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  1. 1. 345 Park Avenue South New York, New York 10010 PRESORTED FIRST CLASS MAIL US POSTAGE PAID Burlington, VT Permit NO. 21 The Seventeenth Annual Presents General Counsel C O N F E R E N C E Register Today! June 6-7, 2005 The St. Regis Hotel Call 800-888-8300 New York, New York x9191 212-313-9191 Attend and Earn CLE Credit register@almevents.com www.almevents.com
  2. 2. Presents The Seventeenth Annual Chairpersons: Steven R. Andrews General Counsel Senior Vice President of Law and Human Resources ShopKo, Inc. Green Bay, Wisconsin Kenneth V. Handal Executive Vice President and General Counsel Computer Associates International, Inc. Islandia, New York Luncheon Addresses: Monday June 6, 2005 C O N F E R E N C E Noah J. Hanft General Counsel and Corporate Secretary MasterCard International Purchase, New York Tuesday June 7, 2005 Lanny Davis Partner Orrick, Herrington & Sutcliffe LLP June 6-7, 2005 Former Specialist Counsel for President Clinton The St. Regis Hotel Washington, D.C. New York, New York Attend and Earn CLE Credit Register Today! www.almevents.com 800-888-8300 x9191 or (212) 313-9191 Premium Sponsor:
  3. 3. It is essential for the leader of the 21st century law department In today's electronic business world where transactions can to be a highly skilled attorney and an individual with keen happen in the blink of an eye, it is imperative that GCs retain business acumen. flexibility and open lines of communication amidst the flurry of To help you succeed in today’s dynamic, fast-paced business constant changes and regulations. climate, Corporate Counsel Magazine and ALM Events are Our Day 1 keynote luncheon address “The Evolution of the pleased to present Law Department,” presented by Noah J. Hanft, General The 17th Annual Counsel and Corporate Secretary, MasterCard International, GENERAL COUNSEL CONFERENCE directly underscores the need for law departments to be This unique event, which draws over 100 General Counsel adaptable in the face of change. Our Day 2 keynote speaker, from around the country, representing a broad cross section Lanny Davis, Partner, Orrick, Herrington & Sutcliffe LLP and of industries, is a powerful peer-to-peer learning and informa- Former Specialist Counsel for President Clinton, will present tional exchange opportunity. “The Integration of Legal and PR Disciplines,” highlighting the importance of internal, as well as external, communications. Topics for discussion will include: New Challenges in Antitrust Join us June 6th - 7th in New York City M&A: General Counsel as Deal Maker As an attendee, not only will you benefit by receiving updates The Movement Toward Self-Governing Corporate Cultures on substantive areas of law and topical matters impacting Improving Your Productivity Through Innovative Uses of general counsel, you will also profit from participating in Technology thought-provoking discussions with our top-notch faculty. Protecting Your Intellectual Property Today’s Evolving Corporation: How to Hire and Retain Top You will come away from this event with innovative ideas Legal Talent and approaches — prepared to address the needs of your Labor and Employment: Nine Topics for General Counsel company, regardless of what tomorrow may bring. Keeping the Cost of Litigation Down Without Compromising Your Outcomes Working Effectively With Your Board of Directors Register Today! Premium Sponsor: Corporate Sponsors: Luncheon Sponsors: Corporate Sponsors: Luncheon Sponsors: Cocktail Reception Sponsor:
  4. 4. Chairpersons: Luncheon Addresses: Steven R. Andrews Kenneth V. Handal Noah J. Hanft Lanny Davis Senior Vice President of Law Executive Vice President and General Counsel and Partner and Human Resources General Counsel Corporate Secretary Orrick, Herrington & Sutcliffe ShopKo, Inc. Computer Associates MasterCard International LLP Green Bay, Wisconsin International, Inc. Purchase, New York Former Specialist Counsel for Islandia, New York President Clinton Washington, D.C. Martin D. Beirne Marc Gary Doug Lankler Howard Rosenblatt Managing Partner Executive Vice President Assistant General Counsel Partner Beirne, Maynard & Parsons, L.L.P. & General Counsel Pfizer, Inc. Howrey LLP BellSouth Corporation New York, New York Brussels, Belgium Houston, Texas Atlanta, Georgia Richard P Bernard . Peter M. Lieb Faiza Saeed Senior Vice President, General Partner Executive Vice President Adam B. Gilbert Counsel and Secretary Partner Cravath, Swaine & Moore LLP & General Counsel Symbol Technologies, Inc. Nixon Peabody LLP New York, New York New York Stock Exchange, Inc. Holtsville, New York New York, New York New York, New York Paul Salvatore John Lord Partner Paul Brabant Kenneth L. Glazer Chairman Proskauer