am.aCC · Secretary, Small Law Department Committee Sasha Glassman Corporate Counsel Emerson...

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Likelihood to win or lose?Settle or go to trial?

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Elisa GarciaExecutive Vice President & General CounselOffice Depot, Inc.ACC Board of Directors

David GilmartinAssociate General CounselThe Joint CommissionSecretary, Small Law Department Committee

Sasha GlassmanCorporate CounselEmerson Network PowerPrograms Subcommittee Co-Chair, New to In-house Committee

Vincent GonzalesSenior Environmental CounselSouthern California Gas CompanyACC Board of Directors

Steve KaplanSenior Vice President and General CounselConnextions, Inc.President, Central Florida Chapter

Jeff LevinsonVice President and General CounselNetScout Systems, Inc.Chair, Law Department Management Committee

Miriam SmolenAssociate General CounselFannie MaeChair, ACC Council of Committees

Lydia TallentIn-house CounselSC Solutions, Inc.Secretary, ACC Council of Committees

Anthony VittoneVice President & General CounselSwimways CorporationSecretary, Small Law Department Committee

Gregory WatchmanAssociate General CounselFreddie MacChair, ACC Council of Committees

A Special Thank You…To our 2012 Annual Meeting advisory board for their guidance in developing the program:

GENERAL INFORMATION02 Schedule at-a-Glance06 Maps08 Just the Facts10 CLE/CPD Information12 Networking14 With Appreciation16 ACC Award Winners

PROGRAM DETAILS19 Monday, October 139 Tuesday, October 263 Wednesday, October 3

EXHIBIT HALL71 2012 Gold and Blue Level Sponsors72 Exhibit Hall Map74 2012 Sponsor Listing by Industry

TABLE OF CONTENTS

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2

SCHEDULE AT-A-GLANCE

Session may be eligible for ethics credit. Session is presented in cooperation with a Gold Level sponsor.

Session provides international perspective. Session covers basic information essential to the in-house attorney.

Session is recommended for the Chief Legal Officer.

AS OF 9/7/12

TrACK 9–10:30 AM 11 AM–12:30 pM 2:30–4 pM 4:30–6 pM

Driving Change 100: ACC Chair's Choice— Charting the Way Forward: The Growing Influence of the In-house BarRoom: Grand 7B

101: Pro Bono Partnerships Mean Greater Value from Your Outside CounselRoom: Crystal A–B

102: Balancing Act: How to Balance Insourcing & OutsourcingRoom: Crystal J1

103: Give Your Diversity Policy Some TeethRoom: Crystal J1

Compliance and Ethics 200: Strategies for Keeping a Whistleblower Claim In-houseRoom: Grand 8A

201: Third-Party ComplianceRoom: Crystal G1

202: Working with a Corporate Monitor: When Your Compliance Program Isn’t EnoughRoom: Grand 11

203: Key Sources for Structuring Your Compliance and Ethics ProgramRoom: Crystal J2

Contracts and Negotiations

300: Drafting and Enforcing Restrictive Covenants Around the WorldRoom: Crystal G2

301: To Dig In or Give In: Risk Analysis in Contract NegotiationRoom: Crystal H

302: Contract Drafting, Part 1—Addressing Liability Issues: Warranties, Epidemic Failures and Liability LimitationsRoom: Crystal H

303: Contract Drafting, Part 2— Addressing Liability Issues: Indemnification and InsuranceRoom: Crystal H

Corporate and Securities

400: How to Negotiate a Settlement with the SECRoom: Crystal G1

401: Conducting Efficient Due DiligenceRoom: Grand 7B

402: Shotgun Wedding in the Boardroom: Negotiating Joint Venture Agreements with Your Worst EnemyRoom: Crystal G1

403: Maintaining Corporate Continuity in the Face of Shareholder Proposals: Frequent Assaults in This Year’s Proxy Season and How to Fend Them OffRoom: Crystal K–L

Employment and Labor 500: Top 10 Issues to Consider Before Resolving an Employment DisputeRoom: Crystal H

501: Proving a Disability Under the ADAAA: The Big Easy?Room: Crystal J1

502: Don’t Mess with the Money! Wage & Hour Compliance: Managing Risk in a New Era of EnforcementRoom: Grand 8A

503: The “New” NLRB: Activist Board or Rogue Agency?Room: Crystal G1

International 600: Practical Considerations for Establishing a Successful Business in ChinaRoom: Crystal J1

601: Doing Business Overseas: Advanced Legal Issues with Managing International SubsidiariesRoom: Crystal J2

602: Drafting Considerations for International Contracts: Using Choice of Law and Other Contract Terms to Maximize Profit and Minimize RiskRoom: Crystal J2

603: Risks in Acquiring International Real Estate and Managing a Foreign Acquisition or DispositionRoom: Grand 9–11

Technology 701: Social Media Risk & Responsibility in the Use of Health Care TechnologyRoom: Crystal K–L

702: Security Breach! What Should You Have Done Before? What Should You Do Now?Room: Grand 7A

703: Leveraging Technology to Defensibly Manage Electronic RecordsRoom: Grand 8A

Law Department Management

801: Training Your ClientsRoom: Grand 8A

802: Career Development for In-House Lawyers: How to Establish Competencies, Set Goals and Build Skill SetsRoom: Crystal G2

803: Crisis Management in Case StudiesRoom: Grand 12–14

Intellectual property 900: Hot Topics in IP—Epic Battles: Patent Wars, Trademark Throwdowns and Copyright Clashes—How Increasing Litigation Affects the Industry and Your CompanyRoom: Grand 7A

901: Ethics and IP TheftRoom: Grand 4–6

902: The Advertising ReportRoom: Grand 7B

903: IP Nuts and BoltsRoom: Grand 7B

Litigation and Dispute resolution

1000: Response Required! Legal Holds for the Small and Large EnterpriseRoom: Crystal J2

1001: Defensible Records Retention PlanningRoom: Crystal G2

1002: It’s More Than a Time Zone Change: When Litigation Goes GlobalRoom: Crystal K–L

1003: Straight Talk: In-house Litigation Tips and Management Techniques | SOLD OUTRoom: Grand 4–6

Small Law Department 1100: Welcome to Rookie Camp: Ten Things Every New In-house Lawyer Should KnowRoom: Grand 4–6

1101: Toolbox for Small Law Departments: Managing Legal on a Nonexistent BudgetRoom: Grand 7A

1102: State Law Considerations for Small Organizations and NonprofitsRoom: Crystal A–B

1103: Eight Big Litigation Pitfalls of Companies That Don’t Get Sued OftenRoom: Crystal G2

Environment and Energy

1200: Across the Atlantic: Comparing Environmental Law in the United States and the European UnionRoom: Crystal K–L

1201: Mamma Mia— There They Go Again: Dealing with Stricter Energy RegulatorsRoom: Grand 11

Finance 1302: Anatomy of a Failure: the Good, the Bad, the UglyRoom: Grand 4–6

1303: Optimize Lien and Bond Processes and Case Management to Boost Company RevenueRoom: Crystal A–B

SUNDAY, SEPTEMBER 30 – MONDAY, OCTOBER 1

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3ACC's 2012 ANNUAL MEETING | WHERE IN-HOUSE COUNSEL CONNECT | AM.ACC.COM

> Be sure to get updated on ACC Resources at the ACC Booth (#430) in the exhibit hall.

MONDAY11 AM–12:30 pM: Mini-ThinkTank 1: Skills for Managing a Diverse Workforce2:30–4 pM: Mini-ThinkTank 2: Exploring the Benefits and Challenges of In-house Global Pro Bono4:30–6 pM: Mini-ThinkTank 3: How to Run Your Law Department Like a Business

TUESDAY 9 AM–12:30 pM: CLO1: Understanding Financial Risk in an Uncertain Business Environment 2:30–6 pM: CLO2: Innovation and Change: Applying Design Thinking to Solve Problems and Gain a Competitive Edge

CLO CLUB SESSIONS >See page 9 for more details (including eligiblity

requirements) on these invitation-only programs.

TrACK 9–10:30 AM 11 AM–12:30 pM 2:30–4 pM 4:30–6 pM

006: 1 + 1 = 3: Aligning Corporate Social Responsibility and Pro BonoRoom: Crystal A–B

Driving Change 104: Outside Counsel Management—Using Value-based Fee Structures to Align Risks and RewardsRoom: Grand 8A

105: Project Management for In-house CounselRoom: Grand 12–14

106: Lessons Learned on the ACC Value Challenge JourneyRoom: Canary 1–2

107: ACC Value Challenge Clinic Room: Grand 12–14

Compliance and Ethics 204: Doing Business in Difficult Countries: What Would You Advise in This Scenario?Room: Grand 7A

205: Officers in the Crosshairs: The Responsible Corporate Officer Doctrine and Other Theories of Individual LiabilityRoom: Crystal G2

206: Best Practices for Managing Federal Funding and Government ContractingRoom: Grand 8A

207: Shhh! This Is Attorney-Client PrivilegedRoom: Crystal H


304: The Ink Is Dry. Now What? Fulfillment of Sponsorship Contracts in Sports & EntertainmentRoom: Grand 11

305: Achieve Success as a Negotiator: Learn a Simple, Effective & Practical Framework as Chief Negotiating Officer for Yourself and Your CompanyRoom: Crystal H

306: Advanced Issues in LeasingRoom: Crystal G1

307: A Play-by-Play Guide to Creating a Contracts PlaybookRoom: Crystal J2


404: When Nobody Knows What the Company is Expected to “Know:” Defending Corporate Designee Depositions in Challenging CircumstancesRoom: Crystal G1

405: Redefining the Corporate Form for the 21st CenturyRoom: Crystal A–B

406: Advising Your Independent Directors: Help Them to Help YouRoom: Crystal J1

407: The Lead Director: Duties, Compensation and IndependenceRoom: Crystal J1

Employment and Labor 504: Employment Law UpdateRoom: Crystal G2

505: Don’t Bite the Hand That Feeds You: Managing the Legal – HR RelationshipRoom: Canary 1–2

506: Covering the Bases: Does Your Code of Conduct Address Key Risks?Room: Crystal J2

507: S.O.S.: Employee Benefits Issue Spotting for the Non-Benefits LawyerRoom: Grand 7A

International 604: The Wild, Wild West (and East and North and South): Legal Risks in the Frontier MarketsRoom: Crystal J1

605: Doing Business in Brazil, the Sixth Largest Economy in the WorldRoom: Grand 8A

606: Investing and Doing Business in India: What Are the Critical Challenges?Room: Canary 3–4

607: Post-Merger Integration of American and European CompaniesRoom: Canary 3–4

Technology 704: Software as a Service and Cloud Computing: What Are They and What Should You Watch Out For?Room: Crystal J2

705: A Technology Primer for the Non-Tech LawyerRoom: Canary 3–4

706: Cyber Attacks and Hacking: Prevention and ResponseRoom: Grand 7A

707: Privacy for the Neophyte: Introduction to Global Privacy IssuesRoom: Crystal G2


804: Risk Management: The Corporate ViewRoom: Crystal H

805: Finding Your Way in Cyberspace: Implementing the Paperless EnvironmentRoom: St. Louis

806: Strategic Planning and Demonstrating Success as a General CounselRoom: Crystal H

807: Is Your Law Department Taking Advantage of Law Firm Knowledge Management?Room: Grand 8A

Intellectual property 904: Innovation: How to Handle Ideas Your Company May or May Not OwnRoom: Crystal K–L

905: International Licensing of IPRoom: Crystal J1

906: Let’s Go to the Videotape: What You Should Know About Licensing Music, Videos and PhotosRoom: Crystal G2

907: IP in China— Developing an Effective StrategyRoom: Crystal G1


1004: Demystifying “Meet and Confer”Room: Crystal A–B

1005: How to Survive a C-Suite ScandalRoom: Crystal K–L

1006: Seeking Recovery for Self-Insured LossesRoom: Crystal K–L

1007: Muscular Arbitration: What Corporate Counsel Can Do to Shape Up ArbitrationRoom: Crystal K–L

Small Law Department 1104: Beginning and Growing Your Compliance Program: From Birth to the Toddler YearsRoom: Canary 3–4

1105: Are We Great or Just So-So? Finding the Benchmarks Necessary to Assess the Performance of Your Law DepartmentRoom: Crystal G1

Environment and Energy

1204: The Growing Trend Toward Supply-Chain Transparency: Conflict Minerals, Human Trafficking and MoreRoom: Canary 1–2

1205: Risk Assessment Best Practices: Lessons from Compliance ProgramsRoom: Grand 7A

1206: How Many Lawyers Does It Take to Change a Lightbulb? How to Manage an Electric Generation ProjectRoom: Grand 11

1207: May the Force Be with You: Best Practices in Risk Management for Energy CompaniesRoom: Canary 1–2

TUESDAY, OCTOBER 2

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SCHEDULE AT-A-GLANCE




AS OF 9/7/12

TrACK 9–10:30 AM 11 AM–12:30 pM

Driving Change 108: First What, Then Who: Strategic Sourcing through Work PrioritizationRoom: Sago

109: Metrics That MatterRoom: Canary 3–4

Compliance and Ethics 208: Current Pharma Trends: More Paper, More Reporting and More “Sunshine”Room: Crystal G1

209: Sweepstakes, Raffles, Contests and Lotteries: What Every In-house Lawyer Needs to KnowRoom: Crystal H


308: Establishing Cross-Border Product Distribution Arrangements: The Practical Do’s and Don’tsRoom: Grand 8B

309: Tax Considerations in M&A TransactionsRoom: Crystal J1


408: Taking Your Company PublicRoom: Canary 3–4

409: When Business Competitors Collaborate: Ethical, Antitrust and Compliance ConcernsRoom: Crystal J2

Employment and Labor 508: Investigating Employee Misconduct Across BordersRoom: Crystal G2

International 608: The Pioneers Take the Arrows (and the Gold): Legal Risks When Doing Business in AfricaRoom: Canary 1–2

609: Crossing the Cultural Divide: Succeeding in International Business NegotiationsRoom: Sago

Technology 708: Business Etiquette: The New Rules in a Digital AgeRoom: Crystal H

709: Law Department Technology: Planning, Installation and ImplementationRoom: Grand 8B


808: Maximize Your Corporate Insurance CoverageRoom: Crystal J2


1008: The Flat World and the Future of Document ReviewRoom: Crystal J1

Finance 1208: Managing the Fallout from a Financial Scandal: Brand Damage, SIPC Coverage, LitigationRoom: Crystal K–L

1309: Understanding Financial Statements and Basic Accounting ConceptsRoom: Crystal G2

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WEDNESDAY, OCTOBER 3

Sessions that are SOLD OUT will be noted on the sign outside the room. Attendees often change their minds onsite and seats may become available. We kindly request that you allow all attendees who did preregister to grab a seat. If you find that the session is getting started and seats have opened up, then feel free to attend the session.

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• Regulatory and Legislative Center – With one query, thoroughly search

any or all state and federal jurisdictions for current, newly enacted, or

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• 50 State Surveys – Find topical legislation or regulations for all 50 states

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MAPSORLANDO WORLD CENTER RESORT, MARRIOTT

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SUNDAY, SEpTEMBEr 30

WHEN WHAT WHErE

4–7 PM Registration Check-inConvention Center Entrance

5:30–7 PMExhibit Hall Open & Welcome Reception

Cypress Ballroom

MONDAY, OCTOBEr 1

7 AM–7 PM Registration Check-inConvention Center Entrance

8 AM–7 PM Exhibit Hall Open Cypress Ballroom

8–9 AM Breakfast Cypress Ballroom

9 AM–6 PM CLE/CPD ProgramsGrand & Crystal Ballrooms

12:45–2:15 PM Lunch & Program Palms Ballroom

Committee Business Lunches

North Tower Meeting Rooms, Grand 1–2

6–7 PM Reception Cypress Ballroom

TUESDAY, OCTOBEr 2

7:15–8:45 AMCommittee Business Breakfasts

North Tower Meeting Rooms


8 AM–7 PM Exhibit Hall Open Cypress Ballroom


9 AM–6 PM CLE/CPD ProgramsGrand & Crystal Ballrooms

12:45–2:15 PM Lunch & Program Palms Ballroom

Committee Business Lunches

North Tower Meeting Rooms, Grand Ballroom 9–10 & Crystal NPQ

6–7 PM Reception Cypress Ballroom

WEDNESDAY, OCTOBEr 3


8–11 AM Exhibit Hall Open Cypress Ballroom


9 AM–12:30 PM CLE/CPD ProgramsGrand & Crystal Ballrooms

Schedule of EventsAll events below take place at the Orlando World Center Marriott.

IN THE EXHIBIT HALLComplimentary Wi-Fi is provided in both the meeting rooms and the exhibit hall. Look for the “ACCAM2012” signal and connect. It’s that easy.

Alliance partners—Save time and money on high-quality resources important to in-house counsel. Be sure to follow the signs to savings and play the Alliance game to be entered to win valuable prizes. Tear out the game card in the front of this program guide, visit each alliance partner (as identified in the sponsor listing) and bring your completed entry card to the ACC booth. You could win up to $1,500! Learn, save and win with the ACC Alliance.

ACC Booth (#430)—Need information about your ACC membership? Want to learn how ACC provides solutions to your practice challenges? Stop by and receive personalized guidance that will save you time and money, and teach you to connect with other members. On display will be ACC's new and improved Member-To-Member App (M2M). This app allows you to find and contact other members at the meeting and beyond. View your sessions, exhibitors, and more.

ACC Value Challenge—Interested in improving the value of your legal spend—internal and external? Stop by the ACC booth (#430) for a tour of the revamped ACC Value Challenge website. Check out the trove of online resources, such as the popular primers on value-based fees, strategic staffing, project management and legal process outsourcing; and learn about the executive skill development workshops, “Legal Service Management.” Already a value pro? Stop in to see how to put in a nomination to be a 2013 ACC Value Champion.

ONSITE BUSINESS SERVICESFedEx Office—Need to ship a box home or to the office? Have a large copy job? Visit FedEx Office across from the Crystal Ballroom during the meeting. Hours: Sunday, 7 AM–4 PM; Monday–Wednesday, 7 AM–7 PM.

Information Booth—Have a question that you can’t find the answer to? Need an ACC staff member? Stop by the Information Booth across from the Crystal Ballroom, indicated by a on the map (page 6).

ACC’S CONTRACT ADVISOR DEMOCreate, analyze and benchmark your

contracts. Learn about this new powerful contract drafting tool during the meeting.

Demonstrations will be held in the ACC Classroom (located in the exhibit hall):

Sunday at 6:15 PM, Monday at 4:10 PM and 6:15 PM and Tuesday at 6:15 PM. Visit the

ACC Booth in the Exhibit Hall for more details.

ABOUT THE PROGRAMCLO Club returns—As part of our effort to expand services to our Chief Legal Officer members, we are pleased to announce the reintroduction and expansion of The CLO Club. The CLO Club provides special programs tailored just for CLOs. This exclusive, invitation-only programming features CLO-only sessions, programs relevant to small, medium and large law departments, sessions designed to appeal specifically to the CLO level, and peer-to-peer networking opportunities.

If you are a Chief Legal Officer and want to attend, but did not preregister, please visit ACC registration (Convention Center Entrance) to inquire about eligibility and availability. These meetings are for Chief Legal Officers only and space is limited. The CLO Club is not open for general admission.

Course Materials—Personalized electronic course materials were sent to all full conference attendees before the meeting. The most updated versions of all course materials are always available. Use the link within your registration confirmation to access the materials. You can easily have your confirmation resent via am.acc.com.

Daily Update Emails—Check your inbox for the Daily Update Email and get the highlights and updates you need to make the most of your annual meeting experience.

Evaluations—What did you think about the sessions you attended? How was the meeting overall? Share your thoughts with ACC and help us to make future programs better. Complete evaluations at the ACC booth, via the link within the mobile app, or fill out the hard copy evaluations within this program guide and return them to any ACC staff member. After the meeting, visit am.acc.com and let us know your thoughts.

recorded Sessions—Can’t make it to all the sessions you want to at the meeting? Through ACC’s partnership with West LegalEdCenter, most sessions from this meeting will be available online after the meeting. ACC members receive preferred pricing for all ACC-produced CLE programs. Visit www.acc.com/onlinecle after the meeting and listen to the sessions you missed.

GET MOVING WITH YOGA & pILATES

Join your fellow attendees for a complimentary yoga/pilates class on Monday, Tuesday, and

Wednesday mornings from 7–7:45 AM in Crystal N–Q. Towels provided. Space is limited.

No sign up required.

M2M

Get Connected!ACC’s M2M app has an entire section dedicated to the Annual Meeting.

With the app, you can:• View your schedule and all

sessions• Find exhibitors and view maps• Connect with other attendees• And more!

The app is available for your iPad, iPhone, Blackberry or Android device. Download it now and get connected!

www.acc.com/community

(Scan this code to go right to the page!)

