The National Association of Corporate Directors has introduced the its new Strategic-Asset GC initiative, which recognizes the unique position general counsel hold relative to their boards of directors.

The new NACD initiation provides an exclusive view into how today’s general counsel are helping to craft boardroom strategy.

This NACD effort will aim to provide general counsel with valuable insights from directors, subject-matter experts, and fellow general counsel in order to help identify effective strategies for continued partnership. Led by a General Counsel Steering Committee, The Strategic-Asset GC initiative will include a quarterly webinar series, resources, and peer-to-peer events.

Sign up for access.

Navex Global has produced a benchmark report that can be used to help organizations judge how effective their third-party risk management systems are and how to make improvements.

On its website, Navex says one-third of organizations have faced recent legal action related to their third parties.

The new 2016 Third Party Risk Management Benchmark Report is available for free downloading.

Use this report to identify gaps, get buy-in for additional resources and make your program more efficient. The report discusses:

• Trends for screening and monitoring third parties
• About the program maturity model and how it impacts your due diligence programs
• How automated systems help increase performance satisfaction
• Recent developments in legal costs and number of incidents

Download the Navex report.

Exterro has published its “2016 In-House Legal Benchmarking Report,” which allows readers to compare their legal processes to their peers and learn how other legal departments are trying to become more productive and reduce legal spend without sacrificing defensibility.

The report, with the subtitle “Reducing Costs, Increasing Productivity in Today’s Complex Litigation Environment,” is available for free downloading.

The publication:

• is a 24-page comprehensive report, which surveyed 76 in-house legal professionals
• Key topics include how legal departments are allocating spend, techniques used to manage legal operations and much more…
• Interesting stats, including: 77% of respondents will invest or evaluate some type of legal project management software in the next 1 – 2 years

Download the report.

Pearl Meyer and the National Association of Corporate Directors will present a complimentary Nov. 10 webcast to review key findings and analysis from research into executive pay practices and offer guidance on select actions that should be considered for 2017 plans and Q1 bonus payouts.

The webinar will be Thursday, Nov. 10, 2-3 p.m. EST.

Pearl Meyer’s annual fall survey of senior executives and compensation committee members, Pearl Meyer On Point: Looking Ahead to Executive Pay Practices in 2017, looks into pay level expectations and potential changes to annual and long-term incentive plans, as well as respondents’ opinion on various Dodd-Frank provisions affecting compensation.

Webinar presenters will be:

Howard Brownstein (moderator) is president and founder of The Brownstein Corp., a nationally-known turnaround-management firm. He regularly serves as an independent director and currently chairs the audit committee of PICO Holdings Inc., and also chairs the nominating and governance and the strategic planning and risk assessment committees of P&F Industries Inc.

David Seitz is a managing director with Pearl Meyer, located in Dallas and affiliated with the firm’s Houston office. He has nearly 30 years’ experience in compensation consulting and particular expertise in long-term incentive plan design. Additional areas of concentration include director compensation, performance metrics, and total compensation strategy, among others.

Register for the webinar.

While a company cannot eliminate risks involving compromised data and systems, there are some actions that a company should take to protect data in the hands of third-party suppliers, advises Mayer Brown LLP.

In an article posted on the firm’s website, authors Rebecca S. Eisner, Lei Shen and Lindsay T. Brown discuss five privacy- and security-related questions that a general counsel should ask regarding company data in the hands of third-party suppliers and other business partners.

They questions they discuss at length are: Have We Assessed Our Security and Privacy Risks? How Robust Is Our Oversight of Third Parties Who Have Our Data or Access to Our Networks? Do We Have Appropriate Contractual Protections? How Do We Monitor Developments? and Do We Address Privacy and Security in Other Transactions, Such as M&A?

Read the article.

Bloomberg Law describes how Chelsea Grayson went from being a high-powered M&A partner at Jones Day to general counsel of clothing brand American Apparel and then stepped in as CEO.

“As GC, Grayson saw the company through its chapter 11 bankruptcy  and helped engineer the debt for stock swap that transformed American Apparel from a public company to private one owned by hedge funds,” writes Gabe Friedman.

