Tailored for In-House Lawyers by In-House Lawyers

www.cigroup.org.uk

Featuring in-house practitioners, this is an exciting new suite of workshops for 2008. Whether you are a sole-practitioner, a lawyer in a smaller legal department with little or no corporate support, new to the in-house role or an experienced in-house lawyer, these workshops will provide you with really practical guidance and insights to processes and situations that crop up from time to time and leave you wondering where to get started and what to do.Contributors include:Lola Emetulu, Assistant Company Secretary/Solicitor, Vodafone Group plc Justin Hoskins, Deputy Company Secretary, AstraZeneca plc David Hughes, Senior Legal Adviser, GKN plc Ellis Parry, Global Privacy Officer, AstraZeneca plc Raj Roy, Solicitor, Vodafone Group plc Ed Simpson, Faraday’s Law, formerly Head of Legal for BTG Lisa Smith, Senior Solicitor, Home Retail Group plc Serena Tierney, Head of Intellectual Property Law, Telefonica O2 Europe plc Alan Whitfield, Legal Director, Steria

Sponsored by:

Venue: Wragge & Co LLP, 3 Waterhouse Square, 142 Holborn, London EC1N 2SW5 hours CPD per seminar

Subscribed Member Fee: £265 + VAT per workshop

www.cigroup.org.uk

The Definitive Series of Practical Workshops

8 April 2008 Employment and Share Schemes

17 April 2008 Contracts

21 May 2008 Company Secretarial and Pensions

5 June 2008: Competition Compliance and

Data Protection

12 June 2008 Litigation and IP

Morning Session – EmploymentA workshop for in-house lawyers that will enable them either to support Human Resources or to lead on dealing with key business employee issues.

How to… suspend/dismiss an employee for misconduct

■ key action points on the first day ■ spotting the elephant traps - hidden discrimination issues ■ burden of proof - what do you have to show?

How to… exit senior executives

■ when to manage them out and when to push ■ how much will it cost? ■ from decision to execution

How to… stop ex-employees poaching their colleagues and taking your business

■ the legal framework: what’s possible, what’s worth doing ■ turning suspicion into evidence ■ practical protection

How to… establish/assist in a redundancy program

■ key decision points ■ what to say to whom and when ■ keeping your best people

In-House lawyer - TBA

Jonathan Chamberlain, Wragge & Co

Afternoon Session - Share SchemesThis session will look at the types of share incentives available to UK companies, the way in which share plans are structured, how they are taxed, and how option holders are treated on a sale of the company. This is relevant to any company looking to introduce a new share plan, or which currently operates a plan, and to advisers looking for an introduction to share plans. You will learn:-

How to… decide what type of share plan is right for your company

■ how do plans differ? ■ what features fit your business?

How to… go about structuring your share plans to encourage and reward your employees

■ why are you offering share options? To recruit, retain, motivate or save cash? Or all of those things? ■ how can you set performance conditions to help achieve your business objectives?

How to… find the most tax effective share incentives

■ how could you pay no tax at all on share incentives? ■ should tax over-ride the commercial objectives? ■ are there any tax-effective alternatives to options?

How to… make the most of your plan by communicating effectively with your employees

■ make sure the awards are understood……and appreciated ■ stay in touch

How to… deal with option holders if you’re selling the company?

■ what rights do option holders have? ■ how to make sure option holders can enjoy the benefits of the sale, but not hamper the process

Neil Pearson, Wragge & Co

In-House lawyer - Justin Hoskins, Deputy Company Secretary, AstraZeneca plc

10 am to 4 pm - 8 April 20085 hours CPD

Employment and Share Schemes

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All day session

The day will provide you with an overview of current issues in the world of commercial contracts. It is for in-house lawyers with limited time on their hands but in need of an update in terms of current best practice.

How to… manage your workload and risk

■ how do you know which contracts to review when faced with volume? Sometimes it’s a case of knowing when it’s not worth the fight ■ this session will include a practical discussion of some of the key risk areas in commercial contracts and how to address them

How to… flush out the issues

■ how do you identify the key issues in a transaction? Can heads of terms help?

How to… negotiate a contract

■ you’ve decided on the contracts that are worth legal negotiation. What is the best way of approaching this? ■ this session will set out some practical tips on negotiating contracts and negotiation strategies

How to… do outsourcing

■ what are the key issues? ■ how do outsourcing contracts differ from other commercial transactions?

How to… deal with disputes?

