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1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010
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Page 1: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

1201 Market Street

Philadelphia, PA

SECOND ANNUAL IN-HOUSE

COUNSEL CONFERENCE

PROGRAM GUIDE

May 6, 2010

Page 2: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

Welcome to DELVACCA’s Second Annual

In-House Counsel Conference !

On behalf of the Board of Directors, Officers and Co-Chairs of the

Practice Committees, we are pleased to welcome you to a day of

special continuing legal education programming.

This year, the program has been expanded to twenty CLE

programs and a General Counsel/Chief Legal Officer track of

programming has been created to deliver information of interest

GC’s and CLO’s.

All of today’s programs have been coordinated by the Chairs and

Co-Chairs of our respective practice committees with our kind

sponsors. Each program was carefully developed to meet the

needs of in-house counsel in today’s demanding corporate

practice.

We thank the Chairs and Co-Chairs of our Practice Committees,

the presenters and our sponsors for making today’s Conference

possible.

Enjoy the Conference and we hope to see you again next year!

Program Co-Chairs:

N. Alexander Erlam Tom Molchan

DELVACCA, President DELVACCA, First Vice President

GOLD SPONSORS

SILVER SPONSORS

BRONZE SPONSORS

MEDIA SPONSOR

Page 3: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

THANK YOU TO OUR GENEROUS SPONSORS FOR MAKING

THE SECOND ANNUAL IN-HOUSE CONFERENCE POSSIBLE!

DIAMOND SPONSOR

SAPPHIRE SPONSOR

EMERALD SPONSOR

PLATINUM SPONSORS

SPECIAL THANK YOU TO OUR PRINTING SPONSOR

5:00 PM-6:30 PM - Cocktail Reception

10:45 AM—12:15 PM Four Sessions + CLO/GC Only Session

(Attendees select one)

9:00 AM—10:30 AM

Four Sessions + CLO/GC Only Session (Attendees select one)

7:30 AM—8:45 AM - Registration/Breakfast 8:45 AM—Welcome/Remarks

8:00 AM—8:45 AM - New Member Orientation

1:45 PM—3:15 PM

Four Sessions + CLO/GC Only Session (Attendees select one)

AGENDA

12:30 PM—1:45 PM—Lunch/Expo Hall

3:30 PM—5:00 PM

Four Sessions + CLO/GC Only Session (Attendees select one)

BREAK WITH SPONSORS

BREAK WITH SPONSORS

Page 4: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

SPONSOR PROGRAM ( 1.5 CLE’s per Program) TIME

Flaster Greenberg

The Slow Motion Riot: Moving From Theory to Practice in Implementing Value-Based Relationships Between Inside and

Outside Counsel 9:00AM - 10:30AM

GC/CLO’S ONLY

TRACK

Dechert (Litigation) Recent Developments in Product Liability

Litigation: What Every In-House Counsel Needs to Know 9:00AM - 10:30AM

Conrad O'Brien (Corporate & Securities) Keys to Running Effective Internal

Investigations 9:00AM - 10:30AM

Special Counsel (Health, Biotech & Pharma) Handling E-Discovery in the Health,

BioTech and Pharma Arena 9:00AM - 10:30AM

Morgan Lewis (IP) Intellectual Property: Steps to Protect Your People and

Your Ideas 9:00AM - 10:30AM

Cozen O'Connor (Corporate & Securities) Indemnity Clauses In Mergers and

Acquisitions 10:45AM -12:15PM

GC/CLO's ONLY

TRACK

Fox Rothschild (Litigation) Litigation: Avoidable Consequences: Minimizing

Risks of Litigation 10:45AM -12:15PM

Akin Gump (Ethics & Compliance) Legal Implications of Financial

Reporting 10:45AM -12:15PM

Ethics

Credit

Littler Mendelson (Employment & Labor) The Top Ten Things U.S. Employers

Need to Know About International Employment & Labor Law 10:45AM -12:15PM

Corporation Service Company (IP) Global Business Outsourcing and Virtual Data Rooms 10:45AM -12:15PM

