The National Association of Corporate Directors’ new article, “Seeing Opportunity in Reputation Risk,” explores how effective board oversight of corporate responsibility (CR) and environmental, social, and governance (ESG) strategies, practices, risk management, and crisis preparedness can not only help manage strategic risk, but also result in enhanced reputation.

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

The following is an excerpt from this article by Jeff Hoffman and Andrea Bonime-Blanc, which appears in the March/April issue of NACD Directorship magazine:

“ESG and CR are frequently not on boards’ radar. When they are, there is rarely sufficient time allocated to their discussion. There are reputation risks and value creation opportunities that can be found beyond what is normally discussed at board meetings. Unfortunately, many ESG and CR risks are unknown to the board until an incident happens and it goes public—and possibly viral. The risks around ESG and CR are generally easy to identify, mitigate, and plan around. While being prepared for the worst-case scenario may take time and effort, it will be far less painful than the alternative: negative headlines and conversations on social media.”

Download the article.

Bloomberg reports that MetLife Inc. General Counsel Ricardo Anzaldua is stepping down after he helped win a court battle that reversed the government’s designation of the insurer as too big to fail.

Anzaldua will be on the job until the end of June, and he’ll continue to advise Chief Executive Officer Steve Kandarian through the end of the year, the CEO said Thursday in a memo to staff.

“Under Anzaldua, MetLife was the only company to go to court to fight the designation by a government panel as a non-bank systemically important financial institution,” reports Katherine Chiglinsky.”General Electric Co. sold assets to shed its finance unit’s SIFI status. And American International Group Inc. said that the label, which can bring increased regulation and tighter capital rules, wasn’t a big deal.”

Read the Bloomberg article.

BloombergBusinessweek reports on the story behind the accountant who might end up the best-paid whistleblower of all time, with a potential paycheck of $600 million, while Caterpillar, the 92-year-old pride of American industry, will experience something unfamiliar: public humiliation.

“In a 2011 deposition, a Caterpillar attorney asked [accountant Daniel] Schlicksup if his actions threatened to hurt shareholders. write Bryan Gruley, David Voreacos and Joe Deaux.

“It is absolutely in the shareholders’ best interests to have the most accurate financial statements they can have,” Schlicksup replied. “I don’t think that the shareholders of Enron would think it would have been such a bad deal if somebody would have caught that before it bankrupted the company and they lost everything they had.”

Read the BloombergBusinessweek article.

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Barnes & Thornburg LLP has added Richard Kaye to its Atlanta office as a partner in the Corporate Department, where he works on domestic and international transactions.

In a news release, the firm said Kaye focuses on commercial and corporate law and represents multinational corporations, governmental entities, and emerging growth companies. He advises clients on domestic and cross-border M&A transactions, real estate, franchising construction, foreign investment, joint venture and partnering agreements, commercial contracts, and commercial and trade transactions, among other complex matters.

“Rich has a strong transactional practice in the U.S. and we can parlay his international experience when working with European and Asian clients with respect to their operations here,” said Stuart Johnson, managing partner of the firm’s Atlanta office. “He will nicely complement our corporate and M&A capabilities in this market and across the country.”

Prior to joining Barnes & Thornburg, Kaye was a member at Sherman & Howard LLC. His arrival comes on the heels of Robert Lockwood, a partner in the Intellectual Property Department, who joined the Atlanta office earlier in the year.

Beyond his law practice, Kaye is a member of the Advisory Board of Metro Atlanta Chamber and a member of the Georgia Economic Developers Association. He is former chair of the American Bar Association’s International Commercial Transactions, Franchising and Distribution Committee.

Kaye earned his J.D. from Emory University School of Law and his B.A. from the State University of New York at Stony Brook and also studied at the University of Paris IV, Sorbonne. He is admitted to practice in the state of Georgia and before the Georgia Supreme Court, the Court of Appeals of Georgia, the U.S. District Court for the Northern and Middle Districts of Georgia and the U.S. Court of Appeals for the Eleventh Circuit.