■ when should the lawyers get involved? ■ a few practical tips on dealing with change and contract management to avoid unnecessary disputes

Sally Mewies and Simone Tudor, Wragge & Co

In-House lawyer - Lisa Smith, Senior Lawyer, Home Retail Group plc

10 am to 4 pm - 17 April 20085 hours CPD

Contracts

Sponsored by:

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Morning Session - Company SecretarialThe session is aimed at individuals who have been asked to wear the co-sec hat, whether on a temporary or permanent basis. It will provide a basic understanding of the role of the company secretary and the tasks they are likely to encounter on a day-to-day basis.How to... survive a day in the life of the company secretary

■ the role of the company secretary ■ the company secretary’s relationship with the Board and the importance of being prepared ■ common problems and practical solutions

How to... convene a valid board/shareholder meeting ■ the legal framework ■ what are the practical issues that need to be considered?

How to... make sure your board/shareholder meeting runs smoothly ■ what are the procedural requirements? ■ common problems and how to deal with them ■ top ten tips for holding a successful meeting How to... complete and maintain statutory registers ■ statutory registers - are they really that important? ■ how do you complete statutory registers? What are the common mistakes? ■ you’ve noticed an error in the statutory registers - can you amend them?

Tracy Plimmer, Wragge & CoIn-House lawyer - Lola Emetulu, Assistant Company Secretary/Solicitor, Vodafone Group plc

Afternoon Session – PensionsThis session will equip in-house lawyers with some of the key headlines to help them understand how pension schemes work, what to look out for in terms of high level issues for companies and some warnings about potential “traps” pensions can set on transactions. The session will be in plain English and aims to make a very difficult and technical subject accessible so that as an in-house lawyer, you have a good feel for where the risks are for your organisation.How to… Defined Benefit v Defined Contribution - How do they differ?

■ an introduction to the main types of pension scheme and how they operate. The session will cover the risks associated with each type for a corporate sponsor so that in-house lawyers are aware of them

How to… deal with Trustee and Administration ■ an explanation of the trust system, which underpins many company pension schemes, and how pension schemes are run on a daily basis. This session will help in-house lawyers understand how pension schemes work and therefore how the corporate can interact with them in the best way

How to… deal with Trust Deed and Rules ■ an overview of the documentation which sets out the rules of a pension scheme. This session will take the in-house lawyer through the key provisions in the deed and rules which affect cost and risk to the corporate sponsor

How to… deal with Pensions and Corporate Activity ■ the headline issues for an in-house lawyer to know about in relation to the pensions issues which may arise on corporate transactions, including internal group reorganisations. The session will provide the in-house lawyer with an overview of the Pensions Regulator (including its powers and the “clearance process”) and section 75 of the Pensions Act 1995

How to… deal with Changing Pension Benefits ■ an explanation of the key legal areas which need to be considered when a company wants to change its pension benefits. This session will give in-house lawyers a checklist of the important considerations such as the consultation requirements, contractual issues and restrictions in the pension scheme rules

How to… deal with Pensions and the Future ■ an overview of some of the key topical issues ahead for corporates in respect of pensions. This will provide the in-house lawyer with some knowledge of the upcoming issues such as the Government’s personal accounts and developments in ways for companies to mitigate the risk of defined benefit schemes

Jason Coates, Wragge & CoIn-House lawyer - Alan Whitfield, Legal Director, Steria

10 am to 4 pm - 21 May 20085 hours CPD

Company Secretarial and Pensions

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Morning Session – CompetitionCompetition law compliance is high on the agenda in the corporate boardroom. Fines imposed by EU and UK competition authorities are increasing in size and frequency at an alarming rate. Even prosecutions for price fixing are now a real risk in the UK. This event will examine some of the key areas of competition law and enforcement policy that companies need to be aware of. It is for in-house lawyers, directors and others with compliance responsibilities.

How to… avoid serious infringements

■ the competition rules ■ sanctions ■ do’s and don’ts ■ trade associations

How to… keep out of jail

■ the cartel offence ■ compliance policy ■ managing information

How to… apply this to your market

■ market definition ■ dominance ■ exemptions ■ case studies

How to… deal with a “dawn raid”

■ powers and procedures ■ being prepared ■ dealing with officials on the day ■ issues of privilege and self-incrimination

How to… secure immunity or leniency

■ OFT and Commission procedures ■ settlements ■ managing conflicts of interests between companies and managers ■ the role of the in-house lawyer

Simon Taylor, Wragge & Co In-House lawyer - Raj Roy, Solicitor, Vodafone Group plc

Afternoon Session - Data ProtectionThis workshop will look at practical tips to keep your business on the right side of the line on data protection compliance. We will use some live examples in demonstrating best practice.

