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The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.

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In the wake of Sarbanes-Oxley, as never before, in-house counsel are developing serious concerns about their personal and professional well being. What are the limits of your liability? What actions can you take now to ensure your personal compliance with the law, while protecting the interests of your company? Learn details about your personal exposure and actions you can take to minimize them without undue exposure to your employer.

In recent years, hedge funds have taken on the mantle of the corporate raiders of the 1980s as they have shaken up the capital structures, boardrooms, and business plans of publicly traded companies across the investing spectrum. When your CEO turns to you for legal advice on fending off these new barbarians at the gate, what will you say?

CEO's and lawyers have lost their jobs over improper revenue recognition. As corporate counsel, you are expected to help make sure your company is doing it right. Using a number of typical contracts that most in-house lawyers will negotiate and draft during their careers, this panel discussed the kinds of accounting issues that may come up, particularly in the context of earnings and revenue recognition.

If your organization uses subsidiaries or related companies to carry on parts of its business (in or outside the US), this program will provide practical guidance about some of the legal issues that may arise in relationships between affiliated business entities. These include: issues relating to the creation and capitalization of subsidiary companies; discovery against a parent through its subsidiary; how affiliates can use intellectual property owned by a related company; jurisdictional issues and piercing the corporate veil.

Shareholders are important stakeholders for every company; however, recent events have shown the risks and legal liabilities a company faces when dealing with them. Recent regulatory and legislative developments, such as new SEC rules permitting electronic proxy distribution, and the New York Stock Exchange’s action to eliminate broker non-votes, add complexity to these matters.

Discover what happens behind closed doors during settlement negotiations with the SEC. Hypothetical scenarios and role-playing will facilitate a model face-to-face “negotiation” with the SEC, providing insight into negotiating the terms and the language of a settlement order, including penalties, charges, mitigation language, and whether employees are named as defendants or respondents.

Governance, Risk and Compliance (GRC) have been on the top of the agenda for management and in-house counsel during the last years and trade compliance may or may not be getting the attention merited by the current complexities of this area of law. This will certainly have an implication on the current trade compliance landscape and how in-house counsel should respond to it. This session will bring more clarity to the current status and provide concrete recommendations for your daily operations.

Politics and government regulation affect every aspect of business profitability and success, often in critical ways. Corporate legal counsel can, and do, advocate successfully in legislatures, administrative agencies, and courts, at federal, state, and local levels. However, corporate counsel must comply with their professional and ethical obligations in doing so. Learn how to manage the corporation’s advocacy efforts, including lobbyists, election advertisements and political contributions, without running afoul of the law or the highest ethical standards.

<br />This program will provide guidance regarding your ethical obligation for responding to government requests for information, including informal letters from government agencies or their contractors, OIG subpoenas, HIPAA subpoenas, civil and administrative investigative demands, congressional and grand jury subpoenas. Various other ethical issues, including privilege, will also be addressed.

Take an in-depth look at executive compensation disclosure in this session. The focus will be on completing the Summary Compensation Tables and other Reg S-K Item 402 tables, preparing the Compensation Disclosure & Analysis (CD&A) for the Proxy Statement and describing – in text, not tables – employment agreements and golden parachutes. We’ll cover tough questions on what data to report and how to report it, and we’ll cover – particularly for the CD&A – not just the requirements, but the process for putting together great disclosure.

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