RatnerPrestia (IP) Intellectual Property Issues that Can Blindside Corporate

Counsel 1:45PM - 3:15PM

GC/CLO's ONLY

TRACK

Gibbons PC

(Contracts & Commercial Law) Real Estate for In-House Counsel: An Examination of Title Issues, Contracts and

Negotiations in Real Estate Deals 1:45PM - 3:15PM

Pepper Hamilton (Environmental, Health & Safety) - Climate Change: Is it

Sustainable? 1:45PM - 3:15PM

Womble Carlyle

(Corporate & Securities) Bankruptcy 363 Code: Navigating Your Company Through Strategic Sale and Acquisition

Transactions 1:45PM - 3:15PM

Duane Morris

(Employment & Labor) Protecting Your Business: Cutting Edge Issues Relative to Non-competes, Non-Solicitation and

Confidentiality Provisions 1:45PM - 3:15PM

Saul Ewing (Contracts & Commercial Law) When Contracts Go South: Les-

sons Learned from Litigation 3:30PM - 5:00PM

GC/CLO'S ONLY

TRACK

Obermayer

(Employment & Labor) The Use of Criminal Records in Employment Decisions--Is a Quarterback Unqualified

Because of Dogfighting? 3:30PM - 5:00PM

Stevens & Lee (Ethics & Compliance) Who Else is Under Fire? Ethical

Issues and Liability for Non-GC, In-House Counsel 3:30PM - 5:00PM

Ethics

Credit

Drinker Biddle & Reath (Health, Biotech & Pharma) Workplace Health and Safety Laws

and Legal Consequences 3:30PM - 5:00PM

Skadden Arps (Litigation) Arbitration and Mediation in Commercial

Disputes: Maximizing Results While Minimizing Costs 3:30PM - 5:00PM

3:30 PM—5:00 PM

WORKPLACE HEALTH AND SAFETY LAWS AND LEGAL CONSEQUENCES

(Health, Biotech & Pharma Committee: Todd Mayover & Stacey Meadows, Co-Chairs)

Presenters

Thomas J. Barton, Drinker Biddle & Reath, Partner

Mark G. Maser, Drinker Biddle & Reath, Associate

Amy Donohue-Babiak, Johnson Matthey, Inc., Associate General Counsel

This panel will discuss:

FEDERAL & STATE LAWS AND REGULATIONS;

OSHA ENFORCEMENT PROCEDURES & COMPLIANCE PRIORITIES; and

CORPORATE HEALTH AND SAFETY POLICIES: GOING BEYOND COMPLIANCE

3:30 PM—5:00 PM

ARBITRATION AND MEDIATION IN COMMERCIAL DISPUTES:

MAXIMIZING RESULTS WHILE MINIMIZING COSTS

(Litigation Committee: Michael Zipfel & Geoffrey Beauchamp, Co-Chairs)

Presenters:

Douglas Nemec, Skadden, Arps, Slate, Meagher & Flom, Partner

Sandra Jeskie, Duane Morris, Partner

David Firn, Johnson Matthey, Inc. , Deputy General Counsel

An overview of best practices for maximizing effectiveness of alternative dispute resolution

procedures in commercial cases. The panelists will cover mediation strategies and styles,

timing issues, tips for selecting mediators and arbitrators, arbitration strategies and

arbitration logistics.

Additionally, the presenters will discuss:

Arbitration is not litigation—understanding the critical differences;

Strategies for controlling costs in arbitration;

Choosing the right mediator and mediation format; and

Effective negotiating strategies in mediation.

Special emphasis will be placed on the role of in-house counsel in the alternative dispute

resolution process.