AM12 Mbrshp M2M program guide ad.indd 1 8/30/12 11:25 AM

10

CLE/CPD INFORMATION

All attendees who desire Continuing Legal Education/Continuing Professional Development (CLE/CPD)

credits must confirm their attendance after the meeting to obtain a Certificate of Attendance

and, in jurisdictions where applicable, report those credits to the requested jurisdiction(s).

Please be advised, if you do not confirm your attendance information by the October 19th deadline, ACC will NOT be responsible for reporting your credits to your requested jurisdiction(s).

Important UrLsTo retrieve your Certificate of Attendance: https://www.multisoftevents.com/acccle/AM12.aspx

For detailed CLE/CPD Information and Reporting Requirements: https://www.multisoftevents.com/accam12/CLEDetails.aspx

Other CLE/CpD Questions?Contact Tiffany Merklinger at +1 202.293.4103, ext. 820 or [email protected].

Checklist for earning CLE/CpD for your Annual Meeting sessions:

AT THE MEETING: LET THE rFIDs DO THE WOrK FOr YOU Using a tag embedded in your badge, the RFIDs will record your session entrance and exit times and let ACC

know when you were in a session for more than 60 minutes, so we can give you credit for it. See the following page for more information on how the RFIDs work.

BETWEEN MONDAY, OCTOBER 8th and FRIDAY, OCTOBER 19th: CONFIrM your attendance and retrieve your Certificate of Attendance.

1. Visit https://www.multisoftevents.com/acccle/AM12.aspx 2. Log in using your Registration ID number (located on your name badge) and email address 3. Follow the steps through to downloading your Certificate(s) of Attendance

ONCE YOU HAVE YOUR CERTIFICATE: SUBMIT any supplemental forms to your jurisdiction(s) and, in jurisdictions where required, report your attendance.

NOTE: In most jurisdictions, ACC will take care of reporting your credits for you!

Visit https://www.multisoftevents.com/accam12/CLEDetails.aspx to learn more

about your jurisdiction’s reporting requirements.


CLE/CPD INFORMATION

rFID (radio Frequency Identification) FAQs

Just walk on in and grab a seat!

With the RFID tag in your badge, there’s no need to scan, wave, or swipe in and out of

sessions. The RFID technology embedded in your badge will electronically record your

attendance without slowing you down.

Can you track where I am throughout the convention center?No, the RFID tag is not a GPS. We can only record your attendance when you pass through one of the RFID gates.

What information is embedded in the tag?Only your registration ID and general contact information is connected to the RFID tag. No more information than what you would find on your business card.

What if I lose my badge?Not a problem! Just come to registration to pick up a new badge. The attendance records are tied to your registration ID, so there’s no disruption to your attendance recording.

How do I know if the rFID recorded my attendance?The RFID gates will not beep or light up in any way when you pass through them, so on this one, we ask you to please trust us.

And don’t worry—unless you microwave your badge or cut it in half, the RFID tag will keep doing the work for you.

If you have any questions or concerns with using the RFID technology, just stop by registration to speak with an ACC staff member. If you’re not comfortable using the RFID technology, you can manually sign in and out of every session you attend using the sign-in sheets located at registration.

A special thank you to Norton rose Canada LLp for making this technology possible.

12

NETWORKING

LunchesGENERAL NETWORKING LUNCHMONDAY, OCTOBER 1Lunch: 12:45–1:15 PMprogram: 1:15–2:15 PMroom: Palms Ballroom

Get to know your colleagues over lunch. There are no assigned tables, so grab an open seat and talk to your peers who can help you find solutions to persistent problems or link up with existing networks.

A special thank you to Lex Mundi for sponsoring this lunch.

MEET YOUR IN-HOUSE NEIGHBORS LUNCHTUESDAY, OCTOBER 2Lunch: 12:45–1:10 PMprogram: 1:10–2:15 PMroom: Palms Ballroom

Do you want to get to know your local chapter leadership and find out what’s planned for the coming year? Do you have an idea that you would like the chapter to consider? Don’t miss this gathering, where you can learn how to become more involved in chapter activities and meet other in-house attorneys in your local area. Tables are assigned by region, so even if you don't have a chapter, you can still meet in-house attorneys in your province or country. The chapter lunch is informal (no need to RSVP); reserved tables will be available on a first-come basis.

Just for New Members and First Time AttendeesMONDAY, OCTOBER 1, 7:30–8:30 AMROOM: HARBOR BEACH & MARCO ISLANDAre you new to ACC? Is this your first ACC Annual Meeting? If the answer is “yes,” you should plan to attend this informal new-member/first-timer orientation on Monday, October 1. Join your peers for breakfast, hear from ACC leaders on member benefits, view a live demonstration of ACC’s online resources, and share the first-time attendee experience with other in-house practitioners.

A special thank you to Applied Discovery® for sponsoring this breakfast.

Connect Now

/ AssnCorpCnsl

www.acc.com/m2m

Are you on Twitter? Would you like to learn more about Twitter and meet the faces behind ACC's @ACCinhouse Twitter account? Meet us at the Tweet-up on Monday at 2:15 PM in the 30th Anniversary Lounge.

Twitter Education: Join us at the ACC booth (#430) on Tuesday from 10–11 AM and get the answer to all of your Twitter related questions. Can’t make this time? Twitter education handouts will be available at the booth throughout the meeting.

/ ACCinhouse; @ACCinhouse; #ACCAM12




NETWORKING

Committee receptionsFor more details on each event, please visit the appropriate sponsor booth in the Exhibit Hall. Booth listings are available on page 71.

SUNDAY, SEPTEMBER 30Start: 3:30 PMEnvironmental & Sustainability – Saul Ewing LLPLocation: Courtyard Terrace, Marriott World Center – Main Level

Start: 8 PMEnergy – SutherlandLocation: High Velocity, Marriott World Center – Lobby Level

MONDAY, OCTOBER 1Start: 7 PMFinancial Services – SNR DentonLocation: Hawk’s Landing Golf Course Bar and Terrace, Marriott World Center – Lobby Level

Start: 7 PMIntellectual Property – Kilpatrick TownsendLocation: Norman's Restaurant, The Ritz-Carlton, Orlando (transportation provided)

Start: 7 PMLaw Department Management – Huron LegalLocation: Courtyard Terrace, Marriott World Center – Main Level

Start: 8:30 PMNew to In-house – Womble Carlyle Sandridge & Rice, LLPLocation: Jimmy Buffet’s Margaritaville, Universal City Walk, 6000 Universal Plaza, Orlando (transportation provided)

TUESDAY, OCTOBER 2Start: 8 PMSmall Law Department – MeritasLocation: Cuba Libre, Pointe Orlando, 9101 International Drive, Orlando (transportation provided)

Start: 9 PMSports & Entertainment – Ogletree DeakinsLocation: High Velocity, Marriott World Center – Lobby Level

receptionsSUNDAY, SEPTEMBER 30, 5:30–7 PMMONDAY & TUESDAY, OCTOBER 1–2, 6–7 PMROOM: CYPRESS BALLROOMJoin us each evening in the Exhibit Hall for an opportunity to meet and chat with your peers, find solutions from law firms and legal service providers, and enjoy drinks and hors d’oeuvres.On Sunday, the exhibit hall opens earlier to allow you more time to connect with other members and sponsors.

Committee Business MeetingsEveryone is invited! You don’t have to be a committee member to attend and attendance doesn’t mean you have to make a time commitment! Participation in ACC’s Committees offers an opportunity to benchmark with peers and recognized industry leaders. We encourage your attendance at any of the committee business breakfast or lunch meetings so that you may learn more about the broad range of activities offered. These meetings also present an opportunity to participate in planning future Annual Meetings.

COMMITTEE BUSINESS MEETING SCHEDULE

MEETING rOOM

MONDAY, OCTOBEr 1, 12:45–2:15 pM

Employment & Labor Grand 1–2

Health Law Key Biscayne

Law Department Management (Leadership – Strategy – Operations)

Puerto Rico & St. Thomas

Litigation Aruba & Bahamas

Real Estate Harbor Beach & Marco Island

Small Law Department Vinoy & Sawgrass

TUESDAY, OCTOBEr 2, 7:15–8:45 AM

Compliance & Ethics Harbor Beach

Environmental & Sustainability Key Biscayne

Financial Services Key West

Insurance Staff Counsel West Indies

Intellectual Property Grand Cayman, Puerto Rico, St. Thomas

Sports & Entertainment Key Largo

TUESDAY, OCTOBEr 2, 12:45–2:15 pM

Corporate & Securities Grand Cayman, Puerto Rico, St. Thomas

Energy Key Largo

International Legal Affairs Harbor Beach

IT, Privacy & eCommerce Grand Ballroom 9–10

New to In-house Crystal NPQ

Non-Profit Organizations Aruba & Bahamas

14

WITH APPRECIATION

Every FACULTY MEMBER for sharing your knowledge and experience with your peers;

Jonathan Oviatt, 2012 Chair and, Thomas Sabatino, 2013 chair-elect, for your support,

vision and leadership;

Special thanks to our committee leaders and all members who responded to our call for

programs and volunteered their time and expertise as faculty and otherwise to make this

another successful Annual Meeting;

All past Board Chairs, many of who are at this meeting, for so generously donating countless

hours of their invaluable time and effort in pursuit of the goals of the organization;

Our sponsors, who contribute not only financially, but also educationally, by giving

ACC members the opportunity to learn m ore about the latest products, services, and

technological advancements within the legal industry;

AND MOST IMPORTANTLY, YOU, the participants, without whom this meeting would

not be possible.

We hope you enjoy the meeting and gather useful information to better serve your

corporate clients.

Please share your thoughts about the meeting with ACC staff, located throughout the meeting

and at the Information Booth or by completing our evaluations (online and in this program guide).

We’re here to serve you and help you make the most of your Annual Meeting experience!

YOUR STAFFMoustafa W. Abdel-Kader, Tiffani Alexander, Anne Baccich, Maggy Baccinelli, Charla Bason, Sharon Belch, Danielle Boshart, Sabrina Bosse, David Breffitt, Kevin Buck, Russ Capps, Michelle Charles, Marthea Davis, Pablo de la Llama V, Dominique Evans, Liang Ge, Paul Goatley, Robin Grossfeld, Shae Harrold, Linda Henderson, Lauren Hoffman, Warren Hope, Kim Howard, Lucy Jones, Linda Kelly, Meredith King, Karl Kreiner, Sean Malone, Derede McAlpin, John McAndrew, Susanna McDonald, Zenneia McLendon, Jim Merklinger, Victor Morales, Catherine J. Moynihan, Aracely Muñoz Petrich, Rachel Okolski, Juan Ortiz, Corrine Oshumare, Kristina Parker, Jinna Pastrana, Tori Payne, Maritza Quintero, Kirsten Rice, Veta T. Richardson, Christine Rogers, Aaron Rothman, Amar Sarwal, Evan P. Schultz, Michaelle Shultz, Saba Siddiqui, Rick Stolpner, Caroline W. Sweeney, LaToya Tapscott, Antje Teegler, L. China Terrell, K. Brent Thomas, Allysun N. Trifunovic, Liza Trey, Julien Valliorgues, Jim Way, Alexandra Wesley, J.D. White, Samantha Wolfe, Debra Woodfork, and Sheng Zhao.

OUr DEEpEST ApprECIATION AND THANKS TO THE FOLLOWING FOr THEIr UNENDING SUppOrT:


WITH APPRECIATION

A special thank you to the following sponsors for their generous support of ACC.

Sunday Leadership Dinner Iron Mountain

Monday New Member Breakfast Applied Discovery®

Monday Continental Breakfast & Pens Bloomberg Law

Monday General Lunch Lex Mundi

Monday Espresso Bars TerraLex

Monday CLO Reception, RFID Technology,Tuesday Continental Breakfast Norton rose Canada LLp

Badge Holders & Lanyards Deloitte Financial Advisory Services LLp

Conference Bags TyMetrix

Column Wraps Datacert, Intralinks, Nuix, TyMetrix

Mobile App LexisNexis

Hotel Key Cards SNr Denton

Hotel Room Drops Iron Mountain, LexisNexis, Thomson reuters, Gowlings, Acuity Management Solutions

Central Florida Chapter Welcome Center Huron Legal

16

ACC AWARD WINNERS

EXCELLENCE IN CORPORATE PRACTICE AWARD2012: Mark roellig, Massachusetts Mutual Life

Insurance Company (MassMutual)

2011: William Mordan, Reckitt Benckiser

2010: Jeffrey W. Carr, FMC Technologies, Inc.

2009: David R. Allgood, Royal Bank of Canada

MEMBER OF THE YEAR AWARD(Robert I. Townsend, Jr. Award)

2012: russ Dempsey, United retirement plan Consultants

2011: Sanjeev Dhawan, Hyrdro One Networks, Inc.

2010: William Davis Harn, Southern California Edison Company

2009: John Tanner, McGriff, Seibels & Williams, Inc.

OUTSTANDING COMMITTEE MEMBER OF THE YEAR AWARD(Jonathan S. Silber Award)

2012: robert Falk (Nonprofit Organizations Committee)

L. Shawn Cheadle (Law Department Management Committee)

2011: Ed Farren (Employment & Labor Committee)

Nicole Spaur (Energy Committee)

2010: Amar Sarwal (Litigation Committee)

Amy E. Loggins (Employment & Labor Law Committee)

P. Bartlett Wu (Corporate & Securities Law Committee)

2009: Jeffrey R. Stern (IT, Privacy and eCommerce Committee)

2008: Kimberly W. White (Compliance & Ethics Committee)

Carol Rick Gibbons (Employment & Labor Law Committee)

John DeGroote (Litigation Committee)

OUTSTANDING COMMITTEE OF THE YEAR AWARD2012: Employment & Labor Committee and

Small Law Department Committee

2011: Employment & Labor Committee

2010: Employment & Labor Law Committee and Litigation Committee

2009: Employment & Labor Law Committee

2008: Employment & Labor Law Committee and New to In-house Committee

MOST IMPROVED COMMITTEE OF THE YEAR AWARD2012: International Legal Affairs Committee

2011: Environmental & Sustainability Committee

2010: Energy Committee

OUTSTANDING COMMITTEE SPONSOR AWARD 2012: Jackson Lewis LLp

2011: Jackson Lewis LLP

2010: Jackson Lewis LLP

2009: Womble Carlyle Sandridge & Rice, PLLC for New to In-house Committee and Jackson Lewis LLP for Employment & Labor Law Committee

OUTSTANDING CHAPTER OF THE YEAR AWARD2012: Austin, St. Louis, San Diego and Delaware

Valley Area (DELVACCA) Chapters

2011: Southern California (ACCA-SoCal), Central Ohio, Colorado and North Florida Chapters

2010: Delaware Valley Area (DELVACCA); San Francisco Bay Area; San Diego and South Central Texas Chapters

2009: Southwest Ohio, Dallas Ft.-Worth, Southern California (ACCA-SoCal), and Washington Metropolitian Area (WMACCA) Chapters


MEMBERSHIP EXCELLENCE AWARD2012: Southwest Ohio, Charlotte, Ontario and

Washington Metropolitan Area (WMACCA) Chapters

2011: Chicago, Houston, St. Louis and South Carolina Chapters

2010: Northeast, Michigan, and Mountain West Chapters

2009: Israel, Charlotte, St. Louis and Chicago Chapters

CHAPTER ACHIEVEMENT AWARD2012: Central Florida, Chicago, Greater New York,

Houston, New Jersey (NJCCA) and San Francisco Bay Area Chapters

2011: Austin, Charlotte, Dallas Fort Worth, Houston, Northeast Ohio, South Carolina, Southwest Ohio, St. Louis and West Central Florida Chapters

2010: Central Ohio, Chicago, Colorado, Houston, Mountain West, San Diego, South Central Texas and St. Louis Chapters

TO VIEW PAST AWARD WINNERS, VISIT WWW.ACC.COM/ABOUTACC/AWArDS

ACC CORPORATE PRO BONO AWARD2012: Dell Inc. Legal Department

2011: Randy S. Milch and the Verizon Communications Law Department

2010: Laura Stein, Senior Vice President and General Counsel and The Legal Department of The Clorox Company

2009: James B. Buda and the Legal Department of Caterpillar Inc.

DIVERSITY AWARD(Matthew J. Whitehead, II Award)

2012: John E. page, Vice president, General Counsel and Corporate Secretary, Golden State Foods

2011: Laurie N. Robinson, Senior Vice President and Assistant General Counsel, CBS Corporation

2010: Bruce Kuhlik, Executive Vice President and General Counsel and The Legal Department of Merck & Co, Inc.

2009: Michele Coleman Mayes and the Legal Department of The Allstate Corporation

30 years. 30,000 members. A promising future. From its start 30 years ago as a small group of in-house counsel in the United States, ACC has evolved into a global association with over 30,000 members in more than 75 countries. And we’re continuing to innovate and change to meet the needs of an increasingly diverse membership.

Help us celebrate. Learn more about ACC’s history, post photos, and complete a crossword to win prizes.

www.acc.com/30

30 @ 30

AM12 Mbrshp 30th general program guide ad.indd 1 8/30/12 11:28 AM

©2012 Bloomberg Finance L.P. All rights reserved. 0812 JO9085

www.bloomberglaw.com 888-560-BLAW

Visit booth 503 for more information on Bloomberg Law® and to learn how you can sign up for a trial.

LAW OF BUSINESS.BUSINESS OF LAW.

SUCCEED IN TODAY’SMARKETPLACE WITH THE RESOURCE FOR LEGAL,BUSINESS, AND NEWS INFORMATION

/////////

9085 BLAW ACC Conference Journal ad.indd 1 8/9/12 4:02 PM

PROGRAM DETAILS MONDAY, OCTOBER 1

STAY CONNECTED



/ ACCinhouse;@ACCinhouse; #ACCAM12

/ AssnCorpCnsl

19

PROGRAM DETAILS

ACC's 2012 ANNUAL MEETING | WHERE IN-HOUSE COUNSEL CONNECT | AM.ACC.COM

MONDAY, OCTOBER 1

100 DRIVING CHANGE

ACC Chair’s Choice—Charting the Way Forward: The Growing Influence of the In-house BarRoom: Grand 7BHaven taken center stage in the global legal profession over the past three decades, the in-house bar confronts a wide array of challenges, from archaic rules governing their right to practice to the growing lack of privilege protection around the world to prosecutors and regulators targeting in-house counsel for the alleged misconduct of their clients. These pressures, coupled with the ethical rules' inability to keep up with the modern realities of legal practice, require the members of the in-house profession to stand together with one voice to advance the unique perspective they share in jurisdictions across the world. After reviewing current ACC advocacy priorities and activities, this panel will lead an interactive discussion about what ACC and its members can do to educate regulators, the judiciary and our other stakeholders about the increasing influence of the in-house bar.

Jonathan J. Oviatt, Chief Legal Officer and Secretary, Mayo Clinic; Thomas J. Sabatino, Executive Vice President, General Counsel

& Corporate Secretary, Walgreen Co.; Dirk P. Tirez, General Counsel and Corporate Secretary, bpost (the Belgian Post);

Danette Wineberg, Former Vice President, General Counsel, The Timberland Company

SESSIONS 9–10:30 AM

BREAKFAST 8–9 AM | CYPRESS BALLROOM

A special thank you to Bloomberg Law for sponsoring this morning’s breakfast.

Need an espresso, cappuccino or latte to go with your breakfast? Get yours today in the exhibit hall at the TerraLex espresso bars between 8 AM–5 PM. A special thank you to TerraLex for these specialty drinks.

7:30–9 AM

SOLD OUT So You Want to Teach Law School?Room: West IndiesLearn about getting a course approved, developing course materials, resources available to help you get started and other tips from ACC members currently teaching about the in-house practice at their local law school. Join this interactive discussion over breakfast. Space is limited. No CLE credit available.

Fred Krebs, Senior Advisor, Association of Corporate Counsel & Clearspire LLC; John Villa, Partner, Williams & Connolly LLP;

Danette Wineberg, Former Vice President, General Counsel, The Timberland Company

20

PROGRAM DETAILSMONDAY, OCTOBER 1




200 COMPLIANCE AND ETHICSPresented in cooperation with AlixPartners, LLP

Strategies for Keeping a Whistleblower Claim In-houseRoom: Grand 8AThe sharp increase in whistleblower claims has put companies and their in-house counsel on high alert. Deal with an issue before it escalates into a problem, and there is a good chance you’ll prevent further damage. Acquire prescriptive guidance on how you can take a proactive role in minimizing the risk that possible violations of securities laws are occurring undetected or that a whistleblower is prepared to contact the SEC. Jay Cohen, SVP & Chief Compliance Officer, Assurant, Inc.; Richard Grime, Partner, White Collar Defense and Corporate Investigations Practice,

O’Melveny & Myers, LLP; Susan Markel, Managing Director, AlixPartners, LLP; Sean McKessy, Chief of the SEC’s Office of Whistleblower,

Securities and Exchange Commission; Brian Sumner, Counsel, Alcoa Inc.