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Uber has picked an interesting time to shuffle the top ranks of its legal team. points out  Johana Bhuiyan at recode.net.

A company email indicates that CEO Travis Kalanick said he plans to search for an external hire to fill the role. The general counsel search started after Uber moved its  longtime general counsel, Salle Yoo, to chief legal officer.

Uber is facing a federal Department of Justice probe as well as a major lawsuit from Alphabet.

“Given Uber’s myriad of thorny legal issues, along with an ongoing investigation into allegations of pervasive sexism and sexual harassment, that search should be an interesting one for the company to conduct,” writes Bhuyan.

Read the recode.net article.

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Bloomberg Law reports on a survey of nearly 400 managing partners and chairs, finding that the leaders of Big Law firms in the U.S. don’t seem to be very happy with recent changes — or lack thereof — in their firms.

“In response to survey questions posed by legal management consulting firm Altman Weil, 88 percent of respondents said they have chronically underperforming lawyers, 61 percent said overcapacity is diluting their profitability, and 65 percent said their partners resist most efforts to change how to they do business,” writes Stephanie Russell-Kraft. “This comes at a time when most (72 percent) law firm leaders said the pace of change in the legal industry will only continue to increase in the coming years.”

One of the findings is that business is moving in-house, and managing partners recognize that: 67.9 percent of respondents said they are already losing business to in-house legal departments.

Read the Bloomberg article.

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Bloomberg BNA and World Services Group are partnering to deliver business intelligence, drawn from market-leading news and data analysis, tailored for the advisers of international business.

The forum will be at Bloomberg LP’s office at 120 Park Ave., New York 10017, on Tuesday, June 20, 2017. A pre-forum briefing will be 1-3 p.m., and the forum will be 3-5 p.m.

The Cross-Border Deals Forum will explore strategies for handling business and regulatory challenges impacting the industry, including:

• Tax reform, trade agreements, and policy shifts;

• Cross-border risk assessment;

• Expanding privacy and data security requirements; and

• Market and industry opportunities to watch.

Connecting deal-makers with a global group of peers and actionable insights, the Cross-Border Deals Forum covers the market shifts, opportunities and long-term trends executives are watching, and the political and regulatory changes affecting cross-border success.

Request an invitation.

Institutional asset managers carry enormous clout across corporate America. So it’s unfortunate that so many of these managers choose to support the status quo for boards, even when investors are ill served, points out The New York Times.

As an example, writer Gretchen Morgenson, discusses the case of Arconic, the industrial metals company that spun off Alcoa in November. Some of its directors are facing a proxy challenge to be decided at the company’s next annual meeting.

Giant hedge fund Elliott Management is behind the challenge, following years of declining sales, rising losses and a subpar stock performance at Alcoa.

As Morgenson explains, “The structure of Arconic’s board — and Alcoa’s before it — is investor-unfriendly. It is what’s known as a classified board, in which directors’ terms are staggered, protecting them from being voted out en masse.”

Read the NYT article.

Matt Kelly of Radical Compliance writes about a new report from the Society of Corporate Compliance & Ethics finds that most chief compliance officers don’t review incentive-based compensation for possible misconduct risk.

He calls this an alarming conclusion, since incentive pay is often what causes misconduct in the first place.

“According to the report, which surveyed more than 400 compliance professionals, only 23 percent have opportunity to review management incentive plans before senior executives approve those plans; another 8 percent could review the plans after approval,” he writes. “A whopping 52 percent said they never review management incentive plans at all.”

Read the article.

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San Francisco Business Times is reporting that Uber fired two of its lawyers late last year after they sought advice from other law firms, a move Uber reportedly considered a fireable offense.

Reporter Alisha Green follows up on a report from The Information that says the lawyers reached out for input on proposed policy changes at the San Francisco-based ride-hailing giant related to how long internal documents and company data are retained. The firings were “followed by the departure of three other lawyers over the next few months.”

The article continues:

The unrest in Uber’s litigation team was apparently sparked by a proposal from Uber’s general counsel related to “how the company handles corporate documents and other company data,” according to The Information.