Page 5: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

3:30 PM-5:00 PM

WHEN CONTRACTS GO SOUTH: LESSONS LEARNED FROM LITIGATION

(Contracts & Commercial Law Committee, Jackie Meredith Batchelor & Nancy Sowa, Co-Chairs)

Presenters

Joseph F. O’Dea, Jr., Saul Ewing, Chair, Litigation Department Cathleen M. Devlin, Saul Ewing, Partner, Litigation Department A. Peter Prinsen, The Graham Company, CPCU, RPLU, ASLI, AIC, VP and General Counsel Keith H. Ellis, AIG Federal Saving Bank, Sr. Vice President and General Counsel

Contract litigation can provide many valuable insights into how an ounce of prevention in drafting a given contract provision can be worth a pound of cure. The nature and scope of contract’s indemnification provisions, limitation of damages or remedies clauses, termination provisions, integration and modification clauses, as examples, can make or break your case in litigation. Our panelists will offer lessons learned from litigation about how to address these key issues in a contract up front in order to minimize litigation costs and damages exposure, and foreclose potential arguments by your adversary, when a contract goes south.

3:30 PM—5:00 PM

THE USE OF CRIMINAL RECORDS IN EMPLOYMENT DECISIONS—IS A QUARTERBACK UN-

QUALIFIED BECAUSE OF DOGFIGHTING?

(Employment & Labor Committee: Connie Lahoda & Diane Carman, Co-Chairs)

Presenters:

Joseph J. Centeno, Obermayer, Rebmann Maxwell & Hippel, Partner

Connie Lahoda, ARAMARK, Vice President, Employment Relations

Jennifer Welding, IKON, Senior Counsel

The panel will discuss the use of criminal records in employment decisions. The discussion will include consideration of statutory prohibitions, negligent hiring, employer policies, background checks and enforcement by the EEOC and the Pennsylvania Human Relations Commission.

3:30 PM—5:00 PM

WHO ELSE IS UNDER FIRE? ETHICAL ISSUES AND LIABILITY FOR

NON-GENERAL COUNSEL, IN-HOUSE COUNSEL

(Employment & Labor Committee: Connie Lahoda & Diane Carman, Co-Chairs)

Presenters:

Peter G. Glenn, Stevens & Lee, Partner

Linda R. Evers, Stevens & Lee, Partner

David Battisti, Penske Truck Leasing, Vice President and Assistant General Counsel

This panel will discuss

Legal and Ethical Rights;

Duties and Immunities of In-House Counsel;

Defense and the Attorney/Client Privilege; and

Projected Trends and Predictions.

GENERAL COUNSELS/CHIEF LEGAL OFFICERS ONLY

(ETHICS CREDITS)

ATTENDEES:

PLEASE BE SURE TO COMPLETE THE COURSE EVALUATIONS AND

CLE FORMS FOR EACH

PROGRAM THAT YOU ATTEND.

KINDLY DROP OFF THE FORMS AT THE BINS LOCATED BY THE EXIT

OF EACH PRESENTATION ROOM AT THE CONCLUSION OF EACH

SESSION

THANK YOU.

DELVACCA MEMBERS: HAVE YOU RATED A LAW FIRM LATELY?

The ACC Value Index is a client satisfaction measurement tool that helps ACC members

share meaningful information about the value they get from their outside counsel. It is a

component of the larger ACC Value Challenge initiative, reconnecting the cost of legal

services to the value provided. The Value Index enables members to access a searchable

database of fellow in‐house counsels’ firm assessments.

Reviewers have the opportunity to provide explanatory comments, and there is

already a wealth of enlightening remarks accompanying the assessments members

have provided. The Index is searchable by firm name, matter type, location and/or

minimum scores.

The ACC Value Index provides an efficient and robust way for ACC Members to pool

their wisdom about the value law firms provide. The ACC Value Index can help

in‐house counsel by finding firms, benchmarking and firm management.

