2017 All Hands Meeting
October 18 Session
Corporate & Regulatory Track Agenda

9:00AM-10:00AM   Room 203/204
DC Regulatory: Spotlight on Antitrust and CFIUS

Jamillia Ferris & Beth George
Wilson Sonsini Goodrich & Rosati PC

New administrations are expected to bring new priorities to the regulatory arena, but it takes time for patterns to emerge. This presentation will review the expected changes and emerging trends in current U.S. antitrust and CFIUS policies and priorities, with a particular focus on the regulatory environment for M&A in the technology sector.

10:30AM-12:00PM   Room 203/204
Designing Joint Ventures: Managing Legal, Governance, Tax and Capital Complexity

Stephen Salmon, Ron Cami, Rachel Kleinberg & Michelle Ontiveros Gross
Davis Polk & Wardwell LLP

Our multidisciplinary panel of attorneys will present a joint venture case study which highlights the complex legal, governance, finance, and tax issues to be addressed at the establishment of a joint venture to maximize the prospect of a successful partnership. The panel will discuss key considerations in joint venture formation, including legal structure alternatives, governance and control protocols, capital contributions and calls, allocating financial and legal liabilities, and exit rights.

1:30PM-2:15PM   Room 203/204
Corporate Governance Update

Kathleen Wells & Tad Freese
Latham & Watkins LLP

This year’s Corporate Governance Update will cover topics ranging from shareholder activism trends and proxy advisor policies regarding structural and procedural defenses, including for IPO companies, recent examples of non-voting and limited voting stock structures used by tech companies, director independence and related case studies, cyber security, pay ratio disclosure, recent SEC announcements regarding confidential submissions and more. The presentation will focus on best practices with practical examples of challenging governance situations.

2:20PM-3:05PM   Room 203/204
For this I went to law school? In-house counsel as risk manager

Tyler Gerking & Erica Villanueva/Christine Hiler
Farella Braun + Martel LLP/Lyft, Inc.

As companies restructure or streamline their operations, in-house counsel must manage an ever-broadening array of tasks. One of the many functions migrating into corporate law departments is risk management – assessing the company’s insurance requirements, purchasing adequate insurance coverage and managing insurance claims. While these tasks may seem like an odd fit within the corporate law function, good risk management is often intertwined with tasks that are clearly within the province of the legal department. Understanding that an effective risk management strategy will always depend on strong external support from insurance brokers and insurance coverage counsel, in-house counsel must understand their companies’ risk profiles and goals, as well as learn to delegate effectively various tasks to the correct internal resource or external service provider. In this presentation, we will provide suggested guidelines and best practices for in-house counsel handling the risk management function, particularly in today’s cyber-focused environment.

3:30PM-4:30PM   Room 203/204
Stop Thief! or All's Fair In Love, War and Employee Mobility?

Carolyn Luedtke & Laura Smolowe
Munger Tolles & Olson LLP

Crimestopper Tips for protecting trade secrets and protecting against claims of trade secret theft, with an emphasis on the impact and application of the 2016 Federal Defend Trade Secrets Act.

Please Note: Program details are subject to change without notice

2017 Participating Law Firms & Companies