The 16th Annual Corporate Counsel Institute: Managing Risk in a Global Environment March 8-9, 2012 Georgetown University Law Center • Washington, DC 13.25 CLE credit hours (60-minute hour), including 2.0 of legal ethics 16.00 CLE credit hours (50-minute hour), including 2.4 of legal ethics Agenda Thursday, March 8 n 8:15-8:45 am Registration and Continental Breakfast Sponsored by PricewaterhouseCoopers LLP n 8:45-9:00 am Welcome and Introduction William M. Treanor, Dean, Georgetown University Law Center Lawrence J. Center, Assistant Dean, Georgetown University Law Center Marc Gary and Thomas F. O’Neil III, Advisory Board Co-Chairs n 9:00-10:15 am General Counsel Roundtable: What’s Top of Mind in Managing Global Risk? General Counsel from large companies and small law departments discuss the issues that are “top of mind” as they manage their company’s legal matters in a complex global environment with sometimes conflicting laws and regulations. Moderator: Speakers: Jay B. Stephens, Senior Vice President, General Counsel and Secretary, Raytheon Company Katherine L. Adams, Senior Vice President and General Counsel, Honeywell International Gail A. Lione, Retired Vice President, General Counsel and Secretary, Harley-Davidson, Inc. Teresa Wynn Roseborough, Executive Vice President and General Counsel,The Home Depot Laura Stein, Senior Vice President and General Counsel, The Clorox Company n 10:15-10:35 am Networking Break n 10:35-11:50 am Enforcers Roundtable Representatives from the U.S. Securities and Exchange Commission, the Fraud Section of the Criminal Division of the U.S. Department of Justice, and the Serious Fraud Office of the United Kingdom discuss their law enforcement initiatives and expanding jurisdictions against corporate bribery, fraud, and corruption. Moderator: Speakers: Ann M. Kappler, Vice President and Chief Legal Officer of Corporate Services, Prudential Financial Kara Brockmeyer, Chief of the Foreign Corrupt Practices Act Unit, U.S. Securities & Exchange Commission Charles E. Duross, Deputy Chief of the Fraud Section, Criminal Division, U.S. Department of Justice Satnam Tumani, Head of the Bribery and Corruption Business Area, Serious Fraud Office of the United Kingdom n 12:00-1:15 pm Luncheon and Address Sponsored by Kroll Ontrack Ben Heineman, Senior Fellow, Belfer Center for Science & International Affairs, John F. Kennedy School of Government, Harvard University, and retired Senior Vice President, General Counsel, and Secretary, General Electric Company n 1:30-2:45 pm Concurrent Sessions: International Corporate Compliance Programs General Counsel and Chief Compliance Officers discuss the challenges they confront and their experiences in adopting a global corporate compliance and business ethics program, taking into account the diverse laws, regulations, and law enforcement postures of the various countries where they operate. Hypothetical scenarios will be the basis for discussion. Moderator: Speakers: Anastasia D. Kelly, Partner, DLA Piper LLP Abby C. Fiorella, Senior Vice President and Head, Global Compliance and Forensics, MasterCard Worldwide Andrew Hinton, Associate General Counsel and Chief Compliance Officer, Google Inc. E. Robert Lupone, Senior Vice President, General Counsel and Secretary, Siemens Corporation Managing the Global Workforce Managing a workforce is hard enough in the domestic context. With their workforce now global, American companies need to take on the complex task of managing their employees in a myriad of cultures, social circumstances, and legal requirements with which most have no familiarity. This can be a management nightmare without the proper background. Corporate counsel with global experience will discuss their “lessons learned” and share invaluable practical tips to assist in addressing this all-encompassing new management challenge. Moderator: Speakers: Holly A. Silver, President, Holly A. Silver, P.C. Joel Katz, SVP, Chief Ethics & Compliance Officer, CA Technologies Deborah Marlowe, Partner, Berry Appleman & Leiden LLP James