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.

Join Our LinkedIn Group

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.

Theranos Inc. investors accused the company of threatening to file for bankruptcy protection if they don’t agree to give up their rights to sue the firm over its flawed blood-testing business, reports Bloomberg Law.

Reporters Jef Feeley and Caroline Chen write that officials of Partner Investments LP and two other funds, which invested more than $96 million in Theranos preferred shares, said a lawyer representing the privately held medical-testing company suggested it would seek Chapter 11 protection if the investors won’t abandon their lawsuit and accept more equity instead.

Theranos officials have disputed the investors’ claims, saying they discussed the exchange offer with investors before the suit was filed.

“Having said it will no longer sell tests to consumers after running into trouble with U.S. regulators, Theranos and Chief Executive Officer Elizabeth Holmes are fighting for the company’s life,” according to Bloomberg. “It’s facing multiple suits by investors who claim they were misled about the technology and want their money back, and it is refocusing on research.”

Read the Bloomberg article.

Join Our LinkedIn Group

Bloomberg Big Law Business is convening leaders of corporate legal departments and law firms to address the diversity and inclusion challenge at a unique invitation-only event – the 4th Big Law Business Diversity Symposium.

The event will take place 8-10 a.m. Wednesday, May 10, 2017, at Bloomberg Government, 1101 K St NW, Suite 500, in Washington, DC 20005.

Request your invitation today to attend sessions such as:

Leading the Profession: Success Stories
Corporate legal departments see the most successful relationships when their goals and their law firm’s priorities are aligned. Hear how peers are approaching this effort and measuring success.

Inspiring Accountability: A Workshop
Big Law Business will facilitate a workshop on how to have the tough conversations on accountability for diversity and inclusion measures. Explore solutions to inspire leaders to create the incentives, models, and structures to increase diversity and stronger inclusion of ideas and skills in the profession.

Symposium Wrap-Up
Accountability measures that resonate: how the workshop results match back to traditional measurements of progress in the diversity of the legal profession.

The event is sponsored by Major, Lindsey & Africa and Quarles & Brady.

Request an invitation.

The National Association of Corporate Directors has published a guide that reviews the three main indicators of an effective partnership between the general counsel and the board. The guide is available for free downloading.

Those three indicators include:

• aligned role expectations
• open and direct communication
• enhanced dialogue on risk oversight

Over the past few years, the role of the general counsel has grown in both scope and stature, the NACD says on its website. Once seen purely as legal advisors, many general counsel now spend much of their time serving as strategic advisors, regularly providing strategic direction to the CEO and to the board of directors.

General counsel should recognize that directors’ expectations of them go beyond their traditional legal role and that their unique legal and ethical perspective strengthens their ability to help mitigate organizational risk.

Download the guide.

More than 1,700 compliance professionals are expected to attend the 16th Annual Compliance & Ethics Institute in Las Vegas Oct. 15-18, 2017.

The event — at Caesars Palace — will be presented by the Society of Corporate Compliance & Ethics Institute.

The agenda calls for more than 150 speakers in more than 110 sessions.

Learning tracks will include ethics, risk, case studies, compliance lawyer, multi-national/international, IT compliance, general compliance/hot topics, and advanced discussion groups.

New for 2017 is a full-day pre-conference workshop on building professional skills.

Register for the event.

Practical Law has completed its annual survey of public M&A transactions, the fourth to analyze deal-protection measures binding target companies.

The company will discuss the survey results in a complimentary 60-minute webinar scheduled for April 26 at 1 p.m. EDT.

This year’s edition reviews the first full year of public merger deals to have been negotiated following the Delaware Supreme Court’s seminal 2015 decision in Corwin v. KKR, which held that an informed stockholder vote can restore the presumptions of the business judgment rule in the target board’s favor. The study provides a timely snapshot of how practitioners have begun responding to this increased deference toward director decision-making in M&A.

