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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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What are the best practices for GCs to avoid potential prosecutions and personal liability related to securities fraud? What are the implications of SOX and other self-reporting guidelines to insulate GCs and other directors and officers from prosecution? How will the policies of the Obama administration affect deferred prosecution rules? And, what impact will the Justice Department's monitoring programs have on directors and officers and other liability issues such as the Foreign Corrupt Practices Act?

It is impossible to keep up with it all, but this session will help. Our panel of experts provided an update of the year’s most significant litigation and regulatory decisions affecting both private and public companies. What you don’t know CAN hurt you and your organization, so don’t overlook this information-packed session.

Shareholders are important stakeholders for every company and recent events have shown the risks a company faces in dealing with them. Shareholders are becoming more active and more aggressive, often using their influence to create short-term stock market gains rather than long-term value, or pursuing proxy fights based on their views of good corporate governance and good citizenship.

Since the Enron and Arthur Andersen debacles, prosecutors have shifted toward deferring prosecution of companies and enhancing their scrutiny of officers, directors and professionals. Companies have become more willing to lay blame at the feet of in-house counsel and plaintiffs’ counsel are suing in-house counsel to increase the size of settlements and pit corporate insiders against each other. This program explored the personal liability risks that in-house counsel face in every day situations and provided the legal background so that in-house counsel can properly address those risks.

Best practices dictate that you should get and keep your directors interested in and learning about your company and issues pertaining to the board. This effort should start with the “on-boarding” process, followed by a continuing education program on topics such as legal and regulatory changes, trends in corporate governance, compliance, compensation, financial reporting, whistleblower developments, insurance, and more. It’s never to late for anyone—even the Board—to learn.

Add to that long list of considerations in mergers and acquisitions the topic of how you handle the IP. This session provided an overview of this important issue, including engagement/pre-due diligence advice, matters that must be tracked down in due diligence, handling due diligence findings, working with outside counsel and legal department subject matter experts, the technical due diligence process including addressing open source matters, and the definitive agreement and disclosure schedules.

Both your board and your company need to understand basic issues relating to Board liability. This program reviewed recent cases where directors were held directly liable. It also addressed how to educate Boards about this subject without scaring them off, provided practical tips on how to counsel the Board to help them avoid liability, and the extent to which D&O insurance covers the Board members. If you’re responsible for the care and feeding of the Board—this program was for you.

This was a practical session addressing real-life challenges between in-house counsel and auditors.

Wow. You just found out your company is expanding; its strategic plan calls for numerous acquisitions over the next two quarters. Everyone is looking to you to lead the charge. And you have never even done one. Don’t panic. This presentation helped prepare you for your first M&A transaction as an in-house lawyer. It addressed how the process works and what your role is during the phases of: (1) negotiations and due diligence leading up to an agreement; (2) the post-signing, pre-closing rush; and (3) post-merger integration.

Does it seem like the entire world will soon be owned by private equity firms? Hyperbole? Perhaps. But with private equity acquisitions ranging from Marsh Supermarkets to Chrysler Corporation, any company could be in play. This session dissected the private equity sale: the typical steps in the process; the make-or-break issues; and the roles of the various players. Most importantly, we discussed the role of in-house counsel in the company being bought or sold.

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