53rd Annual CORPORATE COUNSEL INSTITUTE October 2 3, 2014, Illinois New location for 2014 www.law.northwestern.edu/cci
THURSDAY, OCTOBER 2 7:45 a.m. Registration and Continental Breakfast 8:30 a.m. Welcome and Overview Daniel B. Rodriguez, Dean and Harold Washington Professor, Northwestern University School of Law, Robert N. Sacks, Institute Chair, Executive Vice Secretary, SP Plus Corporation, 8:45 10:15 a.m. Effectively Navigating Today s Difficult Regulatory Environment Panel discussion on recent FTC, EPA, DOJ, EEOC activity and investigations Comparison and contrast of agencies Successful tactics for working with these and other agencies Case study with panel commentary Examination of EEOC v. CRST Van Expedited, Inc. including contested $4.7 million fee award to CRST Reflection on this case and on parallel actions Julie R. Domike, Haynes and Boone, LLP, Washington, D.C. John H. Mathias Jr., Jenner & Block LLP, Mary Jane Saunders, General Counsel, Beer Institute, Washington, D.C. Stephanie G. Wheeler, Sullivan & Cromwell LLP, New York City Michael P. Going, Senior Vice President and General Counsel, CNH Industrial America LLC, Burr Ridge, Illinois 10:15 10:30 a.m. Break 10:30 11:30 a.m. Keeping Abreast of Recent SEC Developments Current focus of filings reviews Minimizing risks amidst renewed scrutiny of financial reporting matters Planning for new Dodd-Frank Act disclosure and comp rules, year two of conflict minerals reporting and demand for specialized disclosures Impact of new guidance regarding proxy voting by advisory firms Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C. Karen J. Garnett, Associate Director, Division of Corporation Finance, SEC, Washington, D.C. Alison M. Rhoten, Vice President and Assistant General Counsel, Corporate & Securities, Tyson Foods, Inc., 11:30 a.m. 12:15 p.m. Keynote Discussion Changing Lives and Delivering Justice: Work on the Behalf of the Wrongfully Convicted Join us for a conversation about legal work that is bringing society s grand ambition of justice for all to reality. Speakers Karen L. Daniel, Clinical Professor of Law and Co- Director, Center on Wrongful Convictions, Bluhm Legal Clinic, Northwestern University School of Law, Joshua A. Tepfer, Clinical Assistant Professor of Law and Project Co-Director, Center on Wrongful Convictions of Youth, Bluhm Legal Clinic, Northwestern University School of Law, Moderator Robert N. Sacks 12:15 1:30 p.m. Lunch (Provided) 1:30 2:30 p.m. Mergers & Acquisitions: Three Timely Topics Contingent consideration: Earnouts, milestone payments, option structures, contingent value rights in public company deals and more Due diligence: How much is too much and how to produce due diligence reports that add value Post-deal litigation: Purchase price adjustments, earnouts, and other post-closing disputes Mark R. Grossmann, Katten Muchin Rosenman LLP, /New York City Pran Jha, Sidley Austin LLP, David M. Schiffman, Sidley Austin LLP, Robert N. Sacks 2:30 2:45 p.m. Break 2:45 3:45 p.m. Common Delaware Law Pitfalls for In-House Counsel Deal risk for public and private companies arising from non-compliance with Delaware law Technical pitfalls in board and stockholder actions, stock issuances, option grants and more
Bradley C. Faris, Latham & Watkins LLP, Jodi A. Simala, Mayer Brown LLP, Jeffrey R. Wolters, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware 3:45 4 p.m. Break 4 5 p.m. The General Counsel and Divided Loyalties (Ethics Credit) Loyalties to your company and your job and your professional obligations Who is the client? Applying rules 1.6, 1.7, 1.13 and more Carrie Di Santo, Managing Director and Global Chief Compliance Officer, CME Group Inc., Warren Lupel, Much Shelist, P.C., Susan R. Lichtenstein, Senior Vice President, Corporate Affairs and Chief Legal Officer, Hill-Rom Holdings, Inc., 5 p.m. Reception Sponsored by Winston & Strawn FRIDAY, OCTOBER 3 8:30 10 a.m. The Role of the General Counsel in the Boardroom Crisis management from building a team to debriefing and reassessing Keys to effective succession planning Creating value through enterprise risk management Critical issues in executive compensation Managing shareholder engagement including special considerations when dealing with activist shareholders Judy L. Brown, Executive Vice President and Chief Financial Officer, Perrigo Company, Allegan, Michigan Susan M. Crown, Chairman and Founder, SCE, Kimberly K. Rubel, Drinker Biddle & Reath LLP, Maria C. Green, Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc., Glenview, Illinois 10 10:15 a.m. Break 10:15 11:15 a.m. Cyber Response: Preparing In-House Counsel for the Inevitable Hack Thinking in terms of cyber consequences Bolstering the most vulnerable areas Critical questions to ask IT departments Reaching out to law enforcement