Newsletter of the ABA Section of Business Law Committee on
  Corporate Counsel

Message from the Chair

Featured Articles
  A Primer on Responding to Intellectual Property Demand Letters
  The New Federal Rules of Civil Procedure: What Every Corporate Counsel Should Know and Do
  Building A Corporate Team with Former Government Players: A Short Overview of the Federal Government's Revolving Door Rules

Featured Member
  Nicole Harris
Pacific Gas and Electric Company

Quick Recipes for Busy Professionals
  Cranberry Cornbread
  Broiled Skirt Steak

Editorial Board:

Marilynn Tham
    eNewsletter Editor
    Buchalter Nemer,
    A Professional Corporation

Brian Lee
    eNewsletter Editor
    Winston & Strawn LLP

Suzanne Bailey
    Chair, Articles Subcommittee
    H E B

  Message from the Chair
Richard E. Gutman Welcome, once again to the Newsletter of the ABA Business Law Section Committee on Corporate Counsel. Our newsletter is a way for the Committee leadership to keep in touch with our almost 1,000 committee members. It is a means to keep you informed about what the Committee is doing and topics that should be of interest to you. It is also a basis for hearing from you. We look forward to your responses.

Our summer meetings in Hawaii were a big success, not just because of the sun, sand and surf and the chance to take vacations. During the ABA Annual Meeting in Honolulu our Committee presented a Hot Topics Program and held our summer Committee meeting. We also co–sponsored another program and had a meeting of the Working Group for The In–House Counsel Essential Toolbox. We expect that it will be published soon and prove to be an important resource for in–house counsel.

I want to introduce you to Andrea Unterberger who is the new co–chair of our Subcommittee on Relations between Inside and Outside Counsel. Continuing as co–chair is Bob Haig. Andrea is Associate General Counsel and Publications Manager for Corporation Service Company, a leading provider of registered agent, domain name, entity management, and corporate and UCC retrieval and filing services. Andrea is working on one of our programs for the spring meeting.

I also want to note that Mari Valenzuela, our former ABA Ambassador, has become our Liaison to the Section's Diversity Committee. Mari has been a great contributor to the Committee, and I'm sure that will continue to be the case.

The spring meetings of our Committee will be held during the ABA Business Law Section's spring meeting, March 15–18, 2007. The meetings will be held at the Renaissance Washington D.C. Hotel. Our Committee is currently planning a meeting of the Subcommittee on Privately Held Companies on Thursday, March 15. For Friday, March 16, we are planning a forum on the future of the corporate law department and a program on dispute and litigation management. On Saturday, March 17, we will finish up with a program on partnering between in–house and outside counsel. You'll hear more on our plans closer to the meetings. These should be interesting and useful meetings for our members. You should plan to attend. Furthermore, Washington is a great place to visit, not just because it is the source of many of the laws, regulations and decisions we deal with each day. It is also a great place for culture and entertainment. We may not see cherry blossoms but I predict lovely weather for the meetings in Washington. I hope to see you there. In planning further into the future, please note on your calendars that the ABA Annual Meeting will be held from August 9–11 in San Francisco, California. That's another great place to meet or be on vacation. I am sure we will have worthwhile events at that meeting too.

Especially if you can't make it to our meetings, we want to hear from all Committee members. You can contact Jolene or me at our email addresses below.

Richard E. Gutman
Co–Chair Committee on Corporate Counsel

Jolene A. Yee
Co–Chair Committee on Corporate Counsel

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  Featured Articles
A Primer on Responding to Intellectual Property Demand Letters
Randolph C. Foster
The number of newly filed patent infringement cases declined last year for the first time in recent memory. Nevertheless, the volume of intellectual property ("IP") cases – trademark and trade dress, copyright, trade secrets, and patents – has steadily increased over the last decade. The growing volume of IP litigation reflects a growing awareness of the economic and competitive value of IP rights.


The New Federal Rules of Civil Procedure: What Every Corporate Counsel Should Know and Do
N. Thomas Connally and Jon M. Talotta
Litigation officially enters the information age on December 1, 2006, when amendments to the Federal Rules of Civil Procedure go into effect expressly aimed at discovery of electronically stored information ("ESI"). The new rules are intended to address three broadly defined aspects of electronic discovery ("e discovery"): (1) issue identification, (2) production, and (3) preservation.


Building A Corporate Team with Former Government Players: A Short Overview of the Federal Government's Revolving Door Rules
Jenny Kim
Building a strong federal government sales team requires hiring key former federal government employees and understanding the rules that govern their employment. This brief overview focuses on the rules that govern the hiring of former federal executive branch employees.


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  Featured Member
Nicole HarrisProfile:
Nicole Harris
Pacific Gas and Electric Company

Nicole Harris is an attorney in the corporate section of the Pacific Gas and Electric Company legal department. Ms. Harris has experience with a broad range of business transactions across such diverse areas as: licensing, consulting services, procurement and construction. Prior to going in-house, she joined the Department of Justice through the United States Attorney General's Honor Program and worked in private practice for several years. Ms. Harris received her B.A. from the University of California at Berkeley in 1992 and her J.D. from Boalt Hall School of Law at the University of California at Berkeley in 1995.

Ms. Harris is involved in the ABA Business Law Section Corporate Counsel Committee and the ABA Commission on Racial and Ethnic Diversity in the Profession Minority Counsel Program and encourages you to join both.

