July 17: Concurrent Counsel to Counsel Best Practice Forums on Complex Transactions and Corporate Governance To Be Held in Chicago
By Pat Washburn
Community Manager, Martindale-Hubbell Connected
Today’s corporate counsel must chart a path of good governance even as their organizations undertake major business moves with many layers of complexity. These two themes drive the discussions at concurrent sessions of the Counsel to Counsel Best Practice Forum in Chicago Tuesday, July 17.
As with all Counsel to Counsel forums, discussions will take place in an atmosphere of confidentiality, allowing corporate counsel to share real-life experiences.
The Big Deals
Charles Schulman is corporate vice president and general counsel for one of the largest companies you’ve never heard of. HAVI Group is a privately held logistics corporation with McDonald’s as its primary customer. He’s held the role for a little over a year, and now finds himself managing a complex international merger with a company whose owners and managers are reluctant to join forces.
That experience is bringing him to the table to co-chair the session titled “Managing Complex Transactions: Leveraging Best Practices.” “I have not had an occasion to exchange a lot of views with contemporaries about this sort of thing. I’m looking to learn from other people,” he says
Joining Schulman as co-chairs are Alida Rincon of eBay Inc. and Nancy Brown, assistant general counsel of Northern Trust. Brown says her discussion will look at transactions that cover multiple countries and regulated environments, touching on such factors as selecting and coordinating local counsel, understanding local regulatory environments, and understand the impact on a business when it becomes a subsidiary of an American-owned parent. Integration of lawyers and legal departments is also a key element in such deals, says Brown, who will speak from her experience and lessons learned.
The Watchdog Role
A recent Delaware bankruptcy court ruling (In re World Health Alternatives Inc.) held that corporate counsel can be held liable if their poor oversight allowed directors and officers to breach their fiduciary duties. Now more than ever, in-house counsel have a responsibility to prevent misconduct by officers, a responsibility that often puts them in the position of having to deliver bad news to the people who sign their paychecks.
So how can a corporate counsel manage board members and corporate officers effectively? This Best Practice Forum, titled “Guiding Good Governance: Practical Approaches for Effective Board Management,” tackles the issue from the perspective of corporate counsel, including managing the expanding role of the general counsel.
This session will look at board communications, privilege concerns, identifying and mitigating risk and threats to reputation, and hot-button issues such as audits and investigations. Co-chairs are Jim Blackstock, executive vice president and general counsel of Shoney’s Restaurant Company; Walter T. Gangl, deputy general counsel and corporate secretary of Armstrong World Industries, and David A. Golden, vice president and assistant general counsel of Eastman Chemical Co.
For more information or to register, please click here.
Counsel to Counsel Best Practices Forum
Tuesday, July 17, 2 to 6 p.m.
Mid-America Club, AON Center, Chicago