Session I avoiding Boilerplate Blunders in M&A



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Third Annual In-House Counsel Conference

April 7, 2011

AGENDA

7:30-8:30 a.m. Registration/Breakfast/Networking with Sponsors

8:00-8:30 a.m. New Member/Member Orientation Breakfast

8:30-10:00 a.m. Session I



  1. Avoiding Boilerplate Blunders in M&A

Boilerplate – even the term sounds harmless and benign. As a result, the review of boilerplate provisions is often left for the end of the review of a purchase agreement and is glossed over lightly. As they say, the devil is in the details, and in this case, the devil is frequently in the boilerplate. This presentation will cover a number of the boilerplate provisions most likely to cause blunders.

Presenters: Gemma L. Descoteaux. Partner, Akin Gump Strauss Hauer & Feld LLP; Thomas D. Scholtes, Senior Counsel, Towers Watson & Co.


  1. The View From the Bench

A panel of distinguished federal and state judges will provide views on hot issues in corporate litigation, including the selection of a corporate representative, discovery issues (including e-discovery), mandatory settlement conferences and/or mediation, jury selection and presenting corporations sympathetically at trial.

Presenters: The Honorable Mark I. Bernstein of the Commerce Program of the Philadelphia Court of Common Pleas; the Honorable Joel H. Slomsky of the United States District Court for the Eastern District of Pennsylvania; Honorable Carol Sandra Moore Wells, federal magistrate judge of the United States District Court for the Eastern District of Pennsylvania; Moderator: Abbe Fletman, Co-Chair Government Relations & Regulatory Practice, Flaster/Greenberg P.C. and Marilyn Heffley, Assistant General Counsel & Chief Litigation Counsel, Sunoco, Inc.

  1. Anatomy of a Patent Litigation

This program will provide an overview of the ins and outs of patent litigation. It will focus on all stages of a patent dispute, including: pre-suit considerations; including due diligence issues, convergence of patent prosecution and litigation strategies, impact of licensing programs, pre-suit investigations, and preparation for litigation; initial stages of litigation; issues of venue, declaratory judgment jurisdiction, and variations in court management of patent cases; discovery , trial, and appeals; with a focus on issues particular to patent litigation, such as claim construction proceedings, experts, remedies, and the Court of Appeals for the Federal Circuit.

Presenters: Louis Beardell, Jr., Partner and John Gorman, Partner, Morgan Lewis & Bockius LLP; John C. Gregory, General Counsel, Streamlight, Inc.; and Alexander H. Plache, Senior IP Counsel, Saint-Gobain Corporation


  1. Deal With It: Ten IP Issues to Consider in Commercial Transactions

Intellectual property issues invariably arise in deal transactions; in-house counsel must be increasingly familiar with complex patent, trademark, copyright and related IP issues surrounding acquisition, merger, licensing, technology transfer, joint development agreements and other commercial or business transactions. Failure to address these issues early in the diligence and negotiation phases may have harsh consequences that could sour a deal, including loss of IP rights/value and unexpected liability. Attendees will learn of the ten most common IP issues so they may avoid disaster and increase the value of the deal before the documents are signed.

Presenters: Stephen Driscoll, Partner, Saul Ewing LLP and Dawn Palmer, IP Counsel, Tyco Electronics Corporation



  1. The Dodd-Frank Act - SEC Rules for New Whistleblower Program

Everything in-house counsel needs to know about the Dodd-Frank Act and an explanation of how the creation of a whistleblower program will affect every public company.

Presenters: Albert Dandrige, Chair, Securities Practice Group, Schnader Harrison Segal & Lewis LLP; John Romeo, Labor & Employment Counsel, America Water Works Service Company, Inc.

10:00-10:15 a.m. Break/ Sponsor Visitation


10:15-11:45 a.m. Session II



  1. What Corporate Counsel Need to Know About the Refocused SEC

A panel discussion on SEC enforcement trends post-reorganization and in light of some of the changes wrought by the Dodd-Frank Act. The panel will provide an overview of the SEC’s recently created specialized units, new avenues for interdepartmental cooperation, creation of new administrative jurisdiction as an extra-judicial enforcement mechanism, expanded charges and subpoena powers available to the Enforcement Division, and cooperation options available to those investigated by the SEC.

Presenters: Patricia J. Hamill and Judson Aaron, Partners, Conrad O”Brien P.C.; James Cashel, General Counsel & Corporate Secretary, Environmental Tectonics Corporation


  1. Antitrust Law Now: Targeted Industries, Obama and the Courts

This session will discuss current developments in the Federal Agencies and the Courts, the newly enacted Merger Guidelines, single firm conduct scrutiny under Section 2 of the Sherman Act in light of the recent Dentsply decision.

