During this economic slow down, many companies are, and will be forced to, reduce their headcount, often in large numbers, to cut costs. A well-conceived and well-executed reduction in force (RIF) can help management meet its cost reduction goals, greatly limit the risk of litigation, and focus the company's remaining employees on the critical challenges that lie ahead. This presentation will discuss the critical role in-house counsel can play in advising management and the Board on the legal and regulatory frameworks that govern a RIF, in helping managers develop and document lawful rationales for selecting employees who will be included in the RIF and in designing a severance and communication program that exits employees in as dignified and productive a manner as possible.