Schedule - Chicago

50th Annual Corporate Counsel Institute

Wednesday, October 5 – Thursday, October 6, 2011 • Chicago

All sessions will take place at Northwestern University School of Law, Thorne Auditorium, 375 East Chicago Avenue, Chicago. Session times are subject to change.

Wednesday, October 5, 2011

12:15 p.m.
Registration/Check–in

1–1:15 p.m.
Welcome and Overview

David S. Ruder, Institute Founder, William W. Gurley Memorial Professor of Law Emeritus, Northwestern University School of Law, Chicago
James H. Wooten Jr., Institute Chair, Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc., Glenview, Illinois

1:15–2:30 p.m.
Approaches to Corporate Financing and Acquisitions in the Current Capital Markets

  • Financing market update; debt and equity
  • M&A market overview
  • Trends and developments in financing and M&A

Panelists
Steven J. Gavin, Winston & Strawn LLP, Chicago
Todd Kaplan, Executive Vice Chairman of Global Investment Banking, Bank of America Merrill Lynch Global Banking, Chicago
John MacCarthy, Executive Vice President, General Counsel and Secretary, Nuveen Investments, Chicago

2:30–2:45 p.m.
Break

2:45–3:45 p.m.
Ethical Considerations of the Duty of Confidentiality and Loyalty in the Whistleblower Era

Panelists
Mary A. Martin, Vice President and Associate General Counsel, USG Corporation, Chicago
Wendy Muchman, Chief of Litigation and Professional Education, ARDC of Illinois, Chicago
Thomas E. O'Neill, Executive Vice President, General Counsel and Chief Administrative Officer, TreeHouse Foods, Inc., Oak Brook, Illinois
Michael P. Roche, Winston & Strawn LLP, Chicago

3:45–4 p.m.
Break

4–5:30 p.m.
Navigating Today's Enforcement Environment

  • DOJ and SEC enforcement trends
  • New incentives for "whistleblowers" under Dodd–Frank
  • Corporate officers and in–house counsel as targets in criminal cases and administrative proceedings
  • Current DOJ and SEC attitudes towards investigations, privilege issues, deferred prosecution agreements and other issues

Panelists
John D. Arterberry, Executive Deputy Chief, Fraud Section, Criminal Division, U.S. Department of Justice, Washington, D.C.
Peter Chan, Assistant Regional Director, Division of Enforcement, SEC, Chicago Regional Office
Mark R. Filip, Kirkland & Ellis LLP, Chicago
D. Cameron Findlay, Senior Vice President, General Counsel and Secretary, Medtronic, Inc., Minneapolis
Asheesh Goel, Ropes & Gray LLP, Chicago



Thursday, October 6, 2011

8:30 a.m.
Continental Breakfast

9–10:15 a.m.
Corporate Governance: A Roadmap for Current Issues

  • Proxy access
  • Proxy season 2012: what to expect from shareholder proponents and ISS
  • Delaware law developments
  • Certificate of incorporation, bylaw and committee charter review–issues to consider in light of recent developments

Panelists
Susan L. Blount, Senior Vice President and General Counsel, Prudential Financial, Inc., Newark, New Jersey
John P. Kelsh, Sidley Austin LLP, Chicago
William Ultan, Senior Managing Director, Morrow & Co., LLC, Stamford, Connecticut

10:15–10:30 a.m.
Break

10:30 a.m.–Noon
Executive Compensation Practices and Disclosure

  • Say–on–pay and say–on–frequency: what have we learned?
  • Addressing compensation committee and advisor independence
  • Anticipating compensation clawbacks
  • Deferred compensation, executive compensation deductibility cap and parachute payments

Panelists
Thomas P. Desmond, Vedder Price P.C., Chicago
Jim Kaput, Senior Vice President, General Counsel and Secretary, Zebra Technologies Corporation, Lincolnshire, Illinois
Thomas J. Kim, Chief Counsel and Associate Director, Division of Corporation Finance, SEC, Washington, D.C.
Amy M. Wood, Cooley LLP, San Diego

Noon–12:45 p.m.
Lunch (provided)

12:45–1:30 p.m.
Keynote Discussion: How the Role of the General Counsel has Evolved and Changed over the Past 50 Years

Moderator
David S. Ruder, Institute Founder

Panelists
Gail D. Hasbrouck, Senior Vice President, General Counsel and Corporate Secretary, Advocate Health Care Network, Oak Brook, Illinois
Stewart S. Hudnut, former Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc., Winnetka, Illinois
Maryann Hynes, Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, Corn Products International, Inc., Westchester, Illinois
L. Bates Lea, former Vice President and General Counsel, Amoco Corp., Glenview, Illinois

1:30–1:45 p.m.
Break

1:45–2:45 p.m.
Corporate Political Activities: Understanding the Current Landscape

  • Overview of legal rules and standard practices
  • Pay–to–play in the securities markets
  • Board oversight and disclosure of political spending
  • Elements of an effective compliance program

Panelists
Deborah A. Golden, Senior Vice President, General Counsel and Secretary, GATX Corporation, Chicago
Stefan C. Passantino, McKenna Long & Aldridge LLP, Washington, D.C.
Rick Thompson, R. Thompson & Associates, Atlanta
Bruce G. Wilson, Senior Vice President and Deputy General Counsel, Exelon Corporation, Chicago

2:45–4:15 p.m.
It Isn't Going Away: What Corporate Counsel Need to Know about Social Media

  • Employment law and social media: what to do when employees are blogging about the company
  • Actual and perceived risks relating to social media
  • Safe and effective use of social media
  • Advertising and social media: navigating the two–way communication between company and consumer

Panelists
Kelly L. Dempski, Director, Accenture Technology Labs, Silicon Valley
Brian L. Heidelberger, Winston & Strawn LLP, Chicago
Nicole C. Maddox, Senior Associate Director, Senior Litigation Counsel, Boehringer Ingelheim USA Corp., Ridgefield, Connecticut
Donna M. Welch, Kirkland & Ellis LLP, Chicago

4:15–4:30 p.m.
Break

4:30–5:30 p.m.
Updates in Employment Law

  • Employment law class actions after Wal–Mart
  • Arbitration agreements and class action waivers after ATT
  • Wage and hour pitfalls
  • EEOC, NLRB and OFCCP update

Panelists
Julianne Bowman, Deputy Director, Chicago District Office, EEOC, Chicago
Kathryn M. Hartrick, Associate General Counsel, Wolters Kluwer United States Inc., Riverwoods, Illinois
Hilary Malina, Senior Corporate Counsel, CDW Corporation, Vernon Hills, Illinois
Joseph E. Tilson, Meckler Bulger Tilson Marick & Pearson LLP, Chicago

6:30 p.m.

Reception and Dinner Celebration
University Club, Chicago