300 CONTRACTS AND NEGOTIATIONSPresented in cooperation with Sullivan & Worcester LLP

Drafting and Enforcing restrictive Covenants Around the WorldRoom: Crystal G2Discover the elements and process of drafting and ensuring maximum enforcement of noncompetition, nonsolicitation, nondisclosure and assignment of inventions agreements for US-headquartered multinational organizations, with employees and service providers resident and performing services in multiple jurisdictions worldwide. Learn about the duration of the restrictive period (including post termination), the geographic scope, the definition of competitive business, adequacy of consideration and the need for additional compensation for validity, the applicability of the “blue pencil” doctrine, and choice of law and use of arbitration. You will receive a model Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement, which was recently the subject of litigation in an international arbitration involving a multinational private company and a former senior member of the organization; in which the arbitrator wrote a lengthy decision finding in favor of the company.

Susan Barnard, Partner, Sullivan & Worcester LLP; Diane Carman, Chief Corporate Counsel & Compliance Officer, Gamesa Technology Corp., Inc.;

Kathleen Lundy, General Counsel, Monitor Company Group Limited Partnership; Laura Steinberg, Partner, Sullivan & Worcester LLP

400 CORPORATE AND SECURITIESPresented in cooperation with Sutherland Asbill & Brennan LLP

How to Negotiate a Settlement with the SECRoom: Crystal G1The Securities and Exchange Commission enforcement program promises to be more aggressive than in the past. What should your company do if it finds itself in the SEC’s sights? Discover what happens behind closed doors during settlement negotiations with the SEC. Hypothetical scenarios and role-playing will facilitate a model face-to-face

“negotiation” with the SEC, providing insight into negotiating the terms and the language of a settlement order, including penalties, charges, mitigation language, and whether employees are named as defendants or respondents. You will also witness mock “closed-door” conversations in which in-house and outside counsel huddle to determine what they are willing to accept and how to negotiate with the SEC. (At the end of the session, the speakers promise that no participants in the audience will be forced to pay a penalty to the SEC or be enjoined from any conduct.)

Deborah Heilizer, Partner, Sutherland Asbill & Brennan LLP; Christopher Laia, Senior VP, Enterprise Compliance & Ethics, USAA; Brian Rubin, Partner, Sutherland Asbill & Brennan LLP; Peter Schneider, EVP, General Counsel, Corporate Secretary, and Chief Administrative Officer, Primerica, Inc.

21

PROGRAM DETAILS


MONDAY, OCTOBER 1

500 EMPLOYMENT AND LABORPresented by the Employment & Labor committee and the Litigation committee

Top 10 Issues to Consider Before resolving an Employment DisputeRoom: Crystal HEmployment law disputes aren’t assessed, handled, fought or settled in a vacuum. Unlike commercial claims, managers and employees generally know the plaintiff(s) and may have an emotional stake in the outcome. Settling an employment claim may hurt workplace morale, undermine a manager’s authority or invite claims from co-workers who assume a big payout. On the other hand, a trial may embarrass managers or the organization, create a significant business distraction and increase the risk of future claims as private facts become public record. This session will highlight key considerations in deciding how to handle a range of employment disputes and include special discussion about whether and how to participate in the government agency processes, including fact-finding and agency mediation.

Michael Booden, Counsel, YMCA of Metro Chicago; Peter Hughes, Shareholder, Ogletree Deakins; Elizabeth Rader, Associate Counsel, The

Cleveland Clinic Foundation; David Stringer, Assistant General Counsel, The Progressive Group of Insurance Companies

600 INTERNATIONALPresented by the International Legal Affairs committee

practical Considerations for Establishing a Successful Business in ChinaRoom: Crystal J1Firms seeking access to the vast and growing Chinese marketplace often find it necessary to establish a business presence in China. To be successful, the right decisions must be made in determining how to do so. Discover the critical factors to consider in deciding whether and how to form a joint venture with a Chinese partner or to invest in a wholly-owned foreign entity, including issues arising from Chinese foreign ownership restrictions, as well as issues relating to technology transfers, protecting IP, leasing property, hiring staff, dealing with local governments and establishing banking relationships in China.

Andrea Charters, Associate General Counsel, Rosetta Stone; Audrey Chen, Partner, Jun He Law Offices (Lex Mundi);

Lee Cheng, General Counsel, VP of HR, and Corporate Secretary, Newegg; Christian Na, Deputy General Counsel, Circor International, Inc.

900 INTELLECTUAL PROPERTYPresented by the Intellectual Property committee

Hot Topics in Ip—Epic Battles: patent Wars, Trademark Throwdowns and Copyright Clashes—How Increasing Litigation Affects the Industry and Your CompanyRoom: Grand 7AAttend this session for updates on developments in copyright, trademark and patent law.

Cynthia Beverage, Litigation Counsel, ST Ericsson; Sheri Gates McGaughy, Vice President, Legal, The Weather Channel, LLC;

Joseph Petersen, Partner, Kilpatrick Townsend; Monica Winghart, EVP and General Counsel, Article One Partners

22





1000 LITIGATION AND DISPUTE RESOLUTIONPresented by the Litigation committee and the Law Department Management committee

response required! Legal Holds for the Small and Large EnterpriseRoom: Crystal J2In 2011, of 100 judicial opinions addressing e-discovery, 42 percent assigned sanctions (with the majority for preservation and spoliation issues). Learn how you can lead your company in integrating records and discovery through the use of technology to make managing and executing legal holds easier, while increasing compliance and decreasing costs—even for a small law department. Discover the importance of legal hold language and preservation techniques.

Murphy J. Burke III, Vice President & Assistant General Counsel – Litigation, Zurich Corporate Law; Dean Gonsowski, eDiscovery Counsel,

Symantec Corporation; Daniel Lim, Vice President, Deputy General Counsel, Guidance Software, Inc.; Raquel Tamez, Deputy General Counsel,

Computer Sciences Corporation

1100 SMALL LAW DEPARTMENTPresented by the New to In-house committee

Welcome to rookie Camp: Ten Things Every New In-house Lawyer Should KnowRoom: Grand 4–6New in-house practitioners need to get to know the business, partner with your clients early, learn that “just saying no” won’t work, know the policies and procedures governing the organization, have a sense of urgency to your responsibilities, write for your audience, “put the hay where the horses can reach it,” demonstrate everyday value, communicate, be wary of “lawyer-shopping,” manage outside counsel relationships and costs carefully, never provide bad news without options, own your responsibilities, provide training to prevent problems, comply timely with internal reports and develop rapport and learn from colleagues. Attend this session to learn how!

Matthew Dean, Vice President and General Counsel, Emerson Network Power; Daniel Harper, Vice President, Corporate Counsel, and

Secretary, Océ North America, a Canon Group Company; David Susler, Associate General Counsel, National Material L.P.

1200 ENVIRONMENT AND ENERGYPresented by the Environmental & Sustainability committee and the International Legal Affairs committee

Across the Atlantic: Comparing Environmental Law in the United States and the European UnionRoom: Crystal K–LAttend this session to learn about environmental laws that affect multinational companies in the US and the EU, and uncover suggested approaches and best practices to ensure that your company is compliant on both sides of the Atlantic. Panelists will provide best practices and case studies, including sample compliance programs.

Ann Marley Chilton, ERM Global Compliance Officer, Environmental Resources Management, Inc.; Mark Errington, Global Practice Leader; M&A

Transaction Svcs, ERM; Carlos de Miguel Perelas, Abogado, Uria Menendez; Andrew Perellis, Partner, Seyfarth Shaw LLP;

Doreen Zankowski, Partner, Saul Ewing LLP

BREAK 10:30–11 AM | CYPRESS BALLROOM

23

PROGRAM DETAILS


MONDAY, OCTOBER 1

101 DRIVING CHANGEPresented in cooperation with DLA Piper

pro Bono partnerships Mean Greater Value From Your Outside CounselRoom: Crystal A–BDon’t have time for pro bono work? Think again. Learn how to crack the untapped value of your outside counsel through partnering on pro bono initiatives. Leverage programs readily available and willing to take on additional team members. The speakers will share insights from their considerable experience to help you ask the right questions, highlight best practices from real clients, and reveal pitfalls to avoid in making the pro bono experience a win–win for all involved. DLA Piper partners with more than 15 clients on in-the-field pro bono work, while the Pro Bono Institute advises and guides these relationships for maximum value. Participate in roundtable discussions to develop topics and plans, then wrap up with review items and questions and answers.

Celeste Como, Corporate Attorney, Verizon Wireless; Lisa Dewey, Pro Bono Partner, Director New Perimeter, DLA Piper; Bruce Ives, Deputy

General Counsel, Hewlett Packard; Stasia Kelly, Partner, DLA Piper; Eve Runyon, Director, Corporate Pro Bono, Pro Bono Institute

201 COMPLIANCE AND ETHICSPresented in cooperation with Deloitte Financial Advisory Services LLP

Third-party ComplianceRoom: Crystal G1Companies are increasingly dependent upon indirect sales channels and interactions with third parties to increase and maintain their positions in emerging markets. At the same time, US and other international regulators are beginning to focus on those relationships and evaluate the appropriateness and effectiveness of a company’s risk assessment and due diligence of the third parties with whom they do business. Under certain circumstances, companies have had the actions of the third parties attributed to them—a risk corporate legal teams need to consider. For many companies, which can have thousands of third-party relationships, an effective third-party relationship risk management program is essential. Acquire insights into what your company should look for in effective systems, how to navigate the many options available in the marketplace and learn from actual case studies.

Deanna Slocum, Sr. Director, Ethics & Compliance Program, VMware; Natasha Wyss, Senior Vice President and Associate General Counsel,

Global Business Compliance, Thomson Reuters; Joe Zier, Partner, Deloitte Financial Advisory Services LLP

301 CONTRACTS AND NEGOTIATIONSPresented by the New to In-house committee

To Dig In or Give In: risk Analysis in Contract NegotiationRoom: Crystal HHow does an in-house attorney focus on risk analysis in contract negotiations? Look at metrics and quantitative methods of analyzing deal points to determine if best practices are truly the best solution for a given situation.

Tammy Brandt, General Counsel, ServiceMesh, Inc.; Stacey Mollohan, Senior Corporate Counsel, Travelport;

David Mowry, Senior Counsel, Xerox Corporation

SESSIONS 11 AM–12:30 PM

24





401 CORPORATE AND SECURITIESPresented by the Corporate & Securities Law committee

Conducting Efficient Due DiligenceRoom: Grand 7BDue diligence is the cornerstone of M&A practice, but conducting efficient due diligence requires striking a balance between the near-term negotiation of the acquisition agreement and the longer-term, post-closing integration of the companies. This program will provide you with the tips and practice pointers necessary to run an efficient due diligence process.

Douglas Abell, General Counsel, Chief Compliance and Privacy Officer and Corporate Secretary, Curo Health Services, LLC;

Shawn Bunting, Vice President, General Counsel & Secretary, American Water Enterprises, Inc.;

Jeff Mittleman, Partner, Holland & Knight; Alan Tse, Executive Vice President & General Counsel, Churchill Downs Incorporated

501 EMPLOYMENT AND LABORPresented in cooperation with FordHarrison LLP

proving a Disability Under the ADAAA: The Big Easy?Room: Crystal J1Review important changes to the Americans with Disabilities Act (ADA) and new regulations issued by the EEOC implementing the ADA Amendments Act. This interactive session will bring a complicated subject to life with many examples and case scenarios. Learn how the ADAAA has dramatically changed how employers must approach sick and injured employees.

Grant Dearborn, Corporate Attorney, Health First, Inc.; John Gronda, Vice President, Counsel for Labor, Employment and Employee Benefits,

Harris Corporation; Andrew Hament, Partner, Ford & Harrison LLP; Cathi Hunt, Director, Corporate Counsel, Starbucks Coffee Company


Doing Business Overseas: Advanced Legal Issues with Managing International SubsidiariesRoom: Crystal J2This program will examine advanced issues that United States companies face when managing legal operations abroad or when they have subsidiaries operating in foreign jurisdictions. The program will start from the premise that foreign operations are already in place, and that counsel are familiar with basic legal issues in starting operations overseas. Using a roundtable format, the panel will discuss a number of issues facing counsel, including the intersection of Sarbanes-Oxley, FCPA, Dodd-Frank and the UK Bribery Act and the resulting legal issues; effectively managing legal issues, local employees and negotiation through cultural lenses; and managing human resource issues both at home and abroad.

Ross Booher, Partner, Bass, Berry & Sims (Lex Mundi); Brett Coffee, General Counsel/VP of Business and Corporate Affairs, Computer

Systems Center Incorporated; Lee Reichert, General Counsel, Molson Coors International, Molson Coors Brewing Company;

Stanley Sherwood, International Tax Counsel, PPR

25

PROGRAM DETAILS


MONDAY, OCTOBER 1

701 TECHNOLOGYPresented by the Health Law committee and the IT, Privacy & eCommerce committee

Social Media risk & responsibility in the Use of Health Care TechnologyRoom: Crystal K–LLearn how social media affects health care providers, group practices, pharmaceutical and medical devices companies. Discover what technology is used in the hospital and health care settings, and be advised of new guidance provided by the FDA with regard to social media.

Kenny Johnson, Senior Corporate Counsel, Quest Diagnostics Incorporated; Linda Kearney, Managing Senior Associate General Counsel,

Wellpoint, Inc.; Kimberley Overs, Assistant General Counsel, Pfizer, Inc.; Andy Serwin, Chair: Privacy Security and Information Management

Practice, Foley & Lardner LLP

801 LAW DEPARTMENT MANAGEMENTPresented by the Law Department Management committee

Training Your ClientsRoom: Grand 8AIdeally, business clients should be sufficiently knowledgeable and empowered to handle routine matters without having to consult the legal department. On the other hand, the legal department should be able to focus on matters that advance the organization’s strategic objectives and react to higher risk issues. Business clients need training, so attend this session to learn what training and information your law department should provide to its business-side clients so they can do their jobs and minimize the time the law department spends on routine, reactive issues. Learn also how to teach your attorneys to train their clients.

Kevin Clem, Senior Director, Huron Legal; Marcy Hingst, Assistant General Counsel, Bank of America; Amita Kent, Regional Lead Counsel,

Merck Canada Inc.; Elena Kraus, Director/Commercial Transactions, Walgreen Co.; Stephanie Lambert, Managing Counsel, Staples, Inc.

901 INTELLECTUAL PROPERTYPresented by the Intellectual Property committee and the IT, Privacy & eCommerce committee

Ethics and Ip TheftRoom: Grand 4–6Is your company unknowingly stealing the intellectual property of others? Are your employees stealing your company’s IP? Are other companies stealing your IP? Learn what to look for and how to protect your company’s IP, including building a trade secret protection process, confidentiality/NDA agreements, branding, assignment documents and work-for-hire agreements.

John Bates, Contract Negotiations Manager, U.S. Cellular Corporation; Joel Bush, Partner, Kilpatrick Townsend & Stockton LLP;

Larisa Lacis, General Counsel, BTG Systems, Inc.; Ronald Potempa, Associate General Counsel, Infor Global Solutions, Inc.

1001 LITIGATION AND DISPUTE RESOLUTIONPresented by the Litigation committee and the Compliance & Ethics committee

Defensible records retention planningRoom: Crystal G2Learn how a legally defensible retention schedule can allow your organization to streamline its business by clearly identifying items that need to be kept and allowing for disposition of items that are not required to be kept by law or

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Mini-ThinkTank 1: Skills for Managing a Diverse Workforce (By Invitation Only)CLOs striving to best serve their clients by assembling a diverse in-house legal team must be equipped to effectively manage a broad range of cultural expectations and norms. Moderated by Bill Mordan, Senior Vice President and General Counsel for global consumer products company Reckitt Benckiser, this roundtable discussion will provide CLOs the opportunity to exchange strategies for promoting and managing the many types of diversity within their departments.

policy in the normal course of business. Efficiency and IT cost savings are a big driver. The benefit to you is that, during a discovery or regulatory request, the pile of information to sift through is much smaller and more relevant. Discovery downstream is easier if information is reduced. It is also less likely to result in accusations of spoliation because items are disposed of regularly in the normal course of business.

Robert Jett, VP, Deputy Compliance Counsel, RGA Reinsurance Company; Jeffrey Stredler, Senior VP, Litigation Counsel, Amerigroup

Corporation; George Tziahanas, Senior Vice President, Legal and Compliance Solutions, Autonomy, an HP Company

1101 SMALL LAW DEPARTMENTPresented by the Small Law Department committee and the Law Department Management committee

Toolbox for Small Law Departments: Managing Legal on a Nonexistent BudgetRoom: Grand 7AAttend this session to discover: top five technology tools to make small law departments run smoothly; SLD benchmarks for legal budgets and how to leverage other functions such as sales to minimize legal legwork; what to outsource in a small legal department; how to tell when it’s time to increase your staff; and how developing a legal wiki can help your department capture knowledge and avoid reinventing the wheel. Almost all legal advice we give on a daily basis can be standardized into wiki content, resulting in your greater ability to focus on higher-priority tasks. Explore tools for the SLD to increase efficiency and add value to the business; learn about available wiki technology; and hear from others who have engaged this technology to improve their legal services.

Karen Litsinger, Senior Vice President, Corporate Development & General Counsel, Mirixa Corporation; Todd Murtha, Vice President,

Business & Legal Affairs, Nextag, Inc.; Michelle Proia, General Counsel – Americas (Producing Organizations), Mettler-Toledo, LLC

1201 ENVIRONMENT AND ENERGYPresented by the Energy committee and the Compliance & Ethics committee

Mamma Mia—There They Go Again: Dealing with Stricter Energy regulatorsRoom: Grand 11Energy companies are required to comply with myriad laws, rules and regulations. With increased penalty authority for many regulators, staying in compliance is a necessity. Explore several hypothetical compliance cases, participate in determining whether they present compliance problems and suggest how companies should respond to those problems, in collaboration with the speakers.

Michael Auger, General Counsel, U.S. Energy Services, Inc.; Catherine Krupka, Partner, Sutherland Asbill & Brennan LLP;

Phyllis Lemell, Assistant General Counsel, Northeast Utilities; Joseph Limone, General Counsel – North America, Noble Americas;

Sarah Novosel, Senior Vice President and Managing Counsel, Calpine Corporation

CLO CLUB SESSION 11 AM–12:30 PM

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PROGRAM DETAILS


MONDAY, OCTOBER 1

LUNCH & PROGRAM 12:45–2:15 PM | PALMS BALLROOM

Lunch is graciously sponsored by Lex Mundi.

prosecuted for providing Advice of Counsel: An Insider's perspectiveRoom: Palms BallroomLunch: 12:45–1:15 PM | Program: 1:15–2:15 PMIn 2010, the government indicted in-house counsel Lauren Stevens for allegedly making false statements in the course of responding to an FDA inquiry of her company. In a strongly-worded decision, the federal judge summarily threw out the prosecution's case after two weeks of evidence, indicating that Ms. Stevens should never have been charged in the first place. Despite the judge’s rebuke, the government has given no signal that it intends to back away from prosecuting other in-house lawyers. In this exclusive one-on-one interview, ACC is pleased to welcome Lauren Stevens, as she recounts her experience as an unfortunate target of the Department of Justice's effort to target in-house counsel for representing their corporate clients. All members of the in-house bar should pay close attention to her advice and

“lessons learned” for in-house counsel about how to respond to this growing threat to the profession.

Amar Sarwal, Vice President & Chief Legal Strategist, Association of Corporate Counsel; Lauren Stevens, Attorney

Committee Lunch Business MeetingsEveryone is invited! You don’t have to be a committee member to attend and attendance doesn’t mean you have to make a time commitment! Participation in ACC’s Committees offers an opportunity to benchmark with peers and recognized industry leaders. We encourage your attendance at any of the committee business meetings so that you may learn more about the broad range of activities offered. These meetings also present an opportunity to participate in planning future Annual Meetings.

All meetings below take place in The North Tower meeting rooms except for Employment & Labor. See pages 6–7 for maps.

COMMITTEE BUSINESS MEETING rOOM

Employment & Labor Grand 1–2

Health Law Key Biscayne

Law Department Management (Leadership – Strategy – Operations)

puerto rico & St. Thomas

Litigation Aruba & Bahamas

real Estate Harbor Beach & Marco Island

Small Law Department Vinoy & Sawgrass

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102 DRIVING CHANGEPresented in cooperation with Deloitte Financial Advisory Services LLP

Balancing Act: How to Balance Insourcing & OutsourcingRoom: Crystal J1Managing a legal department is very much a balancing act. You have to weigh risks, manage resources and administer budgets. When it comes to insourcing and outsourcing, there are lots of options when it comes to services, software and manpower. You can bring some or all of those services and resources in-house, or send some or all of your services to an outside provider. How do you know what’s best for your company? Attend this session to learn what makes sense, what other companies are doing, tools you will need, state of the art technology, and best practices in managing vendors.