Rose LLP Director, Consulting Services Chief Counsel for nMatrix, Inc. New York, New York Competition Law New York, New York nMatrix, Inc. The Coca-Cola Company New York, New York Thomas R. McCormick Dov Seidman Atlanta, Georgia Chairman and Associate General Counsel David M. Brodsky Director, Global Ethics Chief Executive Officer Partner, Co-Chair, Securities Richards Gordon LRN and Compliance Managing Partner Los Angeles, California Litigation and Professional The Dow Chemical Company Major, Hagen & Africa Liability Practice Group Midland, Michigan Boston, Massachusetts Samuel H. Solomon Latham & Watkins LLP Ravi Motwani Chairman & CEO New York, New York Cherie Hernandez Vice President and Labor Counsel DOAR Litigation Consulting Senior Product Manager Polo Ralph Lauren Lynbrook, New York Jon P Christiansen . Litigation Management Lyndhurst, New Jersey Partner Products J. William Speros, Esq. Foley & Lardner LLP CT Corporation Gretchen M. Olive Attorney/Consultant Milwaukee, Wisconsin New York, New York Associate General Counsel and Attorney Consulting in Litigation Manager, IP Services Management Terrance J. Clark John Howard Corporation Service Company Cleveland, Ohio Co-Chair National Intellectual (CSC) General Counsel Property Practice Wilmington, Delaware Ryan K. Stafford W. W. Grainger Greenberg Traurig LLP Lake Forrest, Illinois Vice President & General Counsel Los Angeles, California Matt Den Ouden, Esq. Tyco Engineered Products & Services National Director - Strategic Exeter, New Hampshire William Kellermann, Esq. Accounts Michele Coleman Mayes Director, Corporate Legal Systems TyMetrix Senior Vice President and Summation Legal Technologies, Inc. Hartford, Connecticut Paul Sutton Co-Chair, National Intellectual General Counsel San Francisco, California Property Practice Pitney Bowes Inc. Paul L. Robert Greenberg Traurig LLP Stamford, Connecticut Sylvia Kerrigan Associate General Counsel & New York, New York Assistant General Counsel – Director, Contracts & James D. Dasso Litigation, Human Resources Compliance United Technologies John M. Taladay Partner and Environmental Partner Corporation Foley & Lardner LLP Marathon Oil Company Howrey LLP Hartford, Connecticut Chicago, Illinois Houston, Texas Washington, DC Robert A. Feinberg Michael Kraft Deputy General Counsel General Counsel ALM New York, New York Kraft Kennedy & Lesser, Inc. New York, New York Faculty
  5. 5. Agenda Monday June 6, 2005 11:45-12:45 The General Counsel as Deal Maker: Mergers and Acquisitions 8:30-9:00 Continental Breakfast and Registration Lessons learned from 2004's largest deals Common deal-making pitfalls to avoid 9:00-9:15 Welcoming Remarks After effects of SOX Understanding Section 404 9:15-10:15 Labor & Employment Law: Getting your deal through the Delaware courts Nine Important Issues for General Counsel Faiza Saeed in 2005 Partner Practicing proactive HR management Cravath, Swaine & Moore LLP Staying out of court The future of age discrimination claims 12:45-2:15 Luncheon and Keynote Address ERISA class actions The Evolution of the Law Department Managing international issues Severance agreement and non-competes Noah J. Hanft Card check/neutrality agreements General Counsel and Corporate Secretary FLSA compliance MasterCard International Managing outside counsel costs Purchase, New York Ravi Motwani Hosted By Vice President and Labor Counsel Polo Ralph Lauren Paul Salvatore Partner Proskauer Rose LLP 2:15-3:15 New Challenges in Antitrust 10:15-11:30 The Convergence of Reputation U.S. antitrust agencies under fire: Have Oracle and Arch Coal led to new opportunities for Management, Enterprise Risk merging companies? Management, Compliance and Culture The escalating risk of Sherman Act Section 2 Forces from the Sentencing Guidelines to NYSE list- liability: What lessons do Conwood, LePages ing requirements have aligned to create a new and Dentsply hold for antitrust counsellors? standard for corporate behavior. The focus has The changing landscape of EC Merger Review: been changed from simple rule-based compliance What do the new merger regulations, guidelines to creating self-governing corporate cultures. and Tetra Laval portend for concentrations in How do you make this shift? Europe? How do you manage corporate risk, build and protect your reputation? Kenneth L. Glazer Meeting new governance challenges and at the Chief Counsel for Competition Law same time, creating self-governing, "do-it right" The Coca-Cola Company cultures? Howard Rosenblatt Partner Moderator Howrey, LLP Dov Seidman John M. Taladay Chairman and Chief Executive Officer Partner LRN Howrey, LLP Panel 3:15-3:30 Afternoon Break Richard P Bernard . Executive Vice President & General Counsel 3:30-5:00 For Better or for Worse: How