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

Message from the Co-Chairs

Annual Meeting Schedule

Featured Members
  Amber Lee Williams & Kandace Patton Watson
A Tale of Two 1L's


Featured Articles
  The Supreme Court's Bilski Decision:
Did Anything Change?

  A New Front in Anti-Bribery Enforcement:
US and UK Anti-Bribery

  China's Anti-Monopoly Law:
Experience and Lessons Learned After Two Years

  MoFo Tech+ :
A Field Guide to IPOs

  U.S. Supreme Court Rules in Quon:
Employee Text Messages Not Shielded from Employer Review


Editorial Board:

Judith Kim
    eNewsletter Editor
    Direct Energy
    404-759-6833

  Message from the Co-Chairs
   
Leianne Crittenden, Co-Chair Leianne Crittenden,
Co-Chair
Nicole Harris, Co-Chair Nicole Harris, Co-Chair
Dear Corporate Counsel Committee Members,

Welcome to San Francisco! We are pleased to be hosting the 2010 Annual Meeting in our hometown. As always, the meeting will be a busy one filled with great programs and catching up fellow members.

The Committee Dinner on Friday evening at Yoshi's Jazz Club and Restaurant will be a special one. Yoshi's is known for great food (wine, non-alcoholic beverages and transportation are also included in the ticket price), amazing music (you can stay for the 10 pm show) and wonderful ambiance. This will not be the usual conference dining experience and we think you will enjoy it.

The location is also historic and reminds us of the importance of the laws with which we all work. Yoshi's is located in the Fillmore District called the "Harlem of the West" where all the jazz happened in SF. Geographically, the Fillmore is currently adjacent to Japantown. The Fillmore developed as a jazz center because Japanese Americans were sent to internment camps leaving the area open and African Americans who migrated West to work in the steel mills and other wartime jobs during World War II needed to move in somewhere. Now it is wonderful that we can all celebrate, Yoshi's, jazz, the Fillmore and Japantown - together.

There are several Committee Programs and Meetings. Please see the full Annual Meeting committee schedule below.

The two CLE programs cover: (1) cloud computing--software as a service and (2) the globalization of in-house counsel address present-day issues and challenges for corporate counsel with any almost practice background.

We will also have three Committee meetings : (1) In House Counsel Essential Toolkit publication update - open to all, you can get your name in print, (2) All hands Committee meeting - open to all and (3) Committee leadership meeting - open to the Committee's subcommittee chairs, vice chairs and co-chairs.

In this issue, we have a variety of articles focusing on timely topics, including: recent U.S. Supreme Court case law, an introduction to initial public offerings (IPOs) and international developments on the anti-corruption front.

As many of you are aware, the Committee has committed members who work year round to update the In-House Counsel's Essential Toolkit (revised edition expected in 2011). Our featured members article focuses on two long-time members, Kandace Watson and Amber Lee Williams, from Baker McKenzie and Walmart Stores, Inc., respectively. They make a great in house/outside counsel team. Perhaps you should team up, too. After reading the article, please be sure to check the link to the Tool Kit, if you have not had the opportunity to do so already.

Please look for us at the meeting and say hello. We look forward to working with you.

Nicole Harris, Pacific Gas and Electric Company
Leianne Crittenden, Oracle Corporation
Co-Chairs, Corporate Counsel Committee
Business Law Section of the American Bar Association



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  Annual Meeting Schedule
   
The Committee on Corporate Counsel will sponsor or co-sponsor the following programs and events at the Annual Meeting in San Francisco:
Friday, August 6th
8:00AM - 10:00AM
Program: SEC Disclosure Rules & Board of Director Diversity
(co-sponsored with the Corporate Director Diversity Committee)
Fairmont Hotel
Venetian Room, Lobby Level

Moderator: Nicole D. Harris, Corporate Counsel, Pacific Gas and Electric Company, San Francisco, CA
Speakers:
  • Lissa L. Broome, Wachovia Professor of Banking Law and Director, Center for Banking and Finance, University of North Carolina School of Law, Chapel Hill, NC
  • Donna Hamlin, Chief Executive Officer, Intrabond Capital, San Francisco, CA
  • Anthony C. Jordan, Partner, StoneTurn Group LLP, Boston, MA
  • David Lee, Of Counsel, Gibson, Dunn & Crutcher LLP, Irvine, CA
At the end of 2009, the SEC approved rules effective 2010 that require enhanced proxy statement disclosures, including a requirement that public companies, for the first time, provide disclosure regarding board diversity. The panel will discuss what this rule means, how companies have addressed the issue, and provide insight on corporate director diversity.



1:30PM - 2:30PM
The In-House Counsel's Essential Toolkit
InterContinental Mark Hopkins Hotel
Pine Room, California Street
Level Domestic Dial-in: (866) 646-6488
International Dial-in: (707) 287-9583
Conference Code: 8175975641



2:30PM - 4:30PM
Program: If it's Tuesday it Must Be Belgium: Tips on the Basics to Have an Effective International Transaction
Fairmont Hotel
Pavilion, Lobby Level

Moderator: Judy Kim, FERC Attorney, Direct Energy, Houston, Texas

Speakers:
  • Beatrice Hamza Bassey, Partner, Hughes Hubbard & Reed, New York, New York
  • David Caron, William Maxeiner Distinguished Professor of Law, Berkeley, California
  • Anna Han, Professor of Law, University of Santa Clara, Santa Clara, Califonia
  • Ted Howes, Partner, McDermott Will & Emery, New York, New York
  • John Yang, Director, Illinois Tool Works, Shanghai, China

This program will provide practical basic, starting with how to choose local counsel, to what is different from our legal system (like how is litigation and dispute resolution conducted?), to types of entities that can enter contracts under differing legal systems. What happens when an overseas deal needs to end or goes bad-- what do you need to know before you sign the documents?



