Schedule
The 2024 Corporate Counsel Institute is a two-day, in-person conference hosted by Northwestern Pritzker School of Law. All sessions are in Central Daylight Time. Session times and speakers are subject to change. Additional session details to come.
Thursday, June 6, 2024
7:30 a.m. - Registration and Continental Breakfast
8:30–8:45 a.m. - Welcome and Overview*
Juliann Cecchi, Assistant Dean, External Partnerships, Northwestern Pritzker School of Law, Chicago
Frederick Kulevich, Institute Chair, Senior Vice President, General Counsel and Corporate Secretary, CDW, Vernon Hills, IL
8:45–9:45 a.m. - Navigating Board Room Crises*
- Understanding the role of the board in a crisis
- How to develop and test an incident response plan
- Assessing the impact of a crisis
- Ways to effectively liaise with key internal and external stakeholders
Moderator
Melvin Williams Jr., Chief Legal Officer, Chicago Trading Company, Chicago
Panelists
Tim Abrahams, Partner, PWC, Chicago
Carina Davidson, President, H/Advisors Abernathy, New York City
LaVon Johns, Riley Safer Holmes & Cancila LLP, Chicago
9:45–9:55 a.m. - Break
9:55–10:55 a.m. - Fireside Chat: Antitrust, Litigation, and Competition Policy*
- DOJ's/FTC's new merger guidelines
- DOJ's revocation of the healthcare guidelines and what it means for companies
- Federal antitrust engagement generally and the role of IHC vs. outside counsel
Moderator
Brandon Kressin, Kression Meador LLC, Washington, DC
Panelists
Andrew Forman, Deputy Assistant Attorney General, Antitrust Division, U.S. Department of Justice, Washington, DC
Additional panelists to be announced.
10:55–11:10 a.m. - Break
11:10 a.m.–12:10 p.m. - SEC Rules: Implementation and How to Live With Them*
- Overview of SEC rulemaking and SEC agenda
- Takeaways from the final climate disclosure rules, legal challenges, and next steps
- Key understandings about the new cyber disclosure rules
- Clawback rules – to check the box or not check the box
- Recent trends in SEC comment letters and key areas of focus
Moderator
Cathy Birkeland, Latham & Watkins LLP, Chicago
Panelists
Ameena Majid, Seyfarth Shaw LLP, Chicago
Analisa Padilla, Vice President & Assistant General Counsel, Corporate Governance & Securities, Assistant Secretary, Hyatt Hotels Corporation, Chicago
Jeffrey Sherman, Faegre Drinker Biddle & Reath LLP, Denver
12:10–1:20 p.m. - Networking Lunch
Workshop Breakouts
Small group sessions will dive into specific areas of rules practice with the opportunity for attendees to participate in 2 of 3 workshops.
