Resource Library

In the context of cross-border transactions, whether acquisitions, investments or financings, it is important to understand the implications of using established transaction agreement precedents in multiple jurisdictions; including the use of the binding and non-binding letter of intent (LOI), the signed and unsigned agreement, the obligation to negotiate and execute in good faith, the application of the miscellaneous clauses and especially whether you think your agreement is the “entire agreement.” In Canada, there are two legal traditions (English Common Law and Quebec Civil Law), which in certain circumstances differ from US common law; these differences must be noted before entering into negotiations. The standard form contract or boilerplate may burn you if you are not careful. Panelists will review the traditional transaction steps between offer or LOI to the definitive agreement and specific provisions that are drafted the same but used in different jurisdictions.

The US sports and entertainment industries are pushing the envelope on privacy as they mine collective behavioral data from fans and consumers. To avoid the cross-hairs of the Federal Trade Commission, in-house counsel must ensure compliance with myriad statutes and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM and the Children’s Online Privacy Protection Act (COPPA). In-house counsel must work effectively with their technology and marketing departments regarding the acquisition, use and protection of this data. This panel will cover strategies for addressing vulnerabilities and avoiding exposure in terms of marketing practices and data security. It will also cover what companies need to know about communicating with fans and consumers about data mining, including mistakes to avoid when drafting privacy policies.

Your customers and fans can be your biggest assets when it comes to championing your brand or products, or they can be your harshest critics, infringe on your IP rights and damage your brand. How do you take advantage of positive content they create and share without putting your company at risk? How do you protect yourself from the negative content? This panel will address the liability concerns around the use of user-generated content, including IP protection and infringement, Federal Trade Commission guidelines, rights of publicity and defamation. It will provide insights into safe harbors of the Digital Millennium Copyright Act and Communications Decency Act, and ways to obtain consent. It will also address factors to consider based on the terms and conditions of the most popular social media sites (Facebook, Twitter, Instagram).

Are you facing the inevitable reality that the world of the paperless legal file is around the corner? Looking for cost-saving opportunities and measurable and quantifiable efficiency and productivity gains? This presentation, applicable to any size legal office will address these opportunities, as well as explore the benefits gained by proactively moving to an electronic legal file environment. Faculty will share their first–hand experiences in how their offices created a document management policy, developed workflow processes to create, scan and save electronic documents, instituted document naming conventions, and secured hardware appropriate for their office needs. Panelists will also describe steps taken to develop and deliver training to all users at different degrees of technology skills levels and to effectively implement the transition. The ethical permissibility, and limitations of electronic file sharing and storage, and considerations when crafting a document retention and destruction policy that is compliant with the applicable. Professional Responsibility Rules will also be explored.

General counsel and their teams work on improving corporate governance to reduce risk and costs, improving practices for communication with directors and management to facilitate parent and subsidiary board meetings and making securities compliance easier and more reliable. There are lots of new—and changing—tools and techniques, such as vetting vendors for board voting tools, securities compliance, cloud-based hosted systems, improving staffing and technology for minute-taking, and updating policies for insider trading, data protection, Foreign Corrupt Practices Act (FCPA) and fiduciary duties. Keeping abreast of best practices, vendor-provided trainings, peer group policies and hosted solutions allows a legal department to lower costs, mitigate risks and drive value for the business. This session will address topics of interest to private and public companies, with a focus on issues common to both.

This Wisdom of the Crowd, compiled from questions and responses posted onthe Compliance and Ethics and Small Law Departments eGroups, addresses issues involving agreements and requests to adhere to contracting parties' codes of conduct. The issues discussed include third-party adherence to your code of conduct, conflicting codes of conduct, and code of ethics v. supplier code of ethics.

Discuss key steps your peers take when faced with a new lawsuit; Discuss why, when and how your peers establish and manage a litigation hold; Learn the importance of your focus as in-house counsel – it’s not just on getting those pleadings filed, but also implementing litigation holds, managing outside counsel, conducting investigations, analyzing your position, determining strategy and much more; Understand how your peers assess the financial impact a particular piece of litigation may have on your organization, and how they provide management with the tools and knowledge that management needs to make decisions about risk; Learn to take steps and create programs to prevent litigation and, when disputes occur, how to resolve them as early as appropriate for your business; discuss cost benefit analysis and risk assessment to determine whether to get in, stay in or get out; and Discuss how to conduct a thorough post mortem of each case in order to develop a list of “lessons learned” that will direct you in the future.

Activist investor campaigns have reached record numbers in recent years and have become increasingly organized and costly to the targeted companies. Through case study analysis of several recent campaigns, this program will go in-depth on best practices for companies to follow before and when an activist comes knocking, including: What went right in recent campaigns? What went wrong? What were the end results and what could have been done differently? What has changed from an investor relations perspective since the activist campaign? What are some investor relations takeaways from what the companies did/didn’t do? What are some general best practices and strategies in these situations that can be implemented proactively, during a campaign and post-mortem?What defenses does a company have against a campaign and/or a proxy fight? How do these case studies demonstrate any larger trends in activist campaigning? What types of attributes/actions might draw activists’ attention, based on these recent campaigns?

Shakespeare said, "All the world's a stage;" in this session we are all players. This program will be your stage, and you will have a part in this two part drama involving both the acquisition of a business enterprise and a subsequent litigation when the parties’ expectations go awry. Here’s the plot of the drama: Through participating in a live negotiation exercise, attendees will gain insights into high-level negotiating strategies and tactics. Through engaging in a workshop, attendees will learn to create leverage in order to increase the likelihood of optimal negotiation outcomes. By viewing a mock mediation staged by the faculty members, attendees will decide where the line is between bluffing and dishonesty. When presented with an impasse, attendees will be given tools to get the negotiations back on track. With input from faculty members, attendees will get feed-back on negotiation styles and exit with pragmatic take-aways for use in future real life negotiations.

Between legislation and major court decisions, the patent landscape has changed drastically over the last several years. In light of this, companies should look at their patent strategies holistically, from all angles, including prosecution, licensing, litigation, and post grant procedures and the interplay among them. For instance, patents must have claims with detectable infringement and be capable of withstanding validity challenges in different forums. To obtain patents like these, it is necessary to understand every step of patent prosecution, how patents are enforced in federal court, and how patents are defended at the US Patent Trial and Appeal Board. Likewise, companies facing litigation or post-grant challenges, such as inter partes reviews, need the technical knowledge of patent prosecution that attorneys who have prosecuted patents possess. This program will provide a view from the trenches with a number of war stories and perspectives from the US Patent and Trademark Office’s Silicon Valley office and in-house and outside counsel alike.