The webinar will cover:

• What is contract review automation?
• How are leading legal teams using this technology today?
• How to dramatically reduce the time and cost of contract review and approval.
• A live demonstration of contract review automation in action.

Register for the webinar.

Large companies increasingly want to work with smaller, more innovative law firms but have trouble finding them due to over-reliance on personal connections, according to a new survey reported by Courthouse News Service.

“Along with an increasing preference for smaller firms, the survey revealed the levels of dissatisfaction rated three times higher with bigger firms—19 percent as opposed to 6 percent,” writes Matthew Renda.

Renda quotes Joel Hyatt, CEO and co-founder of Globality, the company that commissioned the study:

“It’s clear clients are increasingly unhappy with larger legal providers. They’re expensive, aren’t as innovative, and don’t provide the same level of customer service smaller firms can offer.”

Read the CNS article.

NAVEX Global will present a complimentary webinar on recent and anticipated enforcement and regulatory changes as they relate to third-party risk.

The online event will be Thursday, Jan. 25, at 1 p.m. EST / 10 a.m. PST.

Michael Volkov, renowned FCPA and third-party due diligence expert, will help participants learn about new FCPA policies and DOJ advice, data privacy regulations coming in May and more.

Participants also will learn what’s ahead in the world of anti-bribery, corruption and third-party risk management efforts.

Anyone who can’t watch the live online event may register to receive a recording of the webinar afterwards.

Register for the webinar.

Zapproved has published a report providing insights from a PREX17 summary on meeting the new GDPR rules by May 2018. The summary may be downloaded free of charge.

In May 2018, the General Data Protection Regulation (GDPR) will go into effect, requiring companies that do business in Europe to adjust their strategies for data management. The GDPR standardizes data protection law across the member countries, but it doesn’t specifically address preservation and discovery for U.S. legal proceedings.

The PREX17 session summary, “Data Privacy, the GDPR and Security All in One” explores the practical considerations for this transition with insight from Intel’s Dan Christensen, U.S. Magistrate Judge Elizabeth Laporte and Jeane Thomas, Partner at Crowell & Moring LLP.

It discusses strategies to address:

• Article 30 requirements for detailed record keeping
• U.S vs EU perspectives on cross-border discovery and personal privacy rights
• ISO2l701 certification

Download the summary.

Willkie Farr & Gallagher LLP announced that Brant K. Brown, former associate general counsel at the Financial Industry Regulatory Authority, Inc. (FINRA), has joined the firm as counsel in the Washington office.

In a release, the firm said Brown’s hire is the latest regulatory addition to the firm’s Washington office in recent months, following former Chairman (and Director of the Office of Enforcement) of the Federal Energy Regulatory Commission Norman C. Bay and former Acting General Counsel and Deputy General Counsel for the Department of the Treasury Priya R. Aiyar, who joined the firm in September.

“Brant’s strong reputation and experience bring added depth to our team of asset management attorneys who regularly advise clients on complex SEC and FINRA issues,” said Jim Burns, Willkie partner and former SEC Deputy Chief of Staff and Deputy Director of the SEC’s Division of Trading and Markets. “He is well regarded and highly accomplished, and will be a tremendous asset to our clients as they navigate the changing SEC and FINRA regulatory environments.”

Brown has experience working with self-regulatory organizations and broker dealers on a range of regulatory, compliance and enforcement-related matters. At Willkie, he will advise asset management and private equity clients on regulatory matters they face as they navigate the complex legal environment, according to the firm.

Brown joins a team at Willkie of former senior attorneys from numerous branches of federal government and other regulatory agencies, including SEC, CFTC, DOJ, FCC, DOC, FERC, ITC and NTIA, Treasury, as well as the White House and State Department.

Brown served in FINRA’s Office of General Counsel for 13 years, most recently as associate general counsel. He was responsible for advising senior management, departments and committees of FINRA on complex regulatory initiatives and rule proposals, developing and drafting regulatory notices and rule filings for submission to the SEC, and preparing materials for FINRA’s Board of Governors. He also regularly counseled FINRA’s Departments of Market Regulation, Transparency Services and Finance and worked closely with SEC staff on multiple high-profile regulatory initiatives, including establishing FINRA trade reporting requirements for trading activity in the Treasury market and representing FINRA in a significant role on the Consolidated Audit Trail Initiative. At FINRA, he was the recipient of several honors, including the FINRA Chairman’s Award, FINRA’s highest award.

Prior to his time at FINRA, Brown was an associate in the securities group of a large Washington law firm where he advised clients on securities laws and rules and represented firms and individuals in securities enforcement matters.

“I am excited to join Willkie’s outstanding Asset Management team,” said Brown. “Willkie has a preeminent practice in providing sophisticated advice to a wide range of clients, and I look forward to being a part of this talented and dedicated group.”

Brown received a J.D. from Vanderbilt University Law School and a B.A., magna cum laude, from Vanderbilt University.

A new book by the former general counsel of American Airlines tells the story of the company’s journey from the brink of insolvency following the loss of two of the airline’s jets in the Sept. 11, 2001 attacks through the most successful corporate bankruptcy and restructuring in U.S. history.

The Dallas Business Journal, with The Texas Lawbook, has an advance copy of Gary Kennedy’s “Twelve Years of Turbulence: The Inside Story of American Airlines’ Battle for Survival,” scheduled for release in February.

According to writer Mark Curriden, the book reveals that American Airlines paid lawyers and financial advisers involved in the bankruptcy proceedings $300 million – or $500,000 a day. It also goes behind the scenes of the terrorist attacks of 2011.

Read the Dallas Business Journal article.

Brian Krzanich
Image by AP Photo/Intel Corporation,Bob Riha, Jr.

Two U.S. lawmakers are calling for an investigation into whether Intel’s chief executive, Brian Krzanich, improperly sold company stock after learning of a serious security flaw in the tech giants’ microchips before it was publicly disclosed, reports The Washington Post.

Intel’s stock price went down after the announcement of the flaw.

Reporter Renae Merle writes: “Intel learned of the security flaw in June and several months later, in late November, Krzanich exercised and sold nearly 900,000 company shares and stock options, making about $24 million, according to Securities and Exchange Commission filings. The sales reduced Krzanich’s holdings in company stock by 50 percent to the minimum number of shares he’s required to own, according to Intel corporate policy.”

Read the Post article.

Salle Yoo, who resigned as general counsel of ride-hailing giant Uber in September, reportedly came up with an idea to foil government raids on the company’s computers: set up a system to wipe the data when the cops come through the door.

Bloomberg, citing three people with knowledge of the system, reports that, between spring 2015 until late 2016, Uber used a system designed to thwart police raids in foreign countries.

When authorities showed up at Uber offices, employees could page a number that alerted specially trained staff at company headquarters in San Francisco.

Citing a raid in Montreal, the report says, “When the call came in, staffers quickly remotely logged off every computer in the Montreal office, making it practically impossible for the authorities to retrieve the company records they’d obtained a warrant to collect. The investigators left without any evidence.”

Read the Bloomberg article.