Presentation materials for Dorsey’s Minneapolis Corporate Counsel Symposium sessions are posted on this page.

Multiple Choice: Picking the Right Path Through In-House Ethical Issues

Holly S.A. Eng, Vice President & North American General Counsel, Global Law, Cargill, Incorporated
Christine L. Meuers, Head of Office of Global Ethics & Integrity, Wells Fargo & Company
Kenneth L. Jorgensen and Rabeha Kamaluddin, Dorsey & Whitney LLP

In-house counsel face an array of ethical pitfalls and challenges, some shared by lawyers in private practice, some not. Our panel addresses a variety of tricky real-life and hypothetical scenarios. Test your ethics acumen by responding to the questions posed through interactive voting technology. We’ll tally the results and walk you through the good, the bad and the ugly choices.

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What in the World? Striking Developments in International Trade and Business Law

James D. Southwick, Vice President, Global Government Affairs, Medtronic, Inc.
James M. Zappa, Executive Vice President and General Counsel, CHS Inc.  
C. Christopher Bercaw, Alan C. Farkas and Lawrence A. Ward, Dorsey & Whitney LLP

President Obama’s controversial loosening of sanctions against Cuba and Iran has opened new markets for American companies, while the Brexit vote in the United Kingdom and anti-trade sentiment in the United States question the very merits of international trade and globalism. A panel of international lawyers will discuss these and other developments.

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Exit Stage Left: Avoiding the Drama in an Executive Termination

Michael Droke, Edward B. Magarian and Melissa Raphan, Dorsey & Whitney LLP

Directing an executive termination from decision to departure is never easy. One misstep can expose the company and the performers to potential liability, claims of mismanagement, the glare of adverse public attention and a volley of other very rotten tomatoes. A panel of wannabe “actors” perform three realistic executive termination vignettes, each followed by discussion of step-by-step directions for staging an exit without the slings and arrows of outrageous fortune.

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Lessons from Flint: The High Cost of Burying Bad News

Bill Otteson, Deputy General Counsel – Government and Internal Investigations, UnitedHealth Group Incorporated
Ann Claire Phillips, Chief Government Investigations Counsel and Chief Risk Officer, Legal, U.S. Bank National Association
Karen B. Schommer, Deputy Criminal Chief, Major Crimes & Priority Prosecutions, U.S. Attorney’s Office – District of Minnesota
Beth Forsythe and John Marti, Dorsey & Whitney LLP

Effective corporate counsel promote a culture of prompt identification, investigation, reporting and remediation of problems. The Flint water crisis illustrates the disastrous cost of the opposite approach: 8,000 children exposed to lead, $400 million in public health costs and nine state and local employees charged with covering up evidence that could have minimized harm if timely reported. Experienced corporate counsel discuss how you can help your organization identify and respond to important issues before they turn into a crisis.

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Allegations of Misconduct: Guiding the Board Through Derivative Claims and Demands

Elizabeth C. Porter, Assistant General Counsel, St. Jude Medical, Inc.
Damon E. Schramm, Senior Vice President, General Counsel and Corporate Secretary, EVINE Live Inc.
Daniel J. Brown, Michelle S. Grant and Milo Steven Marsden, Dorsey & Whitney LLP

A shareholder sues your board alleging fiduciary breach, fraud and more. Or the board receives a shareholder demand letter. The board wants a response plan. Where do you start? What are your options? A panel of shareholder-dispute veterans discusses how to guide the board safely through derivative claims and demands and how to deal with related books-and-records requests and insurance and indemnification issues.

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N of 1: Negotiating Against What’s “Market” in M&A Transactions

Derek Devgun, Senior Legal Specialist – M&A, Medtronic, Inc.
Steven R. Fenlon, Deputy General Counsel, Securities, Transactions & International, UnitedHealth Group Incorporated
Matthew J. Knopf, Senior Vice President - Deputy General Counsel, Delta Air Lines, Inc.
Brian G. Moore and Sarah Iannacone, Dorsey & Whitney LLP

“It’s market!” is a familiar, and often convincing, refrain in negotiating key terms in M&A deals. A panel of experienced M&A hands analyzes deal study results on highly negotiated purchase agreement provisions and discusses why and when the “market” standard should not be applied or at least not be the last word.

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Ch-Ch-Ch-Changes: The Latest Challenges Facing Corporate Boards

Peter W. Carter, Executive Vice President, Chief Legal Officer and Corporate Secretary, Delta Air Lines, Inc.
James L. Chosy, Executive Vice President and General Counsel, U.S. Bancorp
Dannette L. Smith, Secretary to the Board of Directors, UnitedHealth Group Incorporated
Cam C. Hoang and Robert A. Rosenbaum, Dorsey & Whitney LLP

Perhaps the most consistent challenge facing corporate boards is managing effectively through change: change in governance priorities, regulatory requirements and the evolving landscape of enterprise risk. An all-star panel of boardroom veterans discusses proxy access 2.0, director refreshment, overhaul of the SEC disclosure regime, non-GAAP reporting, risk management and other difficulties bearing down on today’s corporate directors.

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Stay Classy! Emerging Trends in Class Action Litigation

Michael D. Socha, Litigation Counsel, Ally Financial Inc.
Sarah B. Stroebel, Deputy General Counsel and Senior Vice President, U.S. Bank National Association
J.H. Jennifer Lee, Christopher T. Shaheen and Eric Troutman, Dorsey & Whitney LLP

Class actions continue to be mired in controversy, causing uncertainty for plaintiffs and defendants alike. The U.S. Supreme Court is arbitration friendly while regulators seek to invalidate class action waivers. Expert panelists discuss what the future may hold for class action litigants in light of Spokeo, CFPB rulemaking on waivers and the continuing flood of TCPA and UDAAP lawsuits.

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Don’t Be a Lame Duck in Enforcing and Protecting Your IP

Daniel S. Goldman, Legal Counsel, Mayo Clinic
Dan E. Lee, Chief Legal Officer, General Counsel & Secretary, Caribou Coffee Company, Inc.
Elizabeth C. Buckingham, J. Michael Keyes and J. Thomas Vitt, Dorsey & Whitney LLP

Whether it’s brand protection on Twitter or infringing apps on Google Play, this panel will delve into the hottest issues involving protection and enforcement of trademarks and copyrights in a world of changing law and disruptive technologies. Learn how to get your ducks in a row for the new federal Defense of Trade Secrets Act, how not to be a sitting duck when the new E.U. General Data Protection Regulation takes effect, and much more!

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