By: Lloyd M. Johnson Jr., Chief Legal Executive LLC

For NetApp Inc.’s legal department, the autobahn isn’t just a ribbon of pavement slicing through the German countryside. In symbolic terms at least, it’s the route to the future.Three years ago, the Silicon Valley data management giant adopted the idea of using the autobahn to describe its legal department strategy. Like the famed European highway, the NetApp Autobahn emphasizes speed, efficiency and meticulous engineering, while evoking themes of international scope and destination.Continue Reading NetApp Legal Team Races Ahead: Playing a key role in achieving the company’s business goals

By: Jenny Le, FRONTEO, James A. Sherer, BakerHostetler and Amie Taal, Deutsche Bank AG

Two of the most insidious myths about cybersecurity are that most threats originate outside an organization – Russian hackers, for example – and that it is an IT problem. Amie Taal, a cybersecurity expert with Deutsche Bank, Jenny Le, who runs operations for e-discovery provider FRONTEO, and James A. Sherer, chair of BakerHostetler’s information governance practice, are determined to dispel those myths. Below, they discuss their recent white paper focused on insider threats and the cyber responsibilities of C-suite executives (“Increased C-Suite Recognition of Insider Threats Through Modern Technological and Strategic Mechanisms”). Their remarks have been edited for length and style.

MCC: There was a day when corporate executives could walk the factory floor to keep an eye out for people and process problems. In today’s knowledge economy, executives have limited visibility into employees’ day-to-day processes and tools. At the same time, government regulators and others are putting insider cybersecurity threats squarely on their radar. That seems like an impossible situation. How should C-suite executives deal with it?

Sherer: Let’s start with the metaphor of the factory floor. What can we do to recreate that kind

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Continue Reading The Cyberthreat Within: As companies wake up to insider threats, C-suite executives are looking beyond IT for help

By: Vicki Kramer, Marcy Cohen and Mary Quazzo, Thirty Percent Coalition

Getting more women, and more diverse representation of all kinds, on corporate boards is a goal for a number of groups. Now the Thirty Percent Coalition has pulled together many of them, along with various other individuals with a shared interest, to work together on increasing the velocity of change in the boardroom. Below, two leading in-house counsel, Marcy Cohen of ING Americas and Mary Quazzo of Bechtel Group, Inc.,  join with Vicki Kramer, president of the Thirty Percent Coalition, to discuss with MCC the group’s goals and their own thoughts and experiences on what GCs and CLOs can do to advance diversity in their companies’ boardrooms. Their remarks have been edited for length and style.

MCC: Please tell our readers about the Thirty Percent Coalition.

Kramer: We are a national collaboration of more than 80 members. We’re committed to the goal of women, including women of color, holding 30 percent of board seats across public companies, on the way to parity. We have a diverse group of members that includes public companies, private equity funds, institutional investors, professional services firms, national women’s organizations, government officials and

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Continue Reading On the Road to Parity in the Boardroom: The Thirty Percent Coalition makes a strong case for more women, including women of color, becoming corporate directors

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: Rebecca Love Kourlis, Institute for the Advancement of the American Legal System and Brittany Shultz, Ford Motor Company

Nine months after major changes to the Federal Rules of Civil Procedure (FRCP) took effect, the Institute for the Advancement of the American Legal System (IAALS) continues its outreach to attorneys and judges to educate them about the impact of the rules on practices and caseloads. Below, IAALS’ Rebecca Love Kourlis joins with Brittany Schultz of Ford Motor Company to discuss the impact of the rules from an in-house perspective. Their remarks have been edited for length and style.

MCC: Can you make the case for why the changes to the Federal Rules of Civil Procedure were needed in the first place?

Kourlis: The civil justice system was, and to some extent still is, plagued by inefficiencies and bloated costs, which were undermining access and public trust and confidence. A significant portion of those costs were in conjunction with discovery.

Schultz: The ever-increasing scope of discovery led to a “scorched earth, overturn every stone” approach, which created problems for efficiency, proper case management and resolution of cases.

Kourlis: The Duke 2010 Conference took on the question of how to make

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Continue Reading The Federal Tools of Civil Procedure: The FRCP amendments are waiting to be used by litigants and judges to build a better litigation system

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

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Continue Reading Get to the Back of the Line: Delaware Bankruptcy Court Holds C-Suite Stock Compensation was Equity Security Not General Unsecured Claim

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

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Continue Reading Optimizing General Counsel–Board Relations: In corporate M&A, working together as partners in skepticism can advance a company’s long-term strategic interests

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

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Continue Reading An On-Ramp to the C-Suite: A joint initiative aims to return motivated female lawyers to corporate counsel roles nationwide

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

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Continue Reading Tightening Up Links Drives Down Risks: Integrated infrastructure facilitates GRC-Legal compliance cooperation

By Joe Calve, Metropolitan Corporate Counsel

Altman Weil, a management consultancy dedicated exclusively to the legal industry, kicked off its “Law Firms in Transition” survey on the heels of the Great Recession. Now in its eighth edition, the survey, released earlier this month, reveals a frightening gap between lawyers and clients.

The gap is so wide that it seems to be spurring corporate law departments to throw up their hands in a manner reminiscent of the famously obnoxious 1960s TV commercial for Anacin pain reliever. A hovering mother tries to help her harried grown daughter with her household chores. Pushed to the edge, the daughter finally erupts:

“Mother, please, I’d rather do it myself!”    
Continue Reading Backstory: GCs Take Matters Into Their Own Hands – Literally