An “earn-out” is popular way to bridge valuation gaps in merger and acquisition transactions. Often, they involve some dispute between the acquiring company and the management of the acquired company regarding the financial performance of the acquired business or perceived hindrances to running the acquired business to achieve the earn-out. This program will be valuable to both the in-house lawyer proactively drafting and negotiating an earn-out clause, as well as the in-house lawyer seeking to enforce or defend an earn-out clause in litigation or arbitration.
It's not just boiler plate! This program will help you negotiate important clauses even with the 800 pound gorillas that everyone says will not change their "standard" contract language. To do this, you need to get past the gatekeepers. Those gatekeepers are internal and the other side with whom you are negotiating. Build influence by choosing the important issues to negotiate and help your internal constituents understand the importance to gain momentum. The panel will present negotiation and drafting tips designed to complement and refine your approach based upon differing internal and external pressures to "get the deal done."
Every year natural disasters, such as hurricanes, floods, fires, earthquakes, and tornadoes, impose significant environmental harms, and many of these impacts are projected to increase as climate change accelerates. The emerging field of “disaster law” has a significant overlap with environmental law, both in responding to and managing the environmental impacts of natural disasters, and in the role of insurance and compensation in managing risks. This panel will review the legal components of disaster planning and disaster response, focusing on legal challenges that companies face in planning for disasters, ensuring continuation of operations in the face of disasters, and securing government assistance, regulatory relief, and insurance recovery in the wake of such disasters.
The first step in creating an effective ethics and compliance program is to evaluate and understand your organization and the specific risks faced by that organization. One size does not fit all; a compliance program should be industry and company specific. Conducting a risk assessment is essential to understanding a company’s compliance needs and priorities. This session will explore the roles, resources and fundamentals necessary to develop, implement and lead an effective risk management process. Panelists will also discuss outcomes and actions based upon the results of the risk assessment process.
This program focuses on solutions for managing your organization''s contract process from the ground up. The panel will discuss working with your IT, purchasing and finance departments to make sure everyone is in on the process.
Social media is a “hot topic.” It seems that everyone has an opinion on how to navigate this dynamic intersection of law and technology — including our regulators. It’s one thing to mitigate the risks, but it’s another to do so without alienating your workforce ... or your CEO. These advances in technology heighten threats to employers'' trade secrets, and other confidential and proprietary information. Coping with these realities is not made easier by laws that have not kept up with how people use technology in their private and working lives. In addition, emerging ethical traps, including enhanced employee privacy protections, ensnare employers and their attorneys as they attempt to deal with technology and employment-related issues. We’ll break through the noise and tell you what you really need to know as corporate counsel to keep your company compliant without getting in the way of business.
Canada’s Anti-Spam Law (CASL) received Royal Assent in December 2010, and it is just a matter of time before it comes into force. CASL is designed to be one of the most stringent anti-spam regimes in the world and is intended to address the problem of spam, unauthorized interception of electronic messages and installation of software on a user’s computer without consent. Accordingly, all businesses that regularly communicate with Canadian customers and suppliers electronically will be significantly impacted. This extends from electronic messages, text messages, instant messages and social media through to software installation, automatic updates, software support and maintenance services. Businesses that do not comply with CASL’s requirements may be subject to both administrative monetary penalties and private law suits. This session is intended to help business prepare in advance by providing highlights of CASL, particularly areas that directly impact businesses, and address issues that corporate counsel should be aware of to ensure compliance.
Due diligence, choice of accounting and advisory firms, and banking and finance arrangements pose special challenges for in-house practitioners managing international mergers and acquisitions transactions. We will address how cross-cultural communication, ability to manage foreign outside counsel, knowledge of one’s company and understanding of M&A principles allows us to work across borders to achieve business objectives.
This panel program will offer a comparative analysis of intellectual property laws in the United States, Europe and other countries, and will seek to address the idiosyncrasies that a business might expect to confront when dealing with multi-jurisdictional IP litigation. The panel is expected to address recent developments in European IP law (particularly patent law), explore recent notable IP cases (patent, trademark, copyright, etc.), and share key points they consider in their multi-jurisdictional IP litigation strategies.
This program will explain the most common pitfalls that manufacturers and service providers face with uniform “global” warranty terms and conditions. The program will address aspects relating to public policy rules, choice of law issues and logistic problems of global warranties, as well as provide recommendations on how to draft global warranty terms and conditions.