This panel will be part legal update and part “best practices” presentation for companies that send notices and those that respond. There have been some interesting recent legal developments in the DMCA / contributory infringement / take-down world. Legal standards in this area are evolving and diverging, and responsibilities are uncertain for companies involved in online businesses, including hosts, cloud companies, search engines, privacy services, registrars, etc. Meanwhile, perhaps capitalizing on this ambiguity in the law, content-owning companies increasingly resort to large-scale take down notice campaigns as an alternative to litigation. How can companies that seek to stop piratical, and other unlawful, online behavior best take advantage of the evolving rules concerning secondary liability and take down obligations? How can companies who receive notices adopt practices that minimize exposure and avoid imposition of affirmative monitoring and policing duties?

This presentation is designed to bring counsel at technology companies up to date on a variety of corporate issues, including: (1) Dodd-Frank – year in review, including NYSE/Nasdaq compensation committee and compensation advisor rules, conflict minerals, etc.; (2) Current areas of SEC focus – IPOs and ’34 Act reports; (3) Proxy season – 2012 in review and topics of interest for 2013, including ISS initiatives on ‘say on pay’; and (4) Corporate governance and the IPO process - including JOBS Act-related decision points and disclosures.

A discussion of the latest trends in M&A and corporate governance in the Eurozone and other European countries, including the UK. Despite recession and an uncertain outlook for the future, deals are still happening, particularly in areas where technology and communications meet. Trends in deal terms, regulatory developments and learnings from recent transactions will all feature in this talk.

Privacy risks keeping you up at night? 2012 has brought an alarming escalation of enforcement by US state and federal regulators, a barrage of private class actions, and constant media coverage of privacy incidents and issues. Hear about the latest privacy law issues that should be on your companies radar including do-not-track, kids privacy, mobile privacy issues, big data, and cloud privacy. Also, learn from a leading industry expert about practical considerations and solutions available to website owners and advertisers struggling to conduct online and mobile advertising, tracking, profiling, and analytics in a privacy compliant manner.

In 2012, data security became the number one concern of both boards of directors and general counsels according to a survey of 11,340 directors and 1,957 general counsel. And with good reason. A cybersecurity breach may not just be costly in terms of remediation and litigation costing millions (or tens of millions) of dollars, but directly threaten the functioning of a company. In the face of pervasive cyber threats and almost daily cyber breaches, what steps can be taken in advance to prevent serious cybersecurity incidents and, if prevention fails, manage a crisis resulting from a cybersecurity breach? Our discussion will focus on the critical role of legal counsel in ensuring a company has put in place measures to mitigate cyber threats and respond to a cybersecurity crisis. Experts will discuss the rapid legal developments in the cybersecurity area and the lessons learned from advising a wide range of companies on preventing and responding to cybersecurity incidents.

Tax issues do not usually occupy much of the attention of General Counsel. Transfer pricing is often an exception, because of the magnitude of both potential liabilities and negative publicity. This presentation is intended to bring counsel up to date on the evolving state of the law internationally, the most difficult and contentious issues, and best practices for identifying and managing transfer pricing risk.

This year-in-review segment will discuss: The narrowing scope of patent-eligible subject matter; How commercial manufacturing method patents may be exempt from infringement under Section 271; Indirect infringement, even where no one directly infringes; Liability for selling a method in the United States even if performance of the method is off shore; Settlements and Hatch-Waxman suits (the FTC Is watching).

Recent months have brought substantial changes in law and regulation affecting life sciences companies. This session will identify and discuss practical implications for pharmaceutical, biotechnology, and medical device companies of key provisions of new laws, including the Food and Drug Administration Safety and Innovation Act, and current trends in regulation and enforcement, including in the areas of cGMP and quality systems. We will also draw on our experience working with various types of companies, as well as our recent experience in-house, to provide tips to aid in-house counsel in communicating and working collaboratively with internal business clients.

Successful development and in-licensing relationships are critical to building value in a medical device or biotechnology company. Understanding and avoiding common pitfalls is key to an effective strategy for development and in-license agreements. A discussion of practical tips to securing solid, lasting rights which can be exploited by the company, its collaboration partners and acquirers.

Commercial distribution and sale of drugs, diagnostics and medical devices presents a special set of challenges that are different from those that arise during product development. This presentation will explore the range of agreements that govern the commercialization phase in the life sciences industry, including agreements for co-promotion, supply, distribution (domestic and ex-U.S.), services (e.g., billing) and pharmacovigilance. We will focus on key take-aways and best practices to help you manage the complex and often overlooked issues that arise from the distribution and sale of your drug, diagnostic and medical device products around the world, with an emphasis on real-world examples.

A discussion of privacy, FTC enforcement issues, behavioral advertising, cyber-security, and many other topics related to information, and its emerging role in today's economy.

This presentation will discuss: Key elements of FCPA; Enforcement of FCPA in the healthcare industry; How to avoid or minimize liability; Impact of Dodd-Frank; The future of FCPA.

