A comprehensive overview of the key areas for potential exposure to in-house counsel including obstruction of justice, fraud, responding to SEC and DOJ subpoenas and related document requests, whistleblower and false claims act exposure and securities fraud.

Privacy remains in the spotlight - with increased enforcement by regulators, more legal claims and significant press coverage of breaches. This session brings together privacy experts from North America and Europe for a wide-ranging (U.S, Canada, Mexico, EU) review of key developments, legislation and enforcement trends that should be on the radar screens of all Silicon Valley companies. Hot topics will include cloud computing, do not track, cookies, social media, data security and breach response preparedness. The discussion will be from the perspective of in-house counsel for multinational organizations that must fluently communicate, collaborate and connect through integrated global processes and technologies, while at the same time recognizing and respecting varying privacy standards and practices that persist in different jurisdictions around the world. MODERATOR: Douglas Solomon, SVP, General Counsel and Secretary, NetSuite Inc.

The presentation will focus on major recent developments in domestic and cross-border M+A of greatest interest to technology and life science companies. Topics to be discussed include acquistions of patent portfolios and licensing companies, developments in public and private company deals, key legal issues in cross-border deals including FCPA, OFAC and antitrust, and other late breaking developments. The presentation will help the audience understand what's new in 2011, what we can expect in 2012, and what it means for your company.

An overview of significant corporate law developments of the past year. The discussion will include late-breaking events as of the date of the All Hands Meeting, and will likely include the following topics: (1) an update on the implementation of Dodd-Frank, including whistleblowers, clawbacks, conflict minerals, compensation committee independence, and enhanced compensation disclosure; (2) the future of proxy access; (3) general expectations for the 2012 proxy season, including the continuing influence of shareholder proposals on governance developments; (4) other general corporate and best practice developments, including exclusive forum bylaws.

Today's antitrust crystal ball is even murkier than usual. Start-ups continue to drive innovation. Established companies have billions in cash reserves. Consolidation is inevitable. Yet, acquiring companies that compete in wholly separate markets no longer protects large companies from antitrust challenges. International expansion will receive stronger (and more coordinated) scrutiny from government agencies that have learned to cooperate. Continued trade in patents will expose patent purchasers to antitrust challenges. And as new technologies like cloud computing continue to blur once-clear concepts, courts will find long-established precedent unequal to a new generation of claims and theories. Start preparing now. Sleep soundly later.

At times, buying Directors & Officers Liability Insurance coverage feels as if you paid a huge premium only to buy another lawsuit, with the insurer failing to deliver on its promise to protect your Company and its Ds and Os. This presentation will highlight critical provisions to negotiate when placing your policy and strategies to follow when making a claim, to minimize potential disputes with insurers and maximize your insurance recovery.

A review of the year's biggest IP issues and trends for life science companies, from patentability to patent reform to biosimilars approval and litigation.

As 2011 draws to a close, several significant regulatory paradigm shifts have occurred or lay on the horizon. These include: (1) FDA promulgation of biosimilars requirements; (2) FDA resolution of reform measures to the 510(k) pathway for medical devices; (3) Dramatic changes in enforcement activity for HIPAA/HITECH violations; and (4) New developments in enforcement of anti-kickback, false claims act and off-label promotion violations. Attend this session to learn what risks and opportunities these developments present to your organization and catch up on the latest enforcement and regulatory issues.

A discussion of the hot law enforcement areas, with suggestions for ways you can ensure that your company avoids becoming law enforcement's next corporate target. This presentation will also point out how existing criminal laws can be used by companies, working with law enforcement, to protect and secure their valuable intellectual property.

Considerations for minimizing potential liability in product development and the design of clinical trials; liability issues facing manufacturers of biologics; an update on federal preemption; potential liability for failure to warn about another company's generic drug or biosimilar.

This presentation will focus on best practices for drafting licenses and commercial agreements for life sciences companies, including practical advice on how to address the legal and business concerns that are likely to drive your next deal. The presentation will also highlight the impact of antitrust and other laws that may restrict the enforceability of contractual provisions and will discuss steps that can be taken to ensure that your commercial agreements do not run afoul of these laws.