The ACC Value Index is a service for ACC members, by in‐house counsel, for in‐house

counsel, which of course means that its depth and breadth depends on member con-

tributions. ACC has received nearly 2000 reviews of more than 600 firms, so it’s

already a valuable tool, but the more volume the better. If you haven’t yet, get on

board and start sharing evaluations of the firms you engage.

Members may review firms anonymously.

Visit http://acc.com/valueindex to get started.

Page 6: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

9:00 AM—10:30 AM

THE SLOW MOTION RIOT: MOVING FROM THEORY TO PRACTICE IN IMPLEMENTING VALUE-BASED RELATIONSHIPS BETWEEN INSIDE AND

OUTSIDE COUNSEL *Program Coordinated by N. Alexander Erlam, President, DELVACCA Presenters:

Susan Hackett, Association of Corporate Counsel (ACC), General Counsel Darren H. Goldstein, Flaster Greenberg PC, Shareholder and Chair, Litigation Practice

The ACC Value Challenge is spearheading a movement toward change in the legal service

paradigm; many in-house counsel and outside counsel are joined in this movement by their

consideration of ―value based‖ practices that help improve the relationship between

departments and firms by better aligning the long-term, sustainable interests of both;

Darren and Susan will offer their thoughts about the legal service paradigm ―change‖ agenda,

and then engage the audience in a discussion of which practices are working best in the

audience’s firms and departments; and

Those attending will be provided with a scorecard on which they can keep track of ideas or

practices that are discussed so that when they return to their offices, every participant will

each have at least two new ways (and hopefully more) to improve their work that are scaled

and applicable to implementation in their practice.

9:00 AM—10:30 AM

RECENT DEVELOPMENTS IN PRODUCT LIABILITY LITIGATION: WHAT EVERY IN-HOUSE COUNSEL NEEDS TO KNOW (Litigation Committee: Michael Zipfel & Geoffrey Beauchamp, Co-Chairs)

Presenters:

Stephen McConnell, Dechert, Partner

Hope Freiwald, Dechert, Partner

Mariam Koohdary, AstraZeneca Pharmaceuticals LP, Senior Counsel

Tacking the ―mass‖ in mass tort: Twombly/Iqbal and Lone Pine and other case-narrowing

tools;

Daubert developments: successful case-specific strategies;

Forum shopping and choice of forum issues; and

Recent trials: news from the frontlines.

GENERAL COUNSELS/CHIEF LEGAL OFFICERS ONLY

9:00 AM—10:30 AM INTELLECTUAL PROPERTY: STEPS TO PROTECT YOUR PEOPLE AND YOUR IDEAS (Intellectual Property Committee: Alexander Plache & John Gregory, Co-Chairs)

Presenters:

Michael J. Puma, Morgan Lewis, Partner, Labor & Employment Practice

Louis J. Virelli, Jr., Morgan Lewis, Senior Counsel, Intellectual Property Practice Alex H. Plache, Saint-Gobain Corporation, Sr. Intellectual Property Counsel John C. Gregory, Streamlight, Inc., General Counsel

The economic downturn has created a business environment in which companies must take

proactive steps to protect every market advantage. Non-competition, non-solicitation, and

confidentiality agreements and other measures to protect trade secrets have taken center stage in

several high profile cases over the last 18 months. How is your organization managing this area of

risk? Join our interactive panel discussion on the legal steps that companies should consider to

protect their proprietary information and trade secrets, and prepare for when a key employee, or

group of employees, may have left with critical company intelligence.

1:45 PM-3:15 PM

PROTECTING YOUR BUSINESS: CUTTING EDGE ISSUES RELATIVE TO

NON-COMPETES, NON-SOLICITATION CLAUSES AND CONFIDENTIALITY

PROVISIONS

(Employment & Labor Committee: Connie Lahoda & Diane Carman, Co-Chairs)

Presenters:

Jonathan M. Segal, Duane Morris, Partner

Caroline A. Austin, Duane Morris, Partner

Martin D. Chazin, Campbell Soup Company, Senior Labor and Employment Counsel

In an age of increased competition, expanding technology and employee mobility in even

the highest-level positions, companies need effective tools to protect their proprietary

information and business relationships.

