By: Joe Calve, Metropolitan Corporate Counsel
In a post this summer to the Seyfarth Shaw blog, Seytlines, Ken Grady, the firm’s “Lean Law Evangelist” and former CEO of SeyfarthLean Consulting, conducted a fascinating thought experiment. Here is how he framed it: “The chatter today is about a world with different types of large law firms. In this essay, I’m going to ask a different question, ‘Is there a future with different types of law departments?’ ”
Continue Reading Backstory: Imagine…
By: Joe Calve, Metropolitan Corporate Counsel
Unless You Ask bills itself as a “guide for law departments to get more from external relationships.” As such, it is an important addition to the lengthening shelf of self-help resources for in-house counsel (many offered up by consultants themselves eager to help). It is also an odd duck of a document – by turns a menu, checklist, conversation starter, jeremiad, marriage counselor, screed, shrink and opera buffa – all rolled into one.
The 84-page guide is the handiwork of primary author D. Casey Flaherty, former in-house counsel with Kia Motors America and associate with Holland & Knight, best known, at least to me, for his contributions to the popular “3 Geeks and a Law Blog.” He now consults with in-house departments and law firms on sourcing, process and tech, with an emphasis, as he puts it, on “fostering a structured dialogue between the two” (thus the marriage counseling element).
It is noteworthy that UYA is backed by the External Resources Interest Group of the Association of Corporate Counsel’s 18-month-old Legal Operations organization. That pumps serious credibility into the effort. Among the ops bigwigs contributing to the project are: Diana Barlow, AVP of…
Continue Reading Backstory: Ask and Ye Shall … Get More!
By: Joe Calve, Metropolitan Corporate Counsel
Last month, in the sweltering depths of a tumultuous summer, the Conference of Chief Justices (CCJ), an association of top state judicial leaders, and its civilian counterpart, the Conference of State Court Administrators (COSCA), took an important, if little noticed, step toward righting a badly listing civil justice ship. Both groups threw their weight behind a report by CCJ’s 23-member Civil Justice Improvement Committee (CJIC), led by Chief Justice Thomas A. Balmer of Oregon, beseeching state judicial leaders to take 13 specific steps to improve the U.S. civil justice system. The report, entitled “Call to Action: Achieving Civil Justice for All,” is a joint venture of the National Center for State Courts (NCSC) and the Institute for the Advancement of the American Legal System (IAALS), with funding provided by the State Justice Institute (SJI). Joining Balmer’s committee were a number of corporate law department representatives, including David G. Leitch, Global GC of Bank of America; Tom Falahee, Assistant GC of Ford; and two retired GCs, Thomas Allman of BASF and Kim Brunner of State Farm.
If acronyms are any indicator, this effort just may have legs.
As we’ve written here previously, the planets…
Continue Reading Civil Justice Playbook: A Call for Customer-Centric Courts
By: Carolyn Casey
As the role of the chief compliance officer (CCO) takes on more prominence, many CEOs and boards must evaluate whether their general counsel (GC) can take on this second role or if the function should be led by a separate executive. After the financial crisis, Enron, and growing privacy, corruption, and whistleblower actions, the glare of the regulatory spotlight seems as certain as sunrise. According to Deloitte, “One of the most important regulatory and policy developments in recent years has been the government’s heightened scrutiny of the effectiveness of an organization’s compliance program in making decisions regarding both liability and cooperation.” It doesn’t take a fortune-teller to predict that corporations will increasingly grapple with the dual-role question.
Are GCs One for Two?
Let’s start by considering the traditional role of lawyers. Lawyers give legal advice and advocate to gain the best outcomes for their clients. When a government subpoena or legal claim arrives on their desk, they gear up to do whatever is necessary to avoid costly judgments or fines, reputation hits and even jail time for their C-suite colleagues. They are protectors and risk managers.
Of course, lawyers also interpret regulatory requirements and things like
…
Continue Reading One for Two or Two for Two with CCOs?: The Chief Compliance Officer Debate
By: Brian Kim, iDiscovery Solutions and Therese Craparo, Reed Smith LLP
Most experts agree that a sound information governance and data remediation program is vital to driving an organization’s business and reducing its risk profile. But how and why and when and with whom are all questions under active consideration. In this interview, Therese Craparo of Reed Smith and Brian Kim of iDiscovery Solutions give us their perspectives on the rapid evolution of information governance and how it is transforming the way in which organizations think about and manage data. Their remarks have been edited for length and style.
MCC: What is information governance and data remediation? Who should be involved in an organization’s information governance policy?
Craparo: I view information governance as the management of corporate information to facilitate business operations, manage risk, and ensure compliance with legal and regulatory obligations. It is essentially a corporate governance function for managing the most critical and valuable asset of a company – their data and information. Data remediation is part of the information governance process. To have good information governance, you need to make sure that you don’t keep data that you don’t need. Data remediation is the sensible disposal
By: David White, AlixPartners LLP
Regulators around the globe have been stepping up anti-corruption compliance efforts. The past few years have seen a marked uptick in both formal inquiries and legal actions related to money laundering and bribery, with regulators demanding increased access to company records. Given their global scope, the costs of responding can be enormous. For example, the global retailer Walmart predicts that its anti-bribery compliance-related costs for this year alone will be upward of $180 million[1].