J. Murphy, Assistant General Counsel, General Dynamics Corporation Mark Nordstrom, Senior Counsel, General Electric Company n 2:45-3:05 pm Networking Break n 3:05-4:20 pm Global Competition Enforcement With well over 100 competition authorities globally, many newly organized in the emerging economies, understanding and complying with the myriad laws and regulations and enforcement priorities of these agencies can be a complicated undertaking for a global company. In addition, there is an increasing effort to coordinate law enforcement investigations, including merger reviews, amongst affected jurisdictions. Representatives from the European Commission and other global authorities will provide their insight on compliance with their laws and regulations and what, if anything, can a corporation do when confronting conflicting laws and regulations. Moderator: Speakers: Deborah Majoras, Chief Legal Officer and Secretary, The Procter & Gamble Company Cecilio Madero Villarejo (Invited), Deputy Director General for Antitrust, European Commission John Fingleton (Invited), Chair of the Steering Group, International Competition Network, and Chief Executive of the Office of Fair Trade, United Kingdom n 4:20-5:35 pm Implementing Dodd-Frank Regulations Representatives from the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, and the newly created Consumer Financial Protection Bureau discuss the regulations implementing Dodd-Frank. Moderator: Marc Gary, Executive Vice President and General Counsel, Fidelity Investments Speakers: Gregory Baer, Deputy General Counsel, J.P. Morgan Chase & Company Paula Dubberly, Division of Corporate Finance, U.S. Securities and Exchange Commission Daniel Berkovitz, General Counsel, U.S. Commodity Futures Trading Commission Richard Cordray (Invited), Director, Division of Enforcement, Consumer Financial Protection Bureau n 5:35-7:00 pm CCI Cocktail Reception Sponsored by Capstone Advisory Group n 7:00-9:00 pm (optional) How Successful General Counsel Manage C-Suite and Board Expectations Sponsored by Hogan Lovells US LLP While one of the qualities of all successful General Counsel is the ability to manage the expectations of the Board and company executives, as more women become General Counsel this is one of the more important skills required. This panel will discuss how several successful women General Counsel have accomplished this goal. If you would like to attend or have any questions about this panel, please contact Marcia Wiss at marcia.wiss@ hoganlovells.com Moderator: Speakers: Marcia A. Wiss, Partner, Hogan Lovells US LLP Elizabeth Abdoo, General Counsel and Executive Vice President, Host Hotels & Resorts, Inc. Mary Kennard, General Counsel, American University Rachel Robbins, Vice President and General Counsel, International Finance Corporation Friday, March 9 n 8:30-10:30 am Legal Ethics and Technology This facilitated discussion with judges addresses the ethical obligations of in-house counsel regarding technology, information management, privacy, security, and eDiscovery (including social media and issues with operating within the cloud context). Panelists will analyze Duty of Competence, Confidentiality of Information, Candor to the Tribunal, and Fairness to Opposing Party and Counsel. There will be an update regarding the work of the ABA Commission on Ethics 20/20 formed by Carolyn Lamm in 2009 to address technology and global practice challenges facing the legal profession. Specifically, the panel will discuss the Commission’s proposed amendments to the Comments to Model Rule 1.1, as well as to the black letter of Model Rules 1.6 and 4.4. This session will enable you to learn how to meet your ethical obligations while also assisting your clients in meeting their business goals. This will be an excellent and unique opportunity to obtain answers and perspectives from judges presiding in different jurisdictions. Moderators: Christina Ayiotis, Adjunct Professor, Department of Computer Science, The George Washington University Courtney Ingraffia Barton, Assistant General