Saturday, August 7th
10:00AM - 11:00AM
Leadership Meeting - open to committee leaders
InterContinental Mark Hopkins Hotel
Pine Room, California Street Level
Domestic Dial-in: (866) 646-6488
International Dial-in: (707) 287-9583
Conference Code: 8175975641



11:00AM - 12:00PM
General Meeting - open to all
InterContinental Mark Hopkins Hotel
Pine Room, California Street Level
Domestic Dial-in: (866) 646-6488 International Dial-in: (707) 287-9583
Conference Code: 8175975641



Monday, August 9th
8:00AM - 10:00AM
Program: Head in the Clouds, Feet on the Ground: Cloud Computing, How In-house Counsel Can Get Ahead of the Clouds
Fairmont Hotel
French Room, Lobby Level

Moderator: Howie Wong, General Counsel, Toronto Housing Authority, Toronto, ON

Speakers:
  • Robin J. Lee, Partner, Cooley, Palo Alto, California
  • John Moss, salesforce.com, San Francisco, California
  • Jon A. Neiditz, Partner, Nelson Mullins Riley & Scarborough, Atlanta, Georgia
  • Steven D. Young, Microsoft, Redmond, Washington

In-house counsel knows how to negotiate mainstream IT services (software licensing, operations & maintenance). To address the new challenge of remote online services, "cloud computing", learn from the experts on how to take advantage of the "clouds" without sacrificing your clients' privacy and security concerns. Also, hear how traditional companies have taken a step-by-step approach to cloud computing.

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  Featured Members: Amber Lee Williams & Kandace Patton Watson
   
A Tale of Two 1L's
Amber and Kandace first met during their 1L year at the University of Texas at Austin School of Law back in August 1995. Although Amber and Kandace started their legal careers in the very same classroom, they took very different career paths. Several years into their legal careers, Amber and Kandace were able to reunite by working together on the ABA Committee on Corporate Counsel's first edition of "The In-House Counsel's Essential Toolkit" published in 2007. They are currently working together on the second edition.


More...



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  Featured Articles
   
The Supreme Court's Bilski Decision: Did Anything Change?
By: Mircea A. Tipescu and Michael P. Chu
General practice lawyers do not often focus on issues relating to the long-established fundamentals of the patent law statute. But over the past several months, the corporate world has been transfixed on threshold issues relating to whether business-method types of inventions are truly patentable. Since the U.S. Court of Appeals for the Federal Circuit's State Street Bank case in 1998 confirmed the patentability of such inventions, many high-tech corporations, financial institutions, startups, and Web-based companies have depended on these business-method patents to protect their core businesses.


More...



A New Front in Anti-Bribery Enforcement: US and UK Anti-Bribery
By: John Kocoras and Brigid Breslin
The global battle against commercial bribery has advanced dramatically with the passage of the UK Bribery Act 2010 (Bribery Act). Following recent criticism, authorities in the United Kingdom appear eager to demonstrate with the Bribery Act that they are as serious about compliance as the United States has shown it is with the Foreign Corrupt Practices Act (FCPA). Any multinational company with operations in the United Kingdom or United States should examine closely its compliance policies and procedures in an effort to avoid being one of the Bribery Act's earliest examples or the FCPA's next catch.


More...



China's Anti-Monopoly Law: Experience and Lessons Learned After Two Years
By: Henry (Litong) Chen, Alex An and Brian Fu
On 1 August 2008, China's Anti-Monopoly Law (AML) came into force. After two years' experience of China's first comprehensive antitrust law, some important lessons have been learned, but some key issues still remain unresolved.

The AML adds another regulatory layer to the body of existing laws that apply to trade in China. One major issue is the emerging tension between the AML and some of these other laws, in particular the Anti-Unfair Competition Law (AUCL) and the Price Law.



More...



MoFo Tech+ : A Field Guide to IPOs
From: Morrison & Foerster LLP
Life Will Find a Way
—John Hammond, Jurassic Park (1997)


It's amazing how many important ideas can be gleaned from a Hollywood blockbuster. "Life will find a way"–or stated differently, you have to do what you have to do in order to survive, grow, and prosper–is just one of them. For technology companies intent on finding the most reliable source of attractively priced equity capital to grow and prosper, an initial public offering has become the alternative of choice.

Now that doesn't mean that the capital markets always have been–or always will be–receptive to tech IPOs. In fact, market windows of opportunity tend to open and close with little advance notice and with considerable frequency. But the fact is that year in and year out, for several decades, IPOs have been the financing gold standard for tech companies that aspire to grow.


» Full Article (without graphics)
» Full Article (with graphics from mofo.com)



U.S. Supreme Court Rules in Quon: Employee Text Messages Not Shielded from Employer Review
From: Morgan, Lewis & Bockius LL
In a much-anticipated opinion in the Quon matter, on June 17 the U.S. Supreme Court declined to set precedent on broad issues of employee privacy expectations in workplace communications. Instead, the unanimous Court ruled narrowly, reversing the decision of the Ninth Circuit by holding that the review of an employee's text messages sent using employer-issued electronic devices did not, under the circumstances in that case, violate traditional Fourth Amendment reasonable search standards.


More...



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