and Why New York Stock Exchange, Inc. Life Has Changed for the General Doug Lankler Counsel Assistant General Counsel The era of increased corporate governance Pfizer, Inc. has created the opportunity for in-house attorneys to enhance their stature within Thomas R. McCormick management and in the boardroom — all Associate General Counsel with its accompanying risks. A distinguished Director, Global Ethics and Compliance panel of experts examines whether this is all for The Dow Chemical Company the better or for the worse; and how and why the life of the General Counsel has changed. Paul L. Robert What new risks and pressures have emerged for Associate General Counsel & the General Counsel? Director, Contracts & Compliance What work remains for the General Counsel in the United Technologies Corporation pursuit of good governance? What, in fact, is for the better? 11:30-11:45 Mid-Morning Break What, in fact, is worse?
  6. 6. Agenda Steven R. Andrews • Makes fees more predictable Senior Vice President of Law and Human Resources • Promotes agreement with the client on strategy ShopKo, Inc. and tactics • Helps in allocation of internal resources Marc Gary Beyond the billable hour: The migration toward Executive Vice President & General Counsel alternative billing BellSouth Corporation • Why some companies seek alternative fee Adam Gilbert arrangements and others do not Partner • Types of legal work that are best suited to Nixon Peabody LLP alternatives • Establishing the necessary mutual trust and Michele Coleman Mayes safeguards to make alternative fee Senior Vice President and General Counsel arrangements work Pitney Bowes Inc. • Alternative billing as a means to stronger relationships, reduced costs, predictable costs, 5:00 Cocktail Reception efficient resolution of matters and shared accountability Hosted by • Alternative billing models Martin D. Beirne Managing Partner Beirne, Maynard & Parsons, L.L.P. Sylvia Kerrigan Assistant General Counsel – Litigation, Human Tuesday June 7, 2005 Resources and Environmental Marathon Oil Company 9:00-10:00 Effectively Working with Your Board of Samuel H. Solomon Directors Chairman & CEO What the GC expects from the Board and what DOAR Litigation Consulting the Board expects from the GC Era of hostility 11:00-11:15 Mid-Morning Break Understanding, assessing and minimizing liability Dealing with the possibility of multiple 11:15-12:15 Litigation Alternate Fee Agreements: privileges, partial or complete waivers and Real World Provisions and Alternatives third-party exposure Increasingly, litigation services are provided pur- suant to an agreement other than the venerable David M. Brodsky "billable hour". This presentation will involve a Partner, Co-Chair, Securities Litigation and discussion of the many types of alternate fee Professional Liability Practice Group arrangements and the situations in which a Latham & Watkins LLP particular type of arrangement is appropriate. The authors will go beyond a discussion of mere John Howard concepts to present suggested contract language General Counsel and tips for maintaining a harmonious relationship W. W. Grainger between attorney and client when sharing the risks Peter M. Lieb of the litigation. Senior Vice President, General Counsel and Secretary Jon P Christiansen . Symbol Technologies, Inc. Partner Foley & Lardner LLP 10:00-11:00 Managing the Costs of Litigation In every survey, General Counsel report the cost James D. Dasso of litigation as their number one concern. In diffi- Partner cult economic times, they are often forced to Foley & Lardner LLP operate on shoestring budgets and cut legal costs any way they can. At the same time, neither 12:15-1:30 Luncheon and Keynote Address they nor their CEOs, boards of directors, nor shareholders want to see unfavorable litigation The Integration of Legal and PR Disciplines: outcomes. In their effort to balance cost reduc- The Imperatives of the Post-Enron, tions and the demand for quality work, GCs are Post-Sarbanes Oxley Age turning to case budgeting and alternative billing methods as logical solutions. Lanny Davis Partner Topics of discussion will include: Orrick, Herrington & Sutcliffe LLP How litigation budgeting helps GCs Former Specialist Counsel for President Clinton • Predict the costs of litigation and factor it into the overall financial goals of the company Hosted By • Understand in greater detail the real value they are receiving for their legal spending How the outside law firm also benefits from case budgeting
