The National Association of Corporate Directors has published the 2019 NACD Blue Ribbon Commission Report―Fit for the Future: An Urgent Imperative for Board Leadership—an invaluable resource for board rooms across America.

The report can be downloaded from the NACD website at no charge.

NACD members receive the added advantage of a comprehensive toolkit that helps boards transform information into meaningful action. The toolkit includes case studies, sample documents, questions to inform boardroom discussions, and other resources. NACD members benefit from this additional level of support that ensures that knowledge yields results.

Download the report.

The former general counsel of Mithril Capital Management, Crystal McKellar, has staged a multi-pronged campaign to disparage the company, according to a new legal petition filed in Texas, where Mithril has its headquarters.

McKellar was the company’s only general counsel, reports TechCrunch.

Fox Business reports that the lawsuit claims: “After leaving the business, she immediately ‘began a concerted whisper campaign to undermine Mithril, in which she would make false, anonymous complaints to Mithril’s limited partners.'”

McKellar is a Harvard-trained lawyer and former child TV star. Mithril is owned by Peter Thiel, the Silicon Valley billionaire who toppled Gawker Media.

Read the TechCrunch article.

PactSafe has published a new guide that outlines different ways a legal department can foster effective cross-departmental relationships. It offers ideas that can be implemented this week, and tips that can plant the seed for more strategic, long-term change.

“Whether your goals are focused on increasing sales velocity, more efficient employee on-boarding, or mitigating risk of a new product, the legal department is often seen as an operational bottleneck and inhibitor of innovation,” PactSafe says on its website. “With 2020 on the horizon, legal needs to refresh its reputation—and understand its unique position to enable innovation—and it starts with better interdepartmental relationships.”

The guide covers:

• How legal and sales can maintain a united front when closing a deal
• Why legal and finance need to collaborate better on budget
• Ways legal and HR can limit risk of employee charges
• How legal and dev can find common ground in risk management and UX design

Download the free guide.

Three recent court decisions raise a few issues to keep in mind for employers to keep in mind when drafting arbitration agreements for employees, according to a post on Bradley Arant Boult Cummings’ Labor & Employment Insights blog.

The authors, Bridget Warren and Anne R. Yuengert, discuss the common characteristics that an agreement should include.

They also advise drafters to include class and collective action waivers and how to update existing agreements to include such a waiver while a lawsuit is pending.

Finally, they advise paying attention to state laws that affect what can be included in the arbitration agreement.

Read the article.

The annual meeting of the Association of Corporate Counsel in Phoenix in October will feature more than 140 sessions that will allow participants to earn up to a year’s worth of CLE/CPD credit in less than three days.

The event will be Oct. 27-30.

Topics at those sessions will include such subjects as contract drafting, data security, corporate sustainability, records management, and business education for in-house counsel.

Register or get more information.

The National Association of Corporate Directors, in partnership with Marsh & McClennan Companies, has published a report outlining a practical approach to advancing board oversight of digital transformation and emerging technologies.

The report is available by downloading from the NACD website at no charge.

“This report includes fresh, primary research and one-on-one interviews with leading directors and experts and identifies five foundational principles that will help directors navigate the complexities of artificial intelligence, blockchain, the Internet of Things, robotics process automation and more,” the organization says on its website. “Each principle includes specific recommendations to help directors avoid potential pitfalls, spot red flags, and formulate and adopt a more cohesive oversight approach.”

Download the report.

ContractWorks has published a guide to recognizing, establishing, and monitoring the most important key performance indicators for corporate agreements.

“Using KPIs to Measure Contract Management Performance” is available for downloading from ContractWorks’ website at no charge.

This publication can provide guidance on creating effective KPIs for key contracting areas, discussing steps for successfully presenting objectives and KPIs, using KPIs to actively monitor SMART objectives, and discussing tips for getting started and ensuring success.

Download the guide.

The law firm of Thompson & Knight LLP advised Stabilis Energy, LLC in connection with a share exchange transaction with American Electric Technologies, Inc. pursuant to which Stabilis Energy, LLC and its subsidiaries became wholly-owned subsidiaries of AETI and the former owners of Stabilis and its subsidiaries acquired control of AETI.