Her career at American Apparel began as general counsel in 2014. The next year she became chief administrative officer and defended the company against founder and ousted CEO Dov Charney’s litigation to regain control of the company. She took over the CEO role in September.

The article includes a question-and-answer transcript about her goals, preparation, learning the business, and handling the high-pressure job as a single mother.

Read the article.

Image by NY Photographic

More than 40 percent of legal departments indicated the top benefit of increasing efficiency is being able to focus on more strategic work, and many are turning to legal department operations professionals to enable them to be more strategic in how they advise the business, according to the Thomson Reuters 2016 Legal Department In-Sourcing and Efficiency Report: The Keys to a More Effective Legal Department. The report, conducted for a second consecutive year, surveyed 429 attorneys and operational professionals working in corporate legal departments and examines how in-house teams are managing internal and external resources to achieve greater efficiency and productivity.

“As expected, we continued to hear that corporate legal departments are doing more with less,” said Mark Haddad, vice president of the Corporate segment for Thomson Reuters. “In-house teams are still dealing with the larger market changes that occurred following the 2008 global economic meltdown, and the survey uncovered how some in-house leaders are adjusting to these shifts: hiring legal department operations professionals to act as their change agents.”

The report reveals a rise in employing legal department operations (LDO) professionals in response to a backlash against the time-consuming administrative work facing legal departments. Many departments reported being besieged by the operational activities that come with being part of a corporation. Among the ways general counsel are addressing this is by employing LDOs to foster change.

“LDOs are managing outside counsel and employing legal managed services providers, as well as identifying and deploying new technologies across the legal department,” explained Haddad. “It’s an encouraging development in the legal profession. General counsel indicated a strong need to work more strategically, and bringing in LDO professionals to concentrate on business operations allows corporate counsel to focus on legal work and be more proactive and strategic in how they advise the business.”

The report found another upside to employing LDO professionals: By allowing corporate counsel to dedicate more time to the practice of law, less work has to go to outside counsel. The report analyzes how legal departments are keeping work in house, particularly with certain tasks related to contracts, intellectual property, mergers and acquisitions, and litigation. The report also explores which matters and tasks in-house counsel still turn to outside counsel for, and the reasons driving the work to law firms, including legal complexity and jurisdictional reasons.

“By changing how legal departments partner with outside counsel, hiring LDOs and implementing new technologies, legal departments are finding more ways to adapt to cost pressures and see a greater return on total legal spend,” added Haddad.

The report findings underscore general counsels’ awareness of the need for greater innovation to improve efficiency and productivity. It also assesses how in-house teams are introducing efficiencies within their legal departments — across people, processes and technology — and are further redefining the in-house/outside counsel relationship.

Download the report.

Bloomberg News reports on a Wall Street club that’s virtually unknown on Wall Street.

“The attendees are top in-house lawyers for some of the world’s most powerful banks — people who sit at the table for decisions that can shape multibillion-dollar litigation tabs for the likes of Barclays Plc, Citigroup Inc., Goldman Sachs Group Inc., Deutsche Bank AG and JPMorgan Chase & Co.,” write Greg Farrell and Keri Geiger.

They report that attendees at the recent gathering wanted to discuss a common foe: “class-action lawyers who seek billions of dollars from top banks for alleged market manipulations and related bad behavior. Eric Grossman, chief legal officer at Morgan Stanley, implored his confederates to hang together and resist the temptation to settle quickly.”

Read the article.

The New York City Bar will host a special reception for in-house counsel on Wednesday, Oct. 26, 6-7:30 p.m. The event will be at 42 West 44th Street, New York, NY 10036.

The event will be an opportunity for counsel to network with other in-house counsel and members of the City Bar’s Executive Committee.

“If you’re already a member, please bring an in-house colleague that is not a member to help share the benefits of membership,” the City Bar says on its website. “Enjoy drinks and hors d’oeuvres while networking with your peers in our landmark building.”

Making remarks will be:

• Darryl Gibbs, Lead Director & Associate General Counsel at AXA US: Chair, In-House Counsel Committee, New York City Bar Association
• Mei Lin Kwan – Gett , Deputy General Counsel & Global Head of Litigation, Citigroup
• Bret Parker, Executive Director, New York City Bar Association

Get more information and register.

