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Before she was fired as CEO of Yahoo, Marissa Mayer’s golden parachute was estimated to be as high as $55 million. So the figure recently announced — $23 million — may not seem so outrageous.

“But looks can be deceiving,” writes reporter Michael Hiltzik for The Los Angeles Times. “One reason Mayer’s severance package appears to have shrunk is that the company’s latest disclosure leaves off tens of millions of dollars in stock options held by Mayer as of March 8, but already vested. So they aren’t subject to the accelerated vesting of $20 million in stock incentives that would result from the sale and Mayer’s departure from the company. That acceleration would provide the bulk of her severance.”

Because $56.8 million in options evidently have vested since the sale of the company to Verizon deal was announced in July, it’s reasonable to add them to the invoice, Hiltzik explains. “That puts Mayer’s out-the-door price nearer to $80 million.”

He said the situation raises some questions, including: Do America’s boards have any ability to distinguish good performance from bad, and pay their executives accordingly?

Read the LA Times article.

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A federal jury in Brooklyn convicted a former Hunton & Williams partner of insider trading charges of tipping off his financial adviser to his client King Pharmaceuticals’ then-pending $3.6 billion acquisition by Pfizer Inc., reports Bloomberg Law.

Robert Schulman of McLean, Va., was convicted of securities fraud and conspiracy charges. Post-trial defense motions are due April 14.

Schulman had represented King Pharmaceuticals Inc. in a patent case against Purdue Pharma LP as a lawyer with Hunton & Williams, the report says.

The indictment says Schulman tipped off his investment adviser of Klein Financial Services in Valley Stream, N.Y., about a Pfizer takeover plan during a dinner in August 2010 after having learned of it from another Hunton lawyer. During that dinner Schulman had several glasses of wine when he blurted to his adviser, “It would be nice to be King for a day,’” according to the SEC.

The adviser traded on the information and made profits for himself, Schulman and some other clients.

Read the Bloomberg article.

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Freeborn & Peters LLP announces that attorneys Kenneth M. Crane and Rita W. Garry have joined the firm’s Chicago office as members of the Corporate Practice Group. Crane is a partner and Garry serves as senior counsel.

“Kenneth and Rita both bring extensive experience in corporate and business law matters on behalf of clients in diverse industries,” said Freeborn’s Co-Managing Partner Michael A. Moynihan. “We are enthusiastic about having these two join our corporate practice, which focuses on helping middle-market companies and businesses of all sizes meet their challenges and achieve their full potential.”

In a news release, the firm said:

Crane is a deal lawyer who represents private equity, venture capital and family office clients, focusing on acquisitions and sale transactions. He works with entrepreneurs and companies from inception through closing of realization transactions. He also represents the portfolio companies of his private equity, emerging growth and other clients in a wide range of commercial transactions and legal matters, including equity-based compensation plans, manufacturing, distribution and sales agreements, and intellectual property licensing and development. Crane most recently was a partner with Perkins Coie LLP.

Crane earned his law degree from the University of Illinois College of Law and his Bachelor of Arts from the University of Illinois at Urbana-Champaign.

Garry focuses her practice on serving as outside general counsel to many small and middle market companies across an array of industries. With over 30+ years’ experience, Garry works closely with business owners, executive management teams, and stakeholders throughout the business’ life cycles, including entity design and maintenance, commercial transactions, mergers, acquisitions, business sales, joint ventures, corporate governance and succession planning. Additionally, Garry works to assist clients in capital market transactions and finance, including private securities offerings under Regulation D and the new equity crowdfunding exemption. She most recently was a corporate and transactional partner at Golan Christie Taglia LLP. Previously, she served as a partner and chair of the corporate practice group at SmithAmundsen LLC.

Garry earned her law degree from Boston University School of Law and her Bachelor of Arts from Lake Forest College.

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New York will seek to question top Exxon Mobil Corp. executives under oath as part of a probe into the accuracy of the company’s statements about climate change after discovering an email alias used by former Chief Executive Officer Rex Tillerson, according to a Bloomberg report.

“Tillerson, now U.S. Secretary of State, used the name Wayne Tracker for his secondary internal email account at Exxon, created for sending the most sensitive messages to and from company board members, including communications about the risks associated with climate change, New York Attorney General Eric Schneiderman said Monday,” writes reporter Erik Larson.

Carl Barnes, a former corporate general counsel who’s a lawyer at Morse, Barnes-Brown & Pendleton PC, told Larson that someone in Exxon’s general counsel’s office knew or should have known about the alias account.