This session will review evolving legal considerations as enterprises adopt cloud-based computing services. Issues considered include: (1) trends in migration from managed IT infrastructure to Information as a Service (IAAS) models; (2) reallocation of customer / supplier responsibilities in IAAS models; (3) enterprise software licensing models in the cloud; (4) data security considerations specific to cloud computing; (5) failover and redundancy requirements in the cloud; and (6) SLAs for cloud-based services.

In this session, two veteran licensing partners will deconstruct a Technology OEM Agreement, illuminating the key points of contention between OEM customers and vendors in a complex procurement scenario and sharing their insights regarding core issues in technology transactions, including: (1) Anticipating, articulating and responding to typical arguments and positions; (2) Protecting intellectual property interests of both parties; (3) Identifying industry-standard outcomes for key risk allocation, liability, and other standard provisions; and (4) Negotiating win-win solutions without sacrificing core values. The presentation will focus on a real-world example of a typical Technology OEM Agreement negotiated between an early stage vendor and a Global 100 OEM customer.

Protecting and enforcing intellectual property rights in Government contracts provides an overview of how a business can get, keep, and enforce its IP rights even when it is receiving money from the government. The speakers, authors of a leading treatise on the subject, will address the government contracting and granting process, vehicles for protecting IP when working with or for the government, and remedies for infringement if all else fails.

The negotiation of international distribution agreements presents a complex set of challenges for companies intent on taking full advantage of the global economy for their products and services. This session focuses on red flags and land mines in these types of agreements, including which laws will govern the relationship; exceptions and carve-outs to the rights of the parties imposed from outside of the agreement, including consumer protection and privacy rules and bans on hardcore vertical restrictions and other competition law issues; the use of bifurcated jurisdictions and forums; common drafting pitfalls involving the scope of the agreement; recent developments under the US Foreign Corrupt Practices Act and UK anti-bribery laws applicable to distributorships; special risks posed by hybrid license or agency contracts, including recommended structures for joint manufacturing license and distribution agreements in commercially treacherous jurisdictions and the unexpected and unwelcome reach of the EU Commercial Agents Directive; and rights of termination and compensation. The presentation also includes useful drafting examples and recommended best practices for those responsible for negotiating key distribution agreements for your company.

The scope of insurance and indemnity provisions in technology-related agreements is often a hot topic. Too often, these provisions fail to accomplish their goals, or lead to disputes that readily could be minimized. The issues arise in a wide range of agreements, including license and sales, finance and loan, joint venture, vendor, lease, and sales/acquisition/rights agreements. We will address common indemnity and insurance provisions and the mistakes made; insurance issues related to transfers of intellectual property rights; and approaches to better ensure that indemnity and insurance provisions accomplish their intent, providing practical guidance and sample contract language.

Technology licensing can create tremendous opportunities for a company, it can also be the source of catastrophic problems. The constantly evolving legal, regulatory and technical landscape generates new issues for lawyers at an ever accelerating pace. Whether licensing patents, copyrights, trade secrets or trademarks, new technologies often have a broad and unpredictable impact on structuring, drafting and negotiating technology licenses. This presentation will address some of the more complex and practical issues that arise in technology licensing agreements including: outsourcing, open source, cloud computing, big data, privacy and security.

Where patent infringement claims are litigated can often dramatically affect the progress, process, and outcomes of patent litigation. Various factors contribute to the popularity of certain venues, while constant changes in the legal landscape have caused subtle and sometimes not-so-subtle shifts in where patentees and accused infringers choose to file suit. This panel examines the latest jurisdictional trends in patent litigation, including the impacts of those trends on the popularity of the ITC and various district courts (including the Eastern District of Texas and Delaware) as venues for resolving patent disputes.

This discussion will focus on recent developments in the area of claim construction, such as how courts are dealing with claim construction in multi-defendant or consolidated cases, and how the AIA may influence the Markman process. The panel will also touch on recent developments in the law and practice, such as whether the de novo standard will continue to survive, how courts treat plain meaning if there is a competing construction, and the use of expert testimony during a Markman hearing.

Just when you thought you had your patenting strategies all figured out, the most drastic changes in patent law in many years arrive. In view of those changes, make sure you are not operating on outdated principles and find ways to take advantage of the new law. This session will address specific areas where companies can maximize potential benefits and avoid pitfalls of the new law.

What happens when the steps of a patented method are allegedly performed by multiple entities, but no one entity performs all of the steps? This issue of "joint infringement" (or "divided infringement") is becoming more prevalent in patent cases. Our panel will discuss the recent en banc decisions in the Akamai and McKesson cases, in particular, (1) the effect, if any, of the nature of the relationship between the relevant actors on direct or indirect infringement allegations, and (2) liability for inducing infringement or contributory infringement where separate entities perform separate steps of a patented method.