Counsel, AOL, Inc. Speakers: Hon. Herbert B. Dixon, Jr., Associate Judge, Superior Court of the District of Columbia Hon. John M. Facciola, Magistrate Judge, U.S. District Court for the District of Columbia Hon. Andrew J. Peck, Magistrate Judge, U.S. District Court for the Southern District of New York n 10:30-10:50 am Networking Break n 10:50 am-12:05 pm Supreme Court Review While the Fall term may not include any blockbuster business cases like Dukes v. Wal-Mart, it does include a number of cases that may yield noteworthy holdings, according to “Inside Counsel” magazine. The magazine predicts many of these cases, while very narrow in scope, may hold the potential for broader impact across the business world. During this annual session (always a highlight of the Institute) the Co-Director of Georgetown University Law Center’s Supreme Court Institute will engage in a dialogue with the Solicitor General of the United States and a former Solicitor General about the most important Supreme Court cases affecting businesses and their implications for the future. Moderator: Speakers: Prof. Steven H. Goldblatt, Director, Supreme Court Institute, Georgetown University Law Center Paul D. Clement, Partner, Bancroft PLLC Hon. Donald B.Verrilli, Jr., Solicitor General of the United States n 12:05-12:25 pm Lunch Distribution Can’t attend live? Take this or other Georgetown Law CLE courses online through West LegalEdcenter. For more information, visit our website at www.law.georgetown.edu/cle. n 12:25-1:40 pm Concurrent Sessions: Operating Globally n 2:00-3:15 pm Concurrent Sessions: Managing Data Risks Globally Going Global: International Due Diligence and Other Matters So your company has finally decided to go global. What are your options? Experienced practitioners discuss the key legal issues when companies expand globally: doing a joint venture with a local partner, acquiring control of a local company, establishing a distribution relationship with a local player, or starting a greenfield operation. Subjects reviewed will include conducting due diligence, confidentiality, negotiating the terms of entry (including allocating responsibility for contingent liabilities), facing the challenges of implementing anti-corruption programs, dealing with local regulators, protecting your own directors, and what happens when you want out. Data Security Across Borders Protecting company information databases, especially when they contain personally identifiable information, can be a challenge in any environment. But they take on an additional level of complexity in the international arena, especially with the aggressive enforcement position taken by the European Union and the U.S. data breach notice requirements. Panelists discuss these challenges and how companies can comply in this critical area. Moderator: Speakers: John M.Vasily, Partner, Debevoise & Plimpton LLP Jim Bramson, General Counsel, LivingSocial Sharie A. Brown, Partner, DLA Piper LLP Jeffrey W. Ferguson, Managing Director, The Carlyle Group Robert Lantz, Associate General Counsel, Serco Inc. Lessons From Social Media (For the Business and its Employees) As more and more companies use social media to market their products, their employees are also using social media for purposes that may, or may not, interfere with their duties, increase litigation risk to the business, and raise ethical concerns for its lawyers. What are the risks involved and how do you protect your company? These and other issues will be explored by this panel of experts. Moderator: Speakers: Michael E. Lackey, Jr., Partner, Mayer Brown Jack Halprin, Head of eDiscovery, Google Inc. Ted Ullyot, Vice President and General Counsel, Facebook n 1:40-2:00 pm Networking Break Moderator: Speakers: Stewart A. Baker, Partner, Steptoe & Johnson LLP Sharon Anolik, Global Privacy Risk and Strategy Leader, McKesson Corporation Andrea L. Charters, Vice President & Associate General Counsel, Rosetta Stone Ltd. Gretchen Herault, Vice President, Compliance and Fraud Prevention and Deputy Chief Privacy