The panel will explore various employment practices and agreements designed to protect

company information with an emphasis on restrictive covenants, non-solicitation

agreements and confidentiality policies/agreements. Topics also include claims involving

solicitations, covenants against competition and confidentiality and how to avoid litigation.

1:45 PM-3:15 PM

CLIMATE CHANGE—IS IT SUSTAINABLE?

(Environmental, Health & Safety Committee, Amy Donohue-Babiak & Lauren Alterman,

Co-Chairs)

Presenters:

Jane Luxton, Pepper Hamilton, Partner

Todd Reinstein, Pepper Hamilton, Partner

Moderator: Lauren Alterman, Saint-Gobain Corporation, VP, Health, Safety &

Environment

This panel will discuss

Climate Change Legislation;

EPA Regulations;

The SEC’s Disclosure Guidance;

Litigation (nuisance and new actions under the CA Environmental Protection Act;

Opportunities for Companies (Energy audit, efficiencies/cost savings and potential

tax credits and government incentives); and

Challenges and opportunities from the in-house perspective.

Page 7: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

1:45 PM-3:15 PM INTELLECTUAL PROPERTY ISSUES THAT CAN BLINDSIDE CORPORATE COUNSEL (Intellectual Property Committee: Alexander Plache & John Gregory, Co-Chairs)

Presenters:

Gerard O’Rourke, RatnerPrestia, Shareholder Chris Lewis, RatnerPrestia, Shareholder

Chris Devershian, RatnerPrestia, Shareholder Alex H. Plache, Saint-Gobain Corporation, Sr. Intellectual Property Counsel John C. Gregory, Jr., Streamlight, Inc., General Counsel

Three intellectual property lawyers from RatnerPrestia will reprise the theme from last year's

Conference, providing "take-aways" on six topics that should greatly benefit general counsels of

DELVACCA. The topics will include Opinions of Counsel, Patent Reexaminations, Software Licenses,

Hot Topics in Trademarks, and Intellectual Property Due Diligence. Each topic will be covered in

about fifteen minutes, and the issues will be brought to life by Intellectual Property Committee

Co-chairs Alex Plache and John Gregory.

1:45 PM-3:15 PM

BANKRUPTCY 363 CODE: NAVIGATING YOUR COMPANY THROUGH

STRATEGIC SALE AND ACQUISITION TRANSACTIONS

(Corporate & Securities Committee, Neil Falis & Ned Nurick, Co-Chairs)

Presenters:

Frank Monaco, Womble Carlyle Sandridge & Rice, Member

Mike Busenkell, Womble Carlyle Sandridge & Rice, Member

Honora S. Moore, Heartland Payment Systems, Assistant General Counsel

Scott Victor, SSG Capital Advisors, LLC, Managing Director

Attendees will learn best practices to consider when undertaking a sale of assets or

when purchasing a distressed company. The panel, including an in-house attorney,

law firm counsel and investment banker, will provide practical insight to the process

and issues in-house counsel need to be aware of when navigating your company

through these strategic transactions; and

Attendees will learn what key questions to ask during the process, what to expect during the

procedure. Following the mock consultation, the panel will also provide an overview of what

to expect during the important stages that follow, including the bid procedure, auction

hearing and credit bidding, as well as other hot 363 topics such as quick sales and issues

related to credit bidding and secured vendors.