The panel will discuss strategies companies use to augment their patent portfolio for defensive purposes. Topics include how to direct internal development to achieve specific objectives, with representative examples; the nuts and bolts of patent acquisitions, including identification of assets, valuation methodologies, risks, and due diligence considerations; and the evolving use of defensive patent aggregation organizations. Perspectives include those of both established and emerging technology companies in a variety of industries.

Join us for a “Damages Update” on issues that may significantly impact your exposure (or recovery) in high-stakes patent litigation. The panel will provide an update on the current status of the law regarding: (i) the changing landscape for using comparable licenses to determine royalty damages and/or reliance on other evidence to benchmark damages; (ii) determining royalty damages for standards-based patents; and (iii) plaintiffs’ ever more creative attempts to obtain royalties on your world-wide sales and the interplay with extraterritoriality restriction in patent law.

Do California’s myriad leave of absence laws leave you struggling to effectively manage your workforce? How much must you do to accommodate a disabled employee? This session will examine leave of absence and disability accommodation obligations under federal and California law, focusing in particular on new or changed requirements for California employers under the proposed new disability regulations. We will consider issues related to replacement, termination, and return to work by disabled employees; applying performance standards to employees with disabilities; and what to do if an employee’s misconduct is caused by a disability. There will be a “Jeopardy”-style quiz and tips for in-house employment counsel to advise management on this area of the law, which has seen an increasing amount of litigation.

Mobile devices allow employees to get work done nearly anywhere, from home to the airport to the neighborhood coffee shop offering free WiFi. This flexibility can benefit both employees and employers, but it presents unique risks that employers may not have fully considered. Our panel will discuss employment law challenges that can arise in managing today’s mobile workforce, and will provide practical tips to help you address these legal and business risks. Topics include: (1) Wage and hour issues. What are the wage and hour “gotchas” arising from a mobile workforce? What can an employer do to reduce its chances of being a defendant in a wage and hour class action? (2) Employee privacy and data security. How does the growing use of social media, cloud computing, smartphones and other mobile and wireless devices affect an employer’s existing policies and procedures? What safeguards should be implemented before allowing employees to use their personally-owned mobile devices for work purposes? What laws may restrict an employer’s ability to monitor employees outside of the workplace? (3) Trade secrets and restrictive covenants. What steps can you take to prevent the copying, emailing, or printing of valuable secrets? To what extent can a post by an employee on a social media site jeopardize the trade secret status of your company information? When is “friending” solicitation? What litigation strategies can you use if your trade secrets are disclosed?

Employment-related class actions are still on the rise, with wage & hour class and collective actions far outpacing all other types of class actions. This panel will discuss the most recent and important court decisions in the wage & hour arena and provide critical insights on how to avoid the most common mistakes employers make that can lead to expensive and frustrating individual employee claims and often multi-million dollar class claims.

State and federal laws impact the procedures and criteria that employers can use to make hiring decisions. Employers can incur penalties simply from having poorly-worded forms, and poor hiring and candidate-screening practices can unnecessarily expose employers to liability. This session will cover the various laws applicable to applicant screening and will provide practical guidance on hiring do's and don'ts to prevent liability risks in the hiring process. We will use hypotheticals and real-life examples to help you avoid the hidden hazards of applicant screening. Our focus will include the following: (1) The potential risks of using social media to screen applicants and evaluate candidates and practical tips on when and how it should be used; (2) When credit checks can be performed under California law; (3) The EEOC's new guidance on criminal background checks and what it means for employers; and (4) How relying on background check forms and releases provided by third-party services might not be as safe as you think.

Are your employees asked to sign a handbook acknowledgement that states they are employed at-will? Do you have a complaint procedure that prohibits employees from discussing an ongoing investigation with their coworkers? Does your social media policy prohibit the use of the Company's logo or trademark? If so, you should attend this session to learn why the National Labor Relations Board (“NLRB”) may consider your policies unlawful. The NRLB has traditionally concerned itself primarily with issues relating to union organizing and collective bargaining. Recently, however, the agency has greatly expanded its enforcement efforts against non-union employers – issuing a flurry of decisions and advice memoranda that invalidate a wide variety of corporate policies and procedures on the ground that they may impinge employees' Section 7 rights. The Board is also applying increased scrutiny to disciplinary decisions made by non-union employers – vowing on its website that if non-union "employees are fired, suspended, or otherwise penalized for taking part in protected group activity, the National Labor Relations Board will fight to restore what was unlawfully taken away." This session will review these developments, explore their impact on non-union employers and provide approaches such employers can take to minimize their risk of violating the NLRA.

Fed/OSHA and state-OSH agencies are paying increasing attention to technology and life science workplaces, with a particular focus on chemical and occupational drug exposures, as well as infrastructure issues (contractor safety, electrical safety, heat stress, confined spaces, etc.). At the same time, we are seeing more aggressive civil and criminal enforcement and changes in state appeals procedures that are not employer friendly. This fast-moving, highly practical session will cover important enforcement trends, regulatory and statutory changes, and cases that impact tech and life science employers. Attendees will learn “best practice” and “next best practice” responses for these trends and issues.