  7. 7. Agenda 1:30-2:15 Electronic Discovery — And Other 3:30-4:15 Today’s Evolving Corporation: How to Associated Nightmares for Corporate Hire and Retain Top Legal Talent Counsel With global expansion, industry consolidation and Strategies for responding to: "We just received this corporate restructuring, companies need new subpoena — what should we do first?" strategies for hiring and retaining top legal talent. In Strategies for cost containment from the outset this session, we’ll discuss innovative approaches to: and during the conduct of e-discovery based Sourcing the "right fit" for your team litigation Addressing pros and cons of corporate culture Recent court decisions: Spoliation and the and, as a leader, communicating expectations inadvertent attraction of US jurisdiction and inspiring commitment Long-term strategies Positioning the long-term future of the company Risk Management Considerations: and personal growth opportunities Sarbanes Oxley Interplay of traditional compensation and benefits incentives vs. draw of a dynamic work Michael Kraft environment General Counsel GC's management role in making it all happen Kraft Kennedy & Lesser, Inc. Richards Gordon John Lord Chairman Managing Partner nMatrix, Inc. Major, Hagen & Africa Paul Brabant Ryan K. Stafford Director, Consulting Services Vice President & General Counsel nMatrix, Inc. Tyco Engineered Products & Services 2:15-3:15 Effectively Managing Your Company's 4:15-5:15 What is on Your Desktop? Emerging IP Assets: Questions — Asked and Technology for the Law Department This session will examine currently available Answered technology and technology coming online in the Assessing your IP assets in industry context: near term to support the law department. Areas of Can you really rely upon a “right to use” non- specific focus will include: infringement opinion? New technologies for the acquisition, Unlocking hidden IP assets through the IP audit distribution and support of service of process, What are the values of “business method patents” and are design patents worth pursuing? early assessment, matter initiation and matter Can we protect our global domain name and assignment branding strategies on the Internet? Tools for matter management collaboration How to generate licensing revenue without giving and integration with outside counsel invoicing, competitors critical IP rights cost control and matter metrics acquisition Counterfeiting and enforcement strategies: what and analysis are the best global IP protections? Integrated tools for evidence management for Media access and freedom of information regulatory compliance and discovery response requests: is your "confidential IP" confidential? Moderator How to build trade dress rights into your products What is the value of an exculpatory opinion, and J. William Speros, Esq. does it make sense to waive privilege? Attorney - Consultant Attorney Consulting in Litigation Management Terence J. Clark Co-Chair National Intellectual Property Practice Panel Greenberg Traurig LLP Cherie Hernandez Robert A. Feinberg Senior Product Manager Deputy General Counsel Litigation Management Products ALM CT Corporation Gretchen M. Olive William Kellermann, Esq. Associate General Counsel and Manager, IP Services Director, Corporate Legal Systems Corporation Service Company (CSC) Summation Legal Technologies, Inc. Paul Sutton Matt Den Ouden, Esq. Co-Chair National Intellectual Property Practice National Director - Strategic Accounts Greenberg Traurig LLP TyMetrix 3:15-3:30 Afternoon Break 5:15 Conference Adjourns
  8. 8. Registration How To Register Corporate Counsel Presents Phone: (800) 888-8300 x 9191 or (212) 313-9191 Fax: (212) 481-8276 E-mail: register@almevents.com The 17th Annual Web Site: www.almevents.com Mail: 345 Park Avenue South, New York, NY 10010 General Counsel Conference When you register by phone, fax or e-mail, please give the follow- June 6-7, 2005 ing information: the name of the seminar; the dates and location and the code above your name on the mailing label. The St. Regis Hotel, New York City Registration Fees Early Bird Discount — Before May 6, 2005 In-House Counsel Single Registration Rate $1095 In-House Counsel Group Registration Rate $995 per person (Groups IN-HOUSE COUNSEL: $995 per person of 3 or More) Group Rate of $895 per person (based on 3 or more) Outside Counsel Single Registration Rate $1995 OUTSIDE COUNSEL: $1,895 per person Outside Counsel Group Registration Rate $1895 per person (Groups Group Rate of $1795 per person (based on 3 or more) of 3 or More). Early Bird Discounts and Deadlines Registration Fee — After May 6, 2005 The Early Bird Discount is available for both single and group regis- trations. In order to qualify for this discounted rate, please register IN-HOUSE COUNSEL: $1,095 per person by May 6, 2005. Group Rate of $995 per person (based on 3 or more) In-House Counsel Early Bird Discount Single Registration Rate $995 OUTSIDE COUNSEL: $1,995 per person In-House Counsel Early