The Practical Law study examines how various deal characteristics — including buyer type, form of consideration, deal size, and financing—affect the negotiations and ultimate agreement between the transaction parties. The study also reviews the deal protections negotiated by buyers who require their own stockholder approval before closing. This analysis has two goals: to learn how frequently those buyers agree to symmetrical deal-protection measures, and to determine how reciprocally binding covenants and remedies affects the deal protections agreed to by the target company.

Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A and primary author of the study, will review the study’s results, including its findings on no-shop and go-shop provisions, fiduciary outs and matching rights, termination rights, and break-up fees.

Following the webinar, attendees will receive a link via e-mail to these Practical Law resources:

Fiduciary Duties in M&A Transactions
Fairness Opinions

Register for the webinar.

Join Our LinkedIn Group

Image by Samuel M. Livingston

The third-generation leader of South Korea’s top conglomerate was mostly silent at his first court appearance in what has been called the “trial of the century,” as his lawyers labored to portray him as an innocent bystander in a graft scandal, reports Reuters.

Jay Y. Lee, the 48-year-old de facto leader of Samsung Group, could face a prison sentence of up to 20 years on charges including bribery and embezzlement in a scandal that led to the ouster of President Park Geun-hye, writes Joyce Lee.

“The leader of the smartphones-to-biopharmaceuticals business empire is the only founding family member among the country’s most powerful conglomerates, called chaebol, to be indicted in a graft scandal that led to Park becoming South Korea’s first democratically elected leader to be removed from office,” according to the report.

Read the Reuters article.

Seth J. Pritikin has joined Neal Gerber Eisenberg in its Corporate & Securities practice group as a firm partner.

Pritikin experience includes mergers and acquisitions, divestitures, equity carve-out transactions, leveraged buyouts, joint ventures, growth capital investments, corporate restructurings and representations of large and middle market private equity funds, the firm said in a release.

“The addition of Seth to our team expands our ability to meet the needs of our corporate and private equity clients,” said David S. Stone, chair of NGE’s Corporate & Securities practice. “His wealth of experience with complex domestic and cross-border transactions adds value not only to our group but also to the services we offer to our clients.”

“Our strategic focus remains to be a destination for exceptional talent seeking an inclusive, collaborative and industrious culture; Seth clearly fits that bill. We are elated to have Seth join us and further enhance our ability to provide our clients with first-rate counsel,” commented NGE Managing Partner Scott J. Fisher.”

Pritikin graduated cum laude from Harvard Law School in 2007 and earned his A.B., magna cum laude, from Harvard University in 2003. Prior to beginning his legal career, Pritikin was a strategy consulting analyst with Dean & Company. Most recently, Pritikin was a partner at Kirkland & Ellis LLP.

Join Our LinkedIn Group

Wallace Global Fund wasn’t Morgan Lewis & Brockius’ biggest client, but it still made a big splash when it fired the BigLaw firm because it is “enabling” President Trump to use his new office for his own personal gain.

Bloomberg Law reports that that H. Scott Wallace, co-chair of the Wallace Global Fund, fired the firm in a letter to chair Jami McKeon.

“The letter points the finger at Morgan Lewis partner Sherri Dillon, who appeared next to the president in a Jan. 11 press conference, where she announced she had devised a plan so that the public could rest easy that Trump’s sprawling real estate, hotel and other business interests would not create any conflicts with his elected role,” writes Gabe Friedman.

The letter cites Trump’s business meetings at his Florida resort, Trump’s criticism of Nordstrom’s for dropping his daughter’s clothing line, and other reasons.

Read the Bloomberg article.

President Trump has named Makan Delrahim, a former government antitrust enforcer and corporate lobbyist, to lead the Justice Department’s review of mergers and acquisitions, The New York Times reports.

Companies are hoping that the new Republican administration will be more permissive with mergers than the Obama administration was, writes Cecilia Kang. Trump’s predecessor blocked dozens of blockbuster deals over the past eight years, including AT&T’s bid for T-Mobile in 2011 and Comcast’s merger with Time Warner Cable in 2015.

