ContractWorks has published a guide titled “The Contracts Checklist for M&A Due Diligence” and made it available for downloading from the company’s website at no charge.

“Reviewing the contracts and commitments of a target company is one of the most time-consuming and crucial components of a due diligence inquiry,” ContractWorks says on its website. “This guide serves as a non-exhaustive checklist of important contract types to consider during the M&A due diligence process.”

The guide covers:

• Contract due diligence pre- and post-transaction
• Categories of contracts that are important to review and understand
• Tips for getting started and ensuring success

Download the checklist.

According to Equilar’s latest General Counsel Pay Trends study, which crunches pay data from publicly traded companies in the U.S., male general counsel make on average 18.6 percent more than women in the same roles, reports Above the Law.

That gap is the largest recorded since Equilar began studying the metric in 2014.

The report shows that “in the 2017 to 2018 period, median GC compensation for men increased — from $2.52 million to $2.63 million — while median pay for women GCs fell — from $2.44 million to $2.21 million,” writes Above the Law’s Kathryn Rubino.

The publication analyzes the compensation of general counsel disclosed in SEC filings for the past five fiscal years. The companies are the 500 largest, by reported revenue, U.S.-headquartered companies that trade on one of the three major U.S. stock exchanges.

Read the Above the Law article.

Onit and SimpleLegal have jointly published a white paper on the benefits of disruption in the legal department.

“Driving Disruption in the Law Department” is available on Onit’s website for downloading at no charge.

“The growth of legal operations has been undeniable,” Onit says on its website. “We’re starting to see communities of strategic, business-minded individuals come together to drive disruption and influence operational change within the legal department.”

The joint white paper covers:

• Why legal department disruption is a “good” thing
• How process, technology, and data play a role in disruption
• The rise of industry organizations including CLOC (Corporate Legal Operations Consortium) and ACC (Association of Corporate Counsel)
• 7 predictions for the future of legal operations by Onit CEO and founder Eric M. Elfman and SimpleLegal CEO and co-founder Nathan Wenzel
• How the legal community and technology vendors can work together to drive change and innovation

Download the white paper.

Steven Fabrizio, a high-level executive at the Motion Picture Association of America, has been fired by the organization following his arrest on charges he sexually abused and blackmailed a woman he contacted through an online dating service for “sugar daddies,” reports the Los Angeles Times.

The MPAA’s senior executive vice president and global general counsel for the MPAA was arrested Aug. 23 after the woman told Washington, D.C., police he coerced her into sex by threatening her, according to a report filed by the officers, writes the Times‘ Ryan Faughnder.

The MPAA is the lobbying arm of film studios Walt Disney Co., Paramount Pictures, Universal Pictures, Warner Bros., Sony Pictures and Netflix.

Read the LA Times article.

The Houston Chronicle reports the U.S. Securities and Exchange Commission is investigating Houston-based SAExploration Holdings for allegedly providing “material misstatements” and misleading financial information to its investors and to the federal agency over the past four years, according to documents filed by the company with the SEC.

In the new SEC documents, the Houston-based international oilfield services company reported that it has fired its general counsel, who also served as its chief financial officer, and has removed its chairman and chief executive officer.

The ex-GC is Brent Whiteley, who had been an executive at SAExploration since March 2011 and also held the title of chief financial officer. Long-time chairman and CEO Jeff Hastings has resigned from the board and has been placed on administrative leave.

Read the Houston Chronicle article.

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.

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 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.

By Matthew Prinn
RFP Advisory Group

In April, BTI Consulting published a post titled 22% of Clients Bring on New GCs: New Game, New Rules, New Rates.

The post notes the following two implications for law firms about general counsel actions when they join a new company.

• This is only the beginning of a trend. The growth rate in retiring baby boomers will increase before it drops—expect a steady stream of new GCs. Plan ahead and develop a standard set of protocols to welcome all new GCs—and build yourself some serious relationships with this untapped source of new business.

• Almost every new GC puts out an RFP for legal services somewhere between 18 and 24 months into their tenure. Take control and offer to help write the RFP. Avoid the RFP by introducing yourself and befriending the new GC early on. Help with onboarding and start the conversation about complexity. *Source BTI Consulting

What I wanted to focus on in this blog post was the sentences that reference industry feedback that almost every new GC issues an RFP. I’ve noted below 4 reasons why it’s a smart move for new GC’s to do this.