An in-depth discussion on globalization of Clinical Trials, addressing both the business and legal drivers. This presentation will discuss key contract issues when conducting clinical trials abroad, plus special ethical and legal issues in emerging regions. It will also discuss how relationships between Academic Medical Centers and CROs are evolving, and the industry and legal implications of this trend. This presentation is intended for business and legal representatives of life science companies conducting or considering conducting clinical trials in the United States and/or abroad. It is also intended for business and legal representatives of life sciences companies seeking marketing approvals from US FDA, EMEA or other regulatory authorities.

This presentation will focus on the best practices and critical success factors in negotiating global sourcing and technology agreements and will include strategies for maintaining pre-contract leverage throughout each stage of a transaction, providing appropriate incentives to ensure supplier performance and measuring and monitoring performance throughout the term of the contract.

This segment will present a mock negotiation regarding agreements for cloud computing services. It will present several scenarios that vary by scope such as type service, involvement of PII, international focus, and size of deal, and how key terms might be negotiated in each instance such as privacy/security, IP ownership and indemnification, term/termination, and liability limits.

How can you protect your confidential technology when you're commercializing it or disclosing it to business partners? How far can you go in licensing your trade secrets before you lose your right to enforce them? How do you avoid being "tainted" when you receive others' confidential information? In this session, we'll talk about the tension between letting someone else use your technology, and the need to continue to protect it as confidential and trade secret information. We'll also discuss some answers to these questions, including sample language, and we'll talk about the potential pitfalls of insisting on too much protection, consenting to too little, and giving or getting more information than you should.

While DRM is a long-established part of the online content landscape, the nature and breadth of DRM has evolved. Contractual DRM limitations now extend deeper into the software and hardware ecosystem that supports online digital content than ever before. With the recent rapid development of mobile platforms and offerings, technological developments often outpace capabilities and adoption of both traditional and nascent mobile DRM regimes, resulting in legal risk, conflict and uncertainty. This segment provides the current lay of the land and offers practical suggestions for understanding and implementing DRM agreements and managing through this uncertain environment.

The panel will discuss technology transfer, IP, and corporate issues arising out of technology spin-out and other technology divestiture transactions, including transactions divesting IP portfolios, product lines and business units. The panel will further explore alternative deal structures used in IP or technology divestiture transactions, as well as related transition services and other ancillary arrangements commonly implemented in connection with these transactions.

Indemnification clauses are potential landmines in many technology agreements. They are often given insufficient attention, which can result in significant unforeseen liabilities to vendors/licensors and customers/licensees. This presentation will focus on common pitfalls in indemnification provisions, with a discussion of the impact of various clauses on the allocation of risk between the parties and different approaches a party can take to mitigate its risk.

The interplay between reexam and litigation proceedings creates issues that must be dealt with strategically in each proceeding. Thinking has changed as reexamination has evolved in recent years. Discussed are real life examples of how cases play out regarding the decision to file; joint defense groups; tactics for reexamination in complex, multi-patent cases; impact on damages and remedies; and how things work on appeal to the Board and the Federal Circuit. Responding to criticisms on time-to-completion, reform legislation will expand the options available for challenging patents to include new review procedures that must be completed within one year, extendable to 18 months in unusual cases. Inter partes reexamination will be replaced with inter partes review proceedings and a new procedure will be created for post-grant review, both to be adjudicated by a three-judge panel of the Patent Trial and Appeal Board. Settlement of the inter partes review eliminates any estoppels against the parties. This session will explore recent developments in reexamination, including how the new procedures are expected to operate in practice and their likely impact in litigation strategy.

IP has reached center stage in global business strategy. Understanding the IP legal systems in key Asian markets is paramount to successful entry and continued growth. This interactive discussion on IP issues will look at recent trends, pitfalls to avoid, and what's important to know about protection in China, Japan, and Taiwan. With each country at a different maturation level with regard to its IP legal system, we will offer perspectives that highlight differences as well as commonalities.

The more things change, the more they stay the same. Or do they? With technology developing faster than courts can reach decisions, staying on the “right” side of copyright law (if there is such a thing) has increasingly become a challenge. This presentation will explore developments in copyright law driven by changes in technology, the theories that are being pursued and the defenses that have developed in cases involving hardware, software and online services.