Immediately following the closing of the transaction, AETI changed its name to Stabilis Energy, Inc. Stabilis Energy, Inc. is a vertically integrated provider of small-scale liquefied natural gas production, distribution, and fueling services headquartered in Houston.

Going forward, the combined company will operate under the name Stabilis Energy, Inc. and its common stock began trading on the Nasdaq Capital Market under the ticker symbol “SLNG” on July 29, 2019.

The Thompson & Knight team assisting Stabilis was led by partners C. Walker Brierre Jr. and Stephen W. Grant Jr., and of counsel Jerry L. Metcalf with assistance from partners Roger D. Aksamit, Anthony J. Campiti, John R. Cohn, Jason Patrick Loden, James C. Morriss III, Micah R. Prude, and Timothy T. Samson; of counsel Alan P. Baden; and associates Heath C. DeJean, Kelsie Haaland, Dasha K. Hodge, Murtuza Hussain, Emily W. Miller, David J. Rusk, and D. Alexander Witschey.

On Tuesday, Sept. 10, 2019, NAVEX Global will host a complimentary Master Class consisting of webinars discussing the topic of diversity and inclusion.

Most compliance professionals know it’s important to highlight “diversity and inclusion” when discussing corporate priorities with your board, executives and employees, NAVEX says on its website. But how do you really move the needle from making talking points to cultivating a truly diverse and inclusive workplace where employees feel a sense of belonging and value?

Attend this class to hear:

• Foundations for an Effective Diversity & Inclusion Program
• Going Beyond Ideology to Achieve Impact with Diversity & Inclusion
• Live Q&A with Instructors

Register for the webinars.

Image by Elliott Brown

Two years ago, Tony West, then the general counsel for Pepsi, took a look at a newspaper exposé about Uber and told a colleague: “Man, I’m glad I’m not the GC of that company, they’ve got some real problems.”

Business Insider tells how West came to become the top lawyer at the once-troubled company.

A few months after West saw the exposé, Dara Khosrowshahi, who had recently taken over the helm of Uber following the ousting of founder Travis Kalanick, pitched West, a former federal prosecutor, on the idea of joining Uber.

“I left that meeting in a very different mind space, in terms of both thinking about what an incredible opportunity this was, and clearly the challenges the company was facing at that time, which really fit my resume,” he said.

Read the Business Insider article.

A Madoff whistleblower accused General Electric of using accounting tricks to mask the extent of its financial problems and called it “a bigger fraud than Enron,” reports The Washington Post.

“Harry Markopolos, who alerted regulators about Bernie Madoff, published a report Thursday that said GE’s accounting irregularities added up to $38 billion,” writes the Post‘s Jonelle Marte. “The investigator, who is collaborating with a hedge fund that wasn’t named, says GE understated its costs and liabilities and misled investors in its financial statements.”

GE chief executive Lawrence Culp responded that the allegation is “market manipulation — pure and simple.” He also said Markopolos never talked to company officials about his allegations.

Read the Post article.

A brief published by the National Association of Corporate Directors takes a serious look at the critical interaction between the general counsel and the board during a crisis.

The information contained in the brief was captured from an in-depth discussion of Fortune 500 board leaders.

The publication, titled “Communicating in Times of Crisis: Insights From Fortune 500 Committee Chairs,” can be downloaded from the NACD website at no charge.

It addresses the question: How can the general counsel manage the timing of communications with stakeholders and balance the need for transparency with the organization’s risk appetite—amid an ongoing investigation?

Download the brief.

The Society of Corporate Compliance and Ethics’ 18th Annual Compliance & Ethics Institute will feature leading industry experts who will cover real world compliance issues, emerging trends, and practical applications.

The event will be in National Harbor, MD, Sept. 15-18, 2019.

Participants will learn about current hot topics such as global antitrust compliance, Office of Foreign Assets Control (OFAC) sanctions, artificial intelligence, and preventing harassment and discrimination.

The SCCE says CEI is ideal for any professional who deals with compliance and ethics issues as part of their job duties, including compliance and ethics professionals, in-house and outside counsel, audit managers/officers, consultants, corporate executives and leaders, human resource managers, information officers, privacy officers, regulators and other government personnel, researchers and policy makers, risk managers, staff educators and trainers.

Get more information or register.