1:20–2:05 p.m. - Cycle 1
Option #1: Clawback Workshop
- Updates to clawback rules and practical tips
- Creating a compliant clawback policy
- Considerations when revising employment agreements and incentive compensation
Presenters
Erik Lundgren, Jones Day, Chicago
Christina Roupas, Cooley LLP, Chicago
Option #2: Cyber Rules Implementation Workshop
- Key requirements of the SEC's public company cybersecurity rules for cyber risk management risk factors
- Risks and other considerations when addressing cyber disclosures in 10-ks and triggers and requirements for 8-k filings
- Considerations and practical tips for incident response in light of new disclosure obligations
Presenters
Colleen Brown, Sidley Austin LLP, Washington, DC
Sali Wissa, Baker McKenzie, Chicago
Option #3: Climate Disclosures Workshop
- Overview of new and emerging climate regulations (SEC climate rule, California's SB 251 and SB 263, EU's CSRD): key components and comparing requirements
- Near term next steps (e.g., gap assessments, determining oversight/responsibilities, allocating resources)
- Building awareness and fluency across the organization
- Practical considerations and best practices for disclosures and compliance
Presenters
Abby Kirchofer, Principal, Ramboll, San Francisco
Abbey Raish, Kirkland & Ellis LLP, Los Angeles
2:05–2:15 p.m. - Break
2:15–3 p.m. - Cycle 2
Option #1: Clawback Workshop
- Updates to clawback rules and practical tips
- Creating a compliant clawback policy
- Considerations when revising employment agreements and incentive compensation
Presenters
Erik Lundgren
Christina Roupas
Option #2: Cyber Rules Implementation Workshop
- Key requirements of the SEC's public company cybersecurity rules for cyber risk management risk factors
- Risks and other considerations when addressing cyber disclosures in 10-ks and triggers and requirements for 8-k filings
- Considerations and practical tips for incident response in light of new disclosure obligations
Presenters
Colleen Brown
Sali Wissa
Option #3: Climate Disclosures Workshop
- Overview of new and emerging climate regulations (SEC climate rule, California's SB 251 and SB 263, EU's CSRD): key components and comparing requirements
- Near term next steps (e.g., gap assessments, determining oversight/responsibilities, allocating resources)
- Building awareness and fluency across the organization
- Practical considerations and best practices for disclosures and compliance
Presenters
Abby Kirchofer
Abbey Raish
3–3:15 p.m. - Break
3:15–4 p.m. - Becoming a Trusted Advisor: Strategies for the General Counsel*
- Defining a trusted advisor
- How General Counsel earn (and lose) trust
- The General Counsel role and the importance of trust
- Tools for becoming a (better) trusted advisor
Presenters
Eric Fridman, Founder and Principal, Fridman Associates, Glenview, IL
Noelle Perkins, Executive Vice President, General Counsel & Corporate Secretary, Cushman Wakefield, Chicago
4–4:10 p.m. - Break
4:10–5:10 p.m. - Making the Business Use Case for AI: Understanding the Legal and Risk Management Implications*
- Current state of AI and where businesses are using GenAI and machine learning
- The lawyers should be asking about using AI in business
- Current state of regulation and governance
- Ethical issues raised and how to effectively manage risk
Moderator
Kristy Waterman, Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary, TreeHouse Foods, Inc., Oak Brook, IL
Panelists
Alex Mannella, Managing Director, Deloitte Consulting LLP, Tampa, FL
John Weaver, McLane Middleton, Boston
Additional panelist to be announced.
5:10–6:10 p.m. - Reception
*Session willl be available on demand for 30 days following the live Institute
Friday, June 7, 2024
Premiere Sponsored Roundtable (By Invitation Only)
Presented by Charles River Associates
7:30–8:30 a.m. - Mitigating the Risks Created When Employees/Contractors are Beholden to Hostile Powers
- How agents of hostile states infiltrate companies and secure employment
- Impacts on your organization: sanctions, data exfiltration, insider trading, and cyber-attacks
- Enhancing current processes to mitigate risks more effectively
- How to strengthen monitoring processes and governance to detect and correct risks
Panelists
Jordan Kraner, Principal, Charles River Associates, Chicago
Patricia Pelaez, Principal, Charles River Associates, Chicago
Kristofer Swanson, Vice President, Practice Leader of Forensic Services, Charles River Associates, Chicago
8 a.m. - Continental Breakfast
8:45–9:45 a.m. - Supreme Court Cases and the Impact on Corporate America
- Judicial deference to administrative agency interpretations of federal statutes (survival of Chevron doctrine)
- Constitutionality of state statutes regulating social media company content decisions (ex: Texas and Florida laws)
- Implications and applications of the major questions doctrine as it relates to corporations (West Virginia v. EPA)
- Whether a bankruptcy court can approve a reorganization fund that releases owners of bankrupt company from all civil liability (Purdue Pharma case)
Moderator
Jonathan Marcus, Senior Managing Director and General Counsel, CME Group Inc., Chicago
Panelists
Ian Gershengorn, Jenner & Block LLP, Washington, DC
Elaine Goldenberg, Munger Tolles & Olson LLP, Washington, DC
Melissa Sherry, Latham & Watkins LLP, Washington, DC
9:45–9:55 a.m. - Break
9:55–10:55 a.m. - Hot Topics in Labor & Employment
- Complexities in navigating the patchwork of state, federal, and local employment laws
- Impact of the NLRB's decisions impacting unionized and non-unionized workforces
- Navigating social and political expression in (and outside) the workplace
- Impact of recent decisions on diversity, equity, and inclusion efforts
Moderator
Leilani Harbeck, Vice President & Chief Counsel, Labor & Employment, Conagra Brands, Inc., Chicago
Panelists
Catarina Colón, Husch Blackwell LLP, Milwaukee
Carrie Herschman, Herschman Levison Hobfoll PLLC, Chicago
Andrew Oppenheimer, Chief Legal Officer, Ferrara Candy Company, Chicago
10:55–11:10 a.m. - Break
11:10–11:55 a.m. - Deep Dive Breakout Discussions
Private Company - Corporate Transparency Act
A discussion of the disclosure challenges posed by the Corporate Transparency Act and how private companies can effectively navigate its requirements.