How to… deal with DP audits

■ when do you need to do them and how do you do them?

How to… deal with data export issues

■ different means of compliance

How to… deal with privacy notices

■ what to put in them

How to… deal with website compliance

■ top issues

Peter Hall, Wragge & Co

In-House lawyer - Ellis Parry, Global Privacy Officer, AstraZeneca plc

10 am to 4 pm - 5 June 20085 hours CPD

Competition Compliance and Data Protection

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Morning Session - LitigationThis session will look at how to manage the costs of IP litigation from the perspective of experienced in-house and external IP litigation lawyers. We will also explore the opportunities involved in licensing IP and the key issues to be address in such licensing. The session will also combine the experience of in-house legal counsel dealing with brands and a private practice lawyer to explore the key strategic decisions companies need to make when deciding how to protect their key brands. For policing the brand we will look at the pros and cons of trade mark watching briefs and working with local customs officers under the Customs Regulation and on enforcement, we will look at remedies available in the UK and compare them with other European jurisdictions to explore the best solutions.What to do when the Claim Form/Summons comes in

■ time limits ■ how do you get/deal with a claim? ■ should you challenge jurisdiction or challenge the process in some other way?

How to… draft a Small Claim/Fast Track Claim Form ■ For most claims under say £20k it is not worth instructing external lawyers to assist, but the in-house lawyer might wish to conduct the litigation themselves ■ what must you plead? ■ structure ■ drafting practice

How to… deal with Strategies for defence ■ how to plead ■ strike out? ■ security for costs?

How to… deal with Strategies for attack ■ pressure! ■ mediation?

Jargon buster ■ Part 8 ■ Part 36 etc

How to… deal with Funding litigation ■ before the event insurance ■ after the event insurance ■ CFAs ■ litigation funders

James Gordon, Wragge & CoIn-House lawyer - David Hughes, Senior Legal Advisor, GKN

Afternoon Workshop – IP This session will look at how to manage the costs of IP litigation from the perspective of experienced in-house and external IP litigation lawyers. We will also explore the opportunities involved in licensing IP and the key issues to be address in such licensing. The session will also combine the experience of in-house legal counsel dealing with brands and a private practice lawyer to explore the key strategic decisions companies need to make when deciding how to protect their key brands. For policing the brand we will look at the pros and cons of trade mark watching briefs and working with local customs officers under the Customs Regulation and on enforcement, we will look at remedies available in the UK and compare them with other European jurisdictions to explore the best solutions.How to… manage IP litigation cost-effectively

■ choosing a court to keep costs down ■ team structures in-house and externally ■ avoiding paying to train outside counsel ■ cutting out non-essential work ■ when to use/when not to use IT solutions ■ maintaining privilege while communicating around the team

How to... license IP effectively■ why license IP? ■ key strategic issues ■ key contractual terms

How to... police and enforce brands■ what and where to register trade marks ■ watching briefs ■ Customs Regulation ■ trade mark infringement/Passing off ■ remedies available in various European jurisdictions

David Barron, Gordon Harris, Michael Luckman and James Rowlands, Wragge & CoIn-House lawyers - Ed Simpson, Faraday’s Law, formerly Head of Legal for BTG and Serena Tierney, Head of Intellectual Property Law, Telefonica O2 Europe plc

10 am to 4 pm - 12 June 20085 hours CPD

Litigation and IP

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Workshop FacilitatorsEvery workshop will include an In-House Lawyer. Contributors from Wragge & Co include:

James Gordon, a partner in Wragge & Co’s litigation team quickly earned a reputation as a problem solver. His ownership mentality and commercial focus has seen him become the litigator of choice for some of the firm’s key clients.

Sally Mewies, a partner in Wragge & Co’s outsourcing, trade and technology team. As well as dealing with day to day commercial transactions, she has a strong background in technology related matters such as system procurement, outsourcing and technology licensing.

Simone Tudor, an associate in Wragge & Co’s outsourcing, trade and technology team, focuses on structuring, reviewing, drafting and negotiating a wide variety of commercial and outsourcing contracts. She deals with a wide variety of commercial contracts working with clients in both the private and public sectors.

Jason Coates, a partner in Wragge & Co’s pensions team, acts for major corporates, public sector bodies and trustee boards on all areas of pensions law. He regularly speaks at seminars and contributes articles to industry publications. Jason is a member of the Association of Pension Lawyers’ Legislative and Parliamentary Sub-committee.

Jonathan Chamberlain, a partner in Wragge & Co’s employment team, handles all aspects of employment law, specialising in strategic employment advice, board and senior executive issues and business protection litigation. He has extensive experience in employment dispute resolution, employment tribunals and the High Court.

