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10 Big FCPA Compliance Tips for Small Legal Departments | Law.com

June 28, 2011 By Leave a Comment

Earlier this month, the Association of Corporate Counsel published a resource for its members, “Top Ten Basics of Foreign Corrupt Practices Act Compliance for the Small Legal Department.”

The article, written by California attorney Stephen Clayton, maps out baseline standards for hewing to the FCPA, including “Train your board, management, employees and third parties who distribute your products” (#5); “Include clear FCPA terms in every international contract” (#10); and “Plan for the likelihood you will have to conduct high quality international internal investigations.”

The full list helps outline a clear framework for smaller companies (and their legal departments) that are working in complex or high-risk international business environments.

via 10 Big FCPA Compliance Tips for Small Legal Departments.

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War of the Worlds: Corporate Governance Standards Collide

May 19, 2011 By Leave a Comment

(Business Law Currents) Conflicting corporate governance standards cause strife for issuers as the discrepancies between domestic and international norms clash over issues like political donations and short notice periods.

Few companies would argue that the highest standards of corporate governance are unimportant, but differences between international governance standards can present challenges for companies, as demonstrated by recent UK annual general meeting (AGM) disputes with interfering foreign investors.

Hammerson plc, the European property company, was among those that recently faced public humiliation at the hands of investors when a minority Canadian shareholder operating under North American assumptions chose to reject a resolution that would be considered standard practice in the UK.

Kicking out a proposal to reduce the notice period for Extraordinary General Meetings, the case presents a perplexing conundrum for companies who will now have to decide whose corporate governance standards to apply.

via War of the Worlds: Corporate Governance Standards Collide.

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Corporate Governance Watch: Chinese Tech Gets Serious on Conduct

March 14, 2011 By Leave a Comment

(Westlaw Business) Taking a cue from a growing insider trading probe that is sweeping the United States, one U.S.-listed Chinese company recently published some firm words for its employees.

Earlier this month, FusionTech adopted a code of conduct applicable to its employees, officers and directors. The code covers various governance matters including confidentiality, candid conduct, disclosure and fair dealing.

Through the new company rules, FusionTech tackles a number of sore spots for cross-border businesses, including FCPA compliance, confidentiality obligations and inside information.

On the acceptance of gifts and gratitude, FusionTech has adopted a somewhat flexible policy. According to a copy of the code filed with U.S. securities regulators, FusionTech employees, officers and directors generally “should not accept” things of value from third parties in connection with business dealings. Meals, refreshments, travel arrangements and entertainment of “reasonable value” are, however, acceptable for business discussions or to “foster better business relations.” Gifts of cash are expressly prohibited in the rules.

via Corporate Governance Watch: Chinese Tech Gets Serious on Conduct.

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Bringing eDiscovery In-house: What Corporate Counsel Want

January 19, 2011 By Leave a Comment

That’s riiiiiiiiiiiight, in-house lawyers, get ready for another huge work pile to fall in your lap!

It seems that 2011 is the year for “bringing more work in-house” — which inevitably means more work dumped on in-house counsel.

The modern corporate counsel had better be ready.

EDD Blog Online writes in an interesting recent post that a large portion of eDiscovery technology and services will likely move in-house in 2011.

Corporate counsel have historically worked with outside counsel, litigation technology consulting groups, litigation service providers and computer forensic companies to get this work done.

EDD Blog speculates that the reasoning behind the old-school “outsourcing” method was a byproduct of the days when litigation required thousands and thousands of documents to be reviewed, scanned and digitized. In “the old days,” this was always been done by third parties.

Well, not anymore, in-house lawyers — and it’s time to get ready to take on this mess!

The post goes on to discuss many other problems and changes including:

  • Practicing Law, Not Technology
  • Cost
  • Technology
  • Cooperation and Collaboration

via Bringing eDiscovery In-house: What Corporate Counsel Want.

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Litigation in Mergers and Acquisitions — The Harvard Law School Forum on Corporate Governance and Financial Regulation

December 24, 2010 By Leave a Comment

Litigation is often triggered by the announcement of a merger or acquisition (M&A) proposal. Using hand-collected data, we document the types of suits triggered by M&A offers, the factors that influence whether offers are targeted by litigation, the impact of M&A lawsuits on offer outcomes (offer completion rates and takeover premium in completed deals), and the factors that influence whether these cases settle for positive monetary damages.

We find that about 12% of M&A offers announced in our sample period, 1999-2000, lead to litigation. Shareholder lawsuits form the vast majority of all lawsuits. We document that (a) federal court lawsuits, though far fewer than state court lawsuits, attract a significantly higher proportion of bidder and target initiated litigation than state courts; (b) bidder and target lawsuits have significantly lower rates of settlements than other types of lawsuits, and deals involving target lawsuits have lower completion rates, but higher takeover premiums if completed. Target managers typically want to either kill the deal as originally proposed or obtain a higher premium, which will lead to both a lower completion rate and a higher average premium in completed deals; and (c) Offer completion rates are the highest for controlling shareholder squeeze-out offers relative to other M&A offer types. This is not surprising given that a controlling shareholder can unilaterally insure that a deal is completed, simply by having a target board of directors propose a merger transaction and then voting its controlling share interest in favor of the transaction.

via Litigation in Mergers and Acquisitions — The Harvard Law School Forum on Corporate Governance and Financial Regulation.