1:45 PM-3:15 PM

REAL ESTATE FOR IN-HOUSE COUNSEL: AN EXAMINATION OF TITLE ISSUES,

CONTRACTS, AND NEGOTIATIONS IN

REAL ESTATE DEALS (Contracts & Commercial Law Committee: Jackie Meredith-Batchelor & Nancy Sowa, Co-Chairs) Presenters

Alfred R. Fuscaldo, Gibbons, P.C., Director

Aileen Schwartz, Hill International, Assistant

General Counsel

Michael G. Moyer, Land Services USA, Inc.,

Counsel and Senior Vice President

This presentation will offer practical tips and examine key issues that in-house counsel should consider (i) during the negotiation and drafting of an agreement of sale for real property, and (ii) when purchasing title Insurance in connection with that real estate acquisition. The speakers will discuss:

Due Diligence Quality of Title Representations and Warranties (Seller and Buyer) Default Remedies Closing Documentation Assignments of Agreements of Sale Title Commitments and Policies Title Coverage Exceptions/ Exclusions Available Title Endorsements

GENERAL COUNSELS/CHIEF LEGAL OFFICERS ONLY

9:00 AM—10:30 AM

HANDLING E-DISCOVERY IN THE HEALTH, BIOTECH AND PHARMA ARENA

(Health, Biotech & Pharma Committee, Todd Mayover & Stacey Meadows, Co-Chairs)

Presenters

Debra Swartz, AmerisourceBergen, Associate General Counsel/Chief Compliance Officer

Gabriel Holdsman, BTG International Ltd., Vice President and General Counsel

Michael Hemsley, Catholic Health East, VP-Legal Services & General Counsel

Michele Daniele, Albert Einstein Healthcare Network, Associate General Counsel

Howard Cyr, Pfizer, Senior Corporate Counsel

Moderator: Lisa Goldstein, Special Counsel, Executive Director

The life sciences industry is vulnerable to the inherent risks that arise out of improper

management of electronic documents and e-discovery. Hospitals and life science

corporations must adopt proactive document management and e-discovery policies that

they can strategically implement and effectively enforce.

Ultimately, the world of electronic information, if not managed properly, will increase a life

science company’s risk and exposure. Counsel must know where information is contained,

which documents are being kept, which documents are being purged, and how often.

These are no longer insignificant details that can be ignored or dealt with in a haphazard

fashion.

9:00 AM—10:30 AM

KEYS TO RUNNING AN EFFECTIVE INTERNAL INVESTIGATION

(Corporate & Securities Committee: Neil Falis & Ned Nurick, Co-Chairs)

Presenters

Patricia M. Hamill, Conrad O’Brien, Shareholder

Judson A. Aaron, Conrad O’Brien, Shareholder

Patricia S. Kim, Hewlett-Packard Co., Litigation & Investigations Counsel

Moderator: Geoffrey L. Beauchamp, Delaware Valley Municipal Management Assoc., General Counsel

The panel will discuss the do’s and don’ts of running an effective internal corporate investigation. Conducting a successful internal investigation can be the difference between a bump in the road and a major civil action or criminal investigation. The discussion will include:

When an investigation is warranted; What type of investigation suits your business and legal needs; What actions to take with the results of an investigation; Who should be involved in the investigation; The unique challenges to inside counsel related to internal investigations; How to deal with employees who may be potential targets of the investigation and

those who are potential witnesses; and How to lock down electronic and other data.

Equipping yourself with the tools to deal with an internal problem before, during and after

an investigation will help minimize risks to both the company and its employees.

Page 8: 1201 Market Street Philadelphia, PA May 6, 2010 · 1201 Market Street Philadelphia, PA SECOND ANNUAL IN-HOUSE COUNSEL CONFERENCE PROGRAM GUIDE May 6, 2010 . Welcome to DELVACCA’s

10:45 AM—12:15 PM

LITIGATION—AVOIDABLE CONSEQUENCES: MINIMIZING RISKS OF

LITIGATION

(Litigation Committee: Michael Zipfel & Geoffrey Beauchamp, Co-Chairs)

Presenters

Stephanie Resnick, Fox Rothschild, Partner, Firmwide Chair of Litigation

Beth Weisser, Fox Rothschild, Associate

Marilyn Heffley, Sunoco, Assistant General Counsel and Chief Litigation Counsel

This session will explore key issues in minimizing the risks of litigation with particular attention to

recent developments in e-discovery. Topics to be covered include: e-discovery update; preservation

holds; gathering data and documents, spoliation, risk avoidance; dealing with the media and crisis

communications.