Presenters: Francis Patrick Newell and Melissa Maxman, Co-Chairs, Antitrust Practice Group, Cozen O’Connor; Brian Addison, General Counsel, Dentsply; Robert E. Connelly, Chief, Middle Atlantic Office, Antitrust Division, U.S. Department of Justice; James A. Donahue, III, Chief Deputy Attorney General, Antitrust Division, Office of the Attorney General


  1. How to Ethically Prepare a Witness for Deposition and Trial

This expert panel will discuss the following issues: Application of Rules of Professional Conduct to Witness Preparation; Witness Coaching/Refreshing Recollection/Suggesting Testimony; Special Concerns in Preparing Corporate Executives; handling Witnesses who are Former Employees; Attorney/Client Privilege Issues in the Corporate context.

Presenters: Patrick Egan, Partner, Fox Rothschild LLP; Riley Ross, Associate, Tucker Law Group; Geoffrey L. Beauchamp, General Counsel, Delaware Valley Municipal Management Association


  1. It’s Curtains for You – Why Not Providing Reasonable Accomodations for Your Employees will Kill Your Business

This session will focus on workplace accommodations and related issues. The panelists will cover such topics as leaves of absence, telecommuting and breastfeeding and offer practical guidance for how to comply with legal requirements and HR best practices while maintaining business efficiencies and employee morale.

Presenters: Lori Armstrong Halber and Rick Grimaldi, Partners, Jackson Lewis LLP; Diane Carman, Senior Counsel, Director of Labor & Employment Law, Gamesa Technology Corporation, Inc.


  1. Environmental Issues That Can Impact any Business – What Every In-House Counsel Should Know

Environmental, health and safety law and regulation has a surprisingly broad reach – impacting many types of businesses, and not just the BPs of the world. This session will provide a general overview of key federal and state environmental, health and safety laws to assist in-house counsel with understanding the legal and regulatory landscape in this ever-evolving area of the law, including how to go about ensuring corporate compliance and careful management of environmental risk.

Presenters: Nicole Moshang, Partner, Manko, Gold, Katcher & Fox LLP; Lauren Alterman, Vice President, Health Safety and Environment, Saint-Gobain Corporation
11:45-1:45 p.m. Lunch/Networking/Sponsor Visitation
1:45-3:15 p.m. Session III

  1. Trademarks, Brands and Domain Names – A Practical Discussion of Opportunities and Headaches

The world of trademarks, brands and domain names is constantly evolving. For global companies, managing an international portfolio of brands has become increasingly complex. Some names are worth more than others and attempting to register and protect every variation of a name isn’t feasible either. In this session, we will discuss the opportunities and threats brand holders are experiencing in the domain name arena including the new gTLD launch and IDN’s. We will also discuss recent search engine keyword and auction monitoring case law and how these decisions impact your brand. Finally, we will review how monitoring the internet for brand infringement and devising an enforcement plan for your corporation can save you lost revenues, angry customers and damaged reputations.

Presenters: Kimberly Wieland, Senior Director of Trademark & Brand Services and Associate General Counsel and Gretchen M. Olive, Director of New gTLD Services, Corporation Service Company


  1. The Benefits and Hazards of Internal Investigations in a Highly Regulated Environment

Increasingly, in-house counsel has become very concerned about the need, cost and benefits of these types of investigations. This panel will discuss its experiences with such investigations and elaborate on both the benefits to be gained and the hazards to be avoided.

Presenters: Gregory P. Miller and William M. McSwain, Partners, Drinker Biddle & Reath LLP; Brian Hirsch, Senior Director and Associate General Counsel, Cephalon, Inc.

  1. What Employers Need to Know About the Genetic Information Nondiscrimination Act and the EEOC’s New Implementing Regulations

New regulations published by the Equal Employment Opportunity Commission confirm that employers will need to make fundamental changes in long-standing practices to avoid violating the Genetic Information Non-Discrimination Act of 2008 (GINA). In addition to prohibiting the use of genetic information in employment decisions, GINA bars employers from acquiring or disclosing such information except in limited circumstances. These prohibitions will have a broad impact on the workplace because “genetic information” includes not only the results of an employee’s own genetic tests, but also nay diagnosed or diagnosable illness of an employee’s family member going back four generations. This program will highlight the most pressing compliance issues for employers and provide practical recommendations for handling those issues.

Presenters: Matthew Hanks and Barbara Rigo Rittinger, Shareholders, Littler Mendelson; Anne Bancroft, Assistant General Counsel, Exelon Business Services Company


  1. The eDiscovery Request Process: Defining In-House eDiscovery Roles and Compliance for Record Retention Policies and Procedures and Production

eDiscovery is a critical component to corporate litigation. Sanctions can be imposed for failure to preserve and produce ESI. In the session you will learn how to overcome the disconnect between IT, Legal and business leaders to create defensible records retention and hold policies and to comply with document production requirements.

