The amount of time board directors spend on their work and commit to strategy is rising, but in a new McKinsey Global Survey, few respondents rate their boards as effective at most tasks or report good feedback or training practices, according to an article on McKinsey’s website.

“Directors say they dedicate more time now to their board duties than ever before and that, since 2011, they’ve cut in half the gap between the actual and ideal amount of time they spend on board work,” the report says. “In the newest McKinsey Global Survey on corporate boards, the results confirm that strategy is, on average, the main focus of many boards. Yet directors still want more time for strategy—more than any other area of their board work—when they consider its relative value to their companies.”

Read the article.

Cablevision’s top 10 executives may find themselves without a job after the company’s new owner, Netherlands-based Altice NV, completes the purchase of the Long Island-based company, possibly later this month, reports The New York Post.

The 10 Cablevision executives include General Counsel David Ellen and CEO James Dolan.

“Altice founder Patrick Drahi told Cablevision staff when the deal was first announced last year that he would seek to cut executives earning more than $300,000,” The Post reports.

Read the article.

Photo by Mike Mozart of JeepersMedia

Regulators fighting the merger plan of Office Depot and Staples face a decision from a judge that may hinge on the veracity of the government’s relevant product market, reports Policy and Regulatory Report, a Mergermarket Group company. The issue of whether the Federal Trade Commission (FTC) gerrymandered its market has repeatedly surfaced during the government’s pursuit of a preliminary injunction against the proposed merger.

PaRR Global (Policy and Regulatory Report) spoke to various independent sources to assess holes in the arguments of both the FTC and the merging companies.

In its case, the FTC defined the relevant product market as “consumable office supplies,” such as pens and paper, which constitute a so-called cluster market, according to the PaRR analysis.

A cluster market is used in antitrust theory to group separate individual relevant product markets, such as the individual market for paper and the individual market for pens, into a wider market for analytical convenience.

Clustering is appropriate “only when the individual products face similar competitive conditions,” according to the government’s proposed findings of fact.

Read the article.

Exari, a provider of cloud-based contract lifecycle management solutions, has announced the release of its Contract Risk Playbook: Risks Hiding in Plain View, an advanced guide for Corporate Boards and Senior Executives.

Contract risk is a board level issue that has been difficult to quantify, Exari says on its website. Understanding contract risk requires a comprehensive business plan to capture, organize, analyze and improve the contract management process across the entire enterprise. By understanding the rights and obligations contained in contract assets, board directors and executives can better determine the underlying risk profile of their firm. As a result, they can take definitive action to reduce risk and improve long-term sustainability.

The Contract Risk Playbook breaks down the risks for Boards and Executives who lack control over monitoring their contracts. The playbook gives step by step guidance on how to assess contractual risk from an enterprise level, take action and move forward proactively.

Exari says firms often lack the right tools and processes for managing contractual relationships, which can result in major risks, such as regulatory compliance and expensive outside legal costs. Risk exposures need to be managed proactively at an enterprise level in order to reduce risk and improve operational excellence before a crisis emerges. Most companies store contracts electronically but are unable to understand the relationship between contract terms across all their contracts.

Download the playbook.

The National Association of Corporate Directors (NACD) has published for download “How to Ensure Organizational Resiliency,” a featured article in the latest issue of NACD Directorship magazine.

The article explores what directors think boards can do to ensure a company’s survival — despite high rates of business failure.

NACD Directorship magazine, a leading source of boardroom intelligence and corporate governance information for board directors, is an exclusive benefit of NACD membership, but General Counsel News readers are invited to download a complimentary copy.

Download the article.

In a new on-demand video, TK Kerstetter, host of “Inside America’s Boardrooms,” reviews three areas where many boards can improve their performance and effectiveness. Topics include board composition & leadership, board evaluations, and shareholder engagement.

Kerstetter also discusses PwC’s recent Annual Corporate Directors Survey, which reported that 39 percent of directors feel that at least one fellow board member should be replaced.

Ty Francis, EVP & Group Publisher of the Ethisphere Institute, joins in the discussion.

Watch the video.

Photo by Brian Solis

Facebook announced that it plans to issue a third class of shares, Class C, that will not include voting power for its shareholders.

The purpose is to allow co-founder, chairman and CEO Mark Zuckerberg and his wife, Priscilla Chan, to pursue their dream of giving 99 percent of their shares to charity, without losing any of his voting control, according to a report in The Los Angeles Times.