in the event of a data breach Contingency plans, post-breach procedures, critical disclosure issues and more Eric Brelsford, Special Agent, FBI Cyber Squad, Steven Grimes, Winston & Strawn LLP, William Ridgway, Assistant United States Attorney and Deputy Chief of the National Security & Cybercrimes Section, United States Attorney s Office, John MacCarthy, Executive Vice President, Secretary and General Counsel, Nuveen Investments, Inc., 11:15 11:30 a.m. Boxed Lunch Break 11:30 a.m. 12:30 p.m. Best Practices in Law Department Management Effectively managing outside counsel Best practices in communications, budgets, and department tracking Delegating and overseeing quasi-legal processes within the company Relationship between legal and compliance Special considerations around big data and privacy Dane A. Drobny, Senior Vice President, General Counsel, and Corporate Secretary, Groupon, Inc., Deborah A. Golden, Executive Vice President, General Counsel and Corporate Secretary, GATX Corporation, David Schellhase, Strategic Adviser and former General Counsel, Groupon, Inc., 12:30 12:45 p.m. Break
12:45 2:15 p.m. Breakout Sessions: Recent Legal Trends in Companies The General Counsel Viewpoint* Explorations of the legal matters that keep corporate counsel up at night including best practices from those who have lived through them *Closed sessions; in-house counsel only Public company breakout session Suzanne S. Bettman, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, R.R. Donnelley & Sons Company, Jim Kaput, Senior Vice Corporate Secretary, Zebra Technologies Corporation, Lincolnshire, Illinois Susan L. Lees, Executive Vice President, General Counsel and Secretary, Allstate Insurance Company, Northbrook, Illinois Thomas E. O Neill, Executive Vice President, General Counsel and Chief Administrative Officer, TreeHouse Foods, Inc., Oak Brook, Illinois Private company breakout session Victoria L. Donati, General Counsel and Corporate Secretary, Crate & Barrel Holdings Inc., Northbrook, Illinois Eric A. Reeves, Vice President and General Counsel, The Duchossois Group, Inc., Elmhurst, Illinois Jon Wasserman, Chief Legal Officer and Managing Director, Equity Group Investments, Nicholas L. Giampietro, Executive Vice President, Chief Legal Officer and Corporate Secretary, Reyes Holdings, LLC, Rosemont, Illinois 2:15 p.m. Program Concludes PLANNING COMMITTEE chair Robert N. Sacks, Executive Vice Secretary, SP Plus Corporation vice chair Maria C. Green, Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc. members Suzanne S. Bettman, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, R.R. Donnelley & Sons Company Juliann Cecchi, Assistant Dean, External Partnerships, Northwestern University School of Law Adam Cooper, Chief Legal Officer, Citadel LLC Stanley L. Ferguson, Executive Vice President and General Counsel, USG Corporation D. Cameron Findlay, Senior Vice Secretary, Archer Daniels Midland Company* Nicholas L. Giampietro, Executive Vice President, Chief Legal Officer and Corporate Secretary, Reyes Holdings, LLC* Michael P. Going, Senior Vice President and General Counsel, CNH Industrial America LLC Deborah A. Golden, Executive Vice President, General Counsel and Corporate Secretary, GATX Corporation* Gail D. Hasbrouck, Senior Vice Corporate Secretary, Advocate Health Care Network* Carrie J. Hightman, Executive Vice President and Chief Legal Officer, NiSource Inc. John L. Howard, Senior Vice President and General Counsel, W.W. Grainger, Inc.* Jim Kaput, Senior Vice President, General Counsel and Corporate Secretary, Zebra Technologies Corporation Christine A. Leahy, Senior Vice President, General Counsel and Corporate Secretary, CDW Corporation Susan L. Lees, Executive Vice Secretary, Allstate Insurance Company Susan R. Lichtenstein, Senior Vice President, Corporate Affairs and Chief Legal Officer, Hill-Rom Holdings, Inc. Michael D. Lurie, Senior Vice President, General Counsel, Constellation Brands, Inc. John MacCarthy, Executive Vice Secretary, Nuveen Investments, Inc. Thomas E. O Neill, Executive Vice Chief Administrative Officer, TreeHouse Foods, Inc. Juliette Pryor, Executive Vice Chief Compliance Officer, US Foods, Inc. Diane Ratekin, Executive Vice President and General Counsel, Huron Consulting Group Eric A. Reeves, Vice President and General Counsel, The Duchossois Group, Inc. David S. Ruder, William W. Gurley Memorial Professor of Law Emeritus, Northwestern University School of Law Thomas J. Sabatino Jr., Executive Vice Corporate Secretary, Walgreen Co. Gloria Santona, Executive Vice Secretary, McDonald s Corporation* David Schellhase, Strategic Adviser and former General Counsel, Groupon, Inc. Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners LLC Jon Wasserman, Chief Legal Officer and Managing Director, Equity Group Investments planning director Steven E. Lindee, Director, Partnership Initiatives, Northwestern University School of Law *Indicates Past Chair
