Getting It Right: In-House Counsel Ethics Issues
Speakers: James L. Altman, Vice President and Deputy General Counsel, Xcel Energy Inc.; Richard W. Painter, S. Walter Richey Professor of Corporate Law, University of Minnesota Law School; and Kenneth L. Jorgensen, Dorsey & Whitney LLP
Description: Practical and real-life-based hypotheticals will serve as the basis for an examination of ethical issues, including use of pretexting in investigations, privacy of employee email, corporate Miranda warnings, and whistleblower-versus-client confidentiality rights. The audience will again have the opportunity to test their ability to "get it right" through interactive voting technology. After tallying the results, our panel will analyze not only the correct but also the "not so correct" answers to help clarify the issues.
Resources: Download full set of session materials
Patent Trolls: How To Avoid Being Gobbled Up
Speakers: Renee L. Jackson, Vice President and General Counsel, The Dolan Company; Paul B. Klaas, Peter M. Lancaster and J. Thomas Vitt, Dorsey & Whitney LLP
Description: Patent "trolls" have been coming out from under bridges, buying up patents, seeking injunctions, demanding royalties and disrupting businesses for some years now. The U.S. Supreme Court’s Bilski and eBay decisions may have given businesses some weapons to fight back, but the U.S. Court of Appeals for the Federal Circuit has recently helped create another monster. This one lies in wait, watching for "false marking" of products with inaccurate or expired patent numbers, then sues the manufacturers and sellers, claiming lucre beyond avarice. Experienced troll fighters discuss the latest legal developments, share their experiences and offer tips on how to avoid being gobbled up.
Resources: Download full set of session materials
Say “Aah!”—Examining the Future of the Health Care Industry
Speakers: Elizabeth Truesdell Smith, General Counsel, Allina Hospitals & Clinics; Mitchell E. Zamoff, Executive Vice President and General Counsel, UnitedHealth Group Incorporated; Ross C. D'Emanuele and Paul M. Torgerson, Dorsey & Whitney LLP
Description: Major health care reform legislation enacted in 2010 will test the ability of the health care industry to adapt to reimbursement cuts, new areas of regulation, attempts to restructure the way health care services are structured and delivered, and millions of new insured customers, among other changes. Experienced health care practitioners join general counsel from top insurance and provider companies to discuss how their organizations are operating, and what they are focused on, in a period of uncertainty about the success of reform.
Resources: Download full set of session materials
Turning on Its Access: The World of Governance in 2011 and Beyond
Speakers: Patrick S. McGurn, Special Counsel, ISS; Dannette L. Smith, Secretary to the Board of Directors and Deputy General Counsel, UnitedHealth Group Incorporated; Jay L. Swanson and Bryn R. Vaaler, Dorsey & Whitney LLP
Description: Dodd-Frank has set the stage for proxy access, "say-on-pay" and golden parachute votes, clawback policies, more compensation disclosure in the proxy statement and less discretionary voting of street name shares. As SEC rules are put in place implementing these measures, the 2011 proxy season will usher in a new era of shareholder empowerment. A panel of proxy and governance veterans discuss what to expect from shareholder activists in the coming year and what public companies should be doing now to anticipate the challenges of this new world of governance and proxy regulation.
Resources: Download full set of session materials
- Governance in 2011 and Beyond PowerPoint
- Dodd-Frank Wall Street Reform and Consumer Protection Act—Corporate Governance Provisions, Dorsey & Whitney LLP (July 21, 2010)
- SEC Adopts Shareholder Proxy Access Rules, Dorsey & Whitney LLP (August 30, 2010)
- SEC Stays Effectiveness of Proxy Access, Dorsey & Whitney LLP (October 5, 2010)
- SEC Proposes Say-on-Pay and Golden Parachute Rules, Dorsey & Whitney LLP (October 22, 2010)
Global Bribery Risks: Complying with the FCPA and Other Anti-Bribery Laws
Speakers: Marschall I. Smith, Senior Vice President Legal Affairs and General Counsel, 3M Company; Juan C. Basombrio, C. Christopher Bercaw, Nelson G. Dong, Tim Maloney and William Michael, Jr., Dorsey & Whitney LLP
Description: Since the enactment of the Foreign Corrupt Practices Act in 1977, anti-bribery legislation and enforcement have intensified around the world. Today, the stakes for multinational businesses have never been higher—damaged reputations, huge fines, disgorgement of profits, extraterritorial jurisdiction, criminal prosecutions, whistleblower protections, loss of government contracts, appointment of special monitors and enormous investigation and defense costs. An experienced panel will review anti-bribery law and best practices for compliance and risk management in Europe, the Middle East, Latin America, Asia and the United States.