“Shareholders will have to vote on the arrangement, but because non-Zuckerberg voting power already is a joke, we can assume it will pass,” The Times says.

Read the article.

One in three U.S. board members and executives are “very concerned” that the climate of uncertainty and volatility may pose a significant threat to their corporate strategy, and more than three in four worry that management tends to use outdated assumptions in setting strategy, according to a survey by the Board Leadership Center of KPMG LLP, the audit, tax and advisory firm.

KPMG’s latest Roundtable Series gathered over 1,200 corporate directors and senior executives across 17 cities to share their views on the board’s role in calibrating strategy. Thirty-two percent of those surveyed said they are “very concerned” that management tends to use “more of the same” assumptions regarding key factors and uncertainties in setting strategy, and another 46 percent said they are “somewhat concerned.”

Survey respondents ranked economic uncertainty (61 percent), technology and innovation (58 percent), and government regulation (57 percent) as having the most significant impact on the company’s strategy or the assumptions underlying it.

Read the article.

Live Conference:
Tuesday, May 3, 2:30 p.m.,
New York, NY

Bloomberg BNA will present a live conference titled Big Law Business Diversity & Inclusion Conference: A Call to Action, the third in the series of Diversity & Inclusion events, where Big Law Business will begin to take the next steps toward driving results and holding our profession accountable for progress.

The event will be on Tuesday, May 3, 2016 in New York, NY, beginning at 2:30 p.m. EDT and ending with an hour-long reception at 5:30 p.m. It will be at  the Harold Pratt House at 58 East 68th Street. General Counsel News readers may attend at no charge. (Registration form)

General counsel and their legal teams play a unique and important role in the conversation regarding Diversity & Inclusion in the legal profession – as the buyside of legal services, they are well-positioned to drive and influence the quality of legal services they receive. They are also currently moving more legal work in-house and the department’s ability to ensure diversity of ideas and thought leadership within their own teams is critical.

During this exclusive event, Big Law Business will convene chief legal counsel and their corporate senior diversity officers as well as law firm managing partners to focus on actionable results, accountability, and drive movement forward toward diversity in the legal profession.

The event is an opportunity to explore the success Big Law practices are having meeting their own workforce diversification goals, plus:

• Interviews and presentations on best practice
• Methods law schools, law firms, and the judiciary can utilize to collaborate to feed the in-house pipeline
• Ideas to take back to legal departments for immediate and long-term action

The conference agenda is available online.

Register for the conference.

“How to Ensure Organizational Resiliency,” a featured article in the latest issue of NACD Directorship magazine, explores what directors think boards can do to ensure a company’s survival — despite high rates of business failure.

NACD Directorship magazine is an exclusive benefit of membership in the National Association of Corporate Directors, but NACD has made this article available without a subscription.

The article discusses roundtables co-hosted by NACD and Dentons to explore directors’ perspectives on what contributes to the resiliency of an organization.

Prior to the dinners in Scottsdale, Chicago, and New York, each group of the invited directors was asked to consider the following questions:

• What is the board’s role in assessing threats, determining responses, and in educating or monitoring employees?
• How are risks presented to the board by management?
• How are risk assumptions challenged?
• How does the board approach the identification of new risks?
• What are the common threads running through business failures such as Arthur Andersen, Barings Bank, Enron, Lehman Bros., and others, and what can be learned from them?
• How do you assess insider threats?

Read the article.

Now more than ever, corporate directors are finding themselves named in lawsuits, says Katherine Henderson, veteran insurance board advisor and partner with Wilson Sonsini, in a video posted by Boardroom Resources LLC.

“Today, any major decision from the company or board level seems to result in some form of legal action,” Boardroom Resources says on its website. “All this increased litigation begs the question – what’s the level of personal liability for directors on public boards and how can their liability be mitigated?”

In the video, Henderson discusses the current state of board liability, along with what you need to know about your D&O policy. She also outlines what steps to take to mitigate your risk of being sued.

Watch the on-demand video.

The argument for corporate longevity is quite simple: achieving something strategic, significant, and sustainable almost always takes time, writes Wendell P. Weeks, chief executive officer of Corning, in an article posted by McKinsey & Company. Longevity is particularly important for innovation because time and sustained investment are needed to solve really tough problems. To help explain why, he considers an example from the history of his company.

He tells the story of Corning’s early experiments with optical technology in an effort to solve the problem of strained copper lines for phone carriers.