Gerard Boccuti, Director, Discovery Services, Pfizer Inc.; Bill Detamore, Chief Legal Officer, Deloitte Financial Advisory Services LLP;

Justin Relihan, Corporate Counsel, Nidec Motor Corporation

202 COMPLIANCE AND ETHICSPresented by the Compliance & Ethics committee and the Employment & Labor committee

Working with a Corporate Monitor: When Your Compliance program Isn’t EnoughRoom: Grand 11What happens when you are required to engage a corporate monitor because of a compliance failure? This program will cover how to select and work well with a corporate monitor. Learn about federal agency trends in requiring monitors and how to make the engagement successful according to the organization, the monitor and the government.

Timothy Bixler, Vice President, General Counsel & Secretary, International Rectifier Corporation; John Hanson, Executive Director, Artifice

Forensic Financial Services, LLC; Carrie Penman, President, Ethical Leadership Group, NAVEX Global; Bart Schwartz, Chairman and CEO,

Guidepost Solutions, LLC

302 CONTRACTS AND NEGOTIATIONSPresented by the Small Law Department committee

Contract Drafting, part 1—Addressing Liability Issues: Warranties, Epidemic Failures and Liability LimitationsRoom: Crystal HPart 1 of a two-part Contract Drafting Program. This program will analyze and discuss warranty, epidemic failure and limitation of liability clauses. We will discuss how these clauses interrelate in various types of commercial contracts and how they can be best drafted to suit your needs. The program will focus on drafting skills, and samples, good and bad, will be provided and discussed. Part 2 of this program takes place in this room from 4:30–6 PM.

Jonathan Block, Vice President & General Counsel, Hot Topic, Inc.; Neil Ginn, General Counsel, WEG Electric Corp.;

Steven Jackman, Vice President & Deputy General Counsel, Flextronics International; Jeff Lewin, Attorney, Sullivan, Hill, Lewin, Rez & Engel

SESSIONS 2:30–4 PM

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PROGRAM DETAILS


MONDAY, OCTOBER 1

402 CORPORATE AND SECURITIESPresented in cooperation with Blake, Cassels & Graydon LLP

Shotgun Wedding in the Boardroom: Negotiating Joint Venture Agreements with Your Worst EnemyRoom: Crystal G1In the post-credit-crunch world, companies are looking for ways to enter new markets, access resources and capital and survive in politically volatile markets while mitigating risk and controlling expenses. Joint venture agreements are rapidly becoming the vehicles of choice for companies to manage risk in periods of economic and operational uncertainty, even if it means partnering with their competitors. According to Bloomberg, 2011 brought the highest number of joint ventures in the past decade, with a 35 percent increase over the previous year. Learn how to structure joint venture agreements and negotiate shareholder and partnership agreements, with a special focus on agreements between industry competitors. Explore post-agreement management of governance procedures and joint venture exit mechanics.

David Kruse, Partner, Blake, Cassels & Graydon LLP; David Miller, Vice President, General Counsel & Secretary, Rogers Communications

S.E.N.C.; Joe Napoli, General Counsel, U. S. Steel Kosice, s.r.o.; Jeremy Ouchley, Senior Counsel, McKesson Corporation

502 EMPLOYMENT AND LABORPresented by the Employment & Labor committee

Don’t Mess with the Money! Wage & Hour Compliance: Managing risk in a New Era of EnforcementRoom: Grand 8AWage and hour law risks affect employers in every industry—now more than ever. The US Department of Labor’s Strategic Plan for 2011–2016 includes new enforcement efforts, some targeting specific industries. Learn about DOL’s enforcement strategies for the coming years and explore how refreshing your compliance program can go a long way in mitigating wage-and-hour risks. Hear about DOL’s “We Can Help” and “Plan, Prevent, Protect” campaigns, how these efforts present new challenges to employers and how they may affect your organization’s risk calculations. This session will include recommended compliance program enhancements to mitigate the risk presented by the increased enforcement climate.

Erica Chmielewski, Senior Legal Counsel – Labor & Employment, Terex Corporation; Nicky Jatana, Partner, Jackson Lewis LLP;

Lisa Lewis, Vice President and Group Counsel, Ameriprise Financial; Susan Shelton, General Counsel, The Portillo Restaurant Group

602 INTERNATIONALPresented by the Financial Services committee and the International Legal Affairs committee

Drafting Considerations for International Contracts: Using Choice of Law and Other Contract Terms to Maximize profit and Minimize riskRoom: Crystal J2If you are responsible for negotiating and drafting contracts for international trade and other cross-border business transactions, you must consider the significant differences in the laws of the countries where you do business, especially emerging markets. Examine key issues arising from differing legal systems in negotiating and drafting contract terms, particularly choice of law considerations, as well as other substantive provisions such as warranties, indemnities, limits on liability and dispute resolution.

Sara Biro, Senior European Counsel, Fitch Ratings; Patrick De Ridder, Partner, McGuireWoods LLP; Franco Ferrari, Director, Center for

Transnational Litigation and Commercial Law, New York University; Mike Kolloway, Corporate Vice President & Assistant General Counsel,

AECOM Technology Corporation

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702 TECHNOLOGYPresented by the IT, Privacy & eCommerce committee and the Compliance & Ethics committee

Security Breach! What Should You Have Done Before? What Should You Do Now?Room: Grand 7AA practical guide to dealing with security and privacy breaches, this session will reveal how to address incident response procedures. The presenters will serve as actors in a hypothetical scenario of a company breach.

Kerry Childe, Senior Privacy and Regulatory Counsel, TG; Ann Chilton, Global Compliance Officer and Regional Managing Attorney for the US/

Canada, Environmental Resources Management, Inc.; Aryeh Friedman, Chief Privacy Officer & Senior Compliance Counsel, Dun & Bradstreet;

Bobby Turnage, Jr., Partner, Venable LLP


Career Development for In-House Lawyers: How to Establish Competencies, Set Goals and Build Skill SetsRoom: Crystal G2Learn the benefits of a strategic HR approach that looks at talent management, how high lawyers can go and what skill sets you’ll need to climb the ladder. Participate in the discussion about a hypothetical Law Department and how to structure it so that both the company and the individual lawyers can benefit.

Elisa Garcia, General Counsel, Office Depot, Inc.; Jeff Levinson, Vice President and General Counsel, NetScout Systems, Inc.;

William Mordan, Senior Vice President & Group General Counsel, Reckitt Benckiser Group plc; Veta T. Richardson, President and CEO,

Association of Corporate Counsel

902 INTELLECTUAL PROPERTYPresented in cooperation with Barnes & Thornburg LLP

The Advertising reportRoom: Grand 7BMost people are familiar with the satirical news show, The Colbert Report. In this parody of a parody, your Colbert-esque host will interview representatives from the Federal Trade Commission and a large company engaged in mobile advertising. During the informative, engaging (and sometimes outrageous) Q&A session, you will learn the difference between traditional and non-traditional advertising; rules governing who can object to an advertisement; why you should comply with advertising law guidelines; the role the FTC plays in advertising; rules for advertising substantiation and materiality; and how intellectual property rights affect such hot topics in advertising law as online behavioral advertising, endorsements and testimonials. Hear also about environmental advertising; mobile advertising and FTC enforcement; and social media in advertising.

Tristan Ostrowski, Product Counsel – Android, Google, Inc.; Todd Vare, Partner, Barnes & Thornburg LLP

1002 LITIGATION AND DISPUTE RESOLUTIONPresented by the Litigation committee and the International Legal Affairs committee

It’s More Than a Time Zone Change: When Litigation Goes GlobalRoom: Crystal K–LAs companies expand into new markets, move production facilities abroad, and deal with counterparties based in other countries, they can find their legal liabilities globalized. A straightforward domestic litigation can be complicated by an

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PROGRAM DETAILS


MONDAY, OCTOBER 1

aggressive party filing countersuits in a variety of jurisdictions. Attend this session to explore the challenges to resolving a transnational dispute.

David Steele, Senior Counsel, The Home Depot; Meredith Stone, Vice President, General Counsel, Americas, NACCO Materials Handling Group, Inc.;

Alison Tucher, Partner, Morrison Foerster

1102 SMALL LAW DEPARTMENTPresented by the Nonprofit Organizations committee and the Small Law Department committee

State Law Considerations for Small Organizations and NonprofitsRoom: Crystal A–BAttend this session to learn about several aspects to compliance with state laws and regulations, including labor and employment aspects to setting up operations in a state, including minimum wage issues, independent contractors versus employees, “founder’s syndrome,” and regulatory aspects, including sales tax exemptions, lobbying and campaign finance regulations. State inquiries, like New York governor’s recent task force letters, are asking for increasingly detailed information. What are other organizations’ experiences in managing the response to queries and audits related to state-based operations? For nonprofits, the charitable solicitation registration/renewal process is becoming more complicated and subject to heightened scrutiny. Are there sensible ways to avoid outsourcing this function, and how are people keeping abreast of variations between and changes in state law? Get a broad overview of state rules regarding the charitable solicitation registration/renewal process and receive guidance on dealing with reviews and audits.

Sheri Fanaroff, General Counsel, Columbia Association; James Holmberg, President, GreyStone, Inc.;

Lesley Rosenthal, Vice President General Counsel & Secretary, Lincoln Center for the Performing Arts

1302 FINANCEPresented by the Financial Services committee

Anatomy of a Failure: the Good, the Bad, the UglyRoom: Grand 4–6What legal factors contributed to the massive corporate failures that we have seen in the financial system over the past five years? What is or should be your role in identifying corporate vulnerabilities? How do you ensure a chain of command? What checks and balances ensure that those with compliance expertise effectively influence those at all levels of the organization to act in the long-term interests of the organization, its shareholders and its customers? When is there an actionable duty to “do the right thing” rather than an alternate course which may be perfectly legal in a strict sense (and more lucrative for shareholders)? These questions and more will be addressed in this session.

Robert Bostrom, Partner, SNR Denton; Laura Dorman, Director & Associate General Counsel, Berkeley Research Group;

Michael McCurdy, General Counsel, Brookline Bancorp, Inc.; Ashley Watson, VP and Chief Ethics & Compliance Officer, Hewlett-Packard Company

Mini-ThinkTank 2: Exploring the Benefits and Challenges of In-house Global pro Bono (By Invitation Only)Hear how CLOs committed to providing pro bono service through their law departments are taking their programs to the next level by focusing globally. Gain a better understanding of the major challenges and potential benefits of a global pro bono focus by talking with peers who have made the leap to global pro bono.

CLO CLUB SESSION 2:30–4 PM

33

PROGRAM DETAILS


MONDAY, OCTOBER 1

BREAK 4–4:30 PM | CYPRESS BALLROOM


103 DRIVING CHANGEPresented in cooperation with Datacert

Give Your Diversity policy Some TeethRoom: Crystal J1Many corporations give lip service to their commitment to diversity. By putting a formal diversity policy in place, and actually tracking and enforcing it, your legal department can lead the way in putting words into action. Some of the world’s leading corporate diversity advocates will highlight the ways in which they have created, implemented and enforced diversity initiatives within their own ranks and with outside service providers.

Larry Bliss, Counsel, IBM Corporation; Wendy Hufford, Deputy General Counsel, ITT Corporation; Joe Vodvarka, Director of Strategic Alliances,

Datacert; Joseph West, President & CEO, Minority Corporate Counsel Association

203 COMPLIANCE AND ETHICSPresented by the Compliance & Ethics committee and the Employment & Labor committee

Key Sources for Structuring Your Compliance and Ethics programRoom: Crystal J2Many busy in-house lawyers, who also have compliance program responsibilities on their plates, don’t have detailed knowledge of what it takes to have an effective compliance and ethics program. This session will provide training on the sentencing guidelines and other criteria used to measure compliance programs, including a comparison with the standards of COSO, OECD and the Adequate Procedures guidelines under the UK Bribery Act. The program will provide practical advice on the design, implementation and enhancement of compliance and ethics programs.

Gina Brickley Beredo, Litigation Counsel & Director of Product Compliance, American Greetings Corporation; Rochelle Cooper, Vice President

& General Counsel, United Space Alliance, LLC; Daniel I. Small, Partner, Holland & Knight; Darryl Uffelmann, Associate General Counsel,

Anheuser-Busch Companies, Inc.

303 CONTRACTS AND NEGOTIATIONSPresented by the Small Law Department committee

Contract Drafting, part 2—Addressing Liability Issues: Indemnification and InsuranceRoom: Crystal HPart 2 of the Contract Drafting Program. Did you know that most attorneys only have a vague idea of what an indemnification provision does and how to determine if it does what you think it does? This program will dissect indemnification provisions in commercial contracts for both goods and services. Learn what indemnification provisions mean and how you can spot problems/risks and draft a good provision. We will also cover intellectual property indemnities and the interaction of indemnity and insurance provisions.

Lynne Durbin, VP, GC and Secretary, Adhesives Research, Inc.; Ronald Hicks, Partner, Meyer, Unkovic & Scott;

David Munn, General Counsel, Pramata Corporation; Elizabeth Taylor, Executive VP and General Counsel, TIMCO Aviation Services, Inc.

34






Maintaining Corporate Continuity in the Face of Shareholder proposals: Frequent Assaults in This Year’s proxy Season and How to Fend Them OffRoom: Crystal K–LThis panel will address how to maintain corporate continuity in the face of shareholder proposals to eliminate class voting for directors, updates on other 2012 common proposals and the newly minted directors’ “exemption” under Rule 14a-8. Techniques for scrutinizing shareholder proposals for defects will be discussed, as well as procedural requirements for complying with proposals that must be put to a vote. The 2012 proxy season will be surveyed for the most typical shareholder proposals that made it onto the ballots, and the underlying substantive merits of keeping the status quo versus adopting changes will be explored.

Andrea Charters, Associate General Counsel, Rosetta Stone; David Lynn, Partner, Morrison Foerster LLP;

John Saia, Senior Counsel, McKesson Corporation; P. Bartlett Wu, Attorney

503 EMPLOYMENT AND LABORPresented in cooperation with Constangy, Brooks & Smith LLP

The “New” NLrB: Activist Board or rogue Agency?Room: Crystal G1Over the past two years, the National Labor Relations Board engaged in rule-making for the first time in six decades. Through its new posting requirement for all employers, as well as its revisions to the pre- and post-election process, the NLRB is becoming an activist agency. This session will discuss key decisions issued by the NLRB, its rule-making and other agency actions that could have a critical impact on employers, particularly those who are non-union.

Sylvia Adams, Associate Chief Legal Officer, Adventist Health System; Stephanie Blackman, Vice President, General Counsel, & Secretary,

Closure Systems International; Patrick McGlone, Senior Vice President, General Counsel, ULLICO Inc.; Kimberly Seten, Partner, Constangy,

Brooks & Smith; Evan Turtz, Vice President and Deputy General Counsel – Labor and Employment, Ingersoll Rand

603 INTERNATIONALPresented by the Real Estate committee and the International Legal Affairs committee

risks in Acquiring International real Estate and Managing a Foreign Acquisition or DispositionRoom: Grand 9–11Attend this session to learn about the risks in acquiring international real estate and managing a foreign acquisition or disposition; compare and contrast US practices with those presented in foreign jurisdictions.

Craig Harmon, Attorney at Law, McGuireWoods LLP; Jason Maxwell, Corporate Counsel, Hines; George Miller, General Counsel, Sigma

Aldridge; Rodolfo Rivera, International Major Claims Counsel, Fidelity National Title Group

703 TECHNOLOGYPresented in cooperation with Jordan Lawrence

Leveraging Technology to Defensibly Manage Electronic recordsRoom: Grand 8ADon’t miss this session as tech-savvy panelists discuss how to leverage technologies to manage electronic records effectively. You must be able to locate records when you need them, ensure the consistent purging of obsolete

35

PROGRAM DETAILS


MONDAY, OCTOBER 1

information and comply with legal and regulatory requirements. These objectives can only be met by leveraging an electronic records management system. Learn practical steps in-house legal teams at large and small companies can take to lead a successful electronic records management program. The discussion will include a sensible and streamlined process for partnering with Information Technology counterparts to create and implement records retention rules and policies into a records management solution.

Marty Hansen, EVP Technology Group, Jordan Lawrence; Chidi Ogene, General Counsel, InfiLaw Corporation; Anthony Oliver, Sr. Attorney,

Microsoft Corporation; Dean Van Dyke, Senior Group Manager, Business and Technology Solutions, Microsoft Corporation

803 LAW DEPARTMENT MANAGEMENTPresented by the Nonprofit Organizations committee

Crisis Management in Case StudiesRoom: Grand 12–14In-house counsel need to be ready to jump in to help with crisis management—and an important part of crisis management is communication. Discover for-profit vs. nonprofit considerations, who the different stakeholders are, what risks (to share prices vs. fundraising, goodwill) arise when crisis strikes, and gain tips and experience from the field.

Bethany Bridgham, Associate General Counsel, American University; Hope Wachter, Interim General Counsel, Planned Parenthood;

Caleb Weaver, Vice President, APCO Worldwide


Ip Nuts and BoltsRoom: Grand 7BThis basics session will provide you with various intellectual property tools, attributes of different types of IP, emerging issues checklists and issue-spotting checklists and best practices.

James Derry, Associate General Counsel & Chief Intellectual Property Officer, Arbitron Inc.; Scott Forsyth, Senior Attorney, Microsoft

Corporation; Sara Harrington, Sr. Director Legal-IP, LinkedIn Corporation; Judy Powell, Partner, Kilpatrick Townsend & Stockton LLP

1003 LITIGATION AND DISPUTE RESOLUTIONPresented by the Litigation committee

SOLD OUT Straight Talk: In-house Litigation Tips and Management TechniquesRoom: Grand 4–6This advanced closed-door, open discussion session is designed specifically for CLOs, GCs, and DGCs. Led by a panel of industry in-house experts and senior outside counsel, the interactive discussion will focus on how to manage a portfolio of cases, discuss settlement procedures and policies, and institutional approaches to arbitration for trial venue. The conversation will also include such topics as creating a budget process for litigation matters, staffing plans and supervision status, class action special issues, arbitration vs. litigation, special disclosure issues, matter management, e-billing and preserving and sharing work product among firms. You will work in teams to engage with other attendees and brainstorm better processes.

Jeffrey Firestone, Vice President, United Parcel Service; Paul Friedman, Partner, Morrison Foerster

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1103 SMALL LAW DEPARTMENTPresented by the New to In-house committee

Eight Big Litigation pitfalls of Companies That Don’t Get Sued OftenRoom: Crystal G2Many in-house legal departments don’t have lawyers who can act as full-time managers of company litigation. You may have to do your regular job and manage litigation on a part-time basis. If your company isn’t regularly engaged in litigation, it can inadvertently fall into a number of traps when litigation does arise. Learn how to anticipate and avoid them.

Debora Jones, Director of Product Strategy and Counsel, Lighthouse eDiscovery; Press Millen, Attorney at Law, Womble Carlyle Sandridge &

Rice, LLP; Todd Silberman, General Counsel, Mesilla Valley Transportation

1303 FINANCEPresented by the Real Estate committee and the Financial Services committee

Optimize Lien and Bond processes and Case Management to Boost Company revenueRoom: Crystal A–BIn the current construction climate, there are few low-risk, low-cost ways to enhance financial performance. One proven method is to increase the rate of payment on projects; yet many otherwise successful construction industry players are achieving less than optimal recovery. Learn how businesses can adjust internal practices to increase, potentially dramatically, the real value of their lien and bond portfolios while reducing legal risk. Explore balancing the use of outside counsel and in-house resources, adopting effective mechanisms to capture and process critical information and realizing efficient and cost-effective enforcement.

Paul Allen, Assistant General Counsel, Contech Engineered Solutions LLC; David M. Henry, Attorney, Kohner, Mann & Kailas, S.C.;

Mark La Fratta, Partner, McGuireWoods LLP; Jack O’Neil, Senior Consulting Counsel, Western Group, Inc.

RECEPTION 6–7 PM | CYPRESS BALLROOM

Mini-ThinkTank 3: How to run Your Law Department Like a Business (By Invitation Only)Moderated by Matt Fawcett, Senior Vice President, General Counsel and Secretary of Silicon Valley-based NetApp, this session will allow you to exchange strategies for how to most efficiently manage your legal resources and position your department as a value driver and critical business partner rather than a cost center.


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Announcing

ACC’s Upcoming

EDUCATIONP R O G R A M Swww.acc.com/education

Business Education for In-house CounselBoston, MA (unless otherwise noted)Develop the business management skills necessary in today’s corporate environment. Engage with thought leaders and your peers in these business education programs co-sponsored by ACC and Boston University School of Management.

2012Risk Management & In-house Counsel October 16–18 Project Management for the In-house Law Department November 7–8

Leading Innovation & Change: The Evolving Role of In-house Counsel November 13–15

Mini MBA for In-house Counsel December 4–6

2013Mini MBA for In-house CounselFebruary 26–28May 7–9 (Los Angeles, CA) June 4-6June 25–27 Dec 3–5

Advanced Mini MBAApril 23–25

Legal Service ManagementFebruary 26–27 • San Francisco, CA May 1–2 • Philadelphia, PA ACC’s Legal Service Management Workshop offers two days of learning and discussion to build the skills and acquire the tools needed to implement those new arrangements. You will learn how to assess and set fees, implement new project management techniques, and use new tools and technology to build efficiency.