A Dallas Morning News profile of Dallas Cowboys general counsel Jason Cohen tells how the New Jersey native thought his job interview with team owner Jerry Jones was going pretty well until Jones asked him if he was a Cowboys fan. He confessed to being a Giants fan.

“Mr. Jones, if I am selected to be your general counsel, I’m going to need to be in a position where I tell you the truth and tell you things you don’t want to hear and not sugar-coat anything,” Cohen replied, according to the profile by Mark Curriden of The Texas Lawbook. Jones brought him onto the legal team.

In his three years with the Cowboys, Cohen has handled big deals for the Cowboys and the Jones family, including negotiating with AT&T over naming rights for the team’s stadium, advising the Jones family on the development of its new practice facility and headquarters, working on contracts for players and coaches, and negotiating media and sponsorship deals.

Read the article.

The National Association of Corporate Directors has published the 2016 NACD Blue Ribbon Commission Report: Building the Strategic-Asset Board. The report is designed to help readers prepare for boardroom discussions on top-of-mind issues related to board strategy and composition.

The NACD says this report, based on the recommendations of leading directors, investors, and subject matter experts, outlines steps corporations and general counsel can take to help the board continuously improve boardroom performance, including how to

• make relevant updates to your governance principles;
• plan board succession in line with the company’s long-term strategy; and
• consider tenure issues as part of your director review process.

The full report is available exclusively to NACD members, but the executive summary, which includes a list of additional recommended steps for building a strategic-asset board, is available to anyone.

Download the summary.

If the goal of compensation clawbacks is to keep corporate executives honest, then they aren’t doing the job, according to a report by The New York Times.

As evidence, writer Gretchen Morgenson points to recent action by Wells Fargo’s board. The bank’s directors acted on Tuesday to recover $60 million in stock grants from two top executives after a phony-account-opening scandal rocked the company and its executives. But the move came almost three years after the improprieties came to light.

There are several reasons givebacks are rare, Morgenson reports: “One is that corporations limit the scope of their recovery policies. For example, the policies are written to cover only a portion of an executive’s pay.”

“Clawbacks extending to all types of compensation are uncommon,” James F. Reda, managing director of executive compensation consulting at Arthur J. Gallagher & Company, told the reporter. “They typically only apply to the cash portion and only to the top executives.”

Read the article.

BTI Consulting Group has published the results of its 2017 “Fearsome Foursome” survey, in which 300 general counsel named which law firms they would least like to see as opposing counsel.

Michael Rynowecer, CEO of BTI Consulting Group, described what it takes to make the list:

General counsels who responded to the survey pointed to a few things that the four firms named most-feared in the courtroom have in common, the first of which is an unrelenting approach, Rynowecer said.

“They have several strategies in place at once and keep coming at the issue,” he said. “Not only do they overturn every rock, but they find new rocks to overturn and keep coming up with new ways to act in their clients’ interests.”

The firms on the list are Dentons, Jones Day, Kirkland & Ellis, and Skadden.

The survey also includes 11 firms that made the “Awesome Opponents” list and 55 firms named to the honor roll of most-feared law firms.

Read the list.

Bloomberg Law will hold the Big Law Business Summit – West, convening the future leaders of Big Law, chief legal officers, outside counsel, and those serving legal departments around the world to discuss challenges and share ideas about the legal industry.

The event will be Oct. 27, 2016, from 1:30 to 6 p.m. Pacific time, with a networking reception to follow. The location will be The Standard Hotel, 550 S. Flower Street, Los Angeles, CA 90071.

Featured panelists will be:

• Elizabeth Baker, General Counsel, Twitch Interactive
• Brad Butwin, Chair, O’Melveny & Myers LLP
• Sharon Tomkins, Vice President & General Counsel, Southern California Gas Company

Register for the event.

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

In the biggest rally in five years, Apple Computers’ stock surged 11 percent in the past week — unfortunately too late for five Apple executives, including the company’s general counsel — who unloaded a massive amount shares in August, according to Bloomberg.

Apple’s stock is up 7 percent for the month, thanks to booming sales of its latest iPhone.

