Schedule - Chicago

51st Annual Corporate Counsel Institute

October 4 – 5, 2012 • Chicago

New Location for 2012: All sessions will take place in Wieboldt Hall, Room 147, 339 East Chicago Avenue, Chicago. Session times are subject to change.


Thursday, October 4, 2012

7:45 a.m.
Registration and 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
Deborah A. Golden, Institute Chair, Executive Vice President, General Counsel and Secretary, GATX Corporation, Chicago

8:45–9:45 a.m.
A New Era of Shareholder Activism

  • Ongoing investor outreach efforts
  • Strategies to overcome negative advisory firm recommendations
  • Managing activist investors
  • Say–on–pay, proxy access, and other critical proxy issues

Panelists
Suzanne S. Bettman, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, R.R. Donnelley & Sons Company, Chicago
Mark D. Gerstein, Latham & Watkins LLP, Chicago
William Ultan, Senior Managing Director – Corporate Governance, Morrow & Co., LLC, Stamford, Connecticut

9:45–10:45 a.m.
The General Counsel's Evolving Role in Managing Sensitive Issues with the Board

  • Preparing for and managing a crisis
  • Navigating through bet–the–company litigation, government investigations, and enforcement actions
  • Investigating a board member, CEO, or other senior executive
  • Succession planning and emergency succession

Panelists
Paul L. Choi, Sidley Austin LLP, Chicago
Keith J. Nelsen, Executive Vice President and General Counsel, Best Buy Co., Inc., Minneapolis
Keyna Skeffington, Vice President and Deputy General Counsel, Medtronic, Inc., Minneapolis

10:45–11 a.m.
Break

11 a.m.–Noon
Regulatory Policy in the Upcoming Administration: The Potential Impact on Corporations and Their Legal Advisors

Speaker
John O. McGinnis, George C. Dix Professor in Constitutional Law, Northwestern University School of Law, Chicago

Moderator
Deborah A. Golden

Noon–1 p.m.
Lunch (provided)


Navigating the Legal Challenges of a Global Marketplace

1–1:45 p.m.
Starting Out – Tips for Steering Initial International Operations

  • What structure, JV, etc.?
  • Due diligence of prospective employees and business partners
  • Dealing with foreign regulators
  • Is your compliance program good enough?

Panelists
John MacCarthy, Executive Vice President, General Counsel and Secretary, Nuveen Investments, Chicago
Henry N. Nassau, Dechert LLP, Philadelphia
Rodney J. Lawrence, KPMG LLP, Chicago

1:45–2:45 p.m.
Managing the Challenges of Cross–Border Transactions

Panelists
H. Carol Bernstein, Vice President, General Counsel and Secretary, Cabot Microelectronics Corporation, Aurora, Illinois
Matthew D. Costigan, Winston & Strawn LLP, Chicago
Maria C. Green, Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc., Glenview, Illinois

2:45–3 p.m.
Break

3–4 p.m.
Global Regulatory Issues

  • Anti–corruption (FCPA and U.K. anti–bribery)
  • Global trade compliance
  • Competition concerns
  • Data migration and privacy concerns

Panelists
Philip Favro, e–Discovery Attorney, Symantec Corporation, Mountain View, California
Elizabeth M. Hein, Alston & Bird LLP, Washington, D.C.
Jim L. Kaput, Senior Vice President, General Counsel and Secretary, Zebra Technologies Corporation, Lincolnshire, Illinois

4–5 p.m.
International Dispute Resolution

  • Finding the right lawyer in foreign countries
  • Trends in litigation
  • Challenges regarding international commercial arbitrations

Panelists
Alvaro Ivan Cala Carrizosa, Brigard & Urrutia, Bogota, Colombia
Carl B. Cheng, Zhong Lun Law Firm, Shanghai, China
John L. Howard, Senior Vice President and General Counsel, W.W. Grainger, Inc., Lake Forest, Ilinois
Herman L. Kaemingk, Loyens & Loeff N.V., Amsterdam, The Netherlands
Richard F. Ziegler, Jenner & Block LLP, New York City

5 p.m.

Reception


Friday, October 5, 2012

8–9 a.m.
Optional Breakfast Roundtable Discussions: Sponsored Events, Limited Seating – Separate Registration Required

Everyone's Into Computers, Who's Into Yours? Determining the Risk and Mitigating the Damage and Liability

Speaker
William J. Cook, McGuireWoods LLP, Chicago

What Every General Counsel Should Know About e–Discovery

Speakers
Thomas A. Finke, General Manager, Axiom Law, Chicago
Anupam Razdan, Subject Matter Expert, Axiom Managed Discovery, Chicago


8:30 a.m.
Continental Breakfast

9–10 a.m.
M&A with Capital Markets Update

  • Acquisition financing
  • Sale auction process issues
  • Dealing with financing and regulatory closing risks
  • Trends in post-closing risk allocation

Panelists
Kirk A. Radke, Kirkland & Ellis LLP, New York City
Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC, Chicago

10–11 a.m.
Securities Law Developments

  • The effect of the JOBS Act on public and private offerings
  • Recent SEC rulemaking and interpretive announcements
  • Trends in public company disclosure

Panelists
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.
William L. Tolbert Jr., Jenner & Block LLP, Washington, D.C.
Gregory Vogelsperger, Chief Counsel – Securities, Finance & Governance, The Boeing Company, Chicago

11–11:15 a.m.
Break

11:15 a.m.–12:15 p.m.
Current Developments: Employment Law and Labor Relations

  • Social media: business goals vs. legal pitfalls
  • EEOC, NLRB and DOL update
  • Hot issues in wage and hour law
  • Class actions after Wal–Mart and Concepcion

Panelists
Dana Deane, Division Counsel, Abbott Laboratories, Abbott Park, Illinois
Brett G. Rawitz, Managing Counsel, Global Labor and Employment Law, McDonald's Corporation, Oak Brook, Ilinois
Joseph E. Tilson, Meckler Bulger Tilson Marick & Pearson LLP, Chicago

12:15–12:30 p.m.
Box Lunch Break

12:30–1:30 p.m.
Diversity, Inclusion and Ethical Responsibility for the In–House Lawyer
(Professional Responsibility/Ethics Credit)

Speaker
Arin N. Reeves, Nextions LLC, Chicago

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

1:30–2:30 p.m.
Tips for Challenging Situations – General Counsel Perspectives
A discussion by General Counsel of common and uncommon challenges faced law departments large and small.

Panelists
Juliette Pryor, Executive Vice President, General Counsel and Chief Compliance Officer, US Foods, Rosemont, Illinois
Thomas J. Sabatino Jr., Executive Vice President, General Counsel and Corporate Secretary, Walgreen Co., Deerfield, Illinois
Robert N. Sacks, Executive Vice President, General Counsel and Secretary, Standard Parking Corporation, Chicago

2:30 p.m.

Program Concludes