It is said that Claim Construction/Markman often imparts more certainty into cases allowing for possible resolution through motions for summary judgment or settlement. But, how can Markman be used more effectively to achieve short term (Motions for summary judgment or settlement) or long term (trial/appeal) goals. What are leading practitioners seeing as procedural or substantive trends in Markman proceedings? When are they deciding that the “uncertainty” in sticking with “ordinary meaning” and not construing terms will play to their advantage? How can Markman be used effectively to invalidate claims under Section 112 (for example, definiteness)? What are trends in the law that will impact your cases?

The ITC has long been a forum of choice for competitor-versus-competitor patent litigation, and its popularity has been growing in recent years, especially after the eBay decision limited the issuance of injunctions in district court cases. Non-practicing entities (NPEs) had rarely used the ITC, but recent changes in the "domestic industry" requirement have made the ITC more accessible to NPEs. This session will focus on recent developments and offer strategies for handling ITC cases brought by an NPE.

The law of joint infringement has become an increasingly common and potentially powerful defense, particularly in software/Internet cases where multiple parties may be required to perform all the steps of a method claim. What constitutes "control or direction" over the entire process such that every step is attributable to the controlling party, i.e., the "mastermind,” continues to evolve.

Wage and hour update, including the impact of Dukes and Concepcion, misclassification, off the clock, and California-specific issues, such as meal and rest, seating claims, and expense reimbursement. Included in the discussion will be what makes certain employers targets, how to handle reclassifying employees, and top 10 mistakes employers make in the wage and hour arena.

A summary of the latest legal developments and trends in the ever-changing landscape of workplace privacy, emphasizing the impact of social media and the use of mobile devices. This presentation will offer practical insights and strategies arising out of recent landmark decisions, including Quon v. Arch Wireless, and how these rulings should guide decisionmaking by employers about background checks, hiring and selection, monitoring of electronic communications, and discipline for policy abuses. MODERATOR: Richard Gray, VP and Group General Counsel, Spirent Communications, Inc.

Disability discrimination claims are on the rise. In California, disability-related charges now account for more than 40% of all claims filed with the Department of Fair Employment and Housing. Managing employees with disabilities can be complicated, as the rules keep evolving and the number of claims continues to rise. It is critical for employers to be aware of their legal obligations and understand what types of conditions can give rise to protection under the disability bias laws. In this session, we will explore the latest developments in managing disabled workers in compliance with federal and California law. We will look at recent developments regarding the "interactive process" and an employer’s reasonable accommodation obligation. We’ll also examine specific issues, such as managing absenteeism within the bounds of the law, when drug use and alcoholism can be considered a protected disability, intermittent leave as an accommodation and stress as a disability.

In an increasingly competitive business environment, it is essential for companies to understand the legal tools they can use to protect their intellectual property. Please join us for a conversation covering issues of protecting trade secrets and enforcing restrictive covenants. We will focus on practical steps employers may consider implementing in both the hiring context and with respect to outgoing employees. The program will also review recent changes to the law, including the implications of the Ninth Circuit's decision in USA v. Nosal. The conversation will cover the following topics: (1) Preventing disclosure and misuse of trade secrets and other confidential information; (2) Tips for drafting and enforcing agreements and policies designed to protect proprietary information; (3) Employee-retention strategies and other methods for motivating employees; and (4) Considerations when hiring employees who may be subject to restrictive covenants or who have had exposure to third-party confidential information.

Join us for a discussion, led by Co-Chair of Littler’s Whistleblowing and Retaliation Practice Group, Greg Keating, on the prevention of whistleblower and retaliation claims, including: (1) Innovative strategies for encouraging internal reports by whistleblowers; (2) Evaluating potential external reporting obligations; and (3) Policies and procedures optimally designed to create a culture of compliance. The discussion will also provide the latest legal updates, with a particular emphasis on the Dodd-Frank Act and the regulations issued by various government agencies. This presentation welcomes attendee interaction, so be sure to take this opportunity to ask specific questions and concerns that are keeping you up at night!

This panel will explore the practical implications of recent rulings within the California landscape, and provide analysis and strategies for in-house legal departments and HR professionals.