Presenters: Jeffrey S. Waksman, Counsel, Saint-Gobain Corporation; H. Bruce Gordon, E-Discovery Analyst, Teva Pharmaceuticals; Christopher J. Spizzirri, E-Discovery Counsel and Coordinator, Morris James LLP; Moderator – Lisa Goldstein, Esq., Special Counsel


  1. Sand Traps and Other Hazards in Supply Contracts

This session will explore some of the intricacies of long term supply agreements. The topics to be discussed will include specifically (1) the interplay among breach of contract and breach of warranty provisions, limitations on liabilities, remedies (including caps on liability) and those nasty indemnification provisions, (2) dealing with vanishing lead times, extended schedule delays and dramatic changes in delivery quantities, (3) supply chain management and alternative business arrangements to manage supply shortages and delivery lead times, and (4) the use of price escalator and de-escalator mechanisms.

Presenters: David E. Beavers and Deborah W. Hong, Partners, Stradley, Ronon, Stevens & Young, LLP; James H. Decker, Assistant General Counsel, Triumph Group Inc.;
3:00-3:15 p.m. Break/Sponsor Visitation

3:30-5:00 p.m. Session IV



  1. Selected Ethical Issues in the World of Social Media

The explosive growth of social media through services such as Facebook, Twitter, LinkedIn and MySpace has caused a sea of change in the legal community. Lawyers are taking advantage of the latest social media options and innovations to zealously represent their clients. Are lawyers employing these tools in a manner consistent with their ethical obligations? This session will discuss particular areas of concern in which the ease of interaction and communications, arguably social media’s most critical feature, applies significant pressure on a lawyer’s ethical responsibilities, such as: communications through social media sites with represented parties and unrepresented witnesses during discovery; applicability/waiver of the attorney-client privilege for communications by email or on blogs; ex parte communications with judges and jurors through social media sites or tweets; and Internet marketing and solicitation of prospective clients.

Presenters: Hope Comisky, Kristin Jones, Kassem Lucas, Stephen Harvey, Charles Marion, Partners, Pepper Hamilton LLP; Eric Tilles, Associate General Counsel/Manager Ethics & Compliance, Arkema Inc.



  1. What In-House Counsel Need to Know About the Changing Landscape in Litigation: Experienced Lawyers Report From the Front Lines

Phew! The Pennsylvania Supreme Court rules in Gillard that attorney-client privilege runs in both directions; - The latest on e-Discovery, including the emerging split in the district courts on when to impose sanctions; - How far does that long arm reach? A look at whether New Jersey’s expansive view of jurisdiction will prevail.

Presenters: Dana B. Klinges, Litigation Partner; Robert L. Byer, Appellate Partner, James J. Ferrelli, Litigation Partner, Duane Morris LLP; Patricia M. Carroll, Senior Litigation and IP Counsel, IMS Health;


  1. What Your Supervisors and Managers Don’t Know Will Hurt You – Why Employment Law Training is Essential for Legal Risk Management

Your company’s supervisors are the face of the company as far as its employment liability is concerned and their knowledge of and compliance with basic employment laws is critical. Not only is insuring that supervisors are well-informed essential to managing your legal risk in this area of rampant litigation, a lack of training can be damaging evidence of non-compliance in the event of a lawsuit.

Presenters: Michael G. Tierce and Lisa M. Scidurio, Partners, Stevens & Lee; Sharon Moran Pennington, Counsel, South Jersey Industries



  1. Personalized Medicine: A Legal Perspective

This presentation will address litigation, IP and contractual issues raised by personalized medicine. Specifically, the presentation will focus on how the growth of personalized medicine in the United States has impacted the development programs for medications, acceptable drug claims, and contractual issues relating to privacy and indemnification issues. The presentation will also discuss the potential impact of personalized medicine on product liability litigation.

Presenters: Donald LeGower, Associate and Tom Rayski, Counsel, Dechert LLP; Gregory Bokar, Senior Director Legal, Elan Pharmaceuticals


  1. IP Agreements: What Every In-House Lawyer Needs to Know

In-house counsel play an important role in protecting their company’s IP. This session will provide an overview of IP agreements that are essential for every in-house counsel to help their company maintain a competitive advantage in the marketplace by covering: trademarks, patents, joint developments, security, vendor, licensing, nondisclosure agreements, as well as recent legal developments. Attendees will gain important, practical tips to draft, negotiate and manage their company’s IP agreements.

Presenters: James M. Lennon, Attorney and Christopher Jeffers, Attorney, Womble Carlyle Sandridge & Rice, PLLC; James Goepel, Senior Patent Counsel, Unisys Corporation; Jimmie Johnson, Patent Counsel, Johnson Matthey Inc.
5:00-6:30 p.m. Cocktail Reception/Sponsor Visitation/Raffle Drawings

(Must be present to win raffle prizes)

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