To Better Understand the Company’s Historical Legal Spend Management Process and Strategy

One of the things an RFP allows you to do is audit your historical legal spend strategy. While some companies have a system in place that may have captured this information, most new general counsel will not have that luxury. This is a good opportunity for general counsel to issue a Request for Information (“RFI”). What this means is that they issue a document to the current law firms letting them know that they will be issuing an RFP down the line and inviting them to be considered for an invite to the RFP by requesting historical data from law firms in areas such as:

• How much each firm has billed per year broken down by type of law/practice
• Descriptions and results derived in key matters
• Billing structures used (hourly/AFAs, etc)
• Pricing discounts
• Key relationship managers
• Areas of service/legal capabilities

To Ensure Your Company is Receiving the Most Value for Your Dollar

RFPs allow newly hired general counsel to revise your pricing strategy with outside counsel. A new general counsel will want to confirm that they are paying “market” rates and see how each firm’s rate card compares to peer firms. RFPs can also be used as a tool to help convert legal services from the hourly billing model to a more cost effective alternative fee arrangement (“AFA”). Volume discounts can also be incorporated via the RFP process to incentivize law firms to provide more value in exchange for a larger volume of work be seeing to the law firm. New general counsel have significant leverage at the onset of a new role because law firms will often be aggressive with pricing in order to keep the work from being moved to another provider that the GC may have a historical relationship with from her past company. General counsel often find savings of 20% or higher off total annual legal spend when an RFP is properly used with law firms.

To Set Consistent Outside Counsel Guidelines
One of the most under-looked benefits of issuing an RFP is that it allows the company to create a single set of guidelines and expectations that every law firm must agree to in order to be a preferred provider. These guidelines allow a new corporate counsel to ensure that for each law firm they use, they have agreed to abide by your preferred methods of client service, billing, staffing and to ensure they have the proper level of cyber security in place for your data. Many of the historical issues that the company may have had with outside counsel law firms should be addressed in the outside counsel guidelines that are included as part of the RFP process.

To Identify Ways to Incorporate Alternative Legal Service Providers
RFPs provide a great opportunity for general counsel to consider how and where alternative legal service providers might be able to be incorporated into their legal spend management strategy. General counsel can use the RFP as a tool to invite ALSPs to respond, but also to query law firms as to how they best incorporate or collaborate with them to reduce overall legal spend. Even if a company may not be ready to make the change, the RFP provides them the opportunity to learn about how these new companies are impacting the legal industry.

While there are many more reasons as to why an RFP can be a great tool for newly hired corporate counsel, the above 4 reasons highlight some of the top issues that an RFP can address. For more information on how RFPs are impacting the legal industry please visit our webinar on RFP Best Practices which was created for corporate counsel who may be looking to issue an RFP but who do not have an in-house legal operations or procurement team.

Matthew Prinn is a Principal with RFP Advisory Group.

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.

In the age of information overload, in-house counsel and C-suite executives are resolute in valuing utility above other content attributes. That these busy decision-makers prioritize actionable information and insights is understandable – but how the two groups define utility is quite different, according to the 2019 State of Digital & Content Marketing Survey.

The survey, by strategic communications firm Greentarget and consulting firm Zeughauser Group, compares the two groups’ information consumption preferences. This yielded important takeaways in an era when C-suite executives can be as engaged in hiring a law firm as in-house legal officers, who can wield heavy influence in hiring consulting, accounting and other professional services firms.

At a high level, the two groups are in lockstep – but there are significant differences. They prefer different types of content, have varying thoughts on why content misses the mark and diverge about how they can be effectively targeted on social or other digital media. The survey – in its ninth edition since its initial release in 2010 – is the first to offer such an in-depth, side-by-side comparison.

“Over the past decade, we’ve unearthed important insights about the content preferences of decision-makers, and the 2019 study offers our most compelling findings to date that professional services marketers can’t afford to ignore,” said John Corey, founding partner of Greentarget. “This year, by comparing the likes and dislikes of in-house counsel and C-suite executives, we’re providing greater context for marketers along with actionable guidance on the ever-elusive pursuit of bringing the right content to the right audiences on the right platforms at the right time.”

Comparing In-House Counsel and C-Suite Executives

• Traditional Media Still Highly Trusted – and Accessed: Both in-house counsel and C-suite executives highly value traditional media, even in the age of so-called “fake news.” C-suite executives placed the highest value on traditional media at 82 percent (up from 74 percent in the 2018 survey). Additionally, 79 percent of in-house counsel said traditional media is most valuable, about the same as the 80 percent who responded that way last year. The findings speak to this audience’s continued desire for curation and the role professional editors play in determining what stories and topics are most important.

• In-House Counsel Like Articles, but the C-Suite Prefers Interactive Charts:

In a revealing comparison about both the personalities and job responsibilities of the two groups surveyed, in-house counsel said their preferred content type was articles and C-suite executives picked interactive charts. Relatedly, in-house counsel picked educational as their most valued content attribute while C-suite executives chose relevance and ease of access. This makes sense as lawyers tend to take in longer-form information, and interactive charts enable C-level executives to quickly absorb complex information.

• What Makes Content Miss: The two groups also differed on why content can miss the mark. Fifty-one percent of in-house counsel said content misses most often because it’s “too salesy” while the same percentage of C-suite executives chose “not sufficiently relevant.

