March 9, 2015
IN THIS ISSUE...
Contracting Processes Roundtable  
Call for Annual Meeting Speakers  
Chief Legal Officer Club Is This Me? Can I Join?  
Upcoming Events  
New Resources  
Recent Webcasts  
Member Benefit Reminder  
Subcommittee News and Call for Topic Ideas, Volunteers, Authors  
Author, Author!  
Sponsor's Corner...and Now a Word from our Sponsor  
Networks
Virtual Library
Renew Your Membership
Update Your Records
Upcoming ACC Programs
Search Back Issues

Webcasts
Updates From ACC Committees

Contracting Processes Roundtable

Greetings SLD Members:

I hope this newsletter finds you all in good health and warm offices for those of you across the globe experiencing the frigid temperatures so far this New Year. Your committee leadership is always looking for new and innovative ways to serve the resource needs of our membership. In January, we noticed a topic of particular interest - Contracting Processes - getting quite a bit of attention in SLD eGroups.  Specific areas of interest within this topic included: processes others used for managing and staffing contracts; whether the contract review process involved non-legal personnel; if other in-house departments had approval processes. To support the lively discussion on this topic, the Small Law Department Committee and ACC set up a virtual roundtable webcast with six of our members as panelists to address these questions and more. The roundtable was moderated by Matthew Hitchcock, our SLD Webpage Chair and Managing Attorney & Chief Counsel Labor & Employment for ProVest LLC.

The panel also consisted of:

  • Caleb Bendix, Commercial Counsel, iQor US Inc.
  • Dan Ryan, General Counsel and Senior Vice President, GMR Marketing
  • Laura Vogel, Associate General Counsel, The Auto Club Group
  • Maria Buckley, General Counsel, Joslin Diabetes Center
  • Michael Yost, General Counsel, Terracon Consultants, Inc.
We are very grateful for their participation. We understand that many people were unable to attend this webcast so Matt compiled a summary of the topics discussed including the panel’s input along with a list of resources available from ACC. That summary and list of resources may be found here. If you listened in on the roundtable, we would be very interested in getting your feedback. Please email us with your comments and any ideas for future roundtables to help you with your day-to-day responsibilities.

We continue to look for other areas of interest and resource needs that you might have. Feel free to contact to us anytime with your thoughts at sld@acc.com.

Sincerely,
Maryrose Delahunty
Small Law Department Committee Chair


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Call for Annual Meeting Speakers

ACC has announced the Small Law Department Programs selected for the Annual Meeting in Boston (Oct 18-21, 2015).  You can register for the Annual Meeting here.

Below is a list of the Small Law Department Committee sponsored topics selected by ACC. Program Organizers have been chosen so we are now looking for qualified speakers (faculty) for these panels. Please note that faculty receive a complimentary registration to the Annual Meeting (though they must still pay their own transportation and lodging expenses). Please note that members who have served as faculty for BOTH the 2013 and 2014 Annual Meetings are not eligible.

Members interested in speaking in one of the topics listed below may submit their name, summary of qualifications for the specific topic panel, and CV or resume to Sherie Edwards no later than March 30th. After vetting, the information for qualified candidates will be given to each Program Organizer for final selection. All faculty candidates are subject to approval and confirmation by ACC.

Members interested in speaking in topics NOT listed below but on other Annual Meeting programs may indicate their interest here.

The Small Law Department topics selected include the following:

    1. Dealing with Multiple Policies and Procedures (Skill Level: Advanced)

    We all have lists of policies and procedures we'd like to see updated, revised or implemented. But how do you prioritize a long list of must-haves, knowing that in reality you won't get to all of them right away? Is a document retention policy more or less important than a Foreign Corrupt Practices Act policy? What about policies that depend on other organizations, but often involve (or are driven by) legal, like information security and privacy policies, business continuity plans, etc.? Which ones can be safely patched together or temporarily left alone, and which need to be addressed immediately? This session will give you the information to prioritize policy needs for your company so that you don’t look back and second-guess your choices.

    2. Peace of Mind: Risk Management and Insurance for In-house Counsel (Skill Level: Intermediate)

    In-house attorneys are often engaged in matters involving insurance issues, such as risk management, insuring real and personal property, or negotiating deals where liability or other types of insurance are required by the company. However, attorneys in small departments are often less knowledgeable about the insurance policies currently available and the coverage they provide. Attend this session to learn: What is risk management and why should every in-house lawyer care? What are the different types of insurance available to the enterprise? Should legal be involved in the procurement and/or review of the company’s insurance program and claims process? The session will provide an overview of the claims adjustment process with pointers to successfully navigate insurance claims, so that you will have peace of mind regarding your company’s insurance program.