Read the Bloomberg article.

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The National Association of Corporate Directors will present a complimentary webinar on reassessing the evaluation process on evaluations on director performance. The event will be Thursday, March 23, at 2 p.m. EDT.

“Given the increased emphasis on director performance, board evaluations have become commonplace in the boardroom over the last few years,” NACD says on its website. “The benefits of the evaluation are clear, including improving performance around identified opportunities, reviewing board composition relative to strategy, and communicating board effectiveness more effectively to shareholders. It is important, however, to periodically reassess the evaluation process to incorporate new leading practices and prevent complacency.”

Presenters will discuss how other boards:

• Align their evaluation process with the company’s strategy
• Incorporate peer-to-peer reviews
• Keep board members engaged in the evaluation process

Register for the webinar.

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The House is poised to pass three bills this week championed by industry that may tilt the civil litigation process in favor of business in thousands of cases each year, reports Bloomberg BNA.

The far-reaching bills address class actions, asbestos cases and attorneys who file “frivolous” suits, writes Bruce Kaufman.

The fast-track approach is deemed essential to give the bills time to advance in the more-deliberative Senate, where 60 votes are needed to overcome an almost certain filibuster.

The bill rewrites class-action practice, aids defendants striving to keep cases out of plaintiff-friendly state courts, punishes attorneys who file dubious claims, and seek to put new limits on settlements entered into by the Department of Justice and the EPA. They also would require more disclosures by asbestos victims who seek compensation from bankruptcy trusts.

Read the Bloomberg article.

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Speakers from Black Duck Software and Wolters Kluwer will be presenters in a webinar addressing key open source security and management questions.

The complimentary event will be Wednesday, March 22, at 11 a.m. Eastern time.

Speakers will be Bob Genshaft, Director Strategic Programs at Wolters Kluwer, and Black Duck’s VP and General Manager On-Demand Audits Phil Odence.

“Companies are constantly seeking ways to ensure their application code is secure and effectively managed. For example, M&A acquirers conduct one-time code audits on companies they are buying to avoid legal, operational or security pitfalls. Other organizations are proactive, using an an ongoing solution to make sure their application code is secure and well managed on a day-to-day basis. Increasingly, many companies are opting to use both approaches,” Black Duck says in a release.

Topics will include:

• When is it appropriate to conduct an audit?
• When should your company consider an ongoing solution?
• What are the benefits of doing both?

Register for the webinar.

Yahoo’s top lawyer, Ronald S. Bell, has resigned, and its chief executive, Marissa Mayer, lost her 2016 bonus after a board investigation of the 2014 theft of information on more than 500 million user accounts, reports The New York Times.

“Senior executives, company lawyers and information security staff were aware of the hack in 2014 and also knew about subsequent attempts to break into the affected accounts in 2015 and 2016, but failed to ‘properly comprehend or investigate’ the situation, the company’s board of directors said in a securities filing on Wednesday,” writes reporter Vindu Goel.

Yahoo’s GC is bearing much of the blame for the company’s security failures, including the hack that left up to 32 million Yahoo accounts vulnerable. The company now faces 43 consumer class-action suits related to breaches, as well as a stockholder class-action suit, the report says.

Read the NYT article.

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The National Association of Corporate Directors has published the 2017 edition of the NACD Director’s Handbook on Cyber-Risk Oversight and made it available for free downloading.

The book is constructed around five core principles designed to enhance the cyber literacy and cyber-risk oversight capabilities of directors of organizations of all sizes and in all industries, according to NACD.

This handbook provides

• foundational principles for board-level cyber-risk oversight;
• insight into management of cyber-risk oversight responsibilities; and
• tools to improve and enhance boardroom practices.

Download the handbook.

Kim Technologies will present a seminar titled “Digital Disruption – Impacts for Corporate Legal Departments” on March 21, 2017 for corporate counsel and executives.

The complimentary event will be at Columbia University’s main campus in New York City, beginning with a buffet breakfast at 8:30 a.m. The main program will be from 9 a.m. to 12:30 p.m.

Dr. Art Langer, director of Columbia University’s Center for Technology Management, will discuss digital disruption in the 21st Century.

Bjarne Tellman, SVP and general counsel of Fortune 100 company Pearson PLC, will discuss the vision for a transformed legal service.

Karl Chapman, CEO of Riverview Law, will talk about moving from a technology-enabled to technology-led legal service delivery model.

And Susan Hackett, LEL, former SVP and GC of Association of Corporate Counsel (ACC), will host a moderated discussion involving in-house counsel.

