Ricoh Company Ltd.
Dorsey & Whitney LLP
Message from the Leadership
Howie Wong, Co-Chair
Welcome to beautiful downtown Chicago! It's always a delight to return to Chicago where the ABA is headquartered. And being in the heart of downtown
Chicago is always exciting and fun.
As the annual ABA meeting gears up, the editors of the Corporate Counsel Committee decided to focus this newsletter on variations of corporate compliance.
Specifically, we focused our newsletter theme on new ways the digital age and social media has impacted compliance concerns in corporate America. For
example, one of our articles focuses on the efforts of regulators to regulate the role of social media in employer-employee relations and another article
focuses on the steady increase of personal smartphones and computers being used for work purposes. Our other articles include a summary of the recent U.S.
Supreme Court decision regarding the Affordable Care Act and engagement issues involving investment bankers.
On the broader front, the Committee continues its work on revising the first edition of the Corporate Counsel Toolkit. If anyone is interested in editing
or revising certain sections of the Toolkit, please feel free to contact me or Howie Wong. This is a great opportunity to meet and collaborate with other
in-house counsel and law firm experts as we revise and expand the Toolkit.
If you are fortunate enough to attend the annual meeting in Chicago, please be sure to attend the many CLE programs. The Committee is putting what will
certainly be a very popular program, "Corporate Litigation Problems That Keep General Counsel Awake At Night And How To Solve Them," scheduled for Friday,
August 3, 2012 from 2:30 p.m. to 4:30 p.m. This program identifies significant challenges which corporate litigation presents and offers advice to help
inside and outside counsel address these challenges as effectively as possible. The program will be an interactive panel discussion.
The panelists at this program include the following General Counsel of major corporations: Kelly McNamara Corley, Executive Vice President, General Counsel
and Secretary, Discover Financial Services; Deborah A. Golden, Senior Vice President, General Counsel and Secretary, GATX Corporation; Carrie J. Hightman,
Executive Vice President and Chief Legal Officer, NiSource Inc.; Mary Ann Hynes, Senior Vice President and General Counsel, Corn Products International,
Inc.; Jeffrey W. Jackson, Senior Vice President and General Counsel, State Farm Insurance Cos.; and Mark J. Ohringer, Executive Vice President, Global
General Counsel and Corporate Secretary, Jones Lang LaSalle Incorporated.
As always, the Committee will also host a dinner, co-sponsored with the Corporate Compliance and White Collar Committees, Saturday, August 4 from 6:30 to 8
pm CST at Gino's East Pizza for a pizza fest. It's not too late to buy tickets ($66 per person). Meet up with old friends or make new friends in Chicago!
We look forward to seeing you in Chicago!
Judy Kim, Axiom
Howie Wong, Toronto Housing Authority
Co-Chairs, Corporate Counsel Committee
Business Law Section of the American Bar Association
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2012 Business Law Section Annual Meeting
Cross Border M&A: Critical Issues for U.S. Counsel
Friday, 8/3/2012 8:00 am - 10:00 am CST
Indiana & Iowa Rooms
The Watercooler Effect: Managing the Rumor Mill During a White Collar Investigation and/or Prosecution
Friday, 8/3/2012 10:30 am - 12:30 pm CST
Corporate Litigation Problems that Keep General Counsel Awake at Night and How to Solve Them
Friday, 8/3/2012 2:30 pm - 4:30 pm CST
Chicago Ballrooms G/H
Contract Drafting: What Litigators Wish You Would Include
Saturday, 8/4/2012 8:00 am - 10:00 am CST
Indiana & Iowa Rooms
Corporate Counsel Committee Meeting and Corporate Counsel Toolkit Meeting
Saturday, 8/4/2012 10:00 am - 11:00 am CST
Toll-free dial-in number (U.S. and Canada):
International dial-in number:
Embracing Conflicts: The Ethics of Being Lawyer for the Deal
Saturday, 8/4/2012 10:30 am - 12:30 pm CST
Chicago Ballrooms G/H
Committee Dinner co-sponsored by Corporate Compliance and White-Collar Crime
Saturday, 8/4/2012 6:30 pm - 8:30 pm CST
Gino's East Pizza
Must register and pay in advance, $66 per guest
Does Your Internet Persona Have a Right to Privacy?
Sunday, 8/5/2012 2:30 pm - 4:30 pm CST
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Rude, Crude and Now Socially Acceptable: Protection of Social Media Communications under the National Labor Relations Act
By: Brian West Easley and Mark D. Temple
Bring Your Own Device Brings its Own Challenges
The meteoric growth in the use of social networking sites by employees has generated a tremendous amount of interest on the part of federal agencies that
regulate the employer-employee relationship. Most notably, the National Labor Relations Board ("NLRB"), an agency known more for conducting union
representation elections and adjudicating collective bargaining disputes, has taken the lead in promulgating new rules and imposing stringent limitations
for employers and employees who utilize social media tools. In several high profile cases-including cases against prominent companies such as Thomson
Reuters and General Motors-the current Acting General Counsel ("AGC") of the NLRB, Lafe Solomon, has used his prosecutorial discretion to aggressively
pursue the development of broad protection for employee speech in the context of social media. The AGC's view is that social media sites are the
Twenty-First Century equivalent of the water cooler, and that employees have protected legal rights to express their views regarding their employer in
social media communications-using even the most profane and offensive language-without fear of potential disciplinary action or retaliation. In this new
legal milieu, any employer that attempts to discipline an employee based upon comments made on a social media site could be targeted for potential unfair
labor practice litigation under the National Labor Relations Act ("NLRA").
By: Sue McLean and Chris Ford
Engaging Investment Bankers in Sell-Side Transactions & Ensuring You Are on the Same Side of the Aisle
The consumerisation of IT is the growing trend for information technology to emerge first in the consumer market and then drive change in the industry
generally. One of the most dramatic impacts of this shift is a rise in so-called "bring your own device" strategies in both public and private
By: Bryan S. Gadol, Partner, Dorsey & Whitney LLP
Navigating the Supreme Court's Decision on the Affordable Care Act
The mergers and acquisitions market is poised to see a dramatic increase in activity due to a variety of market indicators, including: the likely
significant Federal tax rate increase on long-term capital gains, the level of excess cash reserves on corporate balance sheets, the extremely low interest
rates, the pending expiration of significant capital commitments to private equity firms and the velocity and availability of debt financing on
commercially reasonable terms. While not all sell side transactions require a seller to engage an investment bank to maximize enterprise value, the general
rule is that a competitive process usually results in the highest price and the most favorable terms for a seller. Therefore, sellers that make the
decision to hire an investment bank are well advised to go through a methodical selection process as the role of the investment bank (and specific deal
team) is critical to the ultimate success of the transaction.
By: Susan Feigin Harris
In an opinion that will continue to have far-reaching impact for years to come, the Supreme Court opined on the constitutionality of the Affordable Care
Act (ACA) on June 28, 2012. The decision did not disappoint in terms of complexity as a deeply divided Court considered two provisions from the ACA: (1)
the individual mandate that requires individuals to purchase a minimum level of health insurance coverage as defined in the law and (2) the Medicaid
expansion, which provides funds to the states on the condition that they provide specified healthcare services to all citizens whose income falls below a
certain threshold. Majorities were reached in each element of the decision by parsing through the majority and the concurring opinions and the dissent, to
reach the conclusions on the mandate and the Medicaid expansion.
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