Resources: Download full set of session materials
- Lay-Person’s Guide to Foreign Corrupt Practices Act: Antibribery Provisions, The United States Department of Justice
- Consultation on Guidance About Commercial Organisations Preventing Bribery, Ministry of Justice (2010)
- Foreign Corrupt Practices Act Opinion Procedure, The United States Department of Justice
- DOJ Release: DPC (Tianjin) Ltd. Charged With Violating The Foreign Corrupt Practices Act (May 20, 2005)
- DOJ Release: Former Senior Officer of Schnitzer Steel Industries Inc. Subsidiary Pleads Guilty to Foreign Bribes (June 29, 2007)
- DOJ Release: Lucent Technologies Inc. Agrees to Pay $1 Million Fine to Resolve FCPA Allegations (December 21, 2007)
- DOJ Release: Siemens AG and Three Subsidiaries Plead Guilty to Foreign Corrupt Practices Act Violations and Agree to Pay $450 Million in Combined Criminal Fines (December 15, 2008)
- DOJ Release: UTStarcom Inc. Agrees to Pay $1.5 Million Penalty for Acts of Foreign Bribery in China (December 31, 2009)
- SEC Release: SEC Charges California Telecommunications Company With FCPA Violations (June 29, 2010)
Spontaneous Reaction: New Formulas for Chemical Regulation
Speakers: Steven M. Christenson, Global Regulatory Affairs Vice President and Associate General Counsel, Ecolab Inc.; Thomas DiPasquale, Assistant General Counsel, 3M Company; B. Andrew Brown, Robert E. Cattanach and Kathryn Kusske Floyd, Dorsey & Whitney LLP
Description: Scientific, technological and legal changes are causing European and U.S. policy makers to reexamine chemical regulation. Scientific developments enable regulators to predict more precisely the effect of exposure to chemical substances. Emerging technologies, including biotechnology and nanotechnology, are bringing to market many new "chemical substances." In Washington, Congress and EPA are considering the first major reforms of the federal Toxic Substances and Control Act in over 30 years. And, frustrated with the lack of federal action, many state and local governments are moving forward with ambitious new programs both to regulate chemicals and promote "green chemistry." A panel of experienced regulatory lawyers discuss the changing mix of chemical regulation in Europe, Washington and St. Paul.
Resources: Download full set of session materials
- Formulas for Chemical Regulation PowerPoint
- Basics of Chemical Regulation, Steven M. Christenson, Ecolab Inc. (October 2010)
- Minnesota Chemical Regulation Project, Phase I Final Report [selected pages only] (September 2010)
- Periodic Reporting of Hazard Data, Exposure Information on Existing Chemicals, BNA, Inc. (April 14, 2010)
- Fundamental Changes Could Be in Store for Regulation of Commercial Chemicals, BNA, Inc. (October 12, 2009)
- Toward a New US Chemicals Policy: Rebuilding the Foundation to Advance New Science, Green Chemistry, and Environmental Health, Environmental Health Perspectives (August 2009)
- Toxic Free Kids Act – Interim Report to the Legislature, Minnesota Department of Health and Minnesota Pollution Control Agency (January 15, 2010)
- Essential Principles for Reform of Chemicals Management Legislation, U.S. Environmental Protection Agency (April 28, 2010)
Regulatory Reform School: The Dodd-Frank Wall Street Reform and Consumer Protection Act
Speakers: James L. Chosy, General Counsel and Secretary, Piper Jaffray Companies; Lee R. Mitau, Executive Vice President, General Counsel and Corporate Secretary, U.S. Bancorp; L. Joseph Genereux, Jay Kim and Bruce A. MacKenzie, Dorsey & Whitney LLP
Description: The government promised financial reform, protections and stability. A panel with deep experience in the financial services industry gives the new legislation a tough examination and an initial report card.
Resources: Download full set of session materials
- Regulatory Reform PowerPoint
- Dodd-Frank Wall Street Reform and Consumer Protection Act — An Overview, Dorsey & Whitney LLP (July 22, 2010)
M&A at the Inception: A Return to Business as Usual, or Just a Really Good Dream?
Speakers: Jeffrey D. Pflaum, Vice President, General Counsel and Secretary, ADC Telecommunications, Inc.; Christopher J. Walsh, Executive Vice President and General Counsel, UnitedHealth Group Incorporated; Peter W. Carter and Robert A. Rosenbaum, Dorsey & Whitney LLP
Description: 2010 has seen an upswing in M&A transactions and in related litigation. Enter the minds of experienced deal lawyers and shareholder class-action litigators as they explore the multiple layers of recent transactional developments in both the public and private sectors of the middle market and share their thoughts about handling shareholder strike suits and other M&A litigation. You will leave with new ideas and lasting memories implanted from the world of M&A in 2010!
Resources: Download full set of session materials
Look to the Left, Look to the Right—It’s Coming from Both Directions!
Speakers: Paul Bae, Senior Vice President, Administration and General Counsel, St. Jude Medical, S.C. Inc.; Debra Berns, Senior Deputy General Counsel, Employment & Benefits, UnitedHealth Group Incorporated; Meg Taylor, Assistant General Counsel, Delta Air Lines, Inc.; Joseph W. Hammell and Melissa Raphan, Dorsey & Whitney LLP
Description: Navigating the heavy traffic of labor and employment issues is never easy. From staying ahead of the never-ending changes in the law, to avoiding “wage and hour” potholes, independent contractor misclassification blow-outs and class action “pile ups,” it’s a white-knuckled, fast-paced ride. Fasten your seatbelts, as this experienced panel offers ways to survive the employment and labor rush hour with practical insights and common sense solutions.
Resources: Download full set of session materials