Compliance & Ethics TrainingApril 29–30 • New Orleans, LA This two-day seminar and workshop-style training will teach you everything you need to know about internal compliance programs, methods of implementation and reporting, and more. This program is eligible for CLE/CPD credits.

ACC Europe’s Annual Conference12–14 May • Barcelona, SpainLearn from and network with in-house counsel from around the world in Europe for two days and discuss recent legal trends in the European Union, strategies for successful cross-border collaboration and perspectives on effective management.

Corporate Counsel University®

May 19–21 • New Orleans, LADeveloped exclusively for attorneys who are new to in-house or who want to sharpen their basic in-house practice skills on topics ranging from negotiation and contracts to finance and ethics.

ACC’s 2013 Annual MeetingOctober 27–30 • Los Angeles, CAJoin corporate attorneys from all over the world and leading legal service providers for the largest gathering of the in-house counsel community, over 100 CLE/CPD courses and abundant networking opportunities.

Corporate Counsel Institute CanadaFall 2013 • Toronto, CanadaDeveloped by Canadian in-house counsel, this program focuses specifically on Canadian attorney’s needs. Topics range from negotiation to contracts to finance and ethics. This is an accredited course, eligible for CLE/CPD hours.

www.acc.com/education

AM12 EDU 2013 program guide ad.indd 1 8/30/12 11:33 AM

PROGRAM DETAILS TUESDAY, OCTOBER 2

STAY CONNECTED




/ AssnCorpCnsl

ACC’s Upcoming

EDUCATIONP R O G R A M Swww.acc.com/education

Business Education for In-house CounselBoston, MA (unless otherwise noted)Develop the business management skills necessary in today’s corporate environment. Engage with thought leaders and your peers in these business education programs co-sponsored by ACC and Boston University School of Management.

2012Risk Management & In-house Counsel October 16–18 Project Management for the In-house Law Department November 7–8

Leading Innovation & Change: The Evolving Role of In-house Counsel November 13–15

Mini MBA for In-house Counsel December 4–6

2013Mini MBA for In-house CounselFebruary 26–28May 7–9 (Los Angeles, CA) June 4-6June 25–27 Dec 3–5

Advanced Mini MBAApril 23–25

Legal Service ManagementFebruary 26–27 • San Francisco, CA May 1–2 • Philadelphia, PA ACC’s Legal Service Management Workshop offers two days of learning and discussion to build the skills and acquire the tools needed to implement those new arrangements. You will learn how to assess and set fees, implement new project management techniques, and use new tools and technology to build efficiency.

Compliance & Ethics TrainingApril 29–30 • New Orleans, LA This two-day seminar and workshop-style training will teach you everything you need to know about internal compliance programs, methods of implementation and reporting, and more. This program is eligible for CLE/CPD credits.

ACC Europe’s Annual Conference12–14 May • Barcelona, SpainLearn from and network with in-house counsel from around the world in Europe for two days and discuss recent legal trends in the European Union, strategies for successful cross-border collaboration and perspectives on effective management.

Corporate Counsel University®

May 19–21 • New Orleans, LADeveloped exclusively for attorneys who are new to in-house or who want to sharpen their basic in-house practice skills on topics ranging from negotiation and contracts to finance and ethics.

ACC’s 2013 Annual MeetingOctober 27–30 • Los Angeles, CAJoin corporate attorneys from all over the world and leading legal service providers for the largest gathering of the in-house counsel community, over 100 CLE/CPD courses and abundant networking opportunities.

Corporate Counsel Institute CanadaFall 2013 • Toronto, CanadaDeveloped by Canadian in-house counsel, this program focuses specifically on Canadian attorney’s needs. Topics range from negotiation to contracts to finance and ethics. This is an accredited course, eligible for CLE/CPD hours.

www.acc.com/education

AM12 EDU 2013 program guide ad.indd 1 8/30/12 11:33 AM

PROGRAM DETAILSTUESDAY, OCTOBER 2


7:15–8:45 AM

CLO BREAKFAST (BY INVITATION ONLY) 7:30–9 AM

Committee Breakfast Business MeetingsEveryone is invited! You don’t have to be a committee member to attend and attendance doesn’t mean you have to make a time commitment! Participation in ACC’s Committees offers an opportunity to benchmark with peers and recognized industry leaders. We encourage your attendance at any of the committee business meetings so that you may learn more about the broad range of activities offered. These meetings also present an opportunity to participate in planning future Annual Meetings.

All meetings below take place in The North Tower meeting rooms. See page 7 for map.


Compliance & Ethics Harbor Beach

Environmental & Sustainability Key Biscayne

Financial Services Key West

Insurance Staff Counsel West Indies

Intellectual property Grand Cayman, puerto rico, St. Thomas

Sports & Entertainment Key Largo


A special thank you to Norton Rose Canada LLP for sponsoring this morning’s breakfast.


40 Session may be eligible for ethics credit. Session is presented in cooperation with a Gold Level sponsor.




104 DRIVING CHANGE

Outside Counsel Management—Using Value-based Fee Structures to Align risks and rewardsRoom: Grand 8AIf you’re ready to move away from the billable hour as your default fee basis and adopt fee structures that will motivate your firms to help achieve your business objectives, this session will give you some practical guidance. We’ll give you some factors to consider in setting fees, and some of the 2012 ACC Value Champions will share their approaches to setting fee arrangements that reduce spending, improve predictability and achieve better legal outcomes.

Stephanie Aferiat, Senior Counsel, Employment Law, The Home Depot; David Grumbine, Senior Counsel, Whirlpool Corporation;

Catherine J. Moynihan, Director of Legal Management Services, Association of Corporate Counsel; Greg Petouvis, Senior Group Manager &

Senior Counsel, Target; Todd Schnell, Vice President – Senior Associate General Counsel, RBC Capital Markets Corporation

204 COMPLIANCE AND ETHICSPresented in cooperation with Gowling Lafleur Henderson LLP

Doing Business in Difficult Countries: What Would You Advise in This Scenario?Room: Grand 7AListen in as experienced FCPA and white-collar experts describe a series of real-life scenarios that may arise when doing business in corruption-prone countries. Participate in a discussion of available responses for you and your company. Learn how to handle specific requests from foreign government officials, deal with due diligence red flags, manage travel expenses and per diems, and address charitable donations and community development initiatives. Don’t wait until one of these scenarios presents itself at your door. Come learn how seasoned practitioners have advised corporations in these very situations.

Jane Fedoretz, VP & General Counsel, CEDA International, Ltd.; Jay G. Martin, Vice President, Chief Compliance Officer and Senior Deputy

General Counsel, Baker Hughes; Suzanne Rich Folsom, Chief Regulatory & Compliance Officer and DGC, ACADEMI LLC;

Kristine Robidoux, Partner, Gowling Lafleur Henderson LLP

304 CONTRACTS AND NEGOTIATIONSPresented by the Sports & Entertainment committee

The Ink Is Dry. Now What? Fulfillment of Sponsorship Contracts in Sports & EntertainmentRoom: Grand 11Your client just finalized a deal to sponsor a team, venue, league or personality. Now it is time to begin activating. What does your client need to know to get all the benefits of their agreement? What could go wrong? How can you help make the sponsorship a success for everyone? Our panel of experts walk you through the process of managing sponsorships from sponsorship agreement execution to expiration!

Mary Mansfield, General Counsel, Naval Academy Athletic Association; Kathleen Rodin, Assistant General Counsel, Anaheim Ducks & Honda Center;

Robert Simmons, Assistant General Counsel, Molson Coors



404 CORPORATE AND SECURITIESPresented in cooperation with Miles & Stockbridge P.C.

When Nobody Knows What the Company is Expected to “Know:” Defending Corporate Designee Depositions in Challenging CircumstancesRoom: Crystal G1Fed.R.Civ.P. 30(b)(6) depositions require a designated witness to testify on behalf of a corporation. Often, particularly in toxic tort and environmental cases, the relevant issues relate to products designed and sold, or operations at facilities, occurring many decades before. Acquisitions, divestitures and liquidations occurring in the intervening time make the collection of relevant information even more difficult. Learn about defending corporate designee depositions when there are no available witnesses personally familiar with the deposition topics; as well as strategies to attack or limit such depositions and practical advice on how to select and prepare a witness if one is required.

Joseph Hovermill, Principal, Miles & Stockbridge P.C.; Mary McLemore, Senior Counsel, Litigation, Georgia-Pacific LLC; Ted Morris, Assistant

General Counsel and Assistant Secretary, Stanley Black & Decker, Inc.; Diana Reed, Senior Counsel, Litigation, PPG Industries, Inc.


Employment Law UpdateRoom: Crystal G2It’s been another busy year in employment law! Come hear what’s new—and what challenges your organization now faces—in the expanding laws and regulations governing the workplace. The focus will be on US employment law, but the speakers will be sure to cover any hot cross-border issues.

David Berndt, Attorney; Jennifer Deitloff, Senior Counsel, ConAgra Foods, Inc.; Peter Moskowitz, Partner, Jackson Lewis LLP;

Gregory Watchman, Associate General Counsel, Freddie Mac

604 INTERNATIONALPresented in cooperation with Kroll

The Wild, Wild West (and East and North and South): Legal risks in the Frontier MarketsRoom: Crystal J1US companies now are looking beyond emerging markets such as Brazil, Russia, India and China to the “frontier markets:” such countries as Angola, Congo, Iraq’s Kurdistan region, Mongolia and Burma. While they may have different attractions—energy or mineral resources or nascent consumer classes—the new investment destinations have one thing in common: lots of risk. They typically have elevated levels of fraud and corruption, as well as political insecurity and instability; they all score poorly on Transparency International’s Perceptions Index. Learn how US companies can mitigate FCPA and other risks—including the safety of your employees—in frontier markets, and what unique challenges you will face in conducting investigations there. Focus on issues of employment, privacy and other laws in countries with immature legal systems, security considerations and political interference.

Milt Bearden, President; Retired Senior CIA Officer, Asia-Africa Projects Group; Cecilia Gardner, President, CEO and General Counsel, Jewelers

Vigilance Committee; Melvin Glapion, Managing Director, Kroll Advisory Solutions; Daniel Karson, Senior Counsel, Kroll Advisory Solutions





704 TECHNOLOGYPresented by the IT, Privacy & eCommerce committee

Software as a Service and Cloud Computing: What Are They and What Should You Watch Out For?Room: Crystal J2SaaS and Cloud Computing: What are they? What are the potential problems, and how do you avoid them? What are the benefits? Attend this session to learn answers to those questions and more, such as when these approaches are practical and cost effective; and what to include in the agreement, especially with regard IP ownership and data security. Learn such new vocabulary as “9s,” “SLAs,” “response times” and “penalties”. Prepare yourself for efficient negotiations with providers and customers.

Karen Boudreau, Attorney; Patrick Jones, Vice President, Associate General Counsel, Fidelity Investments; Jennifer Schlosstein, Associate

General Counsel, Walmart; A. J. Zottola, Partner, Technology Transactions & Outsourcing Practice Group, Venable LLP


risk Management: The Corporate ViewRoom: Crystal HManaging legal risk for your company depends on a thorough understanding of risk, how to manage it, how to communicate it effectively and how to use it to set priorities for the department, including staffing and hiring. Some risks, such as financial risk, can be evaluated in numerical terms. Others, such as adverse publicity, can only be evaluated in subjective ways. Discover what is legal risk and how to evaluate it within your organization. Learn how it can be managed by creating role clarity for the current law department while also considering potential future expansion; developing a categorization system to determine the highest value work to drive prioritization of resource/time allocation; and develop workflow processes to direct work to the most appropriate resources to ensure timely and accurate response by the level of personnel required.

Bret Baccus, Senior Director, Huron Legal; Scott Bates, Corporate Vice President, General Counsel, Rheem Manufacturing Company;

Kathleen Burke, Vice President, General Counsel & Assistant Secretary, MKS Instruments; A. Verona Dorch, Vice President & Deputy General

Counsel, Harsco Corporation


Innovation: How to Handle Ideas Your Company May or May Not OwnRoom: Crystal K–LValuable ideas can come from anywhere, including open source, open innovation and UGC. Learn about open business models that license and develop IP across organizational, industrial and national boundaries.

Thomas Feix, Senior Corporate Counsel – Patent, The Clorox Company; Brian Fukuji, Director, Commercial & Product Counsel, eBay Inc.;

Erika Wilson, Intellectual Property Counsel, Honeywell International Inc.



1004 LITIGATION AND DISPUTE RESOLUTIONPresented in cooperation with Applied Discovery, Inc.

Demystifying “Meet and Confer”Room: Crystal A–BMeet-and-confers have been referred to as “two lawyers who don’t trust each other negotiating matters neither understand.” But Federal Rule of Civil Procedure 26(f) requires them to know about their Electronically Stored Information (ESI) and judges have been less patient with recalcitrant litigations. A successful meet-and-confer can substantially reduce discovery cost and potential risk. Attend this mock meet-and-confer to learn the value of an effective meet-and-confer and how to navigate through the process, even when your adversaries do not seem to be willing to cooperate or act in good faith.

Susan Flint, Managing Counsel, Wells Fargo & Co.; Chris Marzetti, Senior Consultant, Applied Discovery;

Michael Pontrelli, Senior Director, Applied Discovery; William Sailer, Senior Vice President, Legal Counsel, QUALCOMM Incorporated

1104 SMALL LAW DEPARTMENTPresented by the Small Law Department committee and the Compliance & Ethics committee

Beginning and Growing Your Compliance program: From Birth to the Toddler YearsRoom: Canary 3–4Interested in starting and growing your compliance program to its "toddler” phase from a solid but immature origin? Listen as case/scenario-based examples illustrate policies and processes and furnish concrete to-do’s. Two to three company examples illustrate and foster discussion about specific steps to get to the next level and how to leverage company culture to assist where funding or budget dollars may not be readily accessible.

Scott Brown, General Counsel and Secretary, Stroz Friedberg; Laurel Burke, Associate General Counsel – Compliance, Regal Beloit Corporation;

Kevin Mann, Vice President & Associate General Counsel, The ServiceMaster Company

1204 ENVIRONMENT AND ENERGYPresented by the Environmental & Sustainability committee and the Compliance & Ethics committee

The Growing Trend Toward Supply-Chain Transparency: Conflict Minerals, Human Trafficking and MoreRoom: Canary 1–2Deep within the Dodd-Frank Act lies a surprise for companies that use tin, gold, tungsten or tantalum in their products: a requirement to disclose whether you use these minerals and, if so, whether they come from conflict mines in the Democratic Republic of Congo or surrounding countries. An unrelated but similar requirement is found in California’s Transparency in Supply Chain Act: a requirement to disclose efforts to combat human trafficking. This session will explore these new forms of compliance requirements and how your program must respond to and manage these new obligations.

Shirley R Edwards, Deputy County Counsel, Santa Clara County Counsel’s Office;

Burton D. Ford, Associate General Counsel, Lockheed Martin Corporation; Sherry Scott, Counsel, Exxon Mobil Corporation





CLO CLUB SESSION 9 AM–12:30 PM

CLO1 CLO CLUB

Understanding Financial risk in an Uncertain Business Environment (By Invitation Only)In this session, participants will gain a greater understanding of risk management best practices used in effective risk identification, measurement and controls. Focus will be placed on risk management theory, appropriate risk tolerance, risk and return evaluation and early detection of risk red flags. We will also discuss how to set corporate policy to minimize financial and legal risk. The session will include a lecture and case studies on recent risk management disasters to help participants apply new materials learned.

Mark T. Williams, Executive-in-Residence/Lecturer, Boston University School of Management



105 DRIVING CHANGE

project Management for In-house CounselRoom: Grand 12–14Trying to manage matters involving many moving parts is a daunting task. When your company relies on you to manage it all on time and under budget, what do you need in your toolbox to ensure success for all stakeholders? In this workshop, panelists will provide an overview of legal project management techniques and tools. They will share war stories and engage you in a discussion about best practices for scoping projects, managing teams and budgets, communicating to stakeholders, addressing scope creep, and conducting post project reviews—all in 90 minutes! Be prepared to practice using key tools in breakout groups, and for a plot twist to drive home the lessons.

Russ Dempsey, VP & Chief Legal Officer, United Retirement Plan Consultants; Jennifer Fletcher, Partner, Sutherland Asbill & Brennan LLP;

Julian Keith Isgett, Managing Attorney, Global External Legal, GlaxoSmithKline; Joseph Limone, General Counsel – North America, Noble

Americas; Denise Skingle, Associate General Counsel, Nationwide Mutual Insurance Company

205 COMPLIANCE AND ETHICSPresented by the Compliance & Ethics committee and the Environmental & Sustainability committee

Officers in the Crosshairs: The responsible Corporate Officer Doctrine and Other Theories of Individual LiabilityRoom: Crystal G2Three pharmaceutical executives were recently sentenced to prison following guilty pleas to charges under the Responsible Corporate Officer Doctrine. The Supreme Court has held that corporate officers who had authority to act to prevent the violations but did not do so could be held criminally liable for the company’s failures. The DOJ is frustrated that its pursuit of large settlements against companies under the False Claims Act and related statutes have not resulted



in a dramatic reduction in violations and a greater commitment to compliance. One of DOJ’s reactions has been to bring, wherever possible, criminal prosecutions against individuals it views as “responsible” for the violations. This session will outline the increased risk to corporate executives, including in-house counsel, under this doctrine and other theories of liability, and what can be done to avoid liability through stronger compliance and ethics programs.

Carol Deck, Senior Counsel, AeroVironment, Inc.; Jill Goldy, Former Corporate Vice President – Law, Labor and Employment, Motorola Solutions, Inc.;

Christopher A. Myers, Partner, Holland & Knight; Grace Renbarger, Former Vice President and Chief Ethics and Compliance Officer, Dell, Inc.

305 CONTRACTS AND NEGOTIATIONSPresented by the Corporate & Securities Law committee and the Sports & Entertainment committee

Achieve Success as a Negotiator: Learn a Simple, Effective & practical Framework as Chief Negotiating Officer for Yourself and Your CompanyRoom: Crystal HEach of us, regardless of title, function or geography, is a Chief Negotiating Officer in our personal lives, in our daily interactions with work colleagues, and with customers, vendors, and other company partners. This interactive session will leave you with increased confidence influencing outcomes and negotiating “without authority” by learning a more structured approach and proven techniques and tools. The session also includes an overview of nonverbal communication, which accounts for 93 percent of communication; how to prepare for superior results; how to handle conflicts and difficult individuals and how to avoid common mistakes even experienced negotiators make.

David Cohen, Director, Legal Affairs and Risk Management, Angels Baseball LP; Jeffrey Compangano, Corporate Counsel & Vice President,

Strategic Business Development, The Word & Brown Companies; Lily Hughes, Vice President and Associate General Counsel – Corporate,

Ingram Micro Inc.; Nyea Sturman, Assistant Director of Legal Services, Orlando Magic

405 CORPORATE AND SECURITIESPresented in cooperation with Morrison & Foerster LLP

redefining the Corporate Form for the 21st CenturyRoom: Crystal A–BNew corporate forms including Flexible Purpose Corporations, B Corps and L3Cs are being introduced in California and other states. Explore the positives and negatives of each new corporate form and how they differ from traditional corporations, LLCs and partnerships. These new forms represent an exciting shift in corporate law that promises to have a major impact on how businesses operate now and in the future. Learn why corporate form is important for environmental sustainability as well as traditional economic goals. Uncover the realities based on the California and Delaware Corporations Codes and case law beyond the marketing and PR interpretation dominating the press.

Jordan Breslow, General Counsel, New Island Capital; Will Fitzpatrick, General Counsel, Omidyar Network; Suz Mac Cormac, Partner, Business

Department Co-Chair, Morrison & Foerster; Eric Talley, Professor of Law, Co-Director, Berkeley Center for Law, Business and the Economy,

University of California, Berkeley School of Law






Don’t Bite the Hand That Feeds You: Managing the Legal – Hr relationshipRoom: Canary 1–2The relationship between human resources and the legal department can be fraught with challenge: The boundaries often overlap, especially in difficult or high-profile employee matters. Listen in as a seasoned panel of experts offers tips on how to navigate this challenge and forge effective client relationships.

Darren Chiappetta, Associate Counsel, Employment Law, Darden Restaurants, Inc.; Eric de los Santos, Asst. General Counsel, Director of

Employment Law, TrueBlue, Inc.; Richard Sedory, General Counsel, Vice President Administration, Transtar Industries, Inc.;

Courtney Thompson, Vice President – Employment Counsel, Lender Processing Services, Inc.

