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With the holiday shopping season approaching and bankruptcy proceedings underway in federal court, Toys R Us went to its creditors in November with an unorthodox request, The Washington Post reports. To boost sales, the insolvent company asked: Let us pay out millions of dollars in bonuses to our top executives.

Under the plan, which has been approved by a bankruptcy judge, the company will pay 17 executives about $14 million in incentive bonuses, as long as the company hits its target of $550 million in earnings. It must hit a minimum of $484 million in adjusted earnings before any bonuses are awarded.

“Attorneys for the company argued in court papers that the bonuses would help encourage executives to focus on driving up sales as the holidays approach,” the Post‘s Derek Hawkins reports.

Read the Post article.

Trial lawyer Mark Werbner of Dallas litigation firm Sayles Werbner will address Texas lawyers about his decade-long quest to hold the Arab Bank responsible for providing financial support to U.S.-designated terror organizations.

Werbner will discuss Linde, et al. v. Arab Bank PLC in a presentation titled, “Fighting Terror-Financing in the Courtroom,” during the State Bar of Texas Litigation Update Institute’s 34th annual course in January 2018.

In 2014, a jury in New York sided with Werbner, finding Jordan-based Arab Bank responsible for providing financial services to Hamas for 24 terror attacks during the “Second Intifada” in Israel and the Palestinian territories. The verdict was the culmination of a lawsuit filed in 2004 to obtain justice for nearly 300 American victims and their families. The case marked the first liability verdict against a foreign bank for violating the Anti-Terrorism Act.

Currently under review by the U.S. Supreme Court is Jesner, et al., v. Arab Bank, a related case that would clarify if the Alien Tort Statute (ATS) applies to corporations under the 1789 U.S. law.

The Linde verdict earned Werbner the 2016 Trial Lawyer of the Year Award from Public Justice, which honors attorneys who made the greatest contribution to the public interest through their work in precedent-setting, socially significant cases. His work has also been consistently recognized in top legal publications, such as The Best Lawyers in America.

Just days into his new job as chief legal officer at Uber, Tony West sent an email to the firm’s security team telling them to stop any competitive intelligence projects that included surveilling individuals, reports Recode.

In the email, West said he and new CEO Dara Khosrowshahi “are still learning the details about the extent of these operations and who was involved in directing them, but suffice it to say there is no place for such practices or that kind of behavior at Uber.”

Reporter Johana Bhuiyan writes that Khosrowshahi also sent an email to all employees, saying in part, “I will not tolerate misconduct or misbehavior that was endorsed or excused in the past. Period.”

The ride-hailing company has had to deal with the sudden loss of its former CEO, a lawsuit from a competitor, and other challenges in recent months.

Read the Recode article.

For 10 years, Blickstein Group, in cooperation with Consilio, has surveyed hundreds of law departments solely on the operations function to provide benchmarks that are useful to all law departments.

The written survey report is available now and may be downloaded at no charge.

On December 14, at 1 p.m. Eastern time / 10 a.m. Pacific, Blickstein will host a webinar to provide exclusive LIVE analysis of survey results by five industry leaders.

Those leaders are Brad Blickstein; David Cambria, Global Director of Operations – Law, Compliance and Government Relations at Archer Daniels Midland Co.; Joe Polizzotto, Senior Vice President, Strategy & Client Services at QuisLex; Kristin Calve, Publisher of Metropolitan Corporate Counsel; and Robin Snasdell, Managing Director at Consilio.

They will benchmark topics such as:

• The role of Legal Ops
• Change management
• Alternative fee arrangements
• Technology and tools
• Metrics and reporting

Download a copy of the report.

Register for the webinar.

Conga has published an eBook designed to help readers get clearer visibility across contracts  through automating and integrating the contract lifecycle.

“Use-it-or-lose-it budgets are a fact of life, but they don’t have to derail your organization,” the company says on its website. “Your remaining dollars will go farther when everyone in your organization works smarter, more efficiently, and more diligently. Lightning-fast automation, policy enforcement, and true oversight will help you get the most out of end-of-quarter initiatives without taking on unnecessary risk.”

Download “The Path to Year-End Efficiency” to:

• Do more with your year-end dollars
• Learn how to accelerate sales processes
• Understand the importance of getting contract management right
• Stop the bottlenecks associated with year-end
• Boost purchasing efficiency and oversight

Download the guide.

The Northeast Clean Energy Council and NECEC Institute will present a webinar exploring how established corporations and early-stage companies can partner to develop new technologies in a mature market.

The one-hour event will be Tuesday, Nov. 12, 2017, at 1 p.m. EST.

Panelists will cover topics such as collaboration strategies that enable entrepreneurs and corporates to iterate, how to launch new products that may change the status quo, and how to explore new markets, NECEC says on its website.