Officer, Monster Worldwide Inc. Mark D. Schultz, Senior Vice President, General Counsel and Secretary, SRA International, Inc. eDiscovery Across Many Jurisdictions Cross-border discovery and disclosure of electronic information in the context of litigation and regulatory compliance is an increasing challenge for companies. These challenges are only intensifying as cloud computing, social networking and other emerging technologies blur traditional concepts of “possession, custody, and control” of ESI. This panel will use representative case studies from various industries to illustrate practical strategies for managing legal risk and the cost of navigating the hazardous currents of cross-border discovery. Panelists will draw upon their own experience as well as resources such as The Sedona Conference® Framework for Analysis of Cross-Border Discovery Conflicts: A Practical Guide to Navigating the Competing Currents of International Data Privacy & eDiscovery (2008), and the upcoming The Sedona Conference® International Principles on Data Protection Laws in U.S. Litigation. Moderator: Speakers: M. James Daley, Partner, Daley & Fey LLP Anthony Deglomine III, Vice President, Litigation, Harris Corporation Kevin M. Gunya, Compliance Counsel, Lockton Companies, LLC Susan Haller, Vice President, Litigation, Sprint Nextel Corporation Rayne Towns, Assistant General Counsel, Exide Technologies n 3:20-4:35 pm Forecasting the Future: What Will the Chief Legal Officer’s Job Look Like in Five to Ten Years? So, you think that being a Chief Legal Officer is tough today? What will the future hold? What tools will General Counsels of the future need to do their jobs? A panel of experts who have spent their professional careers in the corporate counsel arena examine their crystal balls and share their predictions. Moderator: Speakers: Prof. Milton C. Regan, Co-Director, Center for the Study of the Legal Profession, Georgetown University Law Center Mark Chandler, Senior Vice President, General Counsel, and Secretary, Cisco Systems, Inc. Susan Hackett, Chief Executive and Chief Legal Officer, Legal Executive Leadership, LLC, former Senior Vice President and General Counsel, Association of Corporate Counsel Amy Schulman, Senior Vice President, Pfizer Inc. About Georgetown Law CLE Georgetown Law CLE has an established tradition with over 30 years of experience of providing the legal community with high quaity programs. Our programs are developed with the profession’s ever-changing needs in mind, while at the same time meeting the mandatory CLE requirements of various state bars. Located in the heart of the nation’s capital, we feature the country’s leading officials, judges, and practitioners. Speakers & Advisory Board Members Program Chairs Judges Marc Gary Fidelity Investments Boston, MA Hon. Herbert B. Dixon, Jr. Superior Court of the District of Columbia Washington, DC Thomas F. O’Neil III The Saranac Group LLC Baltimore, MD Executive Committee Thomas P. Kurz Sysco Corporation Houston, TX Ronald W. Peppe, II Canam Steel Corporation Point of Rocks, MD Judson W. Starr Venable LLP Washington, DC Jaime (“Jim”) Taronji, Jr. U.S. Federal Trade Commission Washington, DC Oliver M. Johnson, II MedStar Health Columbia, MD Deborah P. Majoras The Procter & Gamble Company Cincinnati, OH Luncheon Speaker Ben Heineman Senior Fellow, Belfer Center for Science & International Affairs John F. Kennedy School of Government Harvard University Cambridge, MA Thomas M. Buchanan Winston & Strawn LLP Washington, DC Thomas J. Egan, Jr. Baker & McKenzie Washington, DC William M. Bumpers Baker Botts LLP Washington, DC Linn Evans Food Lion, LLC Salisbury, NC Hon. John M. Facciola U.S. District Court for the District of Columbia Washington, DC G. Brian Busey Morrison & Foerster LLP Washington, DC Stephanie Evans Wilmer Cutler Pickering Hale and Dorr LLP Washington, DC Hon. Andrew J. Peck U.S. District Court, Southern District of New York New York, NY James M. Cain Sutherland Asbill & Brennan LLP Washington, DC Advisory Board John N. Camperlengo Gentiva