NAVEX Global’s 2016 Ethics & Compliance Training Benchmark Report shows compliance professionals struggling with small budgets, growing numbers of learners and limited time to train.

The company offers the report for downloading at no charge.

NAVEX says this benchmarking data can be used to measure a company’s program against its peers, and come away with strategies to solve key training challenges.

The ethics and compliance training benchmark report:

• Helps you make data-based decisions about who, when and how much to train
• Pinpoints emerging training topics and strategies to watch
• Reveals common program gaps and offers real-world solutions for tackling them

Download the report.

Reuters is reporting that two business groups have sued the Obama administration over a crackdown on U.S. companies that try to reduce their U.S. taxes by rebasing abroad in a process known as inversion.

Plaintiffs in the suit filed in a federal court in Texas are the U.S. Chamber of Commerce and the Texas Association of Business. They claim that a U.S. Treasury Department regulation enacted in April exceeded the department’s authority.

“The lawsuit was the first to challenge a rule on inversion,” write David Ingram and David Morgan. “The deals are legal, but have drawn criticism from some politicians who say U.S. companies that do them are avoiding their tax obligations. A wave of inversions largely ended after Treasury moved against the deals.”

The rule helped scuttle what had been a planned $160 billion combination of Allergan and U.S. drugmaker Pfizer Inc in what would have been the largest inversion ever, the report says.

Read the article.

When Warren Buffett and Berkshire Hathaway Inc. bought Portland, Oregon-based Precision Castparts Corp. for $37 billion early this year, the investor acquired the services of Precision’s hard-charging CEO, Mark Donegan.

According to a Bloomberg profile by Noah Buhayar, Donegan is “a low-profile CEO with a great track record, relentless about staying ahead of the competition. During the 13 years he led Precision as a publicly traded company, its stock climbed 20-fold, annual revenue quadrupled to $10 billion and he bought dozens of businesses, consolidating a position as a key supplier to Boeing Co., Airbus Group SE and General Electric Co. It helped him attain a cult status among investors.”

“Behind the numbers, though, something more brutal is going on,” the profile continues. “For years, Donegan has traveled the globe, sometimes bullying staff during quarterly reviews at Precision plants.” And sometimes those reviews included profanity and threats.

Read the article.

A group of 12 prominent corporate executives and financial leaders recently a discussion of common-sense principles companies and boards of directors can use to follow the best practices of corporate governance.

The leaders included Warren Buffett, CEO of Berkshire Hathaway, and Jamie Dimon, CEO of JPMorgan Chase & Co. Others were chief executives of General Electric, General Motors, Verizon, BlackRock, Vanguard, and more.

Topics include the independence and diversity of corporate boards, breaking away from the obsession with quarterly financial forecasts, accounting standards, and engagement between a company and its shareholders.

“Their stated goal was to offer a set of recommendations on which they found common ground, in the hope of promoting further conversation on corporate governance and ultimately stimulating economic growth,” as described by The New York Times. “Indeed, the principles appear premised on the crucial, if understated, connection between effective corporate governance and economic prosperity. In that regard, they reflect the frustration that governance-based debate among investors, corporate leaders and other stakeholders has failed to produce the kind of change needed to support economic strength.”

Download the principles.

“While each crisis is unique, proper preparation can stabilize the situation and mitigate potential liability and damages,” the firm says. “A particular area of focus should be the preparation of an incident investigation report – when to prepare a report, who should prepare a report, how the report should be prepared and what may happen with the report in subsequent litigation.”

Watch the on-demand video.

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Sports Authority’s creditors and the Justice Department have challenged the fading retailer’s plans to pay top executives as much as $2.85 million in bankruptcy bonuses, according to a Dow Jones Newswires report in The Denver Post.

Sports Authority once operated 460 athletic-gear but filed for bankruptcy protection and began going-out-of-business sales in an effort to pay its debts. As the liquidation entered its final weeks, Sports Authority unveiled plans for bonuses for four unnamed top executives.