Presenters
Matt Bisanz, Mayer Brown, Washington, DC
Philip Feigen, Polsinelli PC, Washington, DC
Kara Harchuk, Executive Vice President and General Counsel, Hunt Companies, Inc., Chicago
Public Company - Shareholder Engagement and Proxy Access Updates
A discussion of updates on trends in shareholder engagement, the current landscape in proxy processes, and other corporate governance best practices.
Presenters
James Barresi, Squire Patton Boggs, Cincinnati
Nick Chulos, Executive Vice President, Chief Legal Officer & Corporate Secretary, Old National Bancorp, Chicago
Sean O'Hara, Senior Managing Director, Corporate Proxy, Georgeson LLC, New York City
11:55 a.m.–12:15 p.m. - Boxed Lunch Break
12:15–1 p.m. - Deep Dive Breakout Discussions**
From Lawyer to Leader: Managing Your Team
A discussion of how lawyers can drive a culture that nurtures engagement, drives commitment, and supports individual and team success.
Presenters
Nancy Berardinelli-Krantz, Senior Vice President and Chief Legal Officer, W.W. Grainger, Inc., Lake Forest, IL
Jennifer Schott, Senior Vice President, General Counsel & Secretary, Illinois Tool Works Inc., Glenview, IL
Creating the (Work) Life You Want: Best Practices for Managing Your Career
A discussion that will draw on the experiences of the presenters about ways lawyers can guide their careers.
Presenters
Sue Bettman, Partner, Brunswick Group, Chicago
Angelique David, Executive Managing Director, Chief Operating Officer and General Counsel, B.C. Ziegler and Company, Chicago
Andrea Zopp, Managing Partner, Cleveland Avenue, Chicago
**These sessions will not be eligible for CLE credit.
1–1:15 p.m. - Break
1:15–2:15 p.m. - CEOs Behaving Badly: An Ethics Case Study
This session will use a set of hypotheticals to provide tools to assist counsel in managing various ethical issues arising from "bad behavior." Using the ABA's Model Rules of Professional Conduct, panelists will provide guidance on how lawyers can fulfill their ethical obligations when an executive goes rogue. Topics addressed will include:
- Scope of representation (Model Rule 1.2)
- Representation of clients and conflicts of interest (Model Rule 1.7)
- Withdrawal from representation (Model Rule 1.16)
Moderator
Theodore Banks, Scharf Banks and Marmor LLC, Chicago
Presenters
Jason DeSanto, Senior Lecturer, Northwestern Pritzker School of Law, Chicago
Paulette Dodson, Board Member of Trupanion, BARK, and Portillo’s, Evanston, IL
Mary Ann Hynes, Dentons, Chicago
Session will be sumitted for Illinois Ethics Credit, and for similar credit in other states as applicable.