2015 Dan K. Moore Program in Ethics Friday, November 13, 2015 UNC Center for School Leadership Development, Chapel Hill, NC Ethical Issues for Corporate Lawyers 9:30 a.m. Welcome and Introduction to the Program Dean Martin H. Brinkley 9:45 a.m. Ethical Issues Related to Cloud Storage, Cybersecurity, and Data Breaches The panel will discuss the ethical issues related to cloud storage, cybersecurity and data breaches, including the duty of confidentiality. Discussion will also touch upon how these issues play out in mergers and acquisitions transactions. 10:45 a.m. Break 11:00 a.m. Ethical Issues Related to Alternative and Computerized Legal Service Providers The panel will discuss the ethical issues related to alternative and computerized legal service providers, including the lawyer’s duty to supervise and the lawyer’s responsibility for accuracy. 12:00 p.m. Networking Lunch Enjoy lunch with the panelists and other attendees. 12:50 p.m. A Primer on Ethical Rules in the UK, EU, and other non-U.S. Jurisdictions and Implications for the International Deal The panel will provide a basic discussion of areas where ethical rules, cultural differences, and deal ethics may differ between the United States and other jurisdictions, including differing views of conflicts issues. Other issues to be discussed include the force of ethics rules in other jurisdictions, differing views of contract obligations, how to build rapport in international deals, and post-transaction conduct. 1:50 p.m. Break 2:00 p.m. Corporate Family Conflicts of Interest The panel will discuss the conflicts of interest issues when dealing with a company and its subsidiaries or other members of the corporate family. The panel will also consider related issues that arise in the context of joint ventures, including joint ventures with an international entity. 3:00 p.m. Adjourn Program Panelists Bernard A. Burk Bernard "Bernie" Burk is visiting at Campbell Law School during the 2015-16 year after four years at the University of North Carolina, a year at Stanford University’s Rock Center for Corporate Governance, and over 25 years in private practice in San Francisco at what is now Arnold & Porter LLP. He represented and advised international, national and local lawyers and law firms in ethics counseling and professional liability defense, as well as publishers, producers, authors, entertainers, and technology companies in a wide range of commercial, intellectual property, and First Amendment matters. At Campbell, Bernie teaches Civil Procedure I and II and Professional Responsibility. He speaks and writes about legal ethics, the legal profession, and legal education, and is a regular blogger on The Faculty Lounge. Bernie received his undergraduate degree at Yale University and his J.D. from Stanford University. James J. Junewicz James is a partner in Winston & Strawn LLP's Chicago and New York offices. He focuses on securities offerings and mergers and acquisitions, regularly representing issuers, underwriters, and placement agents in debt and equity offerings. He has extensive experience in handling IPOs, offerings of high-yield securities, U.S. offerings by foreign issuers, and underwritten calls. Junewicz regularly handles major merger and acquisition transactions and corporate restructurings, and advises boards of directors and executive management teams on Delaware law, the federal securities laws and The Sarbanes-Oxley Act of 2002. Prior to private practice, he served with the Securities and Exchange Commission for five years and also currently serves as an Adjunct Professor of Law at Cornell University School of Law, where he teaches a course on capital markets transactions. Junewicz received his undergraduate degree from Georgetown University, his J.D. from Duquesne University and LL.M. from New York University. Andrew T. Knowles Andy Knowles is the Assistant General Counsel Legal Operations, US Pharma IT client group with GlaxoSmithKline. He focuses on supplier relationship sourcing, governance and dispute resolution issues. He works with US Pharma business clients regarding legal issues related to online marketing initiatives and other business unit clients involved in global IT outsourced services relationships. Andy was a long-time systems analyst for Delta Air Lines providing mainframe software development and systems support. He received his undergraduate degree from Emory and his J.D. from Georgia State University College of Law. Bradley D. Kohn Brad Kohn is General Counsel and Corporate Secretary with Cree, Inc. Prior to joining Cree in 2013, he was the