“The bonus money is needed to encourage the executives to do their best in the company’s final days, according to Sports Authority’s lawyers. Confidentiality is appropriate to protect morale, and prevent competitors from using the pay data to lure Sports Authority’s leaders away, the company contends,” the report says.

Read the article.

Bloomberg Law is reporting that Yahoo General Counsel Ronald Bell could receive as much as $9 million in severance payout as a result of Verizon Communications’s $4.8 cash acquisition, according to the company’s filings.

In the report, Gabe Friedman points out that Bell’s so-called golden parachute payday is subject to a number of caveats, including that Verizon closes its deal to purchase Yahoo and that he is terminated.

By analyzing SEC filings, Friedman estimated severance payouts for other Yahoo executives, including $54.8 million the company’s CEO Marisa Mayer, $19.8 million for its chief revenue officer Lisa Utzschneider, and $16.1 million for chief financial officer Ken Goldman.

“All of those payouts are dependent on a number of factors, including that the executives leave the company,” according to the report.

Read the article.

Cincinnati-based Fifth Third Bancorp has reportedly fired its general counsel, Heather Russell Koenig, over what the bank called “a personal matter,” reports the Cincinnati Business Courier. She was the bank’s chief legal officer and corporate secretary.

In a statement, the bank said: “A personal matter has been brought to our attention that Fifth Third believes represents a conflict of interest. To resolve this, we have determined that the best course of action was a separation. Heather is a very qualified lawyer, and this matter had nothing to do with any of the legal work done by Heather during her tenure at Fifth Third.”

She previously worked at Bank of New York Mellon, Bank of America and Skadden, Arps in its Washington and London offices, reports Erin Caproni.

Read the article.

The Ninth Annual Blickstein Group Law Department Operations Survey, in cooperation with Consilio, is being conducted online now, with a deadline of Tuesday, August 9.

The survey is the oldest research specifically covering law department operations. It is designed solely for the professionals who manage complex legal department operations for their companies, Blickstein Group says on its website.

The LDO survey was first created in 2008 to give law departments a consistent platform to benchmark themselves and shed light on the then-emerging profession of law department operations.

Sponsors of this year’s survey include QuisLex, Exterro and Onit.

Survey participants will receive copies of the proprietary.

Topics include:

• Compensation
• Metrics and Reporting
• Outside Counsel Management
• Technology and Cybersecurity
• Change Management

Participate in the survey.

Two former executives of Acclarent Inc, a medical device company bought by Johnson & Johnson in 2010, were convicted on Wednesday by a U.S. jury on charges of promoting a product for an unapproved use, Reuters is reporting.

Prosecutors said former Acclarent Chief Executive William Facteau and former Vice President of Sales Patrick Fabian were found guilty in federal court in Boston of 10 misdemeanor counts of violating the U.S. Food, Drug and Cosmetic Act. The counts each carry a maximum prison sentence of one year.

But the jury acquitted the two defendants of felony charges of wire fraud and conspiracy, finding they did not act with intent to defraud or mislead.

“In an indictment unsealed last April, federal prosecutors said that beginning in 2006 or earlier, Facteau, 47, and Fabian, 49, promoted Acclarent’s Relieva Stratus Microflow Spacer device to deliver steroid medications to patients’ sinuses, though it was only approved by the U.S. Food and Drug Administration for keeping sinuses open,” reports Brendan Pierson for Reuters.

Read the article.

The U.S. Department of Justice has filed lawsuits to block the proposed mergers of four of the nation’s five biggest health insurers, reports The New York Times.

The proposed mergers involve Aetna and Humana, and Anthem and Cigna.

U.S. Attorney General Loretta E. Lynch said the proposed mergers “would leave much of the multitrillion-dollar health insurance industry in the hands of three mammoth insurance companies.”

“If these mergers were to take place, the competition among insurers that has pushed them to provide lower premiums, higher-quality care and better benefits would be eliminated,” she said.