Health Services, Inc. Atlanta, GA Cathy C. Anderson True Value Company Chicago, IL Joseph M. Aronds Hartz Mountain Industries, Inc. Secaucus, NJ Daniel F. Attridge Kirkland & Ellis LLP Washington, DC Kathleen T. Barlow Marsh & McLennan Companies Washington, DC Raymond E. Bayley Novus Law LLC Chicago, IL Julienne W. Bramesco Clearspire Law Co. LLC Washington, DC Louis J. Briskman CBS Corporation New York, NY Sharie A. Brown DLA Piper LLP (US) Washington, DC Jeffrey W. Carr FMC Technologies, Inc. Houston, TX Daniel E. Chudd Jenner & Block, LLC Washington, DC Bruce D. Collins C-SPAN Washington, DC Steven D. Feldman Herrick, Feinstein LLP New York, NY Allen J. Gross Los Angeles, CA John F. Hartigan Morgan, Lewis & Bockius LLP Los Angeles, CA Jacquenette M. Helmes CGI Group Inc. Fairfax, VA Gregory E. Heltzer McDermott Will & Emery LLP Washington, DC Beth Byster Corvino Burr Ridge, IL Andrew D. Hendry Colgate-Palmolive Company New York, NY Mark C. Darrell Laclede Gas Company St Louis, MO Adonis E. Hoffman Leadership Counsel LLC Washington, DC Prof. Viet D. Dinh Georgetown Law Washington, DC Tyree P. Jones Reed Smith Washington, DC Ona Alston Dosunmu The Brookings Institution Washington, DC Peter J. Kadzik Dickstein Shapiro LLP Washington, DC Lynne M. Durbin Adhesives Research, Inc. Glenn Rock, PA Ann M. Kappler Prudential Financial, Inc. Newark, NJ Ann Marie Plubell The Plubell Firm Washington, DC Michael G. Scheininger McKenna Long & Aldridge LLP Washington, DC Kay Tatum Wiley Rein LLP Washington, DC Anastasia D. Kelly DLA Piper LLP (US) Washington, DC Christopher Ranck Siemens Westinghouse Power Corporation Orlando, FL Raymond S. Sczudlo Children’s National Medical Center Washington, DC Albert F. Tellechea Holland & Knight LLP Washington, DC Prof. Milton C. Regan Georgetown Law Washington, DC Catherine Shiang Asia Capital Advisor, Ltd. Hong Kong, China Eric D. Reicin Sallie Mae Reston, VA Eric J. Sobczak CBS Corporation New York, NY Thomas A. Roberts Weil, Gotshal & Manges LLP New York, NY Jay B. Stephens Raytheon Company Waltham, MA Paul V. Rogers Covington & Burling LLP Washington, DC Derek M. Stoldt Kaye Scholer LLP New York, NY Leigh P. Ryan Paul, Hastings, Janofsky & Walker LLP San Diego, CA Michael T. Sweeney Westinghouse Electric Company Pittsburgh, PA J. Crilley Kelly Attorney At Law Pittsburgh, PA Thomas Kennedy Skadden Arps New York, NY Gilbert S. Keteltas Baker & Hostetler LLP Washington, DC Scott Killingsworth Bryan Cave LLP Atlanta, GA Joseph A. Lenczycki, Jr. Bell & Clements Inc. Reston, VA E. Robert Lupone Siemens Corporation New York, NY Michael C. Malarkey Capstone Advisory Group, LLC Washington, DC Get a Head Start! Robin McCune Strayer University Herndon, VA To better serve you, all course materials will be provided to you via email prior to the program. Benefits of downloadable course materials include: Kevin J. McIntyre Jones Day Washington, DC Peter F. McLaughlin Foley & Lardner LLP Boston, MA Stephen M. McNabb Fulbright & Jaworski LLP Washington, DC Lee I. Miller DLA Piper LLP (US) Washington, DC Lester A. Myers Caux Round Table Alexandria, VA Stephen B. Paige Chicago, IL J. Steven Patterson Hunton & Williams LLP Washington, DC 1.Effortless search features. Save time by keyword searching downloadable course materials rather than flipping through a course book. 2. More in-depth content. Without page constraints, speakers will have the opportunity to provide more comprehensive materials. 3.Easily transportable. You no longer have to lug around that heavy course book. Download the materials to a flash drive or laptop, or only print the articles that you need. Additionally, you can revisit materials online even after the program has concluded. 