10:45 AM—12:15 PM

LEGAL IMPLICATIONS OF FINANCIAL REPORTING

(Ethics & Compliance Committee: John Romeo & Christopher Hein, Co-Chairs)

Presenters:

Jeffrey Dailey, Akin Gump, Partner Doug Rappaport, Akin Gump, Partner Tom Wyatt, American Water, SEC Counsel and Assistant Secretary

This panel will discuss:

Corporate governance and Sarbanes-Oxley developments to be considered in

financial reporting; Common financial reporting issues in SEC investigations and private civil litigation

and tips for spotting and addressing those risks; Liability risks to in-house counsel and how to minimize those risks; and Tips on dealing with your business people to best address the legal implications of

financial reporting.

10:45 AM—12:15 PM

INDEMNITY CLAUSES IN MERGERS AND ACQUISITIONS

(Corporate & Securities Committee: Neil Falis & Ned Nurick, Co-Chairs)

Presenters:

Anna McDonough, Cozen O’Connor, Member

Raphael Licht, RAIT Financial Trust, COO, Secretary and CLO

Philip Weinberg, Comcast-Spectacor, Executive Vice President and General Counsel

Moderator: Steven N. Haas, Cozen O’Connor, Vice Chair, Corporate Practice Group

In this session, panelists will discuss issues surrounding indemnity clauses in merger and

acquisition agreements, including:

Recent standards in determining thresholds and indemnity caps;

Anti-Sandbagging‖ clauses;

The increasing use of the ―materially scrap‖ provision; and

Trends and developments in consequential damages exclusions.

GENERAL COUNSELS/CHIEF LEGAL OFFICERS ONLY

(ETHICS CREDITS)

10:45 AM—12:15 PM

THE TOP TEN THINGS U.S. EMPLOYERS NEED TO KNOW ABOUT

INTERNATIONAL EMPLOYMENT AND LABOR LAW

(Employment & Labor Committee, Connie Lahoda & Diane Carman, Co-Chairs)

Presenters

Marguerite S. Walsh, Littler Mendelson, P.C., Shareholder

Eric A. Savage, Littler Mendelson, P.C., Shareholder

Eric Tilles, Arkema, Inc., Assistant General Counsel and Manager, Ethics and Compliance

The session will examine ten key employment and labor issues that U.S. employers face

when doing business internationally. The speakers will offer practical tips for employers

facing such issues in foreign jurisdictions as:

The sources of law governing the employment relationship;

Hiring/Discipline/Termination;

Compensation and Benefits;

Employment Contracts;

Employee Representation Issues;

Data Privacy;

Discrimination; and

Extraterritorial Application of U.S. Laws.

10:45 AM—12:15 PM

GLOBAL BUSINESS OUTSOURCING AND VIRTUAL DATA ROOMS

(IP Committee, Alex Plache & John Gregory, Co-Chairs)

Presenters:

Reyner Meikle, Associate General Counsel, Corporation Service Company

Jennifer K. Mailander, Associate General Counsel, Corporation Service Company

Alex H. Plache, Saint-Gobain Corporation, Sr. Intellectual Property Counsel

John C. Gregory, Jr., Streamlight, Inc., General Counsel

How are you using outsourcing and technology to better manage the demands of your legal and compliance departments?

Discover how outsourcing can enable you to more efficiently focus resources where you need them most;

Learn how to determine if outsourcing is the right fit for your organization;

Find out how other clients have achieved success with outsourcing examples from both the Legal Department and Corporate Secretary’s office; and

Virtual Data Rooms are all the rage – learn what you need to know to make sure you are using the best practices and latest technology to help you manage your litigation, deals and other matters and transactions.


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