SHIFTING SANDS: Emerging Issues for In-House Counsel
ACC-Northeast All Day Program with Foley Hoag
One Seaport Lane
Boston, MA 02210
The challenges facing in-house counsel today are legendary. For this all-day conference, ACC platinum sponsor Foley Hoag LLP has assembled a series of expert panelists to provide a comprehensive review of the following subjects, with content geared towards the special concerns of in-house counsel. All panels will use a common case study, and panelists have been carefully chosen for both their expertise and ability to talk persuasively about their subject.
8:00 a.m Registration, Breakfast and Welcoming Remarks
8:45 a.m Corporate Fraud: Hot Issues in Enforcement and What Keeps You Up at Night
The government has served several grand jury subpoenas in your company. What do you do? This panel will educate you not only on how to respond to this scenario but how to protect your company and prepare for such a scenario in advance. Topics to be covered include:
- Whistleblower issues and related Qui Tam litigation
- Role of internal investigations in mitigating risk of prosecution and defending cases
- Risks and benefits of voluntary disclosure
- Nick Theodorou, Chair, Business Crimes and Government Investigations Practice Group, Foley Hoag LLP
- Roger Louis, Senior Vice President and Chief Compliance Officer, Biogen Idec
- H. Lowell Brown, former Assistant General Counsel, Compliance and Government Investigations, Northrup Grumman
10:30 a.m Audit Committees and Their Roles
This panel will focus on drawing back the "proverbial" curtain that frequently seems to exist between General Counsel and Audit Committee Members. Panelists will focus on:
- The role of the audit committee and its members
- The relationship of the audit committee to counsel, corporate general counsel and outside counsel and selection and engagement of legal advisors
- Issues as to which general counsel and audit committees regular communicate including revenue recognition, financial statements and re-statements, claw-backs and legal compliance
- Internal investigations matters including organizing and executing the investigation, and the decision to rely upon regular corporate counsel or to engage independent legal counsel in sensitive circumstances
- Peter Rosenblum, Co-Chair Mergers and Acquisitions Practice Group, Foley Hoag LLP
- Dorothy E. Puhy, Executive Vice President and Chief Financial Officer, Dana-Farber Cancer Institute and Lead Director and Chair of the Audit Committee, Abiomed, Inc.
- Frank W. Haydu III, Chairman of the Board and Chairman of the Audit Committee, Zalicus, Inc. and Chairman of the Audit Committee, iParty Corp.
- Mike O'Hara, Partner, Deloitte & Touche LLP
12:00 noon Lunch and keynote address by Richard De Rose, Managing Director, Houlihan Lokey
"The Board's Role in Acquisitions"
Much has been written, debated and litigated regarding the responsibilities of a board of directors in connection with a sale of the company; however, the role of the board in evaluating acquisitions is much less well explored. This presentation will discuss the board's role when their company is the acquirer.
1:45 p.m. Special Considerations for Acquisitions & Divestitures
Following the key note by Richard De Rose, this panel will drill down on the specific areas that general counsel and a companies' board should focus on during both acquisition and divestiture initiatives. Topics that will be covered include:
- Role of lawyers and bankers in pursuing a company's strategic focus
- Quality control and who is responsible for targeted due diligence
- Risk assessment and the role of the finance, legal and operational teams
- How to handle unforeseen events
- Paul Bork, Co-Chair, Securities Practice Group, Foley Hoag LLP
- Richard De Rose, Managing Director, Houlihan Lokey
- Vanessa Candela, Senior Corporate Counsel, EMC Corporation
- Ken Strachan, General Counsel, Next Generation Vending
3:30 p.m. The Hot Corners of Corporate Litigation
As all general counsel know, corporate litigation has, and continues to, increase dramatically. This panel will explore some of the current trends in corporate litigation including:
- Current trends in securities litigation
- The explosion in M&A litigation
- Employee non-competition and other restrictive covenants, including how and when these restrictions are enforced and new legislation
- Matthew Baltay, Partner, Securities Litigation Practice Group, Foley Hoag LLP
- Michael Rosen, Partner, Employment Litigation Practice Group, Foley Hoag LLP
- Laura Sorafine, Corporate Counsel, Genzyme Corporation
- Aaron Grossman, Vice President & General Counsel, ZOLL Medical Corporation
- Tim Douros, Vice President, Chief Intellectual Property Counsel & Head of Litigation, Cubist Pharmaceuticals Inc.