1. What is your #1 outside counsel pet peeve?
If I say I don't want a memo, I really don't want a memo. I need to make sure that I understand the issues so that I can provide practical advice to my client and a few solutions to the problem that can be relatively easily implemented. I do understand that depending on the complexity of the question, outside counsel may feel the need to create a back-up memo. Outside counsel and I may find it interesting to review, and I will not object to paying for it if we have discussed it in advance and agreed; however, the memo will probably not help me provide better service to my client.

2. What is the story behind one of those knick-knacks in your office?
The majority of my knick-knacks are blue and gold. I started a corporate endowment for a University of California at Berkeley program that provides scholarships to students with outstanding academic credentials, proven leadership skills, and great financial need. Hence, the Cal colors on coasters, pins, pens, etc. I received the official Boalt Hall Slinky ® for co-chairing this year's Partners in Leadership fundraising campaign. I am grateful to have had the opportunity to attend a wonderful public university and feel a responsibility to support the law school's exciting new programs spearheaded by Dean Edley, particularly given the very limited state funding of our public university system.

3. Do you generally: work in your office, travel infrequently, travel constantly?
I usually work in the office at headquarters in San Francisco. However, because the Pacific Gas and Electric Company serves approximately 15 million people throughout a 70,000-square-mile service area in northern and central California, I make periodic field visits. Naturally, I do travel to attend ABA meetings.

4. Where did you go on your last vacation?
This summer I went to the south of Spain to see the Mezquita in Córdoba, the Alhambra in Granada, and had the opportunity to visit the Museu Picasso and Fundació Miró while spending time with a friend in Barcelona. I also enjoyed spending a good deal of time relaxing at a smallish beach town.

5. When you go on vacation, do you check: voicemail, email, both, or neither?
I spend the two weeks preceding a trip making sure that my internal clients are set, so that I don't have to check voicemail or email while on vacation. Of course, people who need to reach me always know how to get in touch.

6. If you could change one thing about the legal profession what would it be?
Sometimes we are so focused on precedent, the way things have always been done, that we seem to forget: there is a whole world out there filled with people who have other life experiences, points of view, and approaches to problem solving. If we pause to evaluate, perhaps we could learn something that would make us even better lawyers.

7. Thinking back on a big deal...What advice would you give to someone in the same situation?
Focus on the end state, what you need to do to get there and remind yourself of the points that are critical. Mentally, I like to organize issues into three areas; critical; nice if you can get it; and entirely negotiable. Then, as we work through agreements, I use the categories to determine how much time and energy to spend on a point when we become pushed for time.

8. What were some of the funny things that happened during that time?
The typos can be telling. All of a sudden the name of the most difficult person is repeatedly misspelled in new and creative ways.

9. What surprised you?
While we all know that challenging personalities alter the dynamics of a negotiation, I was surprised that something very positive came out of one of those situations. I have only once seen a client "call off" their attorney in that situation for somewhat overzealous representation, but it was quite memorable. The incident brought everyone else together and made it easier for the rest of the individuals to work productively.

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  Quick Recipes for Busy Professionals
  Stacey Walker
Cranberry Cornbread:

This is a recipe that is quick and perfect for this time of the year. My mom used to love making cornbread out of Jiffy mix, but I always hated it because it was ridiculously dry. As a result, we usually turned the Jiffy cornbread into dessert by adding ice cream to soften it.

Not wanting to always resort to eating cornbread with ice cream, I thought of different ways to moisten the cornbread. I experimented with various ingredients known to add moisture to baked goods (yogurt, cream, butter, oil, and applesauce). Well, I liked the applesauce/oil combination the best because all the other ingredients changed the flavor of the cornbread — which I didn't want. I also added dried cranberries because I bought a 48-oz bag from a wholesale club and I needed different ways to use it up. It turned out to be a great addition (FYI, dried cranberries also taste great in oatmeal). There you have it — that is the story behind the cornbread recipe.
1 box (usually 8 1/2 ounce) of cornbread mix (like Jiffy)
1 cup of sweetened applesauce
1 egg
1/2 cup of evaporated milk
1/2 cup of dried cranberries
1 tablespoon of honey
2 tablespoons of oil
Mix wet ingredients (applesauce, egg, milk, oil, honey) together first. Add cornbread mix and cranberries until the batter is moist. Bake in 9" baking pan (lightly coated with PAM cooking spray) at 375 degrees for 40 minutes or until medium brown on top.

Broiled Skirt Steak:

Skirt steak is a long, flat boneless cut of beef that only takes minutes to cook. Marbled with fat, it is extremely juicy when properly cooked. When sold in grocery stores and wholesale clubs, it is usually the meat of choice for making fajitas. This is a perfectly tasty dish that can be quickly prepared by busy professionals!
1 lb beef skirt steak (kept whole and not cut into smaller strips)
1 tablespoon each: garlic powder, onion powder, dried thyme leaves, paprika
equal amounts of soy sauce and honey (about 2 ounces each)
Mix all dry rub ingredients together. Thoroughly coat both sides of the skirt steak with dry ingredients. Add honey and soy sauce. Place steak and marinade in plastic zipper bag and seal, squeezing out excess air. Refrigerate for at least 30 minutes.

Turn your oven to broil and allow to heat. Place meat and marinade in a pan and place about 5 inches under the broiler. Broil 15 minutes, making sure to turn the steak once half way through until internal temperature reaches 170 degrees or until meat is uniformly brown throughout to make it well done. Remove the cooked steak from oven and let it stand for 5 minutes. Cut into slices across the grain.

Serve with sour cream, salsa, and sauteed onions and peppers wrapped in soft tortillas for fajitas.

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