Schedule - Chicago

53rd Annual Corporate Counsel Institute
October 2 – 3, 2014 • Chicago

**NEW LOCATION**
All sessions will take place on the third floor of Prentice Women's Hospital, 250 East Superior Street, Chicago, Illinois. Please see our Information page for more details.

Session times are subject to change.

Thursday, October 2, 2014

7:45 a.m.
Registration, Continental Breakfast

8:30–8:45 a.m.
Welcome and Overview

Daniel B. Rodriguez, Dean and Harold Washington Professor, Northwestern University School of Law, Chicago
Robert N. Sacks, Institute Chair, Executive Vice President, General Counsel and Secretary, SP Plus Corporation, Chicago

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

EEOC 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

Panelists
Julie R. Domike, Haynes and Boone, LLP, Washington, D.C.
John H. Mathias Jr., Jenner & Block LLP, Chicago
Mary Jane Saunders, General Counsel, Beer Institute, Washington, D.C.
Stephanie G. Wheeler, Sullivan & Cromwell LLP, New York City

Moderator
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

Panelists
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 and Securities, Tyson Foods, Inc., Chicago

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, Chicago
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, Chicago

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

Panelists
Mark R. Grossmann, Katten Muchin Rosenman LLP, Chicago/New York City
Pran Jha, Sidley Austin LLP, Chicago
David M. Schiffman, Sidley Austin LLP, Chicago

Moderator
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

Panelists
Bradley C. Faris, Latham & Watkins LLP, Chicago
Jodi A. Simala, Mayer Brown LLP, Chicago
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

Panelists
Carrie Di Santo, Managing Director and Global Chief Compliance Officer, CME Group Inc., Chicago
Warren Lupel, Much Shelist, P.C., Chicago

Moderator
Susan R. Lichtenstein, Senior Vice President, Corporate Affairs and Chief Legal Officer, Hill–Rom Holdings, Inc., Chicago

5 p.m.

Reception – sponsored by

Winston & Strawn LLP


Friday, October 3, 2014

8 a.m.
Continental Breakfast

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

Panelists
Judy L. Brown, Executive Vice President and Chief Financial Officer, Perrigo Company, Allegan, Michigan
Susan M. Crown, Chairman and Founder, SCE, Chicago
Kimberly K. Rubel, Drinker Biddle & Reath LLP, Chicago

Moderator
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

Panelists
Eric Brelsford, Special Agent, FBI Cyber Squad, Chicago
Steven Grimes, Winston & Strawn LLP, Chicago
William Ridgway, Assistant United States Attorney and Deputy Chief of the National Security & Cybercrimes Section, United States Attorney's Office, Chicago

Moderator
John L. MacCarthy, Executive Vice President, Secretary and General Counsel, Nuveen Investments, Inc., Chicago

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

Panelists
Dane A. Drobny, Senior Vice President, General Counsel, and Corporate Secretary, Groupon, Inc., Chicago
Deborah A. Golden, Executive Vice President, General Counsel and Corporate Secretary, GATX Corporation, Chicago

Moderator
David Schellhase, Strategic Adviser and former General Counsel, Groupon, Inc., Chicago

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. Separate registration required.

Public Company Breakout Session

Panelists
Suzanne S. Bettman, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, R.R. Donnelly & Sons Company, Chicago
Jim Kaput, Senior Vice President, General Counsel and Secretary, Zebra Technologies Corporation, Lincolnshire, Illinois
Susan L. Lees, Executive Vice President, General Counsel and Secretary, Allstate Insurance Company, Northbrook, Illinois

Moderator
Thomas E. O'Neill, Executive Vice President, General Counsel and Chief Administrative Officer, TreeHouse Foods, Inc., Oak Brook, Illinois

Private Company Breakout Session

Panelists
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, Chicago

Moderator
Nicholas L. Giampietro, Executive Vice President, Chief Legal Officer and Corporate Secretary, Reyes Holdings, LLC, Rosemont, Illinois

2:15 p.m.

Program Concludes