REGISTRATION Register online at www.law.northwestern.edu/cci click Register Online. Registrations must be made in advance. On-site registration is only available as space permits and requires an additional $100 fee. Registration is for both days of the program for one individual. Shared registration is not available. For information about group discounts, please request information about our Affiliate Program. If you have any questions about the registration process or would prefer to register by fax or mail, please contact us at 312-503-8932 or professional-ed@law.northwestern.edu. If you have not received an e-mail confirmation prior to the start of the program, you are not considered registered. Please contact our office to verify. INFORMATION New Location All sessions will take place at the Northwestern Memorial Hospital Conference Center, located on the third floor of Prentice Women s Hospital, 250 East Superior Street, (312-926-2000). This new location is just a few blocks from the Law School where recent Institutes have been held. Registration will take place in the third floor common area, and the plenary session room is Conference Room L. Parking is available at 222 East Huron Street and 321 East Erie Street. Tuition Regular tuition for in-house counsel is $990 per person. Regular tuition for firm attorneys or service providers is $1,350 per person. Early bird discounted price for in-house counsel is $900 per person through September 5, and $1,200 per person for firm attorneys or service providers through September 5. Tuition includes all sessions (with the exception of the final breakout session, which is reserved for in-house counsel only), continental breakfasts, lunches, coffee breaks, a reception, and extensive program materials. Course Materials For registered participants, course materials will be available for download approximately one week prior to the event. Registrants will also receive a set of course materials on CD-ROM or USB drive upon check-in. Registrants and non-registrants may purchase additional copies of the materials for $100. You may bring your laptop to the program power strips and WiFi will be available in the plenary sessions. Cancellation Policy Full-tuition refunds will be made for all written cancellations received by September 18. A $250 administrative fee will be deducted from refunds on written cancellations received after September 18. No refunds will be given for cancellations made after September 25. Special Hotel Rates Registrants for the Corporate Counsel Institute are entitled to a special hotel rate at The Westin Michigan Avenue, 909 North Michigan Avenue, (888-627-8385), which is only a short walk from Prentice Women s Hospital. Subject to availability, the rate is $194 (plus tax) for a single or double room booked by September 17. Be sure to identify yourself as a Northwestern Law Corporate Counsel Institute participant. Continuing Legal Education Credit The Corporate Counsel Institute is recognized for mandatory continuing legal education credit in most states. Northwestern Law is an accredited CLE provider in the state of Illinois. Estimated credit hours are 10.5 including 1.0 for ethics for states with a 60-minute credit hour, or 12.6 including 1.2 for ethics for those with a 50-minute credit hour. Questions about MCLE should be directed to the Office of Professional and Continuing Legal Education at 312-503-8932. Affiliate Program We are pleased to thank our 2014 Affiliates as of July 29: DLA Piper LLP (US), Katten Muchin Rosenman LLP, Latham & Watkins LLP, Mayer Brown LLP, and Sidley Austin LLP. Affiliates of the Corporate Counsel Institute are law firms and corporations that wish to better understand the issues impacting business today in a shared educational experience with colleagues, clients, and friends. This package includes discounted registrations and marketing benefits. For more information including remaining opportunities, please contact Peter Skrabacz at peter.skrabacz@law.northwestern.edu.
Northwestern University School of Law Professional and Continuing Legal Education 375 East Avenue, Illinois 60611 3069 53rd Annual CORPORATE COUNSEL INSTITUTE October 2 3, 2014, Illinois www.law.northwestern.edu/cci Find us on 2014 Northwestern University. All rights reserved. Northwestern University reserves the right to change without notice any statement in this brochure concerning, but not limited to, rules, policies, tuition, fees, curriculum, and courses. Northwestern University is an equal opportunity, affirmative action educator and employer. Nonprofit Organization U.S. Postage PAID Permit No. 9937, IL 60611