605 INTERNATIONALPresented in cooperation with Lex Mundi

Doing Business in Brazil, the Sixth Largest Economy in the WorldRoom: Grand 8AAs the sixth largest economy in the world, Brazil continues to play an important role in the world, becoming a regional hub for many multinational companies that may not be familiar with local laws and regulations. Hear about the typical issues that foreign investors face in Brazil, such as joint venture agreements, acquisitions, labor agreements and foreign investment rules.

Marco Antonio de Gregorio, Legal Director for Latin America, Reckitt Benckiser; Alexandre D’ Ambrosio, General Counsel and Executive

Director, Votorantim Group; José Diaz, Partner, Demarest e Almeida; Eduardo Loyo, Chief Economist, BTG Pactual; Celso Xavier, Partner –

Litigation, Demarest e Almeida

705 TECHNOLOGYPresented by the IT, Privacy & eCommerce committee

A Technology primer for the Non-Tech LawyerRoom: Canary 3–4What are the major aspects of IT license contracts, from acquisition to software installation to maintenance and support? The speakers will walk you through a contract, focusing on the meaning and business impact of the different terms and showing you how to get IT what it requires. Uncover the answer to the most perplexing question: How valuable is a “9?” Learn to have productive conversations with your IT department when acquiring new IT assets.

Thomas Chow, Deputy General Counsel, Vindicia, Inc.; Harold Federow, Contract Vendor & IP Manager, Port of Seattle;

James Nelson, Partner, Venable LLP



805 LAW DEPARTMENT MANAGEMENTPresented by the Insurance Staff Counsel committee

Finding Your Way in Cyberspace: Implementing the paperless EnvironmentRoom: St. LouisHas your operation committed to create a paperless legal file environment, but you struggle with the transition and implementation? Regardless of the size of your legal operation, you can learn opportunities and alternatives for making the conversion to an electronic legal file environment. Hear speakers’ firsthand experiences of the challenges in implementing their firms’ document management policies. Participate in a discussion that focuses on difficulties and solutions, and take away steps and strategies to develop and deliver training for all users. Explore ethical considerations involving electronic file sharing, accessibility and storage, as well as document retention and destruction.

Jerry Eisenberg, Zonal Managing Attorney, Chartis Litigation Management; Brian Kenner, Managing Director and General Counsel, GreenPoint

Global; Douglas McQuiston, Regional Attorney, Nationwide Mutual Insurance Company; Bob Taylor, Managing Attorney, State Farm Mutual

Automobile Insurance Company

905 INTELLECTUAL PROPERTYPresented by the Intellectual Property committee and the International Legal Affairs committee

International Licensing of IpRoom: Crystal J1Learn how to set up an international licensing program for patents, copyrights and trademarks, focusing on key provisions. Take away model license agreements and checklists for use in your organization.

William Eipert, Senior Managing Counsel, Xerox Corporation; Gary Margolis, Deputy General Counsel, DRI Capital Inc;

Julie Mar-Spinola, VP, Legal, Alta Devices, Inc.; William McGreevey, Senior Counsel, Eastman Chemical Company

1005 LITIGATION AND DISPUTE RESOLUTIONPresented in cooperation with Littler Mendelson, P.C.

How to Survive a C-Suite ScandalRoom: Crystal K–LScandals involving C-suite leaders are existential challenges for an organization. In most cases, media outlets cite the company name more than the individual’s. Interests diverge. Loyalties undermine clarity of response. Internal investigations often feed—rather than resolve—the controversy. Past problems present patterns. Brand dilution is merely one problem. Is there life after a C-suite scandal? How can you best steer through treacherous waters? The speakers have led employer responses to dozens of high-profile cases; they will share guiding principles and pragmatic solutions.

Dave Curran, CEO & Chief Legal Officer, Risk Readiness Corp.; Nancy Delogu, Office Managing Shareholder, Littler Mendelson PC;

Harry Jones, Shareholder, Littler Mendelson, P.C.; Jonathan Mann, Vice President & General Counsel, Advantage Resourcing International





1105 SMALL LAW DEPARTMENTPresented in cooperation with Thomson Reuters

Are We Great or Just So-So? Finding the Benchmarks Necessary to Assess the performance of Your Law DepartmentRoom: Crystal G1Is your law department tracking metrics regarding legal inventory, cycle time, spending and results? How do you determine whether your department’s results or performance is better or worse than other similar companies or law departments? Which benchmarks do you rely on to make data-driven decisions, like defending your current staff levels or changing your existing legal budget? This session will provide specific examples of the wide range of current benchmarking data sources available to assess how well you are doing, as well as potential areas of opportunity to improve performance.

Molly Dodge, Director – Legal Department, Capital One Services, Inc.; Jim Merklinger, Vice President and General Counsel, Association of

Corporate Counsel; James Sullivan, Assistant General Counsel, FMC Technologies; Rob Thomas, Vice President, Market Development Group,

Corporate Legal Segment, Thomson Reuters

1205 ENVIRONMENT AND ENERGYPresented by the Environmental & Sustainability committee and the Compliance & Ethics committee

risk Assessment Best practices: Lessons From Compliance programsRoom: Grand 7AWhat is the most effective way to assess your company’s risk profile? Learn lessons from the EPA, OSHA, the Clean Air Act and more. A panel of experts will share their experiences in compliance programs and the tools and techniques they have successfully used. They’ll discuss who should be at the table, effective interview and fact-gathering techniques, what risk assessments can and should produce, assessing risks created by third parties, avoiding risks from risk assessments and considering ethical consequences.

Christine Connolly, Vice President, Corporate Secretary & Chief Compliance Officer, Dollar General Corporation; Christopher Goddard, Associate General Counsel, Washington University in St. Louis; Patricia Hanz, Assistant General Counsel, Briggs & Stratton Corporation;

Amy Hutchens, General Counsel, Vice President, Watermark Risk Management International, LLC



LUNCH & PROGRAM 12:45–2:15 PM | PALMS BALLROOM

Meet Your In-house Neighbors Lunch & General Session: ACC Value ChampionsRoom: Palms BallroomLunch: 12:45–1:10 PM | Program: 1:10–2:15 PMDo you want to get to know your local chapter leadership and find out what’s planned for the coming year? Do you have an idea that you would like the chapter to consider? Don’t miss this gathering where you can learn how to become more involved in chapter activities and meet other in-house attorneys in your local area. Tables are assigned by region, so even if you don't have a chapter, you can still meet in-house attorneys in your province or country. The chapter lunch is informal (no need to RSVP); reserved tables will be available on a first-come basis.

Immediately following lunch, hear from the inaugural ACC Value Champions about their successful programs to reduce spending, achieve near certain predictability of spending, and/or improve legal outcomes. This moderated panel discussion will draw out the keys to success from each ACC Value Champion. Whether you work in a small, medium or large department, you will hear about management tactics—from basic to innovative—that you can take back to your office.

Bob Harchut, Vice President & Associate General Counsel, GlaxoSmithKline; Teresa Wynn Roseborough, Executive Vice President, General

Counsel and Corporate Secretary, The Home Depot, Inc.; Ernest Sultanov, General Counsel, Lucchini S.p.A.; Gary Nelson, Vice President of

Legal Operations, Medtronic; Amy Schulman, Executive Vice President and General Counsel, President and General Manager, Nutrition, Pfizer Inc.;

Todd Schnell, Vice President & Senior Associate General Counsel, RBC Capital Markets; Sari Alamuddin, Partner, Morgan, Lewis & Bockius, LLP;

Gary Chadick, Senior Vice President, General Counsel, and Secretary, Rockwell Collins Inc.; Lisa Damon, Partner, Seyfarth Shaw LLP;

Ron M. Tamburrino, Associate General Counsel—Litigation, The Sherwin-Williams Company; Bob Eddy, Partner, Gallagher Sharp; Jim Rowader, Vice President and General Counsel, Employee & Labor Relations, Target; Joe Schmitt, Shareholder, Nilan Johnson Lewis PA; Dennis Lynch, Vice President and Chief Litigation Counsel, Tyco International Ltd.; Paul Williams, Partner, Shook, Hardy & Bacon L.L.P.; Russ Dempsey, Vice

President and Chief Legal Officer, United Retirement Plan Consultants; Mark Koogler, Partner, Porter Wright Morris & Arthur LLP; David Grumbine, Senior Counsel and Director of Dispute Resolution Operations, Whirlpool Corporation; Michael Williams, Partner, Wheeler Trigg O’Donnell LLP

Committee Lunch Business MeetingsEveryone is invited! You don’t have to be a committee member to attend and attendance doesn’t mean you have to make a time commitment! Participation in ACC’s Committees offers an opportunity to benchmark with peers and recognized industry leaders. We encourage your attendance at any of the committee business meetings so that you may learn more about the broad range of activities offered. These meetings also present an opportunity to participate in planning future Annual Meetings.

All meetings below take place in The North Tower meeting rooms except for IT, privacy & eCommerce and New to In-house. See pages 6-7 for maps.


Corporate & Securities Grand Cayman, puerto rico, St. Thomas

Energy Key Largo

International Legal Affairs Harbor Beach

IT, privacy & eCommerce Grand 9–10

New to In-house Crystal NpQ

Nonprofit Organizations Aruba & Bahamas

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006 DRIVING CHANGEPresented in cooperation with the Pro Bono Institute

1+1=3: Aligning Corporate Social responsibility and pro BonoRoom: Crystal A–BThis interactive session will explore the intersection of corporate social responsibility (CSR) and pro bono, paying particular attention to how a legal department can use pro bono to complement its company’s larger philanthropic efforts.

James Jenkins, Senior Vice President and General Counsel, Deere & Company; Ellen Lambert, Exec Dir, Corporate Contributions, Exec VP, The

Merck Company Foundation, Merck & Co., Inc.; Esther Lardent, President & CEO, Pro Bono Institute; Ellen Rosenthal, VP & Assistant General

Counsel Litigation/Chief Counsel, Pfizer Legal Alliance, Pfizer Inc.

106 DRIVING CHANGE

Lessons Learned on the ACC Value Challenge JourneyRoom: Canary 1–2Many have taken the challenge and implemented new management practices—from value-based fee structures to project, process and knowledge management—and learned much along the way. Course corrections are as instructive as success stories, and you’ll hear about both from veterans of the value journey.

Robert Harchut, VP & Associate General Counsel, GlaxoSmithKline; Emily Jelich, Vice President & Associate General Counsel, RBC Law Group,

Royal Bank of Canada; Dennis Lynch, Vice President & Chief Litigation Counsel, Tyco International Ltd.; Gary Nelson, VP of Legal Operations,

Medtronic, Inc.

206 COMPLIANCE AND ETHICSPresented by the Nonprofit Organizations committee

Best practices for Managing Federal Funding and Government ContractingRoom: Grand 8AFederal funding—from grants to contracts, POs to cooperative agreements and block grants—has become increasingly complex; and organizations are finding themselves relying more on it. Meanwhile, staying on top of myriad rules and regulations, and ensuring compliance with those regs, can be daunting. Review new regulations, including the new rules on misconduct in science and financial conflicts of interest and other developments; acquire best practices and good resources for management policies and procedures; and discuss what to do when something goes wrong with your organization’s federal funding.

Dismas Locaria, Associate, Venable LLP; Lisa Morris, Compliance Officer, LA Conservation Corps; Colleen Struss, Dir of Finance / CLO, AAAS;

Stephanie Tsacoumis, General Counsel, Georgetown University



306 CONTRACTS AND NEGOTIATIONSPresented by the Real Estate committee

Advanced Issues in LeasingRoom: Crystal G1You’ll break into small groups in this hands-on session to draft lease clauses for review by the presenters. Learn about tax clauses, common area maintenance and operation expense, exclusivity and restricted use clauses, use clauses, condemnation and indemnification.

Matthew J. Cimino, General Counsel and Secretary, Welsh Property Trust, LLC; Lenore Reedy, Associate Counsel, Arthur J. Gallagher & Co.;

Christopher Thanner, Partner, McGuireWoods LLP

406 CORPORATE AND SECURITIESPresented in cooperation with Ashby & Geddes, P.A.

Advising Your Independent Directors: Help Them to Help YouRoom: Crystal J1The role that your company’s independent directors play in governance has never been greater than it is today. As business people, they look to you for guidance on how to fulfill that important role. A carefully advised and fully engaged body of independent directors can assure your stakeholders, government regulators and judicial officers that your firm’s governance process is entirely reliable. On the other hand, common but avoidable pitfalls can turn this valuable asset into a liability. Attend to gain the knowledge and tools to advise your independent directors confidently regarding the performance of their important duties.

LaFleur Browne, Vice President & Assistant Corporate Secretary, SLM Corp. (Sallie Mae); Richard Renck, Director, Ashby & Geddes, P.A.;

Alexander Simpson, Vice President, General Counsel & Corporate Secretary, Reis, Inc.; Brad Stein, Vice President-Legal & Assistant Secretary,

Forestar Group Inc.

506 EMPLOYMENT AND LABORPresented by the Compliance & Ethics committee and the Employment & Labor committee

Covering the Bases: Does Your Code of Conduct Address Key risks?Room: Crystal J2This workshop will address trends and best practices in Code of Conduct drafting, based on recent benchmarking, studies of codes of public companies and the use of risk assessments. Learn how to implement an effective risk assessment process. You will have the opportunity to work on revisions to your Code during the session; please bring a copy with you.

Chuck Baldwin, Shareholder, Ogletree Deakins; Megan Belcher, Vice President and Chief Employment Counsel, ConAgra Foods, Inc.;

Amy Hutchens, General Counsel, Vice President, Watermark Risk Management International, LLC;

Andrea Phillips, Legal Counsel, Rolls-Royce North America Inc.






Investing and Doing Business in India: What Are the Critical Challenges?Room: Canary 3–4With its rapidly growing economy and expanding middle class, India has become an increasingly attractive market in which to invest and do business. While there has been a liberalization of the Indian economy, regulatory constraints and other challenges remain. Learn about the key bureaucratic, regulatory and legal considerations of making investments, creating joint ventures and distributing products in India, including protecting technology transfers to India and selecting suitable dispute resolution mechanisms.

Sunny Handa, Partner, Blake, Cassels & Graydon LLP; Alison Lazerwitz, Executive Vice President, General Counsel, Daniel Swarovski

Corporation AG; Anuj Prasad, Partner, Amarchand Mangaldas (Lex Mundi); Michael Yap, Vice President, Corporate Counsel, Prudential

Insurance Company of America

706 TECHNOLOGY

Cyber Attacks and Hacking: prevention and responseRoom: Grand 7AThere has been an epidemic of cyberattacks upon and hacking of corporate Web sites, resulting in security breaches of confidential corporate data. The responsibility for preventing cyber attacks and taking action afterward could be yours. Learn how to set up programs to prevent attacks, coordinate a cyber-defense team and direct a rapid response to an attack. Learn how to coordinate with IT, human resources, legal department and business units; ensure employment policies and compliance programs; acquire the necessary insurance; and work with law enforcement agencies.

Robert Kang, Senior Attorney, Southern California Edison Company; Anthony Martin, Associate General Counsel, Walmart Stores, Inc.;

Erin Nealy Cox, Executive Managing Director, Stroz Friedberg; Stacey Olliff, SVP, Legal & Business Affairs, NBCUniversal, Entertainment

& Digital Networks


Strategic planning and Demonstrating Success as a General CounselRoom: Crystal HThis session is designed to benefit every corporate attorney from the entry level associate G.C. to the experienced G.C. as it argues for a radically different perspective of the Legal Department within the modern corporate structure.

James Peck, Corporate Vice President, General Counsel & Secretary, Nypro, Inc.; William Potter, COO & General Counsel, CCreations, LLC;

Frederick Stein, Vice President, General Counsel and Secretary, Redbox Automated Retail, LLC



906 INTELLECTUAL PROPERTYPresented by the Sports & Entertainment committee

Let’s Go to the Videotape: What You Should Know About Licensing Music, Videos and photosRoom: Crystal G2Lights, camera, action! Your marketing department wants to put a rocking campaign together, or your sales team wants to use movie clips and music to show the cool features of your company’s product. You need to make it happen quickly. Gain an overview of what needs to be cleared, how to clear it and whom to contact about movie, music and photo rights, as well as the risks of not doing so.

Jaime Heins, Associate General Counsel, Burton; William Heller, Senior Vice President and General Counsel, New York Football Giants, Inc.;

Danielle Van Lier, Senior Counsel, Intellectual Property & Contracts, SAG-AFTRA

1006 LITIGATION AND DISPUTE RESOLUTIONPresented in cooperation with Cozen O’Connor

Seeking recovery for Self-Insured LossesRoom: Crystal K–LFor a number of reasons, including reduction of insurance premium expense, many companies have increased their self-insured retention under property, fire and other first-party insurance coverages. While this makes economic sense, many companies fail to realize that, in becoming substantially self-insured, they are losing out on opportunities to receive reimbursement for their self-insured losses by failing to operate like an insurance company and develop an effective subrogation/recovery program. Many companies with significant SIRs consider casualty losses to be an unrecoverable cost of doing business. Learn the legal theories, forensic techniques and technical information that will enable your self-insured company to investigate and pursue claims seeking reimbursement for these incurred losses on an extremely cost-effective basis, with virtually no out-of-pocket exposure or expense.

Elliott Feldman, Co-Chair, Litigation Department, Cozen O’Connor; David Smith, Attorney, Office of the General Counsel, Toll Brothers, Inc.;

Eric Tilles, Associate General Counsel/Manager Ethics and Compliance, Arkema Inc.; Lawrence Walker, Member, Cozen O’Connor

1206 ENVIRONMENT AND ENERGYPresented by the Energy committee

How Many Lawyers Does It Take to Change a Lightbulb? How to Manage an Electric Generation projectRoom: Grand 11Learn how to manage an electric power construction project as you provide legal advice and support to the project manager and other internal stakeholders. Your role is key to ensuring that inside and outside lawyers work effectively within the confines of the project team and that your skills are utilized most effectively in representing the client with external stakeholders. Learn how to facilitate EPC (Engineering, Procurement and Construction) contracts, including determining the scope and duration of the project, and establishing milestones. Learn how to convince the project team that lawyers can help get the project completed on time and under budget. Lessons learned from well-lawyered and under-lawyered projects will be highlighted.

James Dixon, Vice President, Legal & Compliance Services, ConEdison Energy/ConEdison Development; Dorothy Franzoni, Partner, Sutherland

Asbill & Brennan LLP; Craig Johnson, Deputy General Counsel, Caterpillar Inc.; Robert Temple, Assistant General Counsel, The Babcock &

Wilcox Company; Charles Whitney, Senior Vice President, General Counsel, Oglethorpe Power Corporation






CLO2 CLO CLUB

Innovation and Change: Applying Design Thinking to Solve problems and Gain a Competitive Edge (By Invitation Only)This session will explore how design thinking can shift the solution space for innovation challenges to achieve unique competitive advantage and growth opportunities. As opposed to dealing with what already exists, design thinking primarily focuses on what has yet to be developed. It’s a capacity for creative visualization (reasoning) to design. We will discuss what design thinking is and how it might be applied to your organization’s innovation challenges. Participants will learn the design-thinking process and toolkit, and apply design thinking to an innovation challenge.

Melvyn A. J. Menezes, Associate Professor, Boston University School of Management

BREAK 4–4:30 PM | CYPRESS BALLROOM


107 DRIVING CHANGE

ACC Value Challenge ClinicRoom: Grand 12–14This is a reprise of a very well received program we piloted in 2011—an opportunity to meet in small groups with practitioners on the forefront of the value movement, including ACC Value Champions and members of the ACC Value Challenge Steering Committee. Bring your specific questions on how to move your outside counsel spend to value-based fee structures, and use data analytics and management practices to improve value in your outside counsel spend.

207 COMPLIANCE AND ETHICSPresented by the Litigation committee

Shhh! This Is Attorney–Client privilegedRoom: Crystal HThe attorney–client privilege is an important issue all in-house lawyers should know well. Get an update on recent case law and learn important practical steps you can take in your daily practice to protect against waiver.

Michael Booden, Counsel, YMCA of Metro Chicago; Irwin Shur, Vice President, General Counsel & Secretary, Snap-on Incorporated;

Margaret Wojciechowski, Associate General Counsel, Underwriters Laboratories Inc.



307 CONTRACTS AND NEGOTIATIONSPresented by the Law Department Management committee

A play-by-play Guide to Creating a Contracts playbookRoom: Crystal J2Learn how to go about creating a contracts playbook for your organization, from establishing core templates to creating fallback language for your internal business partners and for outside counsel. Learn to create legal talking points for non-lawyers and get started on this useful project to save your organization time and money, and optimize use of internal and external counsel by reducing the need for communication on routine contract matters.

Karla Bookman, Vice President, Corporate and Compliance Solutions, Pangea3 LLC, Thomson Reuters; Byron Buck II, Senior Corporate

Counsel, Caterpillar Inc; Gemma Heckendorf, Corporate Counsel, IHS Inc.; Jack O’Neil, Senior Consulting Counsel, Western Group, Inc.;

Sarena Straus, Senior Counsel, Boehringer Ingelheim


The Lead Director: Duties, Compensation and IndependenceRoom: Crystal J1Many public companies have created a “Lead Director” position to promote strong corporate governance. The responsibilities of this position range from routine administrative functions to roles that can profoundly affect corporate strategy and operations. This program will focus on best practices regarding duties, compensation and independence of the lead director.