This is not atypical for companies with a large global footprint. Earlier this year, Olympus resolved a $22.8 million Foreign Corrupt Practices Act (FCPA) enforcement action concerning alleged misconduct in Brazil, Bolivia, Colombia, Argentina, Mexico and Costa Rica. Managers at an Olympus factory in China were also tied to related company investigations[2]. Separately, Olympus Corporation of the Americas agreed to pay $612 million plus interest to resolve parallel criminal and civil investigations into alleged violations of the Anti-Kickback Statute and the False Claims Act[3].
The primary costs are typically pre-enforcement action professional fees and expenses, with the bulk of these expended on information collection and analysis. This information typically comes from a myriad of…
Continue Reading Finding the Needle in the Anti-Corruption Haystack
By: Andriana Georgallas, Weil, Gotshal & Manges LLP
Recently, in GSE Environmental, Inc. v. Sorrentino (In re GSE Environmental, Inc.), on a motion for judgment on the pleadings, the Bankruptcy Court for the District of Delaware held that the Chief Executive Officer’s claim for unpaid compensation payable in stock constituted an equity security rather than a general unsecured claim. The facts of GSE Environmental are an all too familiar story in the bankruptcy context: Company files for chapter 11, but certain employees, or in this case executives, were not paid their full compensation before the petition date. Whether such unpaid compensation is treated as a general unsecured claim or equity securities can have a tangible effect on the employee’s recovery in the case. GSE Environmental serves as one example of a variation of unpaid compensation that may be treated as an equity security.
Background
Charles Sorrentino served as interim president and CEO to the debtors, GSE Environmental, Inc. and GSE Holding, Inc., as of July 1, 2013. Pursuant to his original employment agreement, Sorrentino was earning $186,000 per month payable in cash. A month later, the parties amended his agreement to provide that $100,000 of Sorrentino’s monthly compensation would
By: Stephanie Mullette, National Association of Corporate Directors
In her new role as the Director of Corporate Solutions for the National Association of Corporate Directors (NACD), Stephanie Mullette is exploring opportunities to forge stronger relationships between the general counsel and the board of directors. “When we think about good governance at an organization, most of us associate those practices with the board of directors,” she explains, “which seems logical as the board is typically the final decision maker. But if you dig a bit deeper, you quickly recognize the influence of the general counsel as an internal advocate for strong governance practices.” Below, Mullette discusses the interaction between corporate boards and general counsel, their roles in M&A, and how to optimize the relationship. Her remarks have been edited for length and style.
MCC: Please tell us about your background as it relates to your new role as NACD’s Director of Corporate Solutions, particularly your focus on enhancing engagement with general counsel.
Mullette: After studying in Germany, I worked for White & Case. One of our clients at the time was a company dealing with activist investors, and so when I came back to the U.S., I wanted to continue
By: Veta T. Richardson, Association of Corporate Counsel and Caren Ulrich Stacy, OnRamp Fellowship
At the entry level, men and women join the legal profession at the same rates, yet by the time they reach leadership roles, less than 20 percent of partners are women. Corporate legal departments suffer the same disparity. This leaky pipeline is partially due to women’s choice to set aside their careers for child-rearing. As a recruiter, Caren Ulrich Stacyrecognized that a highly motivated talent pool was not being tapped and created OnRamp Fellowship – now joined by OnRamp In-House, an initiative the Association of Corporate Counsel (ACC) has joined with – to reintroduce women lawyers returning to the field after an absence. Here, Stacy and Veta T. Richardson of ACC discuss the evolution the program and the depth of the need to address the root causes. Their remarks have been edited for length and style.
MCC: What is the mission behind OnRamp Fellowship?
Stacy: OnRamp Fellowship is a re-entry or “returnship” platform that offers opportunities for women lawyers interested in returning to the workforce after taking time off from their legal jobs in order to raise a family or pursue other
By: Matt Kivlin, ELM Solutions, A Wolters Kluwer Business
Last year at Legaltech New York I spoke to an in-house attorney about one of her worst days on the job. She was hard at work on litigation related to a compliance breach. The breach had occurred because the compliance staff mistakenly believed that a particular regulation did not apply to their business unit. There had been an internal investigation of the incident, but she was having difficulty verifying the steps the company had taken because the records were in disarray. Some of the investigation files were incorrectly moved into an unrelated archive, while other activities were undocumented altogether.
While trying to navigate the morass, she received a mass email from a colleague instructing everyone, incorrectly, that a certain regulation – yes, the very same one now making my friend’s life so difficult – was not applicable to the company. She feared that another breach could result and that she’d have to go through the process all over again.
Fortunately, the embattled attorney was able to quickly contact the right colleague and have a correction sent out. But she was understandably frustrated by the difficulties she’d encountered, particularly because she