“The companies responded by vowing, in varying degrees, to fight the government’s challenge,” report Leslie Picker and Reed Abelson. “Aetna, which had hoped to gain an advantage by being the first to reach a deal, aggressively defended its proposed merger, which it contended was different from the larger Anthem-Cigna deal that followed.”

Read the article.

Bloomberg Law has drilled down through Securities and Exchange Commission documents to see how the compensation of 30 of the highest paid general counsel compares to the pay for other top-ranking executives in their corporations.

The analysis found that 10 of the GCs were the fourth highest paid at their company, meaning less well-compensated than at least three other executives. “Then, in order, eight of the GCs were the third highest paid exec at their company, seven were in the number five spot, two were the second highest paid and so on,” wrote Gabe Friedman.

Thomas Mason was the only GC from the list ranked as the highest paid executive at his company. Mason’s whose title changed in December 2015 from a vice president to executive vice president and general counsel of Energy Transfer Equity, a Dallas-based natural gas storage and transportation company, the report says.

Read the article.

A widening criminal probe casts new light on a bitter defeat hedge fund activist Bill Ackman suffered in his 2009 bid for board seats at U.S. retailer Target Corp, Reuters is reporting.

Target for years has paid proxy solicitor Georgeson LLC to track the votes of its top investors, writes Ross Kerber. Now five current and former Georgeson employees have been charged with fraud for using bribes to get advance voting information on proxy battles.

“The same tactics cited in the criminal complaint were used to help Target defeat Ackman in 2009, according to a former Georgeson employee turned whistleblower. Ackman, who runs hedge fund Pershing Square Capital Management, failed in the high-stakes battle to install his own slate of directors at Target and change its business direction,” according to the report.

The whistleblower told Reuters that he told regulators about alleged bribes that were being used to gain advance access on how investors were voting.

Read the article.

Bruce Sewell is Apple’s general counsel and senior VP of Legal and Global Security.

Bruce Sewell, senior vice president of legal and global security and general counsel at Apple Inc., leads Bloomberg Law’s list of the most highly compensated general counsel in American companies.

While his 2015 salary was $1 million, other benefits brought his total compensation to $25,017,626, according to the report.

The list names 30 of the best-paid GCs, with total compensation ranging from $4.8 million for Eli Lilly’s Michael Harrington, to Sewell’s $25 million.

The top five slots on the list include GCs from Apple, General Electric, Amgen, Hertz and PayPal.

Blake Edwards and Gabe Friedman, with special assistance from Brandon Kochkodin, compiled the list for Bloomberg.

Read the article.

The Federal Trade Commission has determined that Herbalife is not a pyramid scheme, but the nutritional supplement marketer will still be required to pay $200 million to consumers and “fully restructure” its “unfair” business in a comprehensive settlement, the federal regulator said Friday, according to a report by USA Today.

“The settlement caps a two-year investigation by the FTC, which probed Herbalife over accusations that the company’s main focuses less on retail sales of products than on on bringing in increasing numbers of new sales people who were deceived into believing they could reap substantial profits by selling diet, nutritional supplement and personal care products,” report Nathan Bomey and Kevin McCoy.

Under the settlement, Herbalife must “fundamentally restructure its business, so that participants are rewarded for what they sell, not how many people the recruit,” FTC Chairwoman Edith Ramirez said in a statement.

Read the article.

The National Association of Corporate Directors (NACD) recently released Director Essentials: Preparing the Board for Shareholder Activism and provides an executive summary of the report for free download.

As year-round shareholder activism becomes the new norm in the American boardroom, directors are called upon to prepare for and respond to any possible activist challenges, the NACD reports. The new publication is designed to equip directors with the knowledge and tools they need to address this challenge.

This report includes information on trends in activist campaigns, types of investors and their methods of influence, and the board’s role in preparing for and responding to an activist campaign.

The full publication is available exclusively to NACD members, but the executive summary is freely available.

Download the executive summary.