Center for Board Excellence and Corporate Board Member have published “Guide to Board Assessments,” a practical and digestible guide to getting the most out of the board assessment process.

The guide can be downloaded at no charge.

“An annual board assessment is a mainspring process for maximizing board effectiveness,” CBE says. “Corporate governance is not one-size-fits-all, and a board’s assessment process should be appropriately tailored to meet each board’s objectives. Performing an annual board assessment is fundamental to strong governance.”

Some of the benefits of conducting an effective board assessment are:

• Promote stronger board and management alignment
• Enhance focus on key strategic areas
• Clarify board composition needs
• Identify board culture strengths and improvements

Download the guide.

Consilio is conducting its 2019 Law Department Benchmarking Survey covering such topics as legal spending, department organization, staff workload, outside counsel and vendor management, leadership priorities, client service delivery and technology.

The company says the project’s aim is to measure and benchmark to identify best practices. Participants’ answers will help other corporate law departments understand current trends and practices.

Answers to survey questions are confidential. And participants will receive at no cost, access to the aggregated results. Deadline for participation is July 31, 2019.

Consilio is offering any company that participates in the survey a chance to win a complimentary assessment of their external legal spend.

Participate in the survey.

Fox Corp. has expanded the role of Fox Sports general counsel Claudia Teran, giving her the new title of executive vice president and corporate general counsel.

Deadline reports that Teran will continue to serve as Fox Sports general counsel. “In her sports role, Teran has played a key part in rights negotiations over the years, including major deals for NFL Thursday Night Football, Major League Baseball and the FIFA World Cup for both men and women,” according to Deadline‘s Dade Hayes.

Teran was a corporate transactional attorney before joining Fox.

Read the Deadline article.

ContractWorks has published a guide to artificial intelligence and its impact on legal departments today and made it available for downloading from the company’s website.

The guide is titled “How AI Contract Management Improves the Value of the Legal Department.”

The publication covers:

• How AI is impacting legal departments today
• Where AI helps, and where it doesn’t
• Why you should identify their core challenges before implementing AI
• How to manage departmental adoption of new AI technology
• What the future of contracting looks like with AI

Download the guide.

The Associated Press is reporting that a former Equifax executive who sold stock a week and a half before the company announced a massive data breach was sentenced Thursday to serve four months in federal prison for insider trading.

Jun Ying is the former chief information officer of Equifax’s U.S. Information Solutions. His prison time is to be followed by a year of supervised release, and he was also ordered to pay about $117,000 in restitution and a $55,000 fine, the U.S. attorney’s office in Atlanta said in a news release.

“The SEC has said that at the time of the breach, Ying was often entrusted with nonpublic company information,” according to the AP. “He was a leading candidate to become the global chief information officer of Equifax, a job he was offered on Sept. 15, 2017, the same day the company announced then-CIO Dave Webb would retire.”

Read the AP report.

The relationship between Microsoft Corp. and Integreon Inc. has grown dramatically since the software giant took a chance on the nascent alternative legal service industry a decade ago, but there’s disagreement about whether such a model will take off widely enough to truly disrupt law firms, reports Bloomberg Law.

“What started in 2009 as a seven-member group of Integreon lawyers and paralegals in North Dakota handling small, English-language procurement contracts for Microsoft has expanded to a team of more than 80 based in offices across the continents who review 20,000 contracts a year in 15 languages,” writes Bloomberg’s Roy Strom.

It’s still an open question whether enough corporate clients will push the envelope far enough to dramatically alter law firms’ business outlook, adds Strom.

Read the Bloomberg Law article.

Seeking bankruptcy and scrambling to complete a $1.3 billion state-mandated wildfire prevention plan, Pacific Gas & Electric will now have to prove that its newly hired directors are fit to transform the mega-utility blamed for starting the 2018 Camp Fire in Northern California, reports Courthouse News Service.

While the new members have “impressive resumes,” said Commission president Michael Picker, it’s not clear they have the safety experience or time to manage the overhaul of a publicly traded utility facing an estimated $30 billion in wildfire liabilities.

Courthouse News Service reporter Nick Cahill writes that many state lawmakers and Gov. Gavin Newsom have been skeptical of the additions, citing the new members’ ties to Wall Street.

Read the Courthouse News article.