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Editorial Board:
Judith Kim
eNewsletter Editor
Direct Energy
404-759-6833
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Message from the Co-Chairs
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Leianne Crittenden,
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
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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
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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.
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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
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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
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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
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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
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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
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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
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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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