Littler Mendelson, the world’s largest employment and labor law practice representing management, has released the results of its 2016 Executive Employer Survey. The fifth annual survey, completed by 844 in-house counsel, human resources professionals and C-suite executives from some of America’s largest companies, examines the key legal, economic and social issues impacting employers as the 2016 presidential election approaches.

New Overtime Rules, Aggressive DOL Enforcement Plague Employers

The Department of Labor (DOL) has advanced several regulatory initiatives that have brought the agency’s enforcement of federal employment laws more to the forefront for employers. The vast majority of respondents to this year’s survey (82 percent) expect DOL enforcement to have an impact on their workplace over the next 12 months, with 31 percent anticipating a significant impact (up from 18 percent in the 2015 survey).

This concern is no doubt driven in large part by the recently finalized Fair Labor Standard Act “white collar” overtime regulations that drastically increase the number of Americans who can qualify for overtime pay. Although respondents completed the survey in the weeks prior to the release of the final rule, 65 percent had already conducted audits to identify affected employees.

“Employers are clearly feeling the impact of the DOL’s increasingly aggressive regulatory agenda, most notably the new overtime regulations,” said Littler attorneys Tammy McCutchen and Lee Schreter in a joint statement. “While it is encouraging that the majority of respondents started to prepare before the rule was finalized, more than a quarter (28 percent) said they had taken no action given delays in the rulemaking process. Given that the reclassification process can take up to six months and the rule is unlikely to be blocked from going into effect on December 1, 2016, employers should move quickly to ensure compliance.”

Further, in ranking the priority they expect a presidential candidate from each party to place on various issues, the majority of respondents (75 percent) said income inequality (e.g., overtime rules, state equal pay, minimum wage laws, etc.) would be a significant priority of the Democratic candidate. This is in comparison to only 4 percent who felt income inequality would be a significant priority of the Republican candidate.

Joint Employer, ACA among Top Regulatory and Legislative Issues Facing Workplace

Increased DOL enforcement is just one example of employers grappling with a continuously shifting regulatory and enforcement landscape, as federal agencies continue to be the governmental bodies inflicting the most pressure on employers.

With the National Labor Relations Board’s recent expansion of the definition of a “joint employer,” 70 percent of respondents expect a rise in claims over the next year based on actions of subcontractors, staffing agencies and franchisees. Approximately half of respondents predicted higher costs (53 percent) and increased caution in entering into arrangements that might constitute joint employment (49 percent).

“It is significant and telling that only 2 percent of respondents said the expanded definition of a joint employer will have no impact on their workplace,” said Michael Lotito, co-chair of Littler’s Workplace Policy Institute. “This finding shows the breadth of the NLRB’s decision, overturning a standard of joint employment that had been in place for decades, which required a relationship that was actual, direct and substantial.”

As was the case in the 2015 survey, 85 percent of employers said the Affordable Care Act (ACA) would have an impact on their workplace in the next 12 months. While two-thirds said they do not expect a repeal of the ACA if a Republican is elected president this fall, respondents saw a greater likelihood of changes to individual provisions. Fifty-three percent said a Republican administration could lead to a repeal of or changes to the Cadillac excise tax and 48 percent saw a likelihood for changes to the play-or-pay mandate.

Rising Public Attention to Social Issues Influences the Workplace

Employers have always had to keep an eye on demographic and social trends, but as information spreads more rapidly and as office culture shifts to accommodate a new generation, today’s companies are increasingly experiencing the incursion of social issues into the workplace.

In the largest year-over-year change in Littler’s survey results, 74 percent of respondents expect more discrimination claims over the next year related to the rights of LGBT workers (up from 31 percent in 2015) and 61 percent expect more claims based on equal pay (up from 34 percent in 2015). This change is driven by LGBT discrimination and equal pay ranking among the top enforcement priorities for the Equal Employment Opportunity Commission (EEOC), but it also mirrors key focus areas for the Obama administration, government efforts at the state and federal levels, and increased public awareness.