• LinkedIn Lessons: Fifty-three percent of in-house counsel said they find value in LinkedIn as a platform, but just 29 percent agree that it is effectively used by outside law firms. C-suite executives were more satisfied with LinkedIn’s content targeting, with 63 percent saying it is effective.

• Do Law Firms Overemphasize Rankings? CMOs say peer-driven rankings or listing services command more resources than any category of firm content aside from trade publications and traditional media. But just 9 percent of in-house counsel find the rankings “very important” when researching firms for potential hire. Forty-one percent say the rankings are “somewhat important,” which may suggest that such rankings are limited to a validation effect, an important consideration for CMOs allocating resources.

A Continued Lack of Documented Content Strategy

This year’s survey, which queried 100 in-house counsel and 100 C-suite executives, was also the first since 2017 to query law firm chief marketing officers (30 in total) about, among other things, their approaches to content strategy and marketing resource allocation, among other topics. While firms need strategic roadmaps to guide their content development and distribution efforts more than ever, just 25 percent of the law firm marketing officers said they had documented content strategies. That’s slightly down from two years ago.

“Law firms, just like all professional service organizations, understand how content can help build their brands and differentiate their organizations – but many are creating more content without documented strategies,” said Mary K. Young, a partner with Zeughauser Group. “Their reliance on implicit strategy is likely a response to the complexities of prioritizing certain practices or sectors within firms. Though it may be difficult for marketers to publicly prioritize certain practices, we encourage them to emphasize the types of content and distribution preferences that best meet the needs of audiences most critical to the firm’s success.”

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.

Several Trump administration officials have personal or professional ties to Boeing’s man at the center of the 737 Max jetliner crash drama. He’s J. Michael Luttig, the longtime general counsel whom the company reassigned to lead its 737 response, reports Bloomberg.

“When he was a federal appellate court judge, Luttig brought on dozens of promising young clerks who are now spread throughout the judiciary and beyond,” explain Bloomberg’s Tom Schoenberg, Julie Johnsson and Peter Robison. “In more than a decade at Chicago-based Boeing, he stocked his department with ex-government lawyers. He also tapped Kirkland [& Ellis LLP], which has a big Chicago presence, for matters as varied as acquisitions and contract disputes.”

Luttig also is wired into the Supreme Court. He was a groomsman at the wedding of U.S. Chief Justice John Roberts.

Read the Bloomberg article.

Aman Demoz Solomon, an American who was working in Singapore as general counsel for a real estate investment management company, died in a five-story fall in a Singapore mall, according to The Straits Times.

The report said Solomon. 35, had been based in Singapore since February last year as general counsel and chief compliance officer for real estate investment management firm CBRE Global Investors Asia Pacific.

The 2008 graduate of Harvard Law School previously worked at global law firms Gibson, Dunn & Crutcher and Davis Polk & Wardwell as an associate.

Read the Straits Times article.

PactSafe’s legal experts — after studying more than 1,000 cases from 2002 to 2018  — have identified trends and best practices for defending clickthrough terms of service in court.

The results of that research are available from PactSafe in a free download from the company’s website.

As the rate of litigation around terms of service increases (notably 626% from 2002 to 2018) businesses are increasingly aware of what they need to cover, PactSafe says on its website. While the content of online legal terms may be bulletproof, the way that companies currently track acceptance may leave them at risk.

The report covers:

• Aggregate data complied from the last 15 years of clickthrough cases
• The three different ways of forming online contracts and the success rate of each type.
• The factors that influence the court’s decision as to the validity of an online agreement.
• The types of evidence you should be prepared to bring to court

Download the report.

The NACD Risk Oversight Advisory Council has published a complimentary briefing of “Current and Emerging Practices in Cyber-Risk Oversight.”

The briefing can be downloaded from the National Association of Corporate Directors website.

“Cyber events have become so prevalent in today’s business world that it’s not a matter of if a company is affected, it’s a matter of when,” the association warns. “In a recent NACD survey, directors selected cybersecurity threats as one of the trends most likely to have the greatest effect on their companies in the next 12 months.”

This resource will help directors stay on their toes in the global cybersecurity struggle—ensuring that they are prepared to respond to cyber events, fulfill corporate risk oversight expectations, and reduce overall risk exposure.

Download the briefing.

Image by NY Photographic

A recent EY global survey of 1,058 senior legal practitioners around the world demonstrates the pressures that legal functions are currently under and how these may ultimately drive a change in operating models.

On its website the company describes the findings:

“In one of the most comprehensive surveys ever undertaken into the legal function, responses revealed that legal functions are having to balance an increase in demand against a squeeze on costs, while remaining compliant with a challenging and ever-changing regulatory environment. At the same time, they are struggling to capitalize on technological advances and are having difficulty attracting and utilizing talent resources.”

Read the survey results.

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.