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Law conference will address relationship of eDiscovery and social media

October 29, 2010 By Leave a Comment

Corporate Counsel magazine’s upcoming Social Media: Risks and Rewards conference will touch on the latest threats and increasing legal perils associated with the rapid growth and evolution of social media, including how it pertains to eDiscovery.

Among this year’s topics, eDiscovery is identified as an emerging issue when it comes to social media. Specifically, “the lawyer’s new nightmare: eDiscovery and social media” will be a featured discussion section.

“Social media has blurred the lines completely between work and private life. Among other things, it’s made legal departments totally re-evaluate what is important in terms of discovery in the employment sphere,” said Corporate Counsel Editor-in-Chief Anthony Paonita.

via Law conference will address relationship of eDiscovery and social media.

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Law conference will address relationship of eDiscovery and social media

October 29, 2010 By Leave a Comment

Corporate Counsel magazine’s upcoming Social Media: Risks and Rewards conference will touch on the latest threats and increasing legal perils associated with the rapid growth and evolution of social media, including how it pertains to eDiscovery.

Among this year’s topics, eDiscovery is identified as an emerging issue when it comes to social media. Specifically, “the lawyer’s new nightmare: eDiscovery and social media” will be a featured discussion section.

“Social media has blurred the lines completely between work and private life. Among other things, it’s made legal departments totally re-evaluate what is important in terms of discovery in the employment sphere,” said Corporate Counsel Editor-in-Chief Anthony Paonita.

via Law conference will address relationship of eDiscovery and social media.

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American Lawyer and Corporate Counsel Litigation 2010 Special Report: Probing the Mysteries of e-Discovery and Electronically Stored Data | Business Wire

October 23, 2010 By Leave a Comment

The American Lawyer and Corporate Counsel Litigation 2010 special report looks at the thorny issues of e-discovery and electronic data, including recent and inconsistent e-discovery rulings, an account of the Qualcomm lawyers who failed to discover 200,000 electronic pages, and emerging law firm strategies for delivering combined technical and legal expertise. Copies of Litigation 2010 will be available with the November issue of Corporate Counsel, (October 18, 2010) and The American Lawyer (November 1, 2010) and online at www.law.com/jsp/tal/litigation_supplement_fall_2010.jsp.

“Fatal Discovery,” tracks the fate of six Qualcomm lawyers sanctioned for an egregious discovery lapse during the Qualcomm-Broadcom patent fight, after a post-trial search yielded over 200,000 elusive electronic pages. Joseph Rosenblum examines the events leading up to their sanction and final exoneration.

“Should You Friend the Judge?” by Terry Baynes looks at the obstacles of social media in discovery battles, and one judge’s innovative solution when the Federal Stored Communications Act barred a civil subpoena of Facebook. The judge offered to friend the witnesses.

In “Developments,” reporter Victor Li examines the split between federal district judges Shira Scheindlin and Lee Rosenthal, the godmothers of e-discovery. The judges have been shaping the ground rules for e-discovery but are deeply divided when it comes to putting these rules into practice. Scheindlin takes a much tougher line on lawyers who fail to meet e-discovery obligations, while Rosenthal holds that the judicial response to loss of documents should be commensurate with the impact of the loss and whether attorneys acted in bad faith.

In “Who You Gonna Call?” assistant editor Irene Plagianos, looks at the different strategies adopted by law firms to build capacity in an emerging, highly competitive practice area.

via American Lawyer and Corporate Counsel Litigation 2010 Special Report: Probing the Mysteries of e-Discovery and Electronically Stored Data | Business Wire.

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Process Makes Perfect: Some Guidance on Mastering Early Case Assessment | Corporate Counsel

October 21, 2010 By Leave a Comment

A LexisNexis online survey conducted between Jan. 28, 2007, and Feb. 23, 2007, by Cogent asked 341 practicing litigators at mid-sized (20-75 attorneys) and large (76+ attorneys) law firms across the U.S. a series of 40 questions about their early case assessment and analysis practices, the perceived value of those practices and outcomes they ascribe to early case assessment and analysis. Based on their answers, we can report that the benefits of early case assessment include:

  • Successful outcomes — attorneys responded that, on average, performing early case assessment results in a favorable outcome in 76 percent of cases
  • Strategic planning — 87 percent of respondents said early case assessment is beneficial for determining the best way to proceed with a case
  • Reducing expenses — conducting early case assessment enables attorneys to reduce the litigation expenses in 50 percent of their cases on average
  • Managing budgets — More than half of attorneys surveyed (57 percent) find early case assessment assists in their ability to prepare a more accurate litigation budget

Savvy litigators shouldn’t be put off by the misconception that ECA is all about electronic evidence or that they need some clairvoyant ECA software. ECA is a human process. It is litigation fact-research of the most traditional kind, and for all but a small portion of the work related to Electrically Stored Information (ESI), it is a paper process.

via Process Makes Perfect: Some Guidance on Mastering Early Case Assessment.

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Why Corporate Communicators are Failing Social Media http://bit.ly/dyHxzY #ediscovery

October 12, 2010 By Leave a Comment

Why Corporate Communicators are Failing Social Media http://bit.ly/dyHxzY #ediscovery

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