“Mr. Delrahim, who serves as legal counsel to the president, will be quickly tested in his new position by AT&T’s $85 billion bid for Time Warner, which is set to be reviewed this year. Other mergers under review include Dow Chemical’s bid for Dupont and Bayer’s acquisition of Monsanto,” Kang writes.

Read the NYT article.

Valeant Pharmaceuticals International Inc.’s former chief executive officer accused the drugmaker of failing to deliver 3 million shares promised him as part of an exit package, reports Bloomberg.

Michael Pearson resigned in May as the value of Valeant’s shares dropped and it became the subject of U.S. Justice Department and congressional investigations, write David Voreacos and Cynthia Koons.

They report that Pearson is claiming the company promised him 580,676 restricted shares and 2.46 million performance shares. Those shares would have a market value of more than $30 million, although exhibits to the lawsuit suggest the value for Pearson could be higher.

Read the Bloomberg article.

Join Our LinkedIn Group

Dennis Garcia, Microsoft Corp, assistant general counsel, offers an insider’s perspective on how in-house counsel trying to “sell” themselves to their business clients and senior legal department leaders. His observations are published on the Bloomberg Law website.

He starts at the beginning: “Start Strong:”

“Make sure to capture the hearts and minds of in-house counsel at the  very beginning of your pitch. If you do not generate a high level of enthusiasm, energy and compelling reason for in-house counsel to focus on your message early on in your presentation, you will not command their attention and they will lose interest.”

Other observations come under headings such as: know your audience, keep it simple,differentiate, the technology factor, highlight client references, don’t forget cybersecurity, and post-pitch activity.

Read the Bloomberg article.

Join Our LinkedIn Group

Image by Aurelijus Valeiša

Amazon.com scored a big victory Thursday against the IRS in a case that the company says could have cost it about $1.5 billion, reports The Seattle Times.

The IRS contended that the e-commerce giant had inappropriately brought down its U.S. tax bill by grossly undervaluing the assets it transferred to its Luxembourg subsidiary, which the company created more than a decade ago.

“Judge Albert Lauber of the U.S. Tax Court ruled that the IRS’ determination of those assets’ worth was ‘arbitrary, capricious, and unreasonable.’ He also broadly sided with Amazon on the way the U.S. company calculates how it shares costs with its European subsidiary,” writes reporter Ángel González. “The ruling, in favor of Amazon, untangles part of the complex web of tax litigation the retailer faces as authorities in the U.S. and Europe review how they deal with global companies that straddle many jurisdictions seeking advantageous tax deals.”

Read the Seattle Times article.

Join Our LinkedIn Group

Reuters is reporting that more than 100 institutional investors opposed efforts by the U.S. securities regulator to delay a rule requiring companies to disclose a ratio comparing their chief executive’s pay with their workforce median.

The letter, signed by representatives of more than 100 unions, pension funds, activist investors, state treasurers and consumer advocacy groups urged Acting U.S. Securities and Exchange Commissioner Michael Piwowar not to delay the implementation of the rule, writes Sarah N. Lynch.

The requirement went into effect in January and could result in disclosures in many companies’ 2018 proxy statements unless the rule is delayed.

Piwowar said earlier this year that the SEC was accepting public comments on the rule, with an eye possibly to delaying implementation.

Read the Reuters article.

Join Our LinkedIn Group

Shareholder activists are pushing back against a major business trade group’s request that the White House use its influence on the U.S. securities regulator to make it harder to get governance, political or environmental issues onto corporate ballots, according to a letter seen by Reuters.

Reporter Sarah N. Lynch writes that existing U.S. Securities and Exchange Commission rules have “given shareholders an important voice,” and should not be changed, the five investor groups said in a March 15 letter to the White House’s National Economic Council Director Gary Cohn.

SEC rules now allow shareholders to submit proposals to corporate ballots if they own $2,000 or 1 percent of a company’s outstanding stock. The SEC can override a company’s objections if the proposal meets certain legal standards and should be on the ballot, Lynch explains.

Read the Reuters article.

Join Our LinkedIn Group