“The two lawyers had expressed concerns to some colleagues about the new policy, according to two people briefed about the issue. The specific concerns couldn’t be learned. The lawyers contacted several outside law firms to solicit an opinion about the proposed policy, a move that Uber deemed to be a breach of their responsibilities to the company, these people said.”

Read the SF Business Times article.

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In its new Study of Effective Legal Spend Management, Exterro reveals how more than 50 in-house legal decision makers are leveraging new strategies for reducing legal spend at their organizations.

More than 20 legal spend management techniques are analyzed and compared against one another, giving readers the needed insight for effectively minimizing legal costs within their own legal departments, the company says on its website.

The study provides:

• Insight on how leading legal departments are managing spend and controlling costs
• Survey results on frequently asked legal spend questions
• New strategies for controlling your legal spend at your organization

Download the complimentary report.

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DLA Piper recently announced that Paul Wassgren has joined the firm’s Corporate practice as a partner in Los Angeles.

Wassgren advises a array of clients, from individual entrepreneurs to domestic companies to multinational and publically traded corporations on securities, project and real estate finance, mergers and acquisitions and general corporate matters.

“Paul’s impressive domestic and international experience and familiarity with corporate law across multiple jurisdictions will provide value to our clients,” said John Gilluly, DLA Piper’s US chair of the Corporate practice. “Paul is a great addition to our global platform, and given his work in Los Angeles over the past several years, he’ll also further strengthen our growing West Coast team.”

Prior to joining DLA Piper, Wassgren was a partner at Fox Rothschild LLP in Los Angeles, where he counseled clients doing business around the world, including China, Australia, Mexico, Belize and India, in a range of corporate matters. He also previously worked in business development for a biotechnology research and development company.

“Paul has developed an extensive network of relationships, in the Southern California region, as well as nationally and internationally, that will enable us to better serve clients in a wide range of industries and matters not only in Los Angeles but on our global platform,” said Perrie Weiner, co-managing partner of DLA Piper in Los Angeles. “We believe his background in biotechnology, real estate and securities, among others, not only complements our existing practice groups but will further enhance what is an already strong Corporate group in California.”

Wassgren’s arrival follows the additions of corporate partners Michael Brown (San Diego) and Brandee Fernandez (Silicon Valley) in California in the past several months.

Wassgren received his J.D. and M.B.A. from Oxford University, and his B.A. from Pepperdine University.

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The National Association of Corporate Directors annually collaborates with its five strategic-content partners to provide guidance for boards of directors on a hot-button governance issue. This year’s topic is ESG, or environmental, social, and governance oversight — an issue that strongly impacts corporate sustainability.

The NACD has made the report available for downloading at no charge.

The report provides ESG guidance in order to help directors:

• ensure the board and executive team have the right skills for driving ESG performance;
• connect environmental and social issues to the company’s business mission;
• communicate the company’s environmental and social efforts to investors, and to stakeholders;
• understand the financial impact of climate risks and improve related disclosures; and
• link compensation to financial results and ESG factors.

Download the report.

Kim Technologies has announced the launch of its Intelligent Legal Operations Platform, which allows in-house teams to automate various law department processes quickly and easily without the need for IT development or coding.

The award-winning Kim platform is already being used by a number of Global 100 companies for activities ranging from contract and in-life management, litigation and employment, to compliance, patents and property. More information can be found here.

Real world examples of how global law departments are using the technology will be demonstrated by in-house leaders at two sessions during the Corporate Legal Operations Consortium in Las Vegas May 9-11.

And the developer will present a complimentary forthcoming webinar at 11.30 ET on May 25: How Kim’s no-code AI platform is transforming legal departments around the globe.

See details of the new platform.

Bloomberg BNA, PKF O’Connor Davies LLP, Prairie Capital Advisors, and Sadis & Goldberg LLP will present an exclusive live event on using employee stock ownership plans (ESOPs) to support growth and ownership transition strategies.