    3. A New World: Bankruptcy Law for the Non-Bankruptcy Attorney (Skill Level: Basic)

    For many small law practitioners, the world of bankruptcy is truly a new world. This primer on Chapter 7, 11 and 13 bankruptcy filings by customers, vendors and employees will explain the risks of failing to follow bankruptcy law in collection of debt or enforcement of contracts, including financial and criminal penalties for breach of the automatic stay, and trustee lawsuits for recovery of preferences. Also included is a discussion of when a corporation should retain outside counsel to file motions, such as motion to lift the automatic stay or motion to assume/reject executory contracts such as leases or insurance contracts.

    4. Successfully Integrating a Newly Acquired Company (Skill Level: Advanced)

    This session will focus on the legal and ethical aspects of integrating a newly acquired company, with a focus on how to do this within the resources of a small legal department. Many in-house practitioners in smaller departments use outside counsel for an acquisition but receive little support once the deal is closed. Discover issues that need to be addressed in the first seven, 30, 60 and 180 days, such as developing a playbook for merger integration; human resources issues to address; state regulatory issues and issues involved in acquiring the new business’ contractual obligations. Also included will be a discussion of integrating a newly acquired foreign enterprise, including cultural minefields to consider and avoid.

    5. Real Estate Leasing Agreements Primer (Skill: Basic)

    As in-house counsel, we are sometimes called upon to review and/or negotiate leasing agreements. However, many of us lack real estate experience. This lack of experience can lead to being locked into an agreement with unfavorable terms for a long time. This Leasing Agreements Primer will provide a basic level of knowledge for in-house counsel, including clauses that should be included, clauses that can cause trouble and pitfalls to avoid.

    6. Tools and Tips to Maximize Efficiency in the Small Law Department (Skill Level: Intermediate)

    Who knows better than we in the trenches the many tools and tips out there to manage a small department for maximum efficiency on a modest budget? This Town Hall meeting will share best practices and practical tips on the following subjects: the practical aspects of staffing (range of positions, non-legal positions, outsourcing); budgeting (templates, budgeting for litigation, cost allocation, common budget busters); research options (Westlaw, Practical Law, ACC, other knowledge management systems, good blogs and listservs) and technology tools (systems for small departments, cloud services, video conferencing, e-signature systems, systems that allow you to work from anywhere (phone tethering, Adobe, MiFis, FedEx Kinkos, Regus, etc.).


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    Chief Legal Officer Club Is This Me? Can I Join?

    ACC’s Chief Legal Officer Club is one of the many services offered by ACC to the chief legal officer of companies.  You may ask yourself, “is this me?”  If you are the General Counsel, you may be saying “are GC and CLO the same position?”   Many SLD members are the sole attorney or one of a few attorneys in a company.  SLD members often ask themselves, will this group benefit me?  The short answer is you are very likely the CLO and likely to benefit but this depends on your company and your role. Being the CLO is not just about a title.  It is about your contribution to the overall management and stewardship of the company.  

    In small legal departments - especially in the department of one person, the chief legal officer is the chief legal adviser, manager of legal expenditures, chief strategist on legal issues and head risk manager.  In the small legal department, general counsel and chief legal officer often are used interchangeably. Being the CLO is about being the critical position of participating in decisions and helping guide a company’s approach through the wide range of complex issues facing industries today of increasing regulation, globalization, compliance, and corporate governance. For a CLO in a small legal department, efficiency, resources to increase efficiency, and resources to stay on top of best practices that can be implemented by small law departments are critical.

    Providing services for CLOs is one of ACC’s key strategic initiatives and there are a broad range of services that can efficiently be utilized by SLD members, including benchmarking, strategies for resource allocation, and continuing education.  

    Benchmarking is key for all CLOs and for the small law department CLO getting access to key information is essential.  ACC’s CLO survey is a kind of tool that gives small law department CLOs a chance to see what other legal departments are doing. The 2015 Survey provides insights on what CLOs are experiencing regarding data breaches, salary, strategies of how CLOs are seeking to reduce outside spending, and many other topics and include advice from CLOs.  To read the executive summary of the 2015 CLO Survey, please click here.   