Register for the seminar.

Bio-Rad Laboratories has agreed to pay $3.5 million in legal fees for the team that represented former general counsel Sanford Wadler during a whistleblower retaliation lawsuit Wadler brought against his former employer, reports MassDevice.com.

The agreement came after a federal jury in California awarded Wadler $11 million in the lawsuit he brought against Bio-Rad. The jury awarded Wadler $2.9 million in back pay and stocks and $5 million in punitive damages, with the back pay award slated to be doubled, bringing the total award to $10.8 million, reports Sarah Faulkner.

“Wadler, who was fired in 2013, alleged that he was let go right before the company was planning to present findings from a bribery investigation in Russia, Thailand and Vietnam. Wadler accused the company of stonewalling his efforts to uncover evidence of similar bribery in China,” Faulkner writes.

Writing about the case on the website of Baker Donelson, shareholder Robert E. Hauberg Jr. explains that the court had ruled Wadler could use as evidence otherwise privileged materials, because the Sarbanes-Oxley Act’s protection of whistleblowers pre-empted the attorney-client privilege. (See “Whistleblower General Counsel Prevails Through Use Of Attorney-Client Privileged Information.”)

Read the MassDevice.com article.

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The generic drug industry has come under fire the last couple of years because of staggering price increases, but now generic drug executives can expect to face tougher legal repercussions, reports MedCity News.

The efforts come in the wake of a 500 percent hike in the generic price of the EpiPen and the 5,400 percent jumpin the price of Daraprim for the treatment of potentially deadly parasite infections, writes Johanna Mayer.

In November 2016, Heritage Pharmaceuticals Inc. sued two of its former executives, Jeffrey Glazer and Jason Malek, using the Racketeer Influenced and Corrupt Organizations Act (RICO). And in December 20 states sued six companies, including Heritage, after a major antitrust investigation by the state of Connecticut.

“Experts predict that these diverse types of lawsuits could ignite a legal domino effect,” Mayer writes. “They also suspect that, as cases like these develop, they’ll expand to touch multiple prongs of the pharmaceutical industry, such as wholesale manufacturers and pharmacies.”

Read the MedCity News article.

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Uber Chief Executive Travis Kalanick said in a memo to employees that allegations from a former employee that she’d been sexually harassed at work, and that the company’s human resources department tried to cover it up was the first he’d heard of the incident. But two groups weren’t surprised, according to a report in The Los Angeles Times: women who work in tech, and Silicon Valley employment attorneys such as Kelly Dermody.

“There’s a phenomenon that happens in several industries, namely tech and financial services, where there’s a buffer around the men who are considered ‘high contributors,’ ” said Dermody, who has represented hundreds of women who work in the tech sector in gender discrimination cases. “They get to have a different set of standards, and their business success translates into them being above the law of the companies.”

Susan Fowler, the former Uber engineer who made the allegations, joined Uber as a site reliability engineer in November 2015. She claims that her manager at the time propositioned her, but Uber’s HR team told her it was the man’s first offense, so “they wouldn’t feel comfortable giving him anything other than a warning and a stern talking-to.” They also told her the manager “was a high performer,” writes reporter Tracey Lien.

Read the LA Times article.

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A webinar featuring the chief operating officer of Interfor International will discuss corporate security as it continues to evolve in a growing and complex matrix of threats and responsibilities.

The webinar will be Thursday, March 2, at 2 p.m. EST.

Don Aviv, CPP, PSP, PCI, Chief Operating Officer, Interfor International, will take a look at the 2017 security landscape and explore four trends central to delivering quality corporate safety and security.

During the webinar, he will discuss:

1. Successfully deploy corporate security systems:
2. Improving workplace violence awareness and response
3. Protecting the lone employee and duty of care responsibility
4. Enhancing global employee communication and location awarenesscu

Register for the webinar.

Chesapeake Energy Corp. and the estate of co-founder and former CEO Aubrey McClendon have agreed to settle a multimillion-dollar dispute over data, stocks and use of a corporate jet, reports The Oklahoman.

The deal calls for Chesapeake to pay $3.25 million in legal fees and drop claims for $445 million related to data McClendon took from the company when he was fired in April 2013.

In exchange, the McClendon estate agreed to drop claims on remaining compensation from the separation, including cash, stock and use of Chesapeake’s corporate jet,” writes Adam Wilmoth.

Read The Oklahoman article.

