The National Association of Corporate Directors (NACD) will host a meeting of progressive general counsel, directors, and subject-matter experts for an intimate discussion on the continuing evolution of the general counsel’s role, and its impact on boardroom issues. This exclusive, one-day event seeks to help GCs to better align themselves with director expectations, as well as elevate their role in the boardroom, the company says.

The event will be on Monday, Feb. 12, 2018, at the Grand Hyatt Washington in Washington, D.C.

Once seen solely as legal advisors, general counsel are now regularly called upon to provide the board with an objective opinion about the company’s strategy based on their legal and ethical training. In fact, almost 70 percent of NACD’s full board memberships have a general counsel on their board roster. As part of our continuing goal of equipping boards with the information they need to create long-term value for businesses, NACD launched a new initiative: The Strategic-Asset GC.

Now in its second year, the Strategic-Asset GC event will aim to provide general counsel unique insights from directors, subject-matter experts, and fellow general counsel in order to help identify effective strategies for continued partnership with the board.

Register or get more information.

On Thursday, Jan. 18, 2018, the experts at NAVEX Global will discuss the challenges of ethics and compliance and offer predictions for 2018’s most pressing compliance issues.

The complimentary webinar will be at 1 p.m. Pacific time/ 1 p.m. Eastern time.

This past year was filled with news headlines that resulted in major legal repercussions for many organizations—causing workplace unrest or wreaking havoc on reputations.

Webinar participants will be able to take a proactive look at their programs and make sure they have a legally defensible strategy that’s prepared for any scenario, NAVEX says in its invitation.

Register for the webinar.

U.S. financial regulators said that because the new tax bill could make timely financial reporting difficult, public companies can make reasonable estimates when uncertain of the impact of the new tax law in financial reports, and will have up to a year to report final numbers, Reuters reports.

“The $1.5 trillion tax bill, signed into law on Friday by U.S. President Donald Trump, will significantly affect many companies’ year-end financial statements because listing rules oblige them to flag any potential material risks or changes to their operations and financial outlook to shareholders,” according to the report.

Regulators gave public companies a “measurement period” to study the new law.

Read the Reuters article.

LawGeex, publisher of “LegalTech Buyer’s Guide,” has published a guide to change management for legal teams: “In-House Counsel’s Guide to Change Management.”

The book delivers the definitive eight-stage process of navigating and reinforcing enduring change. It contains dozens of interviews and real-life experiences from a host of industry leaders, including Pearson, Telstra, Avis Budget Group, NetApp, L’Oreal, Microsoft, Cisco, Google and many more.

The guide includes:

• The secrets of legal change management from Pearson, Telstra, Avis Budget Group, NetApp, L’Oreal, Microsoft, Cisco, Google and many more.
• The definitive eight-stage process of lasting change, including everything from identifying opportunities, to measuring and reinforcing success.
• Dozens of interviews and real life experiences from the world’s leading in-house lawyers and legal experts on navigating lasting change.

Download the guide.

NAVEX Global has compiled an e-book that presents predictions about the top trends and events that will impact ethics and compliance programs in 2018 — along with recommendations for compliance.

The book can be downloaded from the NAVEX site at no charge.

“Business, societal and political events transpired this past year at a pace that left many with a fractured view of the ethics & compliance industry and its expectations,” the company says on its website. “The experts at NAVEX Global and its thought-leadership network discuss these challenges and opportunities based on their experiences with over 12,000 clients to provide well-informed predictions on what’s to come in 2018.”

The e-book covers:

• The top trends and events that will impact your ethics and compliance program in 2018
• How increased awareness and reporting of sexual harassment will affect your program
• The evolving role of the ethics & compliance officer
• How to create a culture of compliance

Download the e-book.

NAVEX Global has released its first ever role-based Ethics & Compliance Benchmark Report for Legal Professionals, designed to help legal professionals get unique insights into compliance challenges and solutions.

Download this report to learn:

• What general counsels value most in their ethics and compliance programs

• A proactive approach to resource constraints

• The most common methods legal professionals use to administer and manage attestations

The report provides insights and benchmarks for compliance programs, from the eyes of legal professionals. It includes best-practice recommendations and discusses how legal departments view compliance training, third-party due diligence and policy and procedure management.

Download the free report.

Image by Mike Kalasnik

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.