Chapters

Washington State Chapter

“Advising the Board: Your Responsibilities as In-House Counsel Common Issues that Arise in Public and Private Companies”

Nov 5, 2009
12:00 PM - 2:00 PM

DLA Piper’s Office

Columbia Center

701 5^th Ave, Suite 7000, Seattle

Overview

Stellman Keehnel, Mark Hoffman and Megan Muir of DLA Piper will address a range of issues that in-house counsel commonly face when advising the board. Topics will include:

Litigation-related topics

· Maintaining attorney-client privilege, including document retention policies

· Who is your client?

· When should the board hire its own counsel?

· How to minimize risk and limit potential damages?

· Duty to preserve evidence

Current corporate governance issues for public companies

· ‘Say on Pay’ and other recent legislative/SEC proposals

· Proxy access for shareholders

· Addressing social media in your corporate communications policies

· Upcoming proxy season issues to consider when advising your board

· Ethics code requirements and reporting systems

Private company topics

· Conflicts of interest with insider transactions (equity investments, loans, self-dealing)

· Directors’ fiduciary duties, including potential personal liability in distressed companies

· Conflicts between management and the board – how can you help as general counsel?

· Stock option valuation issues in private companies

Speakers

Stellman Keehnel, Partner, Litigation Group, DLA Piper

Stellman Keehnel, head of DLA Piper’s Seattle litigation group, has over 25 years of experience representing companies and individuals in securities litigation, intellectual property and technology litigation, as well as complex commercial litigation. He is most known for his securities-related litigation defense, including shareholder derivative/fiduciary breach actions and securities class actions, representation of public companies and directors/officers in SEC and SRO proceedings, and corporate governance litigation.

Chambers USA lists Stellman Keehnel as a "leading individual" in Washington State, noting his "rare combination of practicality backed up by real intellectual firepower." Mr. Keehnel is regularly ranked in local and national lawyer surveys, and has been included in The Best Lawyers in America (commercial litigation) and named a "Super Lawyer" by Washington Law & Politics for nine consecutive years.

Mark Hoffman, Partner, Corporate and Securities Group, DLA Piper

Mark Hoffman chairs DLA Piper’s Public Company and Corporate Governance Practice group. He focuses his practice on corporate finance, securities, and general corporate law.

Mr. Hoffman has represented public and private companies, among them Amazon.com, Starbucks, lululemon athletica, Northstar Neuroscience, Zones, RealNetworks, TeraBeam Corporation, and Tegic Communications, Inc., in financing, SEC reporting, corporate and merger and acquisition transactions. Mr. Hoffman has represented private companies and investors on numerous venture capital equity and debt financings and worked on numerous initial public offerings on behalf of clients including Northstar Neuroscience, VaxGen, NetObjects and Ragen MacKenzie Group. He also represents several public companies in public company reporting and governance issues, including disclosure, insider trading, corporate governance, audit and SEC reporting issues. In addition, Mr. Hoffman has represented public companies in equity financing transactions, including initial and follow-on registered offerings and PIPE transactions.

Chambers USA lists Mark Hoffman as a “leading individual” in Washington State, stating that he "continues to warrant the respect of the market, which considers him to be an 'astute and thoughtful attorney.'" Mr. Hoffman has also been named a Washington State Super Lawyer by Washington Law & Politics.

Megan Muir, Of Counsel, Corporate and Securities Group, DLA Piper

Megan Muir’s practice focuses on representing technology companies and addressing their finance, securities and general corporate law needs. Ms. Muir has significant experience in venture capital financings, corporate partnering deals, initial public offerings, mergers and acquisitions and intellectual property licensing. She brings a range of legal and business experience to bear for her clients based on her former position as general counsel and as an attorney in private practice.

Ms. Muir was an attorney with Venture Law Group, a law firm focused on representing emerging technology companies. While at VLG, Ms. Muir represented companies in various technology sectors, including software, wireless hardware and services, online gaming, genomics, e-commerce, and online media. She represented a range of clients, from startups to public companies, as well as venture capital funds and investment banks in their investment transactions. Her practice included venture capital financings, mergers and acquisitions, initial public offerings, public reporting, general corporate advice, and software licensing.

Following VLG, Ms. Muir became the General Counsel and Senior VP of Corporate Development of one of her clients, RadioFrame Networks, a Redmond-based designer and producer of wireless communications equipment. In her role at RadioFrame, she handled the company’s equity financings and other securities law matters, corporate partnerships, development outsourcing, distribution and sales agreements, as well as intellectual property licensing.

Ms. Muir has been named a "Rising Star" in Washington Law & Politics magazine.

Notes

To register and pay by credit/debit card go to

http://www.acteva.com/go/accwashington

If you wish to pay by check, please r.s.v.p. directly to WACC Administrator, Lynda Jonas, at LJONAS@legalease.com,

and mail your registration check payable to ACC-WA Chapter to:

PO Box 1853, Seattle, WA 98111

(Registration Deadline: November 2nd)

All Registration Fees are Non-Refundable

Contact

Lynda Jonas
E-mail: LJONAS@legalease.com

Location

DLA Piper’s Office

Columbia Center

701 5^th Ave, Suite 7000, Seattle

Directions:
For parking validation, please park in the Columbia Center garage and bring your ticket.

Cost

Members: 10
Non-members: 15

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