“The EEOC has sent a clear signal that it will continue to prioritize rooting out discrimination based on sexual orientation and equal pay, so employers’ instincts that claims in this area will likely rise are right on the mark,” said Barry Hartstein, co-chair of Littler’s EEO & Diversity practice. “As LGBT rights and the gender pay gap continue to be in the headlines and topics of discussion among the general public, employers can expect to face increased pressure to address these issues in the workplace.”

In addition, the changing nature of work and the rise of the so-called gig economy have given companies more hiring options than ever, including independent contractors, contingent workers and an online workforce. While this shift has created greater flexibility for workers and increased efficiency for employers, it has also given rise to more independent contractor misclassification lawsuits and regulatory investigations. Despite the legal challenges, more than half of respondents at large-cap organizations either said they were not reluctant to hire more freelancers or contractors (24 percent) or they were neutral on the matter (35 percent).

Employers Take Steps to Prevent Workplace Violence

In response to tragic mass shootings across the nation, companies are taking a range of actions to keep their employees safe, including updating or implementing a zero-tolerance workplace policy (52 percent), conducting pre-employment screenings (40 percent) and holding training programs (38 percent). Only 11 percent of respondents said they had not taken any action because violence is not a concern for their company.

“Putting policies in place to increase awareness of workplace violence and ensure that employees understand how to report threats in the workplace are steps that all employers would be advised to take,” said Terri Solomon, a Littler shareholder with extensive experience counseling employers on workplace violence prevention. “Unfortunately, even though workplace violence – and particularly active shooter instances – are statistically rare, no employer is truly immune, so taking preventative action can help save lives.”

View the 2016 Executive Employer Survey Report here: http://www.littler.com/files/2016_littler_executive_employer_survey.pdf

About Littler

Littler is the largest global employment and labor law practice, with more than 1,000 attorneys in over 70 offices worldwide. Littler represents management in all aspects of employment and labor law and serves as a single-source solution provider to the global employer community. Consistently recognized in the industry as a leading and innovative law practice, Littler has been litigating, mediating and negotiating some of the most influential employment law cases and labor contracts on record for over 70 years. Littler Global is the collective trade name for an international legal practice, the practicing entities of which are separate and distinct professional firms. For more information visit: www.littler.com.

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Google’s self-driving car project has created a general counsel position—and hired Kevin Vosen, the chief legal officer of The Climate Corporation to fill it—as it prepares to shift from moonshot to company, reports Kirsten Korosec for Fortune.

“Alphabet’s Google has teams of lawyers. And even the Google self-driving project, which is housed under X (the division where the company’s experimental projects reside), has lawyers. But until now, it’s never had one dedicated to the project full time and of this level of seniority,” she writes.

The article points out that the hiring comes at a critical time as Google aims to commercialize self-driving cars by 2020. With a CEO and a director already in place, a chief lawyer has been a missing piece.

Read the article.

One of the founders of futuristic transportation start-up Hyperloop One has filed a wrongful termination suit against his former co-founder, alleging nepotism and harassment, CNN is reporting.

The company is competing to build a Hyperloop transportation system to transport people and cargo up to 760 mph in a partially pressurized tube.

“On the outside, Hyperloop One appeared to be leading the competition with plans to have a working Hyperloop by 2020.” report Heather Kelly & Laurie Segall. “Inside, the startup was apparently being torn apart by mismanagement and growing tensions between leaders, according to the lawsuit filed in Los Angeles Superior Court on July 12.”

Plaintiffs allege the current leaders of the company gave  lucrative jobs and raises to relatives and, and in one case, a girlfriend, pocketed money themselves and harassed other employees.

Read the article.

Onex Corporation and Baring Private Equity Asia have announced their affiliated private equity funds have agreed to acquire the Intellectual Property & Science business (IP&S) from Thomson Reuters, for $3.55 billion. IP&S owns a collection of leading subscription-based businesses that provide a diverse customer base with access to scientific literature, patent, trademark, pharmaceutical and other curated content. The transaction is expected to close later this year subject to customary closing conditions and regulatory approvals.

