2015 All Hands Meeting
October 29 Session
Corporate & Regulatory Track Agenda

Country vs. Company: How In-House Counsel Can Prepare For and Respond to the Most Sophisticated Cyberattacks

Gus Coldebella/Sean Newell
Fish & Richardson, P.C./United States Department of Justice, National Security Division, Counterintelligence and Export Control Section

OPM. Sony. Anthem. Each of these attacks was reportedly carried out by a nation-state actor or by an attacker with nation-state ties. When countries target companies instead of other countries, must the company always lose? What measures can in-house counsel take to ward off such attacks? What can we do about the secondary effects of such attacks, including regulatory scrutiny and litigation? And what government resources are available if your company is the victim?

M&A: Unsolicited Offers and Seller Preparations

John Martin & Scott Mollett
Baker Botts L.L.P.

Announcements of unsolicited offers and the extended battles related to hostile acquisitions have become routine items in the popular and legal press. While strategies and case law related to responding to these threats abound, a significant component of any defense relates to a targetís initial defense profile prior to the unsolicited attention. This presentation will address M&A preparedness, including fundamental questions about a companyís defensive posture and professional advice regarding the first steps towards having your company ready for unexpected events and helping to ensure your directors are equipped to discharge their fiduciary duties.

Governance Update: Dueling with Activists

William Hinman, Kirsten Jensen & Atif Azher
Simpson Thacher & Bartlett LLP

As the number of activist campaigns continues to rise, general counsels at public companies of all sizes need to be prepared to advise their management and boards of directors in developing thoughtful strategic responses to increasingly sophisticated activist techniques. Join us for a discussion of some recent and evolving trends in responding to activists and associated governance considerations.

Technology Antitrust: Avoiding the Top 3 Emerging Regulatory Threats

Hanno Kaiser
Latham & Watkins LLP

Antitrust regulators are targeting successful technology companies with a new breed of theories and claims. In this session we will draw from recent cases and identify the top three emerging threats to technology companies and how to avoid them. Among the cases we will cover are U.S. v. Apple (2d Cir. 2015), N.Y. v. Actavis (2d Cir. 2015), and the impact of U.S. v. Amex (2d Cir. 2014) on multi-sided platforms. We will also touch upon recent DOJ and FTC enforcement actions and the theories underlying them.

It is All Connected: Minimizing Litigation and Regulatory Risks on the Internet of Things

Gregory Call & Cheryl Falvey/Eve Saltman
Crowell & Moring LLP/GoPro

The "Internet of Things" has been described as the "extension of the internet to the physical world" - sensors and actuators embedded in everyday devices to collect and share data via the Internet. Interconnected products offer consumers the ability to change their home thermostat settings from the office, view the live video feed from a nanny or pet-cam remotely, track their exercise habits or turn on or off a security alarm. These rapidly evolving technologies can offer significant consumer and commercial benefits, but also pose challenges for regulators, manufacturers and retailers as the worlds of high tech communication and interconnectivity collide with consumer product security and safety. Both regulators and the plaintiffs' bar will demand that interconnected products have safety and security designed into the product from the outset. Vulnerabilities will provide fodder for class action litigation alleging misrepresentations and consumer fraud in the advertising of products, and could lead to allegations of a failure to disclose or warn consumers of those vulnerabilities, recall or FTC action, fines and onerous compliance obligations with long-lasting regulatory oversight. Leveraging the benefits these products bring while minimizing litigation and regulatory risks and protecting intellectual property and ownership rights presents both opportunities and challenges. Join us to hear best practices to minimize risk of both class action litigation and regulatory action when launching interconnected products for both consumer and industrial use.

Preparing and Presenting the Executive Witness for Interrogation

Kevin Sadler
Baker Botts L.L.P.

When a corporation's senior executives must answer questions, under oath, in the course of a government investigation or civil litigation, there are significant risks to both the corporation and to the executives. The courtroom or interrogation room is not the boardroom, and an executive's skills and strengths routinely used in the corporate environment may well be ineffective, or worse, in responding to investigations or litigation. Examples abound of very successful and very smart executives performing less than convincingly in the litigation environment (W.H. Gates and W. J. Clinton are but two of too many). The task of preparing and presenting the executive to answer questions in an adversarial environment poses significant challenges for the executive, in-house counsel, and outside counsel. Drawing on more than 25 years experience as a trial lawyer, Kevin Sadler will provide specific and practical advice to assist counsel, both inside and outside the company, in navigating the minefield created when senior executives in a company are called upon to defend and explain their actions, and those of the corporation.

Please Note: Program details are subject to change without notice

2015 Participating Law Firms & Companies