“Today, more than two billion kilometers of optical fiber have been installed worldwide, and a single fiber can transmit the entire collection of the US Library of Congress from Florida to London in less than 25 seconds. This life-changing invention would not have been possible without a long-term focus and sustained investment—a pattern that has repeated itself throughout Corning’s history,” he writes.

Read the article.

Veteran real estate lawyer William “Bill” Ellis has joined Akerman LLP‘s Los Angeles office as a partner in the Real Estate Practice Group.

Ellis is former general counsel of global real estate conglomerate Reading International Inc. Prior to Reading, Ellis was a real estate partner at Sidley Austin, and he began his career at Morgan, Lewis and Bockius in Los Angeles.

“Bill is an industry veteran, who is known for his experience in complex real estate transactions for institutional investors and lenders,” said Richard Bezold, Real Estate Practice Group Chair. “He brings tremendous market knowledge in the hospitality and retail sectors, and adds important depth to our fast-growing practice in Los Angeles and across the region.”

In a release, the firm said Ellis has more than 30years of transactional real estate experience handling workouts and restructurings, leasing, acquisitions, dispositions, financings, joint ventures and developments across the United States. He works with private equity funds, global financial institutions, investment banks, real estate investment trusts, investment funds and private developers based both in New York and on the West Coast. He also has significant experience in corporate and securities transactions, including corporate mergers and acquisitions and initial public offerings.

Ellis previously served as general counsel and NASDAQ-listed Reading International Inc., the successor to Reading Railroad and now developer, owner and operator of retail and commercial real estate in Australia, New Zealand and the United States, including entertainment-themed retail centers, multiplex cinemas and live theater assets in Chicago and New York.

The National Association of Corporate Directors (NACD) has recently released its annual report on director compensation – a valuable guide NACD members use to benchmark their board’s compensation practices.

Determining what constitutes fair director pay is no easy task, the association says in a release. It’s important to periodically review your board’s compensation practices and to understand how they compare to those of your industry peers.

Compiled in partnership with Pearl Meyer, the report provides a comprehensive overview of non-employee-director pay practices across a wide range of industries and company sizes. The report also includes six leading practices for director compensation from the Report of the NACD Blue Ribbon Commission on Director Compensation.

Download the report’s summary.

While the feds have certainly put hurdles in place to prevent abuse, outsourcing IT in a highly regulated industry like banking may very well lead to higher standards and quality outcomes, writes Bruce Harpham for CIO.

“Banking has changed since the global financial crisis in 2008. The steady increase in regulations from Washington, the states and international organizations are now impacting IT leaders,” he writes in the article. “As regulators examine vendor relationships and outsourcing arrangements more closely, there is a significant risk that poorly managed IT could trigger an audit finding, a fine or negative publicity.”

The article discusses some risks to manage as IT leaders plan to review and renew IT service providers in 2016.

Read the article.

Akerman LLP, a top 100 U.S. law firm, announced the expansion of its Corporate Practice Group with New York partners Lorenzo Borgogni and Jack Habert. Joining from Proskauer Rose and Willkie Farr & Gallagher, respectively, they enhance Akerman’s core strengths in complex M&A and capital markets transactions.

“Growing client needs in New York and other key markets are driving the expansion of our practice across the United States,” said Mary Carroll, Corporate Practice Group Chair. “Lorenzo and Jack are highly accomplished lawyers who have been involved in a variety of high profile domestic and international transactions. Their combined backgrounds and cross border experience support the work of our clients across diverse markets.”

In addition to Borgogni and Habert, Akerman’s Corporate Practice Group recently welcomed partner Mason “Max” Drake, co-resident in Chicago and New York, and partner Paul Quinn, co-resident in Chicago and Fort Lauderdale. Drake joined from Greenberg Traurig LLP, Quinn from Paul Hastings LLP.

Lorenzo Borgogni
Borgogni represents public and private companies in domestic and cross-border mergers and acquisitions, with a focus on Italian buyers. He has structured, negotiated and completed more than $40 billion worth of M&A transactions for deal principals, including funds and strategic buyers and financial advisors. His experience includes cash and stock-for-stock mergers, tender offers, stock and asset purchases, leveraged/management buyouts, spin-offs, going-private transactions, and joint ventures and divestitures across multiple sectors, including financial services and healthcare.

He also advises clients in connection with takeover defense initiatives and corporate governance matters, including proxy fights, consent solicitations and activist matters. In addition, Borgogni represents domestic and foreign issuers in connection with offerings of debt and equity securities.