Speakers will share the latest research on corporate partnerships as well as a presentation of a case study on a strategic partnership between Schneider Electric and KGS Buildings.

Attendees will learn:

• The formats a strategic partnership can take
• The importance of aligning strategies, customer value, sponsorship and patience
• How a partnership can help leverage resources
• Different needs require different partners

Register for the webinar.

It’s far too simplistic to suggest that anything your company considers to be a “settlement negotiation” is going to be kept out of court, warns Joseph A. Schouten of Ward and Smith, P.A.

In an article on the firm’s website, he writes: “It’s important to understand the limits of the protections afforded to ‘settlement negotiations.’ Otherwise, your company may make a statement in what it believes to be a confidential ‘settlement negotiation’ only to have that statement used against it in court.”

In the article, he explores some of the common situations in which a company may fall into a trap if it doesn’t understand the rules regarding protections for settlement negotiations or communications.

Read the article.

The evolving digital landscape continues to challenge many sitting directors with the various transformation and security issues it presents, according to Boardroom Resources. Boardroom discussions can no longer ignore the rise of the digital consumer, which has begun to affect industries far beyond just retail or business-to-consumer. These challenges are accompanied by many opportunities for directors to improve board and company performance.

In a video, Alex Schmelkin, board member with Essendant and founder & CEO of Cake & Arrow, is given an interesting task: If you could design a digital training program for today’s board members, what would it look like? Host TK Kerstetter asks Schmelkin how he would both define ‘digital’ and communicate its current and future impact for today’s directors.

In the video discussion, Schmelkin outlines several approaches that boards can take to better understand the “end user” no matter the organization or industry.

Watch the video.

The National Association of Corporate Directors has published a complimentary article titled “Assessing the Ability to Change Culture,” providing a quick overview of best practices set forth in the Report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset.

Most boards recognize that management’s actions create an organization’s culture, and that leaders should “walk the talk.” But few know what’s involved in assessing and changing culture in a rigorous, comprehensive, and data-driven way, NACD says on its website.

The article describes how boards should:

• Assess the company’s commitment to change along four key dimensions
• Oversee management in identifying and implementing needed interventions
• Seek to modify specific behaviors, not just instill values or tone from the top

Download the article.

NAVEX Global has published its 2017 Third-Party Risk Management Benchmark Report to document how practitioners are successfully conducting third-party risk management — including screening, monitoring and auditing techniques.

“Third parties can be unpredictable,” the company says on its website. “When managing hundreds or even thousands of third parties, keeping an eye out for red flags may seem a herculean task. Use the report to improve your own program outcomes, stop bad behavior in its tracks, and ensure you know how to spot the warning signs.”

The study, which includes information from more than 400 professionals, offers guidance on the approach to third-party risk management that organizations find most effective, how they are using outside providers to assist with third-party due diligence, if automated due diligence affects ROI, and more.

Download the benchmark report.

Marcus Evans Summits has announced the schedule for the 2018 Chief Litigation Officer Summit and IP Law Summit, both scheduled for March 11-13, 2018, a the Venetian in Las Vegas.

Both summits will feature networking, presentations and panel discussions.

“With our unique in-house platform, attendees have the ability to pre-select meetings with the delegates/vendors they would like to meet with. This way your agenda is tailored exactly to your needs and maximises your time there,” the company says in its invitation.

Get details about the summits.

Exterro has published its 40-page 2017 In-House Legal Benchmarking Report and made the report available for free downloading on its website.

This year’s report shows the areas of focus that corporate legal teams are homing in on in the hopes of gaining the kind of control that will bring efficiency: control over the process, both in-house and with third-party vendors; control over project management through the use of technology; control over data volumes and data types during preservation.

Some points about the report:

• 40-page comprehensive report, which surveyed 85 in-house legal professionals
• Key topics include how legal departments are allocating spend, techniques used to manage legal operations and much more…
• Expert analysis by EDRM co-founder George Socha, on what he sees as the key takeaways from this report

Download the report.

Respondents to Dykema’s 13th Annual M&A Outlook Survey expressed an overall bullish viewpoint of the economy and U.S. merger and acquisition market, bringing a new level of optimism, not seen in several years.

According to the firm, 39 percent of respondents in this year’s survey expect the M&A market to strengthen over the next 12 months, up from 33 percent last year and 37 percent in 2015. With a record-breaking robust stock market and uncertainty surrounding the presidential election fading, this revelation mirrors the 60 percent of respondents who predict a strong U.S. economy in the next 12 months, doubling last years’ results.