Senior Vice President, General Counsel and Corporate Secretary with SunEdison, Inc. (formerly MEMC Electronic Materials Inc.). He also spent 8 years as a Partner with Pillsbury Winthrop Shaw Pittman LLP where he represented a variety of leading Silicon Valley technology companies in mergers and acquisitions, corporate securities transactions, and general corporate matters. Brad received his undergraduate degree from the University of Wisconsin-Madison and his J.D. from the University of Michigan Law School. John McHugh John McHugh is a Strategic Partnership Associate in the Citrix ShareFile Business Development team. Prior to Citrix he worked in the offices of two different North Carolina Governors. Under Governor Easley he worked in the Legislative Office, tracking legislative and regulatory changes, researching legal issues, drafting legislative language, and supporting the Governor’s Liaison team. He was also the Governor’s Office’s first Ethics Liaison. In Governor Perdue’s administration John was the senior policy analyst for the Office of Economic Recovery and Investment, overseeing more than $22 billion in federal funding. In his role current role he develops partnerships within the legal industry, focusing primarily on relationships with Bar Associations, Law Schools and the creation of educational content. John received his undergraduate degree from the University of Richmond and his J.D. from the University of North Carolina Law School. James K. Wagner, Jr. Jim Wagner is co-founder and Managing Director of Apogee Legal (apogeelegal.com), a technology-enabled professional services organization focused on the legal and regulatory fields. Jim began his career at Bryan Cave in Atlanta, practicing in the fields of M&A, private equity and global outsourcing. Since then, he has served as an entrepreneur, founder, and executive at some of the industry’s greatest success stories. He has been responsible for the startup and operation of companies that have executed dozens of acquisitions, combinations, and recapitalizations representing hundreds of millions of dollars in enterprise value. Jim is coinventor for multiple patents related to the field of analytics and automation for electronic discovery. In addition to his role at Apogee Legal, Jim is a principal at Lean Law Ventures (leanlaw.com), an investment firm focused exclusively on investing in better solutions for the business of law. Jim earned a B.A. from the University of Tulsa and his J.D. from Duke University School of Law. Lee M. Whitman Lee Whitman is a trial attorney with Wyrick Robbins Yates & Ponton LLP whose practice focuses on complex litigation, including healthcare and shareholder derivative actions. Lee has tried jury and non-jury cases in both state and federal courts and before the American Arbitration Association. Lee also litigates health care Certificate of Need (CON) cases at the Office of Administrative Hearings and has appeared many times in the North Carolina Business Court, North Carolina Court of Appeals and the North Carolina Supreme Court. Lee received his undergraduate degree from the University of Notre Dame and his J.D. from the University of North Carolina School of Law. Program Directors Lissa L. Broome Lissa Broome is the Wells Fargo Professor of Banking Law and Director of the Center for Banking and Finance. She teaches Banking Law and Secured Transactions. She is the co-author of the Regulation of Bank Financial Service Activities, a banking law casebook, and co-author of Securitization, Structured Finance and Capital Markets. Broome also directs the Director Diversity Initiative which works to increase the diversity of corporate boards of directors through its training programs, advocacy, research, and diverse director database. She also serves as the University’s Faculty Athletics Representative. Broome received her undergraduate degree from the University of Illinois and her law degree from Harvard Law School. Thomas Lee Hazen Thomas Hazen is the Cary C. Boshamer Distinguished Professor of Law. He teaches Business Associations and Securities Regulation, and is the author or co-author of casebooks in corporations, corporate finance, brokerdealer regulation, mergers and acquisitions, and securities regulation. Hazen is also the author of a widely regarded six-volume treatise on Securities Regulation, a three-volume treatise on derivatives regulation, and a two-volume treatise on broker-dealer law. He has served as an expert witness in a number of high profile securities cases. Hazen received his undergraduate and law degrees from Columbia.