Jack Habert
Habert concentrates his practice on negotiating and documenting structured finance and complex derivatives transactions and the regulatory analysis of securities, commodities and insolvency issues relating to such transactions. He advises major financial institutions, investment advisers, mutual funds, hedge funds and other corporate entities as either providers or end users of such financing and derivatives transactions.

From September 2010 through January 2012, Habert served as an attorney fellow at the SEC’s Division of Trading and Markets. In this role, he advised and assisted the agency with drafting rules that implemented various provisions of Dodd-Frank, including joint rules with the Commodity Futures Trading Commission on the definitions of swap and security-based swaps, swap and security-based swap dealers, and major swap and security-based swap participants, as well as SEC rules about business conduct standards, new trading platforms, clearing and reporting security-based swaps and conflicts of interest in asset-backed securities.

Corporate compliance could be in for some changes in 2016, based upon the events of 2015, forecasting increased self-policing, personal accountability for leaders, and physician arrangements as the top risk areas. The government is seeking major, if not radical, changes in compliance oversight, writes Don Quigley, retired Chief Legal Officer for an East Coast health system, on the blog of The Source.

“When health care providers commit or tolerate fraud and abuse in their delivery of services or billing for such services, the unfair and avoidable costs to the government, payors, and patients are enormous,” he says.

“All health systems and hospitals need compliance programs. The ACA-mandated CMS review of compliance currently under way will likely make them mandatory and the risks today do not justify delay. The more pertinent question is how organizations with existing programs need to review and revise them to be ‘effective,'” Quigley writes. “Governing boards have a variety of committee structures that have been effective; one model for compliance risk is not necessary.”

Read the article.

The National Association of Corporate Directors (NACD) recently released Director Essentials: Strengthening Compliance and Ethics Oversight, providing an overview of the role of the board in compliance oversight and outlining key questions directors can ask management to assess whether compliance and ethics programs have a real impact on business conduct.

This guide will be especially helpful for onboarding new directors and as a resource for board members who wish to refresh their knowledge about core governance topics.

In light of renewed regulatory focus, directors should consider strengthening their oversight of corporate compliance and ethics programs. New U.S. Department of Justice emphasis on the effectiveness of compliance and ethics programs in preventing, detecting, and mitigating the risk of individual wrongdoing is raising the bar for companies’ compliance efforts.

The full publication is available exclusively to NACD members, but a complimentary executive summary is available for anyone to download.

Download the summary.

Bloomberg BNA will present a complimentary 60-minute webinar in which experienced panelists will discuss how corporations can comply with laws in some of the most complex jurisdictions.

Speakers from TMF Group, ThermoFisher and White&Case will go into detail on the differentiators that make these jurisdictions more complex than others, the compliance framework that businesses must comply with, and examples of issues faced when operating abroad, Bloomberg said in a release. (Register here.)

The webinar will be Thursday, March 3, beginning at 1 p.m. EST.

When your business is expanding internationally, you will find that some of the most favorable countries can also have the most complex regulations, Bloomberg BNA says. When you are providing advice to your organization on how to comply with these regulations, the rules are complex and adherence is difficult

Panelists will discuss how to comply with these laws in the top 10 most complex jurisdictions, including Argentina, the United Arab Emirates, and South Korea, and ensure that your company is operating legally and effectively.  They will discuss the compliance framework that business must comply with, the differentiators that make these jurisdictions more complex than others, and real-life examples of issues faced when operating in these jurisdictions.

Educational Objectives:
• Understand the corporate secretarial compliance issues involved when operating and expanding globally
• Learn about the regulatory framework of the most complex jurisdictions
• Recognize the particular difficulties that arise when attempting to comply with regulations in the most complex jurisdictions
• Gain practical tips on compliance when conducting business in these jurisdictions

Who would benefit most from attending this program?
General and in-house counsel for companies operating internationally as well as domestic companies considering expanding internationally; executives of international and domestic companies will also benefit from this webinar.

Register for the webinar.

Volkswagen has been given until March 24 to present an acceptable fix for bringing nearly 600,000 diesel cars into compliance with clean air laws, reports DW Akademie.

U.S. District Judge Charles Breyer told the car maker at a court hearing in San Francisco on Thursday that he has a “sense of urgency” about seeing a resolution.

The company has already admitted to using software that covers up the fact that some of their cars emit up to 40 times legally allowable emissions in vehicles sold since 2009.

Read the article.