“With the uncertainty around the presidential election in the rearview, our survey respondents are abandoning the ‘wait and see’ mantra, with an increasing number predicting that deal activity is back on the rise,” said Thomas Vaughn, co-leader of Dykema’s M&A practice. “In this year’s survey, we are, however, still hearing that uncertainty around the Trump administration’s priorities and regulations will have the greatest impact on M&A from a global perspective.”

More than half (50 percent) of respondents expect Donald Trump to be a positive force in U.S. markets as a whole this year. Likely factors playing a role in this optimistic sentiment include expected reduction in corporate tax rates, more favorable business regulations, and the Trump administration’s perceived business-friendly positive economic policies.

The survey yielded a number of other interesting conclusions, including:

• Half of respondents said President Trump will have a positive impact on the U.S. economy and M&A market in 2018.
• Seventy-percent of respondents predict the volume of small deals (under $50 million) will increase over the next 12 months, with 53-percent predicting an uptick in deals valued between $50 million and $100 million.
• Sixty-eight-percent of respondents said they would be involved in an acquisition in the next 12 months, which is fairly consistent with 2016’s 70 percent.
• For the fourth consecutive year, respondents expect technology and healthcare to see the most M&A activity in the next year. Fifty-nine-percent of respondents also predict an increase in M&A activity between fintech startups and established financial services organizations in 2018.
• Almost 80-percent of respondents expect an increase in M&A activity involving privately owned businesses in the next 12 months, increasing by 10-percent from last year’s results.
• Mirroring prior years, dealmakers say the leading driver of cross-border deals will be companies seeking growth via entrance into foreign markets. More companies in Asia are expected to pursue deals in the U.S., and outbound M&A activity from the U.S. to Mexico and Canada is expected to increase in the next year, despite ongoing public statements by the Trump administration around the renegotiation of the North American Fair Trade Act (NAFTA).

“The middle market is quickly becoming the focus of M&A,” said Jeff Gifford, co-leader of Dykema’s M&A practice. “Technology and healthcare are two of the more active spaces, with fintech becoming an increasingly popular area of interest. Megadeals have lost some of their steam and we are seeing more and more companies pursuing small to middle market strategic transactions.”

Survey results are being released this week at Dykema’s exclusive annual M&A Outlook events in Detroit and Chicago. The full report is available here.

Any attorney who regularly drafts stock purchase agreements, voting agreements, or other contracts that use the term “voting power” would do well to take note of a recent ruling, suggest Benjamin F. Jackson and Stephen P. Younger of Patterson Belknap Webb & Tyler LLP.

They write that the New York case Special Situations Fund III QP, LP. v. Overland Storage, Inc. raises several questions: What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an attribute of stock, or is it something that shareholders possess?

Leaving this term undefined in a contract could be risky business, they warn.

Read the article.

NAVEX Global will stage a unique, once-a-year virtual conference to help particpants learn about current best practices and new emerging compliance issues.

The free webinar will be on Thursday, Nov. 9, 2017.

More than 4,000 legal, audit and compliance professionals are expected for the 2017 Ethics & Compliance Virtual Conference to hear speakers like:

• Shankar Vedantam, Host of the Hidden Brain Podcast and NPR’s Science Correspondent

• Kristy Grant-Hart, CEO, Spark Compliance Consulting

• Richard Bistrong, CEO, Front-Line Anti-Bribery LLC

This year’s conference will have 23 sessions throughout the day with three specialty tracks on Aligning Corporate Risk & Culture, Leading for the Future and Investing in Corporate Culture.

Participants are free to come and go as they please. Anyone unable to access the live webinar may register to obtain access to the sessions later.

Register for the webinar.

Sidley Austin LLP announced that it will add a team of five partners to its Capital Markets and M&A practices, four of whom – David Buck, Jon Daly, Angela Richards and George Vlahakos – will be based in its Houston office, with the remaining partner – Bill Cooper – splitting his time between Houston and Washington, D.C. Buck, Daly, Vlahakos and Cooper will join Sidley November 1, while Richards will follow in early December.

“David, Bill, John, Angela and George are widely known in the energy sector and recognized for their experience and industry insights,” said Kevin Lewis, co-managing partner of Sidley’s Houston office. “For the past two decades they have been advising energy companies, investment banks, funds and others on complex and innovative transactions, including for master limited partnerships. Their coveted MLP capital markets and tax work will be an important addition to our office, and together with their broader capital markets and M&A capabilities will complement Sidley’s formidable, globally recognized capital markets and M&A practices.”

Their arrival is coming on the heels of several other energy partners that have recently joined Sidley, including David Asmus, Brian Bradshaw and Brian Minyard in Houston, and Emily Pitlick Mallen in Washington, D.C.

