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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
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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. 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. 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. 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. 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. 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. 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
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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)
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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:
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