Latham & Watkins LLP advised Onex and Baring Asia on the transaction with an M&A team led by Washington, D.C. partner Paul Sheridan and Chicago partner Shaun Hartley. Advice was also provided on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on tax matters by New York partner Lisa Watts; on intellectual property matters by New York partner Steven Betensky and Washington D.C. counsel Kieran Dickinson; on real estate matters by New York partner Dara Denberg; on senior secured bank financing matters by Washington, D.C. partner Jeffrey Chenard; on bond financing matters by Washington, D.C. partners Rachel Sheridan and Shagufa Hossain; on antitrust matters by Washington, D.C. partner Marc Williamson and Brussels partner Sven Völcker; and on other corporate matters by Boston partner William Schwab.

In a release, the company said IP&S provides comprehensive intellectual property and scientific information, decision support tools and services that enable academia, corporations, governments and the legal community to discover, protect and commercialize content, ideas and brands that are important to them. Its portfolio includes Web of Science, Thomson CompuMark, Thomson Innovation, MarkMonitor, Cortellis and Thomson IP Manager. Headquartered in Philadelphia, IP&S employs approximately 4,100 people across more than 75 offices in over 40 countries.

The release continues:

“IP&S is a diversified portfolio of high-quality, well-positioned businesses providing proprietary, curated content through products and services that are entrenched in their customers’ day-to-day activities,” said Kosty Gilis, a Managing Director with Onex. “We are delighted to have the opportunity to acquire the company and partner with management and Baring Asia to enhance IP&S’ operations and support its growth in the years to come.”

“We look forward to partnering with IP&S management and Onex to support the development of the company globally, particularly in Asia where we see a differentiated growth opportunity,” said Jean Eric Salata, Founder and Chief Executive of Baring Asia. “Already an established leader in China and across the region, we believe the outlook for the business is underpinned by an increasing shift towards more knowledge driven economies and a continued emphasis on research and development.”

“We are pleased to announce the agreement today to sell our Intellectual Property & Science business to Onex and Baring Asia,” said Jim Smith, President and Chief Executive Officer of Thomson Reuters. “With the completion of this divestiture, Thomson Reuters will be even more focused on operating at the intersection of global commerce and regulation.”

The transaction is expected to be funded with an equity investment of approximately $1.6 billion for 100% ownership of IP&S. Onex’ portion of the equity investment (approximately $1.2 billion) will be made by Onex Partners IV and certain limited partners as co-investors, including Onex.

Latham & Watkins LLP is serving as legal advisor to Onex and Baring Asia on the transaction.

About Onex 
Onex is one of the oldest and most successful private equity firms. Through its Onex Partners and ONCAP private equity funds, Onex acquires and builds high-quality businesses in partnership with talented management teams. At Onex Credit, Onex manages and invests in leveraged loans, collateralized loan obligations and other credit securities. The Company has approximately $23 billion of assets under management, including $6 billion of Onex proprietary capital, in private equity and credit securities. With offices in Toronto, New York, New Jersey and London, Onex invests its capital through its two investing platforms and is the largest limited partner in each of its private equity funds.

Onex’ businesses have assets of $36 billion, generate annual revenues of $23 billion and employ approximately 145,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX. For more information on Onex, visit its website at www.onex.com. The Company’s security filings can also be accessed at www.sedar.com.

About Baring Private Equity Asia
Baring Private Equity Asia is one of the largest and most established independent alternative asset management firms in Asia, with a total committed capital of over $10 billion. The firm runs a pan-Asian investment program, sponsoring management buyouts and providing growth capital to companies for expansion or acquisitions, as well as a pan-Asian real estate private equity investment program. The firm has been investing in Asia since its formation in 1997 and has over 125 employees located across seven Asian offices in Hong Kong, Shanghai, Beijing, Mumbai, Singapore, Jakarta, and Tokyo. Baring Asia currently has over 35 portfolio companies active across Asia with a total of 150,000 employees and sales of approximately $31 billion in 2015. For more information, please visit www.bpeasia.com.