Jay Freeland, President & CEO, Faro Technologies, Inc.; Alana Griffin, Deputy General Counsel, Synovus Financial Corp.;

Gary Ivey, Partner, Alston & Bird LLP; Lou Neeb, Lead Director, Denny’s Corporation

507 EMPLOYMENT AND LABORPresented by the Employment & Labor committee and the Small Law Department committee

S.O.S.: Employee Benefits Issue Spotting for the Non-Benefits LawyerRoom: Grand 7ADoes your company have benefits plans? Severance plans? 401K plans? Incentive compensation plans? If so, attend this session. Even if you don’t usually comment on employee benefits issues, this area of the law can make any practitioner feel utterly at a loss. Most of us don’t have special benefits expertise but are asked to advise on incentive compensation and other benefits plans and claims as part of our general in-house duties. This issue-spotting seminar will give you a high-level overview of key issues and trends relating to employee benefits plans. The goal is to enable you to spot potential problems, understand the framework and clarify the murky benefits plan language. Learn when to call in an expert.

Dana Hale, Director, Assistant General Counsel, Capital One Financial Corporation; Ronald Peppe, General Counsel & VP Human Resources,

Canam Steel Corporation; Lisa Sotir Ozkan, General Counsel, NEA Member Benefits





607 INTERNATIONALPresented in cooperation with CMS

post-Merger Integration of American and European CompaniesRoom: Canary 3–4Success or failure of M&A transactions can be decided by the success of post-merger integration measures. Listen to case studies that exemplify successful post-merger integration plans in multinational M&As, with a particular emphasis on legal and employment matters. Gain insight into the importance of planning integration carefully and early, and of linking pre-acquisition due diligence and post-merger integration. Learn how to integrate the acquired management and workforce and the potential impact of local particularities on the timeline, and understand how to rationalize the combined business and reorganize the combined business’s legal structure. Look at coordination of these various functions and the role of corporate and external counsel in preparing and implementing an integration plan.

Fernando Bazán, Partner, CMS Madrid; Sarah Hilty, Chief Counsel, CH2M HILL; Sandra Rafferty, Partner, CMS;

Gregory Ritts, Deputy General Counsel, SVP – Media, Re:Sources USA

707 TECHNOLOGYPresented by the IT, Privacy & eCommerce committee and the International Legal Affairs committee

privacy for the Neophyte: Introduction to Global privacy IssuesRoom: Crystal G2Attend this session to uncover the answers to pressing questions about global privacy issues: What are the major privacy laws and how do they differ (e.g., general, industry specific)? What are the usual concerns? What should you know? What is the EU Directive and how does it compare and interact with US laws or those of other countries? What is the safe harbor? What is the new proposed General Data Protection Regulation in the EU?

Milo Cividanes, Partner, Venable LLP; Dawn Haghighi, General Counsel, PCV Murcor Real Estate Services; Douglas Kelly, VP & Senior Counsel,

Marriott Vacations Worldwide Corporation; Aaron Mendelsohn, Program Manager Global Privacy, Eaton Corporation;

Robert G. Schoshinski, Assistant Director, Division of Privacy and Identity Theft, Federal Trade Commission

807 LAW DEPARTMENT MANAGEMENTPresented in cooperation with Stikeman Elliott LLP

Is Your Law Department Taking Advantage of Law Firm Knowledge Management?Room: Grand 8AYou may be hearing a lot these days about your law firms’ investments in knowledge management. In principle, these initiatives sound promising, claiming to develop and deliver legal content, improve efficiencies, ensure legal project management, leverage technology and enrich client relationships. But, in practice, what is the true value of KM to you? Is your company taking full advantage of the services available? Have you partnered on precedent development, engaged a firm to provide a tailored current awareness service, asked a firm to provide better access to your own information, worked with a firm on a value-based solution tailored to your company’s particular business challenges or leveraged a firm’s KM expertise in relation to your own content? Discern the value of these services and learn how to work with your external legal service providers to get the most out of their KM initiatives.

Andrea Alliston, Partner, Knowledge Management, Stikeman Elliott; Danette Gallatin, Legal Business Manager, Williams Companies, Inc.;

Samantha Horn, Partner, Stikeman Elliott; Jolie Lin, Deputy General Counsel, Knowledge Management, BMO Financial Group



907 INTELLECTUAL PROPERTYPresented in cooperation with Norton Rose Canada LLP

Ip in China—Developing an Effective StrategyRoom: Crystal G1The Supreme People’s Court of China recently released its annual report for IP cases. The report contains some eye-catching figures. In 2011, patent litigation cases started were up over 35 percent from the previous year; trademark cases were up 53 percent; and copyright cases were up 42 percent. At the same time, the number of patent applications filed rose by 33 percent. The overwhelming majority of these lawsuits and patent applications were started by Chinese firms. Do these figures reflect a change in attitude toward the protection and enforcement of intellectual property rights in China? If so, are they part of the global trend toward greater protection of IP? Learn about the current and evolving IP landscape in China, and explore the reasons for the recent growth in IP protection and cases started in China. Explore case studies to consider how to develop an effective IP protection and enforcement strategy for your business in China. We also consider the impact and relevancy of these Chinese trends on global IP strategies.

Jane Caskey, Partner, Norton Rose Canada LLP; James Kellerman, Assistant General Counsel, GlaxoSmithKline;

Bonnie MacNaughton, Senior Attorney, Microsoft Corporation; Wayne Yan, Counsel, Norton Rose Canada LLP

1007 LITIGATION AND DISPUTE RESOLUTIONPresented in cooperation with American Arbitration Association

Muscular Arbitration: What Corporate Counsel Can Do to Shape Up ArbitrationRoom: Crystal K–LAn interactive session that queries what corporate counsel are doing and can do to drive down the cost and up the speed and efficiency of ADR. During this interactive program, you will respond to a series of survey questions about arbitration and mediation. Results of the survey will be displayed in real time. While voting is anonymous, you will be able to see how the audience responded and ascertain what others are doing and thinking. Discussion and best practice tips by ADR experts who are former judges, corporate counsel and ADR providers will be woven into the questions and answers.

Hon. William Bassler, U.S.D.J. (Ret.), Independent Arbitrator and Mediator, American Arbitration Association; David Benck, Vice President &

General Counsel, Hibbett Sporting Goods, Inc.; Elisa Garcia, General Counsel, Office Depot, Inc.; Sandra Partridge, Vice President, American

Arbitration Association; Eric Tuchmann, General Counsel and Corporate Secretary, American Arbitration Association

1207 ENVIRONMENT AND ENERGYPresented by the Energy committee and the Compliance & Ethics committee

May the Force Be with You: Best practices in risk Management for Energy CompaniesRoom: Canary 1–2This program will address the most significant risk management issues facing in-house lawyers involved in energy transportation, storage and trading, including discussion of best practices and potential pitfalls in identification of risk and risk control (including counterparty and credit risk), contract negotiation and drafting, insurance and indemnity.

Rachel Giesber Clingman, Partner, Sutherland Asbill & Brennan LLP; Meredith M. Lackey, General Counsel, Colonial Pipeline Company;

Kaiser Malik, Senior Counsel, Calpine Corporation; Robert Viola, Director Legal and Compliance, Vitol, Inc.

RECEPTION 6–7 PM | CYPRESS BALLROOM





LUGGAGE STOrAGE

Luggage storage is available from 7:30 AM–1:30 PM for attendees on

Wednesday, October 3 behind ACC Registration in Royal.

Community OutreachEach year, ACC donates to a worthy organization in lieu of a gift to our faculty. For 2012, ACC selected the Guardian ad Litem (GAL) program from the Legal Aid Society of the Orange County Bar Association. This program places caring, responsible adults as guardians to children who are victims of abuse, neglect, or abandonment. Each guardian serves as an advocate, helping to bring stability and balance to a child’s life.

HOW ArE YOU GETTING BACK

TO THE AIrpOrT WEDNESDAY?

Make it easy on yourself. If you haven’t done so already, stop by registration or the information desk and reserve your spot for a ride back to the Orlando

International Airport on Wednesday, October 3. Tickets are $25 and shuttles will depart throughout the morning and early afternoon. See the schedule

posted at registration.

TO LEARN MORE ABOUT THE PROGRAM, VISIT WWW.LEGALAIDOCBA.OrG.

Introducing General Counsel NAVIGATOR, an innovative resource built for the way you work.

With superior research capabilities and industry-leading expertise across practice areas, we set the bar for next-generation business and compliance solutions.

Fast-answer solutions designed for the corporate counsel workflow.

Find us at booth #722 or visit wolterskluwerlb.com.

Meet the 2012 ACC Value ChampionsAttend the Tuesday Lunch & General Session to hear from the inaugural ACC Value Champions about their successful programs to reduce spending, achieve near certain predictability of spending, and improve legal outcomes.

This moderated panel discussion will draw out the keys to success from each ACC Value Champion. You’ll hear stories that include:

• A small company CLO who overcame common challenges of a lack of data and predictability

• A global company GC who revamped outside counsel selection for matters of all sizes

• Departments that transformed legal spending by reengineering the in-house legal function

Whether you work in a small, medium or large department, you will hear about management tactics – from 101- level to innovative – that you can take back to your offi ce. Then you too can take the ACC Value Challenge and become a champion.

Learn more at www.acc.com/valuechampions

GlaxoSmithKline

The Home Depot

Lucchini S.p.A.

Medtronic

Pfizer Inc.

RBC Capital Markets and Morgan, Lewis & Bockius LLP

Rockwell Collins and Seyfarth Shaw LLP

The Sherwin-Williams Company and Gallagher Sharp

Target and Nilan Johnson Lewis P.A.

Tyco International Ltd. and Shook, Hardy & Bacon L.L.P.

United Retirement Plan Consultants, Inc. & Porter Wright

Whirlpool Corporation and Wheeler Trigg O’Donnell LLP

M e e T T H e 2 012

ACC Value Champions

Morgan, Lewis & Bockius LLP

Rockwell Collins and Seyfarth

Company and Gallagher Sharp

and Shook, Hardy & Bacon

Consultants, Inc. & Porter

Value Champions

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PROGRAM DETAILS WEDNESDAY, OCTOBER 3

STAY CONNECTED




/ AssnCorpCnsl

PROGRAM DETAILSWEDNESDAY, OCTOBER 3




108 DRIVING CHANGEPresented by the Law Department Management committee

First What, Then Who: Strategic Sourcing Through Work prioritizationRoom: SagoUncover a strategic approach to managing internal and external legal department resources, including how to determine the tasks or units of work that must be completed to achieve the department’s mission of providing high-quality, cost-effective legal services to its business clients. Once those are determined, learn how the work should be assessed based on complexity or effort, and the potential value or risk to the business. Gain insights on how to make educated decisions as to who is best suited to manage or complete the work from a resource perspective. Learn how to prioritize work based on its strategic value or risk to the organization and source it to the appropriate internal and external resources based on that priority assessment.

Gabriel Buigas, VP & Deputy General Counsel, Hewlett-Packard; Karen Morris, V.P. P&C Counsel Operations, USAA;

Kayla Shell, Executive Director, Dell; George Sukatos, Associate General Counsel, Bank of America

208 COMPLIANCE AND ETHICSPresented by the Health Law committee

Current pharma Trends: More paper, More reporting and More “Sunshine”Room: Crystal G1Attend this session for an update on the pharmaceutical, medical device and health care marketplace. This year and last have brought many changes in fraud and abuse regulations, corporate integrity agreements, reporting under the Federal Sunshine Act and the impact of the Mensing decision. Experts from different industries will discuss how they are implementing these changes within their organizations.

Richard Cheng, General Counsel, Senior Care Centers; Maria Gonzalez Knavel, Partner, Foley & Lardner LLP;

Margaret Richardson, Vice President, Legal, Qualitest Pharmaceuticals; David Rosen, Partner, Foley & Lardner LLP

308 CONTRACTS AND NEGOTIATIONSPresented by the International Legal Affairs committee

Establishing Cross-Border product Distribution Arrangements: The practical Do’s and Don’tsRoom: Grand 8BExamine the differing antitrust/competition and other legal requirements of the European Union that govern cross-border sales distribution arrangements in multiple jurisdictions and take away practical insights on how various legal systems impact a supplier’s approach to resale price maintenance, exclusivity, brand integrity, bundling, payment, terminating and/or replacing agents and distributors and conducting online marketing and sales.

Alicia Ashfield, Assistant General Counsel/International Counsel, Church & Dwight Co., Inc.; Yves Botteman, Avocat, Steptoe & Johnson LLP

(Lex Mundi); Bruce Ghrist, Vice President & Associate General Counsel, Rosetta Stone Inc.; Scott Thayer, Senior Counsel, ConAgra Foods, Inc.






Taking Your Company publicRoom: Canary 3–4With the uncertainty in the capital, it is more imperative than ever that companies hoping to go public are prepared to face the scrutiny and challenges of becoming a public company. Learn what it takes to build an IPO-ready company and complete a successful IPO in this market. This seminar will cover: getting the company ready for an IPO; the key items necessary for an efficient, risk-minimized offering, including tips, traps and lessons learned from GCs; and the IPO process.

Delida Costin, General Counsel, Pandora Media, Inc.; Jeff Hoffmeister, Managing Director, Morgan Stanley, Investment Banking Division;

Lior Nuchi, Partner, Alston & Bird LLP; James Williams, Vice President, General Counsel & Corporate Secretary, Liquidity Services, Inc.;

Michael Wu, General Counsel, Rosetta Stone

508 EMPLOYMENT AND LABORPresented in cooperation with Ius Laboris

Investigating Employee Misconduct Across BordersRoom: Crystal G2In this session, you will be divided into groups led by counsel of varying jurisdictions to conduct the stages of investigating employee misconduct through a case study. The various stages of an investigation will be covered, including: planning the investigation, determining the scope, gathering the evidence, conducting witness interviews and reaching findings.

Fred Green, Senior Attorney, Microsoft; Christopher Hitchins, Partner, Lewis Silkin; Ius Laboris Member (United Kingdom);

Michelle Marchant, Associate General Counsel, Clearwire, Inc.; Tahl Tyson, Shareholder, Littler Mendelson, P.C., Ius Laboris Member (USA)


The pioneers Take the Arrows (and the Gold): Legal risks When Doing Business in AfricaRoom: Canary 1–2Interest in investing in Africa has increased greatly in recent years. As a result, you need to understand the legal risks and challenges your company will face when seeking to do business in Africa. Africa is not a single, homogenous region: It consists of more than 50 countries, each with its own distinct culture, legal and political structure and opportunities and risks for international businesses. Acquire insight into the most significant legal issues encountered by companies in industries with the most experience in Africa—oil, gas and mining—in various regions; and learn how to address the challenges presented by these unique and vital environments.

Celine Gerson, Chief Ethics and Compliance Officer, Cameron; Jonathan Lang, Partner, Bowman Gilfillan (Lex Mundi);

Bellanne Toren, Vice President Legal & General Counsel, Central European Petroleum Ltd.

708 TECHNOLOGYPresented in cooperation with Robert Half Legal

Business Etiquette: The New rules in a Digital AgeRoom: Crystal HIs it OK to friend your boss? Can an email mistake jeopardize your career? There are many gray areas when it comes to communicating in the digital age. Hear about guidelines for digital protocols in the workplace, including best practices



for using LinkedIn, Facebook and Twitter, as well as traditional communication tools. Find out what executives say about etiquette in the workplace, and learn how to tend to your network in just five minutes a day. You will gain better insight into your social networking style through interaction with panelists, including an engaging quiz.

Brett C. Bartlett, Partner, Seyfarth Shaw LLP; Jason Romrell, President & Chief Legal Officer, Budget Van Lines;

Kwarma Vanderpuye, Senior Vice President and General Counsel, SDD Global Solutions; Charles Volkert, Executive Director, Robert Half Legal

808 LAW DEPARTMENT MANAGEMENTPresented by the Litigation committee

Maximize Your Corporate Insurance CoverageRoom: Crystal J2Corporate insurance is a requirement in business, but what does your company get for its premium dollars? Does your company have the proper coverage? Review various types of business insurance including D&O, E&O and special lines of coverage. Learn to understand standard policy clauses, insurers’ interpretation of those clauses and practical steps you can take to maximize your company’s insurance recoveries.

Wendy Breau, Director, Ernst & Young LLP; Vivek Chopra, Partner, Perkins Coie; Carmel Gill, Corporate Counsel, Level 3 Communications, LLC;

Selena Linde, Partner, Perkins Coie; Rebecca Lorance, Senior Counsel, Dell, Inc.

1008 LITIGATION AND DISPUTE RESOLUTIONPresented in cooperation with Stroz Friedberg

The Flat World and the Future of Document reviewRoom: Crystal J1As much as 80 percent of the cost of e-discovery is attributable to attorneys reviewing documents for litigation and investigations. As a result, outsourcing document review to lower-cost regions—on- and offshore—has become the fastest-growing trend in litigation support. At the same time, machine-learning technology is making groundbreaking progress in assisting with reviews of the vast amount of data which must be assessed as part of discovery or regulatory obligations. Attend this session to learn how human review and advanced technology can be harnessed to increase the efficiency and accuracy of document review; how the marriage of people and processes can reduce the total cost of discovery; and how the combination of all of these components—human reviewers, advanced analytical technology, and robust review processes and protocols—can strengthen rather than sacrifice defensibility.

Thomas Barnett, Managing Director, Stroz Friedberg; Linda K. Clark, Senior Counsel, Reed Elsevier Group;

Greg McPolin, VP Global Head of Litigation Solutions, Pangea3, a Thomson Reuters Company;

Kimarie Stratos, Senior Vice President and General Counsel, Memorial Healthcare System

1208 FINANCEPresented by the Financial Services committee and the Corporate & Securities Law committee

Managing the Fallout from a Financial Scandal: Brand Damage, SIpC Coverage, LitigationRoom: Crystal K–LA roundtable discussion on the latest in a long series of international corporate financial scandals that imposes new burdens and responsibilities on in-house counsel. MF Global Holdings, Madoff, Stanford, Lehman and many other smaller failures mean that corporate counsel for securities, brokerage and other companies that invest in Europe face heightened corporate and regulatory scrutiny. What are the minefields you have to avoid? Is there insurance for your losses? Is there insurance for





your shareholders’ or investors’ losses? Will your management face criminal charges? What compliance measures can you implement to minimize your risks? A panel of distinguished attorneys will advise you of best practices.

Lowell Haky, Associate General Counsel, Charles Schwab & Co., Inc.; Orlan Johnson, Former Chair, SIPC, Securities Investor Protection

Corporation; Miriam Lefkowitz, General Counsel, Shufro, Rose & Co., LLC



109 DRIVING CHANGEPresented in cooperation with Seyfarth Shaw LLP

Metrics That MatterRoom: Canary 3–4The mounting popularity of value-based billing arrangements is changing the way we approach the practice of law. No longer are in-house law departments subject to outside law firms’ hourly rates. As buying power continues to shift, in-house practitioners must define and standardize the measures they use to analyze their engagements. You’ll need to consider which metrics align your external law firms with your law department, and ultimately your company’s strategic goals. You’ll need to look at the picture through a different lens, one that is more transparent than ever. Examine today’s most meaningful metrics and acquire the tools to determine which metrics matter most for you and your organization.

Gary Chadick, Senior Vice President, General Counsel & Secretary, Rockwell Collins, Inc.; Lisa Damon, National Chair, Labor & Employment

Department, Seyfarth Shaw LLP; Kenneth Grady, General Counsel and Secretary, Wolverine Worldwide, Inc.;

Gary Nelson, VP of Legal Operations, Medtronic, Inc.

209 COMPLIANCE AND ETHICSPresented by the Sports & Entertainment committee

Sweepstakes, raffles, Contests and Lotteries: What Every In-house Lawyer Needs to KnowRoom: Crystal HA giveaway may seem like a simple event. Marketing departments love using free prizes to drive customers to act. However, no good deed goes unpunished. A giveaway may be deemed to be a sweepstakes or contest; worse, it could end up being deemed an illegal raffle or lottery. Learn the differences between them, how to spot potential problems and how to help ensure that the campaign makes marketing, legal and customers happy.

Dana McDonald, Associate Counsel, Under Armour, Inc.; Emily Roisman, Vice President and Corporate Counsel, Feld Entertainment, Inc.

309 CONTRACTS AND NEGOTIATIONSPresented by the Corporate & Securities Law committee

Tax Considerations in M&A TransactionsRoom: Crystal J1Tax issues are increasingly becoming an important component driving M&A deal strategy and the likelihood of success. This program will help in-house counsel involved in M&As understand the ways in which tax issues might impact your transactions.