    Finding strategies for resource allocation – which may at times, seems like strategies for adding resources – underlie the daily activities of a small law department CLOs as they try to balance the many responsibilities.  ACC CLO Services gives you access to lots of resources and strategies for reallocating or developing resources. There also are many intimate roundtable discussions and opportunities to brainstorm with colleagues regarding the successful approaches for realigning, and increasing or increasing efficiency of resources.

    So as you go about your day and find you are the chief legal adviser, manager of legal expenses and final recommender on all things legal, which often is about risk and compliance, then the CLO Club is for you and ACC is seeking to provide more support for you.  Many SLD members have found great benefit from the CLO Club in helping them serve in their roles and get access to relevant resources quickly.  For more information, please take a look at the CLO Services here.


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    Upcoming Events

    Small Law Department Committee Upcoming Legal Quick Hits (“LQH”) and Webcasts

    Thursday, March 12, 2015 at 3:00 PM ET, 7:00 PM GMT
    LQH Prize: $250 Apple gift card
    For more info and to register for the LQH, please click here.

    Analyzing the Outcome of the US Supreme Court's 2014 Pro-Employment Trend

    The 2014 docket featured several cases with significant implications for employers, including issues affecting the Employee Retirement Income Security Act, the Fair Labor Standards Act, the President’s power to make recess appointments to the National Labor Relations Board, and whistleblower protections under the Sarbanes-Oxley Act. Come hear the extent to which these cases may impact your Company business as usual operations. Presented by Lisa Barnett Sween, Shareholder, Jackson Lewis

    Thursday, March 31, 2015 at 2:00 PM ET, 6:00 PM GMT
    For more info and to register for the webcast, please click here.

    Drafting Dispute Resolution Clauses From a Litigator’s Perspective

    The selection of a single word in a dispute resolution clause can have serious implications on the outcome of a case. This webcast explores the various pitfalls in drafting dispute resolution clauses as viewed from the perspective of litigators who argue regarding the interpretation of such clauses. Presenters will examine recent case law addressing choice of law, arbitration, contractual limitations periods, class action waivers, mandatory mediation, damages waivers and limitations, unconscionability, jurisdiction and venue. This interactive session will engage the audience to discuss their experiences – "the good, the bad and the ugly" – with these provisions. This webcast will educate attendees on how to craft dispute resolution clauses that are effective and enforceable and address how to attack or defend against them.

    Thursday, April 9, 2015 at 3:00 PM ET, 7:00 PM GMT
    LQH Prize worth $250
    For more info and to register for the LQH, please click here.

    Top Ten Considerations When Negotiating an Office and Retail Lease; Frequent Pitfalls and Hidden Gems for Maximizing Business Opportunities

    This QuickHit will provide an overview of effective negotiating strategies frequently used to negotiate office and retail leases. The QuickHit will provide helpful tips and identify potential pitfalls in connection with many commonly negotiated lease topics such as tenancy build-out, common area maintenance expenses, defaults and remedies, term extensions, early termination options, and lease expansion and reduction options. Presented by Tirso M. Carreja, Jr., Partner, Shutts & Bowen LLP

    Thursday, April 30, 2015 at 2:00 PM ET, 6:00 PM GMT
    For more info and to register for the webcast, please click here.

    Employee Stock Ownership Plan: Is It the Right Fit for Our Company


    Employee stock ownership plans (ESOPs) are commonly used by companies across all industries as a way to transition ownership (all or in part) from the owners to the employees. If the fit is right, an ESOP can be an effective tool to create a market for the company's stock, transition ownership to a friendly investor, obtain tax incentives and reward employees with the ability to own stock. This panel will explore the advantages and disadvantages of ESOPs and dispel myths associated with them.


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    New Resources

    Contract Review and Approval Form
    February 2015 Form & Policy

    This sample form includes a checklist to follow when reviewing an agreement to obtain approval.

    Top Ten Things to Know About Advertising through Social Media
    January 2015 Top Ten
    Sponsored by Meritas

    Social media is an inexpensive, yet effective tool for promoting your business; however, in the age of "going viral", social media posts often take on a life of their own. Because negative posts can be extremely damaging and hard to effectively control after their release, recognizing the legal issues that frequently arise in social media advertising is critical.

    Top Ten IP Concerns When Working With Independent Contractors
    January 2015 Top Ten
    Sponsored by Meritas

    Independent Contractors are an attractive complement to most businesses. In addition to the myriad employment issues, there are significant Intellectual Property concerns that should be addressed.