David Barron, a partner in Wragge & Co’s intellectual property team has a record of success both in enforcing and challenging all types of intellectual property rights. David’s particular strength lies in the co-ordination of litigation, often multi-jurisdictional.

Gordon Harris leads Wragge & Co’s IP team. He has extensive experience in IP work including international patent disputes, anti-counterfeiting programmes and design litigation in the European Court of Justice. Gordon is accredited as a mediator by WIPO and by CEDR.

Michael Luckman, a partner in Wragge & Co’s intellectual property team is Group Leader of the finance, projects and technology group. He specialises in all commercial work which involves an intellectual property element.

James Rowlands, an associate in Wragge & Co’s intellectual property team is experienced in all areas of contentious and non-contentious IP matters, particularly patents, trade marks and anti-counterfeiting. He has considerable in-house experience having been seconded to British Airways.

Simon Taylor, a partner in Wragge & Co’s antitrust team advises corporate and financial institutions and public bodies on the applications of UK and EC antitrust, merger control and State Aid rules. Previously, Simon worked in-house as regulatory counsel for Cable & Wireless Communications.

Tracy Plimmer, manages Wragge & Co’s company secretarial team. As well as being experienced in day-to-day company administration, Tracy provides general company secretarial advice on proposed group restructurings, constitutional amendments and redrafting, changes to share capital and striking off applications.

Peter Hall, a partner in Wragge & Co’s outsourcing, trade and technology team combines IT and outsourcing expertise with hands-on experience (previously working as part of Citibank’s in-house legal team). Very experienced in IT and eCommerce Peter has advised on a wide range of business process and IT outsourcing projects, particularly IT clients. He has particular expertise in financial services outsourcing, off-shoring, data protection and electronic trading issues.

Neil Pearson, a partner in Wragge & Co’s corporate tax team specialises in broad range of tax issues relating to equity investments. Advising a number of venture capital trusts (and their managers) on structuring their investments as qualifying holdings, and on the compliance requirement of maintaining status as a venture capital trust, Neil’s practice also extends to share schemes and advising on the tax issues relating to all types of employment related securities.

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9.30am Registration with refreshments10.00 – 12.30 Morning workshop

All events

Refreshments will be made available mid morning and mid afternoon.

12.30 – 1.30 Lunch1.30pm – 4.00pm Afternoon workshop

Booking Form

CG362861. Confirmation of your booking will be sent by email or post within 2 days of receipt. A VAT invoice will be sent separately to your accounts department at the end of the month. Workshop Documentation is distributed at the time of the event. 2. Central Law Training Ltd reserves the right to vary or cancel a workshop where the occasion necessitates. CLT accept no liability if, for whatever reason, the workshop does not take place. 3. Prices may be subject to change. 4. Full invoice payable unless:- a) Cancellation: provided written notice is received at least 10 working days before the event, the fee will be credited less a £25 (+VAT) administration charge b) Transfer: in the event of a transfer to another date or event, an administration charge of £25 (+ VAT) will be levied. This cannot be done after the date of the workshop. c) Credits may be used for other products or services and refunds available on request. Unused credits may be used up to a period of 12 months. 5. This booking form constitutes a legally binding contract. The delegate and employer are jointly and severally liable for payment of all the fees due to CLT. To the extent permitted by law, neither Central Law Training Limited nor its presenters will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting omitting to act or refraining from acting in reliance upon the workshop material or presentation of the workshop or, except to the extent that any such loss does not exceed the price of the workshop, arising from or connected with any error or omission in the workshop material or presentation of the workshop. Consequential loss shall be deemed to include, but is not limited to, any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages, costs, expenses incurred or payable to any third party or any other indirect or consequential losses. 6. Continuing Professional Development and Continuing Professional Education. Hours or points may be claimed as indicated from The Solicitors Regulation Authority. 7. Data Protection: You may be contacted from time to time with details of programmes and services that may be of interest to you. Please write to the Client Services at CLT if you do not wish to be included in this activity.

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Employment and Share Schemes £265 + £46.38 £345 + £60.38

Contracts £265 + £46.38 £345 + £60.38

Company Secretarial and Pensions £265 + £46.38 £345 + £60.38

Compliance on Competition and Data Protection £265 + £46.38 £345 + £60.38

Litigation and IP £265 + £46.38 £345 + £60.38

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Employment and Share Schemes Compliance on Competition and Data Protection

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Company Secretarial and Pensions

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ATTEND 4 SEMINARS IN THIS SERIES FOR THE PRICE OF 3