The Bloomberg article reports that General Counsel Bruce Sewell sold 23,305 shares in early August followed by a second sale of 24,000 shares, for a total gain of approximately $5 million, according to SEC filings. He still owns 192,000 shares.

Reporter Gabe Friedman says the GC is doing OK, though:

Sewell has had a big year: He was the number one highest paid GC on Big Law Business’ list, which compared the total compensation received among companies that disclosed their GC’s compensation in their proxy statement. (Not all companies do.)

Read the article.

The Center for Board Excellence is offering for free download a checklist aimed at modernizing directors and officers questionnaires. The checklist uses CBE’s cloud-based platform.

A company spokesman explained that the D&O form is uploaded by CBE to its secure platform and then is accessible from anywhere on any device.

Users can customize the questionnaire for respondents with prepopulated information. The number of questions can be reduced, providing for easier director completion.

And definitions and schedules are converted to dynamic flyovers or online links.

Download the questionnaire checklist.

The National Association of Corporate Directors has made available a free executive summary of “Director Essentials: Strengthening the Oversight of M&A.”

“With more than 40,000 mergers and acquisitions transacting annually, boards need to stay up to date on trends,” the company says on its website.

“Director Essentials: Strengthening the Oversight of M&A” is designed to help general counsel:

• provide guidance on director responsibilities;
• develop parameters for M&A review; and
• prepare directors to ask management the right questions.

The full publication is available exclusively to NACD members, but anyone may download a complimentary copy of the executive summary.

Download the summary.

The Securities and Exchange Commission has filed civil fraud charges against the general counsel of Ohio-based chemical company RPM for allegedly mishandling the response to a U.S. Department of Justice investigation, Bloomberg Law reports.

Edward W. Moore, RPM general counsel and chief compliance officer oversaw the company’s response in 2011 when the DOJ started investigating whether its subsidiary, roofing materials company Tremco, had overcharged the government by millions of dollars on certain contracts,according to the SEC complaint.

The SEC accuses Moore of failing to disclose the investigation to RPM’s shareholders, along with his CEO, CFO and internal audit committee and auditors, in a timely manner, writes Gabe Friedman.

Read the article.

George Dunn, president of CRE8 Independent Consultants, writes in a white paper posted on his company’s website, “One clear message from general legal counsel is, ‘law firms must lower fees and follow increasingly restrictive guidelines.’ In addition, law firms are now being asked what type of process improvement framework the firm is deploying.”

In the paper, he starts by posing the question: “What are the signs that your firm needs process improvement?”

He discusses the external signs, such as clients consolidating the roster of firms they engage,  client guidelines becoming increasingly restrictive as to who and what can be billed, and  clients asking for holdbacks, discounts, write-offs, alternative fee arrangements, or fixed fees.

Internal signs can include the firm writing off fees or costs billed to clients,  processes not fully mapped out and measured, and  processes not being not fully automated with up-to-date templates.

Answering “yes” to those question indicates the need for the firm to look into process improvement, Dunn writes.

He then poses questions and offers questions and offers approaches to follow. Those questions include: What type of process improvement methodologies exist for law firms? Where can process improvement be deployed in a law firm, such as transactional, litigation and operations? and What is the next step?

Dunn is an independent consultant, speaker, instructor, and author on process improvement (Total Quality Improvement, Continuous Process Improvement, Business Process Management, Re-engineering, LEAN and Six Sigma); Paperless technology planning (electronic forms, electronic content management, digital signatures, workflow, and electronic records management), and Computer System planning.

Download the white paper.

Wednesday, Sept. 21
2-3 p.m. EDT

eSignLive by Vasco is sponsoring an online presentation providing an overview of the basic terminology, concepts, and laws related to electronic signatures and answer the most frequently asked questions on the topic.

The free webinar will be Wednesday, Sept. 21, beginning at 2 p.m. EDT.

The speaker will be Richard Medina, co-founder and principal consultant of Doculabs.

Topics will include:

• What is the difference between an electronic signature and a digital signature?
• How can you prove who e-signed?
• What legal and compliance requirements do we need to consider?
• What ROI metrics have others reported?
• What do signers need in order to e-sign?
• How do we get started? What’s the cost? What’s the effort?

Register for the webinar.