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The recent California appellate ruling in Glen Provost v. Regents of the University of California sheds significant light on judicial views of written settlement agreements, writes Robert S. Luft in the JAMS ADR blog.

“For corporations, whether or not a settlement agreement can be enforced depends on who signs it. A corporation acts through its employees and agents and that raises the question of what employee or agent can bind the entity to Judgment enforcement.  This issue was partially answered in the Provost case.” Luft explains.

It’s best to err on the side of over qualification of a corporate employee representative to sign a settlement agreement to ensure it will be enforceable, advises Luft.

Read the article.

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Executive pay that is disproportionate to a company’s past performance may also signal that poor returns are coming, according to a study released by shareholder activist group As You Sow and reported by Reuters.

The California nonprofit claimed returns for the 100 S&P 500 companies it had identified as having the most questionable pay went on to underperform the index by 2.9 percentage points over a roughly two-year period ended on Jan. 31, writes Ross Kerber.

Among the chief executive officers it labeled as “overpaid” was Discovery Communications Inc. CEO David Zaslav, who received $32.4 million in 2015. During the study period, Discovery shares fell 12 percent.

Read the Reuters article.

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Hogan Lovells announces that Gregory C. Hill will join the firm’s corporate practice as a partner in the Houston office.

Hill focuses on representing clients on transactional matters including mergers and acquisitions, capital investment and fund formation. He works with private equity funds, as well as private and public companies on acquisitions, dispositions, mergers, joint ventures, and fund raising activities. Hill also has experience representing companies in agricultural, financial services, technology, and waste/recycling and renewable sectors, the firm said in a release.

The release continues:

“Texas is a prominent market for energy, cross-border and other significant transactions. Greg’s practice is a natural complement to the firm’s capabilities, both in the region and globally,” said David Gibbons, Hogan Lovells’ Global Corporate Practice leader, “He is a well-established and respected corporate lawyer in Houston, who will be able to utilize the firm’s platform to enhance the value and services we provide for clients.”

In addition to his transactional practice, Hill represents boards, audit committees and special committees on matters related to conflict of interest transactions and internal investigations. He has an in-depth knowledge of the Foreign Corrupt Practices Act, the Office of Foreign Assets Control, and general financial fraud issues.

“Greg’s versatile experience in complex transactions and governance matters will contribute significantly to the development and growth of our footprint in Houston,” said Bruce Oakley, Managing Partner of the firm’s Houston office. “His arrival exemplifies the strategic investment the firm is making in the market. We have tripled our headcount since 2014 and look forward to Greg playing a leading role in the continued expansion of our transactional practice as we move to our office space in the new 609 Main building.”

Prior to joining Hogan Lovells Hill was a partner in Locke Lord’s Houston office where he chaired the firm’s corporate governance practice. He earned his J.D. from Vanderbilt University School of Law and his B.A. in Political Science, cum laude, from Texas Christian University.

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Zapproved has published its new 2017 In-House E-Discovery Data Processing Benchmark Report, detailing the most satisfying and concerning aspects affecting data processing for e-discovery.

These insights can offer a roadmap to create better, more efficient data processing and review approaches in the year ahead, the company said on its website.

Each year, Zapproved produces a report on the the state of in-house e-discovery, based on a short survey. Participants include a range of in-house e-discovery professionals, from IT personnel to legal operations staff. The 2017 In-House E-Discovery Data Processing Benchmark Report reveals participant satisfaction with data processing speed, cost, ease of use, security and risk reduction. These attributes are correlated with business criteria, such as case types, matter sizes, data sources and future trends.

The resulting report illustrates what really impacts data processing decisions today and how to plan for the future.

It covers:

• What most influences speed, cost, ease of use, security and risk reduction
• When to use in-house versus external solutions
• Why spending more in-house can make sense
• Which data sources are the next big trend

Download the study findings.

Some of the  potential benefits of the U.S. House would give companies more incentive to keep jobs in the United States and less to overextend themselves on borrowed money, points out The New York Times.

And there could be big vast savings by reducing what companies spend on tax lawyers, who help them game the current system, writes Neil Irwin.

“Yet these changes could also set off a cascade of more harmful effects. The plan could shift trillions of dollars of wealth from Americans to foreigners; set off an emerging markets financial crisis; wreak havoc in global oil markets; and cause sustained harm to the American higher education and tourism industries (including, as it happens, luxury hotels with President Trump’s name on them),” Irwin writes.

He goes on to discuss effects on the value of the U.S. dollar by the proposed destination-based cash flow tax and its “border adjustment.”

Read the NYT article.

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