Thomas Avent Jr, Partner, KPMG LLP; Priscilla Hughes, Senior Vice President & General Counsel, Americas, Thomson Reuters Markets;

Eleanor Palmer, Managing Counsel, Nationwide Mutual Insurance Company

409 CORPORATE AND SECURITIESPresented by the Financial Services committee

When Business Competitors Collaborate: Ethical, Antitrust and Compliance ConcernsRoom: Crystal J2Companies that regularly and legitimately interact with rivals are facing increasing compliance and antitrust challenges under recent case law. Participate in this mock-compliance session to learn how to train employees on traditional antitrust violations, including privilege issues that arise during training, as well as more subtle compliance questions involving collaborations with rivals.

Teresa Davidson, Vice President – Legal, General Counsel & Secretary, Volvo Financial Services; Shirley R. Edwards, Deputy County Counsel,

Santa Clara County Counsel’s Office; Scott Rammell, Vice President, General Counsel and Secretary, Tesoro Hawaii Corporation;

David Simon, President, WeComply, Inc.


Crossing the Cultural Divide: Succeeding in International Business NegotiationsRoom: SagoInternational transaction negotiating practices and styles differ from country to country. The cultural backgrounds of people negotiating an international transaction (including Americans!) strongly influence how the negotiations proceed and whether they succeed. To negotiate a contract successfully, you need to understand the people you are negotiating with, not just your company’s strategies and goals, and to deal with the ethical and professional challenges that arise during the negotiations. Attend this practical and interactive program, which will include case studies and hypotheticals to promote a lively discussion. Learn techniques to become a more effective negotiator. Gain insights into different approaches to the major legal issues that arise, and discover the cultural “soft skills” you need to navigate successfully across the cultural divide while keeping a firm hold on your ethical compass.

Justin Connor, Senior Counsel, Spacenet; Rodolfo Rivera, International Major Claims Counsel, Fidelity National Title Group;

David Woodmansee, Vice President, Assistant General Counsel & Assistant Secretary, Eastman Chemical Company;

Francis Xavier S.C. Xavier, Head, Disputes Practices, Rajah & Tann LLP (Lex Mundi)

709 TECHNOLOGYPresented by the Law Department Management committee

Law Department Technology: planning, Installation and ImplementationRoom: Grand 8BWhen evaluating your law department’s processes and technologies, how do you determine your real-world needs as well as the practical requirements to begin attacking those needs? Discover how to identify the right technology for your organization and how to justify its cost. Learn about key law department systems and vendors to address your needs. Review the post-selection processes key to integration, from installation to implementation, including available outside resources and more. Discover how to get IT and capital investment, how to make use of what you already have, e.g. SharePoint and how to ensure successful change management.

Sonya Bland, Legal Operations Technology Solutions Manager, Hewlett-Packard Company; Danette Gallatin, Legal Business Manager,

Williams Companies, Inc.; Michelle Mattei, Operations Officer-Office of General Counsel, Eisai Inc.; Richard Seleznov, Managing Director,

Huron Consulting Group; Janet Wright, Vice President Corporate Securities & Finance Counsel, Dell





1309 FINANCEPresented by the Small Law Department committee

Understanding Financial Statements and Basic Accounting ConceptsRoom: Crystal G2This program covers basic concepts involved in accounting and financial statements, including types of financial statements and their components, balance sheets, statements of operations, statements of changes in stockholders’ equity and cash flow.

Samuel Cheris, General Counsel, Integrated Asset Services LLC; William Gupp, Chief Administrative Officer, General Counsel & Secretary,

Trex Company, Inc.; Emmy Hessler, Attorney

The tools you need to develop your compliance training program.

The Compliance Training Portal is a resource hub that services ACC members’ compliance and ethics training and information needs. Content covers a variety of topics such as antitrust, worker classification and the FCPA. You can also download the free iComply Toolkit iPhone app to conduct compliance and ethics training on the go.

Demonstrations will be held in the ACC Classroom in the Exhibit Hall on Tuesday at 4:10pm. Visit the ACC Booth for details.

Find out more at www.acc.com/compliance

ACC Compliance Training Portal

AM12 LRD CTP program guide ad.indd 1 8/30/12 11:51 AM

WELL, YOU KNOW THE RESTWhen the IRS reclassifies your independent contractors as employees, it

can sink your business with millions in back taxes, interest, and penalties.

That may be terrifying enough, but there’s even more below the surface. An IRS classification audit can open the floodgates to:

• State penalties• FLSA violations• Class-action lawsuits• Management distraction• Federal debarment • Brand damage• Sarbanes-Oxley violations• Legal defense costs

Scarier still, new cross-jurisdictional task forces make it even more likely that your damages won’t stop with the IRS.

NAVIGATE AROUND IC RISK With MBO Enterprise Solutions, your business can steer clear of all IC-related risks. With an air-tight IC compliance record, MBO makes sure you keep the IRS – and everyone else – at bay.

Call 1-800-220-0469 or visit mboenterprise.com today. And come by the MBO booth to see how you can use

MBO’s IRS Risk Calculator to build an IC compliance and engagement business case.

© 2012, MBO Partners, all rights reserved. MBO Enterprise Solutions is an MBO Partners company.

V I S I T T H E M B O B O O T H

IRS RISK IS JUST THE TIP OF...

Visit ACC’s 30th Anniversary Lounge and help us celebrate 30 years, 30,000

members worldwide and a promising future.

• Come by to have your photo taken in front of the 30th Anniversary backdrop.

• Share how ACC has helped you as an in-house attorney by signing our online guest book. You will be entered into a drawing to win a custom ACC-branded pillow.

• View our photo gallery displays and take a walk through 30 years of ACC memories.

• Relax—the lounge is “packed just right” to help you get the most out of your annual meeting experience.

Help us celebrate. Learn more about ACC’s history, post photos, and complete a crossword puzzle to win prizes by visiting www.acc.com/30.

Located in the Atrium, near the ACC Information Booth. See main floor map on page 6.

AM12 Mbrshp 30th Lounge program guide ad-R9.5.12.indd 1 9/5/12 7:20 PM

EXHIBIT HALL

STAY CONNECTED




/ AssnCorpCnsl


SPONSORS

BOOTH # COMPANY

501 AlixPartners, LLP502 American Arbitration Association101 Applied Discovery522 Ashby & Geddes, P.A.409 Barnes & Thornburg LLP217 Blake, Cassels & Graydon LLP223 CMS509 Constangy, Brooks & Smith LLP808 Cozen O'Connor209 Datacert707,709 Deloitte Financial Advisory Services LLP324 DLA Piper617 FordHarrison LLP407 Gowling Lafleur Henderson LLP208 Ius Laboris

BOOTH # COMPANY

507 Acuity Management Solutions907 Advologix809 Akerman Senterfitt807 ALM816 Alston & Bird LLP608 Autonomy724 Berwin Leighton Paisner LLP922 Bird & Bird503 Bloomberg Law925 Bridgeway Software103 Business Integrity423 Cassels Brock & Blackwell LLP906 Catalyst Repository Systems, Inc.516 Chubb924 Clearwell Systems701 Contoural, Inc.308 Copyright Clearance Center823 Corpedia531 Corporate Pro Bono517 Corporation Service Company723 CT Corporation702 Demarest & Almeida624 Dennemeyer Group802 DiscoverReady LLC916 doeLegal, LLC508 Employment Law Alliance403 Fisher & Phillips LLP623 Foley & Lardner LLP606 Fraser Milner Casgrain LLP106 Geotext Translations318 Greenberg Traurig, LLP806 Guidance Software524 Holland & Knight LLP800 Huron Legal703 Integreon306 International Law Office717 International Society of Primerus Law Firms117,119 IntraLinks107,109 Iron Mountain500 Jackson Lewis LLP325 Kean Miller LLP225 Kilpatrick Townsend & Stockton LLP601 KPMG LLP

Gold Level Sponsors

Blue Level Sponsors

BOOTH # COMPANY

116,118 Jordan Lawrence317 Kroll401 Lex Mundi206 Littler Mendelson P.C.316 Miles & Stockbridge P.C.603 Morrison & Foerster LLP100,102 Norton Rose Canada LLP200 robert Half Legal602 Seyfarth Shaw LLP622 Stikeman Elliott LLP523 Stroz Friedberg LLC600 Sullivan & Worcester LLP506 Sutherland Asbill & Brennan LLP122 Thomson reuters

BOOTH # COMPANY

106 Lathrop & Gage LLP525 Laurel Hill Advisory Group908 Laurence Simons Recruiting202 Legal Files Software, Inc.300, 301 LexisNexis322 Litigation Management, Inc.716 LT Online Corporation625 MBO Enterprise Solutions417,419 McDermott Will & Emery817 McGuireWoods LLP216 Meritas - Law Firms Worldwide406 Miller Law Group631, 730 Minority Corporate Counsel Association825 MLA Legal, LLC923 National Association of Corporate Directors723 National Registered Agents, Inc201 Nuix PTY LTD819 Ogier219 Ogletree, Deakins, Nash, Smoak & Stewart, P.C.422 Orange Legal Technologies122 Pangea3, Thomson Reuters323 Perkins Coie108 practical Law Company700 Practising Law Institute909 Proofpoint, Inc917 Recommind424 Relativity by kCura818 RenewData408 Saul Ewing LLP122 Serengeti Law, Thomson Reuters203 Shook, Hardy & Bacon LLP207 SNR Denton518 Stratos Legal630 Street Law918 TechLaw Solutions302 TerraLex218 The Legal 500723 TyMetrix307 Venable LLP309 WeComply722 Wolters Kluwer Law & Business719 Womble Carlyle Sandridge & Rice, LLP425 ZSA Legal Recruitment

ACC Alliance partner

EXHIBIT HALL MAPORLANDO WORLD CENTER RESORT, MARRIOTT

72

CYPRESS BALLROOM

MAIN ENTRANCE TO CYPRESS BALLROOM

ACC REGISTRATION & SESSIONS

ACCBOOTH

LOUNGE

EXIT

EXHIBIT HALL MAPORLANDO WORLD CENTER RESORT, MARRIOTT


CYPRESS BALLROOM

SPONSOR LOUNGE

CENTRAL FLORIDA CHAPTER WELCOME

CENTER

ACC CLASSROOM

74

SPONSOR LISTING BY INDUSTRY

ACC ALLIANCE PARTNERS BOOTH #

Applied Discovery 101Chubb 516Copyright Clearance Center 308Intralinks, Inc 117, 119Jordan Lawrence 116, 118Practical Law Company 108Robert Half Legal 200Thomson Reuters 122TyMetrix 723WeComply 309

BILLINGAcuity Management Solutions 507Advologix 907Corporation Service Company 517Datacert 209doeLegal 916Legal Files Software, Inc. 202LT Online Corporation 716Serengeti Law, Thomson Reuters 122Thomson reuters 122TyMetrix 723

CORPORATE GOVERNANACE & COMPLIANCE SERVICESAdvologix 907AlixPartners 501Applied Discovery 101Alston & Bird LLP 816Bridgeway Software 925Copyright Clearance Center 308Corporation Service Company 517CT Corporation 723Deloitte Financial Advisory Services LLP 707, 709Guidance Software 806Holland & Knight LLP 524Huron Legal 800Integreon 703Iron Mountain 107, 109KPMG LLP 601Laurel Hill Advisory Group 525Legal Files Software, Inc. 202MBO Enterprise Solutions 625National Registered Agents, Inc. 723Proofpoint, Inc 909Recommind 917Stroz Friedberg LLC 523Thomson reuters 122Wolters Kluwer Law & Business 722

ELECTRONIC DISCOVERYAdvologix 907AlixPartners, LLP 501Applied Discovery 101Alston & Bird LLP 816Autonomy 608Bridgeway Software 925Catalyst Repository Systems 906Clearwell Systems 924Contoural, Inc 701Copyright Clearance Center 308Corporation Service Company 517

CT Corporation 723Deloitte Financial Advisory Services LLP 707, 709DiscoverReady LLC 802Geotext Translations 106Guidance Software 806Holland & Knight LLP 524Huron Legal 800Integreon 703Iron Mountain 107, 109KPMG LLP 601Laurel Hill Advisory Group 525Nuix PTY LTD 201Orange Legal Technologies 422Proofpoint, Inc 909Recommind 917Relativity by kCura 424RenewData 818Stroz Friedberg LLC 523TechLaw Solutions 918Wolters Kluwer Law & Business 722

INSURANCEChubb 516Dennemeyer Group 624Thomson reuters 122

LAW FIRMAlston & Bird LLP 816Akerman Senterfitt 809Asnby & Geddes, P.A. 522Barnes & Thornburg LLP 409Berwin Leighton Paisner LLP 724Bird & Bird 922Blake, Cassels & Graydon LLP 217Cassels Brock & Blackwell LLP 423CMS 223Constangy, Brooks & Smith, LLP 509Cozen O’Connor 808CT Corporation 723Demarest & Almeida 702Dennemeyer Group 624DLA Piper LLP 324Fisher & Phillips LLP 403Foley & Lardner LLP 623FordHarrison LLP 617Fraser Milner Casgrain LLP 606Gowling Lafleur Henderson LLP 407Greenberg Traurig LLP 318Holland & Knight LLP 524International Society of Primerus Law Firms 717Jackson Lewis LLP 500Kean Miller LLP 325Kilpatrick Townsend & Stockton LLP 225Littler Mendelson P.C. 206McDermott Will & Emery 417, 419McGuireWoods LLP 817Miles & Stockbridge P.C. 316Miller Law Group 406Morrison Foerster LLP 603Norton Rose Canada LLP 100, 102Ogier 819Ogletree, Deakins, Nash, Smoak & Stewart, P.C. 219Perkins Coie LLP 323International Society of Primerus Law Firms 717Saul Ewing LLP 408Seyfarth Shaw LLP 602



Shook, Hardy & Bacon LLP 203SNR Denton 207Stikeman Elliott LLP 622Sullivan & Worcester LLP 600Sutherland Asbill & Brennan LLP 506TyMetrix 723Venable LLP 307Womble Carlyle Sandridge & Rice, LLP 719

LAW FIRM NETWORKAdvologix 907Employment Law Alliance 508International Society of Primerus Law Firms 717Ius Laboris 208Jackson Lewis LLP 500Lex Mundi 401Meritas – Law Firms Worldwide 216Serengeti Law, Thomson Reuters 122TerraLex 302

LEGAL EMPLOYMENT, RECRUITMENT & SEARCH FIRMSLaurence Simons Recruiting 908MLA Legal, LLC 825Robert Half Legal 200ZSA Legal Recruitment 425

LEGAL PROCESS OUTSOURCINGAcuity Management Solutions 507Dennemeyer Group 624Huron Legal 800Integreon 703Pangea3, Thomson Reuters 122Thomson reuters 122ZSA Legal Recruitment 425

LEGAL RESEARCH & SOLUTIONSALM 807Bloomberg Law 503Integreon 703LexisNexis 300, 301Practising Law Institute 700practical Law Company 108The Legal 500 218Thomson reuters 122TyMetrix 723Wolters Kluwer Law & Business 722

LEGAL SOFTWAREAcuity Management Solutions 507Advologix 907Applied Discovery 101Bridgeway Software 925Business Integrity 103Catalyst Repository Systems 906Corporation Service Company 517Datacert 209Dennemeyer Group 624doeLegal 916Guidance Software 806Legal Files Software, Inc. 202Litigation Management, Inc. 322

LT Online Corporation 716National Registered Agents, Inc. 723Recommind 917Relativity by kCura 424Serengeti Law, Thomson Reuters 122Thomson reuters 122TyMetrix 723

LITIGATION SUPPORTAlixPartners, LLP 501Alston & Bird LLP 816Applied Discovery 101Catalyst Repository Systems 906Deloitte Financial Advisory Services LLP 707, 709Dennemeyer Group 624DiscoverReady LLC 802doeLegal 916Geotext Translations 106Guidance Software 806Huron Legal 800Integreon 703Iron Mountain 107, 109KPMG LLP 601Litigation Management, Inc. 322Orange Legal Technologies 422Proofpoint, Inc 909Relativity by kCura 424Stratos Legal 518TechLaw Solutions 918Thomson reuters 122

MANAGEMENT & BUSINESS CONSULTINGAdvologix 907Contoural, Inc. 701Deloitte Financial Advisory Services LLP 707, 709Dennemeyer Group 624Huron Legal 800Integreon 703Iron Mountain 107, 109KPMG LLP 601Laurel Hill Advisory Group 525MBO Enterprise Solutions 625Stroz Friedberg LLC 523TyMetrix 723

MATTER MANAGEMENTAcuity Management Solutions 507Advologix 907Bridgeway Software 925Corporation Service Company 517Datacert 209doeLegal 916Huron Legal 800Legal Files Software, Inc. 202Litigation Management, Inc. 322LT Online Corporation 716Serengeti Law, Thomson Reuters 122Thomson reuters 122TyMetrix 723


76


ONLINE COMPLIANCE & ETHICS TRAININGCopyright Clearance Center 308Corpedia 823Practising Law Institute 700WeComply 309

OTHER SPECIALTY LEGAL SERVICESAcuity Management Solutions 507ALM 807Alston & Bird LLP 816American Arbitration Association 502Business Integrity 103Catalyst Repository Systems 906Corporate Pro Bono 531Corporation Service Company 517Deloitte Financial Advisory Services LLP 707, 709Dennemeyer Group 624DiscoverReady LLC 802doeLegal 916Geotext Translations 106International Law Office 306IntraLinks 117, 119Litigation Management, Inc. 322Minority Corporate Counsel Association 631, 730National Association of Corporate Directors 923Practising Law Institute 700Street Law 630TerraLex 302The Legal 500 218TyMetrix 723

RECORDS RETENTION & DOCUMENT MANAGEMENTApplied Discovery 101Catalyst Repository Systems 906Contoural, Inc. 701Corporation Service Company 517CT Corporation 723Deloitte Financial Advisory Services LLP 707, 709DiscoverReady 802Guidance Software 806Huron Legal 800IntraLinks 117, 119Iron Mountain 107, 109Jordan Lawrence 116, 118KPMG LLP 601Legal Files Software,Inc. 202Litigation Management, Inc. 322LT Online Corporation 716National Registered Agents, Inc. 723Proofpoint, Inc 909

Create, analyze and benchmark your contracts

Contract drafting has never been easier! With ACC Contract Advisor — a powerful new contract drafting tool — you can access model contracts, view thousands of sample clauses, and run draft language through the Benchmark Tool to identify any missing or uncommon clauses. Ten agreement types FREE for ACC Members!

Demonstrations will be held in the ACC Classroom in the Exhibit Hall on Sunday and Tuesday at 6:15pm and on Monday at 4:10pm and 6:15pm. Visit the ACC Booth for details.

Learn more at contracts.acc.com

ACC Contract AdvisorPowered by KIIAC LLC

AM12 LRD Contract_Advisor program guide ad.indd 1 8/30/12 11:51 AM


Flexibility. Strength.Balance.

TAKE CONTROL OF YOUR INFORMATION MANAGEMENT

Information is the core of your

business. You’re challenged

by the presence of records in

different locations and formats

and the complexity of legal

holds and discovery.

Let Iron Mountain’s fl exible

integrated information

management services bring

balance to your processes.

Use the strength of our

resources to gain control over

costs and risk, and faster

access to the information

you need, when you need it.

To learn more visit us

at Booth #107.

Congratulations to ACC on

30,000 members for its

30th Anniversary!

© 2012 Iron Mountain Incorporated. All rights reserved. Iron Mountain and the design of the mountain are registered trademarks of Iron Mountain Incorporated in the U.S. and other countries.

ACC12_Ad 090512.indd 1 9/5/12 4:51 PM

Where can I find out more about ACC’s surveys and benchmarking data?

How can I locate ACC members around the world?

What are eGroups and how can I use them to seek advice from my peers?

Where can I check on my contact information, my committees and learn how to access ACC’s online services?

What is the ACC Mentor Program and how can I sign up?

How can I find a specific article in the ACC Docket?

The answers to these questions and more can be found at the ACC Booth. ACC staff will be available during the conference. Get the answers you need

and make sure you know about everything available to you as an ACC member.

To learn more information about the products and services included in your ACC membership, contact us at +1 202.293.4103, x360, [email protected] or visit www.acc.com/strength.

Stop by the ACC Booth (#430) to update your profile photo, get information on

membership and more.

AM12 Mbrshp Booth program guide ad.indd 1 8/30/12 11:26 AM

ACC’sANNUAL MEETING2013 LOS ANGELESOCTOBER 27–30

SAVETHE

DATE

WHERE IN-HOUSE COUNSEL CONNECT

AM.ACC.COM

Join corporate lawyers from all over the world and leading legal service providers for the largest gathering of the in-house counsel community, over 100 CLE/CPD programs and abundant networking opportunities. am.acc.com

Fin_AM13 Preview Ad.indd 1 9/6/12 10:31 AM

am.acc.com

Fin_AM13 Preview Ad.indd 2 9/6/12 4:34 PM

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