Bird Discount Group Registration Rate $895 Group Rate of $1895 per person (based on 3 or more) per person (Groups of 3 or More) Outside Counsel Early Bird Discount Single Registration Rate $1895 Handbook & Audio Tapes Outside Counsel Early Bird Discount Group Registration Rate $1795 I cannot attend but would like to purchase: per person (Groups of 3 or More). Audio Tapes Only $395 _____________________ CLE Continuing Legal Education Credit Handbook & Audio Tapes $495 _____________________ ALM (formerly American Lawyer Media) has been certified by the Indicate number of manuals/tape sets desired. Residents of CA, New York State Continuing Legal Education Board as an CT, DE, FL, GA, IL, MA, NJ, NY, PA, TX and Washington DC, please add Accredited Provider of the continuing legal education programs appropriate sales tax [2004-2007]. This program has been approved for experienced attorneys in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 14.5 First Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ______________________________________________ credit hours. CLE credit is NOT available to transitional attorneys (those admitted to practice two years or less) in New York. Last Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ______________________________________________ We certify that this seminar has been approved for MCLE credit by Title _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___________________________________________________ the State Bar of California In the amount of 12 credit hours. ALM is a State Bar of California provider Firm _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___________________________________________________ ALM will apply for approval of seminars in states requiring legal education, subject to the rules, regulations and restrictions dictated Address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ________________________________________________ by those state organizations. For specific information about CLE contact Lazette Jackson at (212) 545-5947 or e-mail cle@amlaw.com. City _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___________________________________________________ Tuition Assistance Tuition assistance is based on need and is available upon State _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _Zip _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ________________________ _______________________ application. Special consideration is given to public interest lawyers, government lawyers and recently admitted solo practi- Telephone _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ______________________________________________ tioners. To receive an application form, please call our Registrar at (800) 888-8300 x 9191 or email register@almevents.com. E-Mail _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __________________________________________________ Conference Handbook & Audio Tapes Audiotapes of the conference and the handbook of written materi- Method of Payment: als are available for purchase. Residents of CA, CT, DE, FL, GA, IL, MA, Check enclosed for $_ _ _ _ _ _ _ _ (Payable to ALMEVENTS ) ________ ® NJ, NY, PA, TX and Washington DC, please add appropriate sales tax. To order these items, simply check the appropriate box on the reg- Charge my credit card: istration form and provide credit card information or payment. All Mastercard Visa American Express meeting materials will ship within six weeks of the conference. Handbook & Audio Tapes $495 Card No. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _Exp. Date _ _ _ _ _ ______________________ _____ Audio Tapes Only $395 Signature _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___________________________________ Conference Venue The St. Regis Hotel After attending, I wish to receive continuing Two East 55th Street, at Fifth Avenue New York, NY 10022 education credits for Phone: (212) 753-4500 Fax: (212) 787-3447 CLE Bar # _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ in the state of _ _ _ _ _ _ ______________ _____ Substitutions and Cancellations I do not wish to receive information on future ALM Substitutions may be made at any time. Cancellations are accept- Events Conferences. ed and registration fees refunded (less a $100 cancellation fee) if notice is received in writing by May 16, 2005. If cancellation is Please indicate additional registrants on your firm’s stationery. received after May 16, 2005 the fee will be applied toward another upcoming ALM Event. Return Form with payment to: ALM Events If, for any reason ALM Events cancels this conference, it is not 345 Park Avenue South, New York, NY 10010 responsible for any costs (including travel and hotel accommoda- tions) incurred by the registrant. Code: 56COR1