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    Recent Webcasts

    WebcastEthical Issues for US In-House Counsel to Consider in 2015
    Held on February 19, 2015
    (Sponsored by Meritas)

    Due to the popularity of the SLD-sponsored Ethics webcast in May 2014 (Special Ethics Issues for In-house Counsel), this webcast was a follow up discussion of recurring ethical issues that may arise in-house, including:  protecting the attorney-client privilege; recognizing and resolving conflict of interest issues; and, the differing roles and responsibilities of in-house counsel and compliance officer. Presented by Jack Tanner of Fairfield and Woods and Kristen Chittenden (SLD Webcast Chair). Other archived webcasts may be found here.

    EMEA Webcast: Safe Harbour and Transfer of Data in Third Countries: Legal Framework and Perspectives
    Held on January 22, 2015 (Sponsored by Meritas)

    The presentation included an (1) an overview of the actual legal framework which governs transfer of data from EU to US, including a description of the functioning of the Safe Harbour, in comparison with Standard Contractual Clauses and Binding Corporate Rules; and (2) perspectives of Safe Harbour in consideration of the recent developments of the EU Commission and the EU Parliament. Presented by Hervé Wolff of LG@avocats.

    ***Members interested in recommending future topics for Webcasts may contact our Webcast Chair, Kristen Chittenden***


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    Member Benefit Reminder

    Meritas, the Small Law Department Committee Sponsor, offers 30 minutes of courtesy advice by a Meritas law firm to SLD Members. To take advantage of this offer, click here.


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    Subcommittee News and Call for Topic Ideas, Volunteers, Authors

    Membership – SLD Chapter Liaisons

    SLD is actively looking for members willing to serve as “chapter liaisons” to help convey committee information to the chapter level and to help in planning local joint events for SLD members. We are looking to coordinate more events with Chapters for SLD members. If you are interested in being an SLD Chapter Liaison, please email Raimi Blackerby, our Membership Chair, for a description of the position.

    SLD Advocacy – ACC

    ACC is heavily involved in public policy concerns affecting its members. Many amicus briefs have been written both at the Federal and State level addressing a myriad of issues relevant to in-house counsel. Information about ACC’s Advocacy activities can be found here: http://advocacy.acc.com/. Issues of particular concern to Small Law Department Committee members can be brought to the attention of our current Advocacy Liaison Sheri Fanaroff who coordinates with the ACC Advocacy personnel.

    eGroups

    If you have not yet taken advantage of the SLD eGroup, we highly recommend that you post your questions and concerns. Members actively share forms, checklists, and practice tips. You can also search for topics in eGroups to see if other members have had similar issues. ACC has also provided the capability to post you inquiry anonymously. It is a fantastic resource to mine the knowledge of your colleagues. Login to your ACC account and click the SLD eGroup here. SLD’s eGroups Chair is Assunta Rossi.

    Docket/Top 10

    SLD members are a prolific group and we are always looking for more aspiring or current authors. If you are interested in authoring or co-authoring an ACC Docket Article or Top 10 List for the ACC Website, please contact our Docket/Top 10 Chair, Elyse Beidner.

    Webpage

    You can access SLD resources and news at our Committee Webpage. We plan to be doing some remodeling of our Webpage this year. Stay tuned for the changes. If you have any suggestions for information that you would like to see, please contact our Webpage Chair, Matthew Hitchcock.


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    Author, Author!

    Congratulations go out to Jeffrey Wheeler, SLD Secretary, and the newest columnist for the SLD Docket. Jeff will be writing regularly in the “Small Law” Column along with the current columnist Mary Delahunty. Jeff’s inaugural piece in the Jan/Feb 2015 issue can be found here and Mary’s most recent column in March 2015 is here.

    Recent Articles in the ACC Docket by SLD Members


    Other SLD members recently featured in the Docket include Ilse De Loof in the Day in the Life Column; Ward Sykes in Tips & Insights; and the latest Lead the Way column by Whitnie Wiley.


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    Sponsor's Corner...and Now a Word from our Sponsor

    Meritas is honored to be the Small Law Committee Sponsor. We have appreciated the opportunity to work with committee members over the past 10+ years to create resources that help make your jobs easier. Please contact the Small Law Department Committee if you have an idea for a collaborative SLD/Meritas project in 2015.


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