4.Help save the environment. With materials in an eco-friendly format, review the materials in advance and print only those that you find helpful. Using a tablet? Course materials are fully accessible on all tablet models. John M. Vasily Debevoise & Plimpton LLP New York, NY John K. Villa Williams & Connolly LLP Washington, DC Marcia A. Wiss Hogan Lovells Washington, DC Sheryl Wood The Wood Law Firm PLLC Washington, DC Lawrence E. Wzorek Union Pacific Railroad Company Omaha, NE 2012 Patrons Andrews Kurth LLP Arnall, Golden & Gregory LLP Baker & Hostetler LLP Baker Botts LLP Bancroft PLLC Canam Steel Corporation Capstone Advisory Group, LLC CBS Corporation CGI Group Inc. Children’s National Medical Center Covington & Burling LLP Debevoise & Plimpton LLP Delhaize Group Dickie, McCamey & Chilcote, P.C. Dickstein Shapiro LLP DLA Piper LLP (US) Fidelity Investments Foley & Lardner, LLP Fulbright & Jaworski L.L.P Gentiva Health Services, Inc. Hogan Lovells Holland & Knight LLP Hunton & Williams LLP Jenner & Block, LLP Kaye Scholer LLP Kirkland & Ellis LLP Kroll Ontrack Laclede Gas Company McDermott Will & Emery LLP McKenna Long & Aldridge LLP MedStar Health Miles & Stockbridge P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Morgan, Lewis & Bockius LLP Morrison & Foerster LLP Novus Law, LLC Paul, Hastings, Janofsky & Walker LLP Raytheon Company Reed Smith Siemens Corporation Skadden Arps Sutherland Asbill & Brennan LLP Sysco Corporation The Procter & Gamble Company The Prudential Insurance Company of America The Saranac Group LLC True Value Company Union Pacific Railroad Company Venable LLP Viacom Inc. Weil, Gotshal & Manges LLP Westinghouse Electric Company LLC Wiley Rein LLP Williams & Connolly LLP Wilmer Cutler Pickering Hale and Dorr LLP Winston & Strawn LLP Program Details Hotel Reservations A block of rooms has been held at the following hotel. These rooms will be held as a block, unless exhausted, until Monday, February 6, 2012 at which time they will be released to the general public. Please be sure to mention the following hotel code to receive the room rate below: 11340101843. The Hotel George 15 E Street, NW / Washington, DC 20001 (202) 347-4200 / (800) 576-8331 http://www.hotelgeorge.com Room Rate: $275 Registration Form PLEASE PRINT OR TYPE. Payment must accompany registration. Corporate Counsel Institute $1195 Regular Registration $995 Georgetown Law Alumnus class of Name: o Mr. o Ms. Email address: (please print clearly) Disclaimer Speakers are subject to change. Firm/Organization: Services for People with Special Needs or Dietary Restrictions Call (202) 662-9890. City: Scholarships Georgetown Law CLE makes every effort possible to provide equal educational opportunities to all. We provide a limited number of scholarships on a case-by-case basis. Apply online at www.law.georgetown. edu/cle or submit a written request no later than 5:00 pm EST on Thursday, Feburary 16, 2012 to: Scholarship Committee Georgetown Law CLE 600 New Jersey Avenue, NW Washington, DC 20001 or fax to (202) 662-9891. 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At the 16th Annual Corporate Counsel Institute, you will: n Receive updates on enforcement efforts to combat n Assess the biggest ethical challenges facing in-house corporate fraud, bribery, and corruption from officials from counsel as they grapple with new technology issues. the DOJ, SEC, and their United Kingdom counterparts. n Learn the important tips for performing n Explore the challenges and solutions in creating and international due diligence when going global. succeeding with a global corporate compliance program. n Examine the common social media pitfalls n Obtain tips on implementing new key Dodd-Frank experienced by corporate law departments – and what regulations from government representatives and you can do to prevent them. in-house counsel. n Learn how to protect company information across n Gain a broad understanding of the role of in-house databases – and across borders. counsel today from one of the gurus of the corporate n Analyze how you can manage legal risk and the counsel world – Ben Heineman. cost of navigating the hazards of cross-border discovery. n Review the critical business cases facing the Supreme n Explore the future role of the general counsel with Court with the current and the past Solicitor General an all-star closing panel. of the United States.