The event will be Thursday, June 1, 2017, 3-5:15 p.m., with a reception to follow. The location will be at Bloomberg LP, 120 Park Ave., New York, NY 10017.

On its website, Bloomberg says this program will explore all of the ways in which a business can utilize ESOPs to create favorable conditions for financing, allow for acquisitions, attract top talent, and generate wealth for both owners and employees.

ESOPs are commonly used by an owner seeking to retire, however, in today’s business market of successful start-ups, there’s an opportunity to consider them earlier in the lifecycle of the company. ESOPs, when done properly, may position the company for financing, allow for acquisitions, help attract and retain top talent in a competitive environment, and create wealth for owners and employees.

Register for the event.

The Corporate Legal Operations Consortium will hold its 2nd Annual CLOC Institute on May 9-11, 2017 at Bellagio Resort in Las Vegas.

Known as the largest gathering of legal operations professionals in the world, this year’s conference will feature more than 70 sessions and 120 speakers. More information can be found in a press release here.

To see a list of all the sessions, click here.

Some session highlights and speakers include:

• “Was It Something I Said?: Advanced Workshop on the Role of Personality in a Successful Law Department,” featuring Larry Richard of LawyerBrain (pre-session on May 8);
• “The Future is Closer Than You Think: A Conversation with Richard Susskind,” featuring Richard Susskind, author of “Tomorrow’s Lawyers”;
• “Legal Operations Maturity Model: How Do You Rate?”;
• “Beyond the Hype about AI: Practical Applications of Artificial Intelligence in Today’s Law Department”;
• “Knowledge Management: What, Why and How”; and
• “Big Thinker Panel: CLOC’s Magna Carta for the Corporate Legal Services Industry,” (two-part session).

Register for the event.

Reuters tells the story of how two analysts who liked to swap notes on numbers they thought looked odd took a fateful step and tipped off U.S. regulators about a company that one of them had watched for months.

The story is illustrated with the case of Orthofix International NV, a Texas-based medical device maker that kept hitting ambitious earnings targets and many analysts had “buy” recommendations for the stock.

One of the analysts had a feeling about the company, noticing its earnings reports showed it was taking longer than usual for the company to get paid by wholesale customers, invoices were piling up and executives struggled to offer a convincing explanation, saying logistical problems at foreign offices were partly to blame.

Reporter Sarah N. Lynch tells how that analyst spent months tracking quarterly reports and earning calls, using algorithms to compare Orthofix’s ratios and patterns of sales and inventory turnover with financial data of its peers.

“By entering the SEC whistleblower program the duo showed how outsiders with analytical skills and tools and time to spare can accomplish what is typically done by those with inside access to confidential information,” Lynch writes.

The two could win as much as $2.5 million for their whistleblowing.

Read the Reuters article.

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Bloomberg Big Law Business will host its 3rd annual Summit in Manhattan.

The event will be Wednesday, May 24, 2017, at Bloomberg LP, 731 Lexington Ave., New York, NY 10022, from noon until 6 p.m. A networking lunch and cocktail reception will be included.

Attendance is by invitation only. Anyone interested in an invitation may submit a request.

The agenda is available online.

Some of the speakers will include:

• Peter Beshar, Executive Vice President and General Counsel, Marsh & McLennan Companies
• Matthew Cooper, Executive Vice President, Head of Legal, Capital One Financial
• Stephen Cutler, Vice Chairman, JPMorgan Chase
• Eric Grossman, Chief Legal Officer and Managing Director, Morgan Stanley
• Deborah Kaback, Chief Legal Officer, Oppenheimer Asset Management
• Aristedes Mahairas, FBI Special Agent in Charge, Special Operations/Cyber Division, New York Office
• Manisha Sheth, Executive Deputy Attorney General for Economic Justice Division, Office of the New York State Attorney General
• Patrick Speice, Assistant General Counsel, Regulatory and Compliance, United States Steel Corporation
• Mary Jo White, Senior Chair, Debevoise & Plimpton

Request an invitation here.