The firm provides the following biographical information for each of the new partners:

David Buck – Buck is a senior capital markets and M&A partner with a distinguished corporate and securities law practice emphasizing transactional and governance matters. His corporate finance practice includes representing both issuers and investment banks in initial public, private equity and debt offerings. He has particular industry experience with domestic and international energy, including oil and gas exploration and production, midstream, offshore drilling, seismic and other energy services. Buck advises special committees and financial advisers concerning merger and acquisition transactions, joint ventures and private equity investments. Additionally, Buck regularly counsels public clients regarding compliance with periodic reporting, proxy solicitation, corporate governance matters and other requirements of the federal securities laws, the New York Stock Exchange, the NASDAQ Stock Market and other exchange rules.

Bill Cooper – Cooper concentrates his practice on complex capital markets transactions representing both issuers and underwriters on initial public offerings (IPOs), follow-on equity offerings, traditional private placements, Rule 144A offerings and private investments in public equity. He has substantial experience with master limited partnerships (MLPs), including private formation transactions, IPOs, sponsor drop-down transactions and conflicts committee representation.

Jon Daly – Daly focuses his practice on corporate and securities law. He represents public and private companies, MLPs and investment banks in all forms of capital raising transactions, including IPOs, registered offerings of equity and debt securities, as well as private placements of equity and debt securities. In addition, he advises on corporate governance matters, periodic reporting and other requirements of federal securities laws, and the requirements of the New York Stock Exchange and the NASDAQ Stock Market.

Angela Richards – Richards advises clients in the energy sector on various federal income tax matters, particularly on domestic business transaction planning. She counsels MLPs on mergers and acquisitions, capital formation, acquisition and recapitalization issues. She has also served as tax counsel to both issuers and underwriters in connection with numerous MLPs, IPOs and follow-on offerings.

George Vlahakos – Vlahakos has experience in a broad range of transactional and corporate governance matters. His practice includes representing public and private entities, investment banks and private equity firms in connection with IPOs, mergers and acquisitions, private equity investments and registered offerings, as well as private placements of equity and debt securities. He also counsels MLPs and clients across the energy value chain, including those engaged in upstream, midstream, downstream and oilfield service-related matters.

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The National Association of Corporate Directors (NACD) has published a report titled “Culture as a Corporate Asset: Translate Values into Value,” the topic of this year’s NACD Blue Ribbon Commission Report.

Just released at the 2017 NACD Global Board Leaders’ Summit, the report provides directors with the following information:

• A definition and key characteristics of organizational culture
• Priorities for action for the entire board and committees
• 10 strategic recommendations for overseeing culture

Organizations with strong, positive cultures have been shown to outperform their peers in customer satisfaction, quality, productivity, and profitability, the NACD says on its website. The absence of a healthy culture can create or increase many types of risks.

Yet, in a recent NACD survey, less than half of directors reported that their boards assess alignment between their company’s purpose, values, and strategy. And only 50 percent say they understand the “buzz at the bottom” — how culture actually translates into norms and behavior among rank-and-file employees.

Download the complimentary report.

NAVEX Global will present a free webinar, “Using Metrics to Improve Your Third-Party Risk Management Program,” on how to set up a third-party risk management program for success.

The event will be Thursday, Oct. 26, at 10 a.m. PDT/1 p.m. EST.

Participants will learn how companies with advanced programs manage their third-party risk and due diligence processes and will get industry benchmarks to size up your program.

Expert presenters will discuss the steps that should be taken to improve a program and minimize risk — regardless of organization size or number of third parties managed.

Organization following the steps have:

• Reduced their risk of legal or regulatory action
• Appropriately defined “high risk” third parties
• Found the most powerful screening and monitoring methods
• Measured the effectiveness of their third-party due diligence programs

Register for the webinar.

Yerra Solutions has introduced Clearly 2.0, a legal spend management system that works by combining technology and human intelligence to simplify invoice handling and derive greater savings from the eBilling and spend management process.

The solution provides 100 percent global invoice capture, configures workflows, offers advanced mobile reports and flexible solutions.

“Yerra Clearly combines human intelligence & technology,” the company says on its website. “Our spend management tool is supported by a team of legal and IP spend management experts, as well as specialized analysts trained in invoice review and spend reporting. We understand that our clients have differing priorities and offer a flexible solution that enables you to choose and pay for only what you need to get the best results.”

Get more information.

A new report by Equilar finds that companies with revenue between $1 billion and $15 billion pay their CEOs 3.7 times what they pay their general counsel.

The report (via Above the Law) puts the ratio for companies with revenue less than $1 billion at 3:1.

“But don’t go crying for in-house counsel just yet.” writes Above the Law’s Elie Mystal. “Median GC salary at the largest companies was $650,000, while the smaller companies Equilar tracked still posted at $325,000 median salary for general counsels. Which is pretty decent scratch, all things considered.”

Read the Above the Law article.

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