Corporate Counsel College - International Association of Defense ...

International Association of Defense Counsel
Corporate Counsel College
April 25-26, 2013 The Ritz-Carlton Chicago, Illinois
Photograph by Dane Penland,
Collection of the Supreme Court
of the United States
Staying Ahead in a Continually
Changing Corporate World
Highlights
• Keynote Speaker: Justice Sandra Day O’Connor
• A View from the Bench - The Perspectives of Appellate and Trial Judges
• White Collar Criminal Enforcement
• Developing Expertise in Employment and Labor Law
• The Real General Counsels - A Panel Reality Show Featuring the Best of the
Best
• Handling the Catastrophic Claim - It’s Probably Not the End of the World as
You Know It (Hopefully!)
• Stephen R. Martin II on the Ethics of Corporate Compliance

THURSDAY, APRIL 25, 2013
7:30 – 8:15 a.m. CONTINENTAL BREAKFAST
8:15 – 8:30 a.m. OPENING REMARKS
George S. Hodges, Corporate Counsel College Dean
Hodges Walsh & Slater LLP, White Plains, NY USA
Quentin F. Urquhart Jr., IADC President
Irwin Fritchie Urquhart & Moore LLC, New Orleans, LA USA
8:30 – 10:00 a.m.
WHITE COLLAR CRIMINAL ENFORCEMENT: SUBJECT
MATTER EXPANSION, TRENDS AND “NEW” GUIDANCE
2012 brought high-profile white collar enforcement developments
that signal new challenges for corporations, executives and inhouse
counsel. Highlights include the indictment of BP employees
on involuntary manslaughter and obstruction of justice charges,
the congressional and criminal probes of a Massachusetts drug
compounding company regarding its possible role in a deadly
meningitis outbreak, the sex scandal implicating officials at
Penn State University, the Department of Justice’s long awaited
“guidance” on the Foreign Corrupt Practices Act, and the Second
Circuit’s recent ruling in United States v. Caronia, holding that
the First Amendment can be a valid defense to charges involving
off-label promotion of drugs and medical devices. Our panel
of seasoned white-collar practitioners, former prosecutors
and in-house counsel will discuss the implications of these
developments for companies and in-house counsel. Learn how to
identify the fact patterns that may distinguish criminal from civil
enforcement, how to avoid charges that stem from missteps during
an investigation, how to recognize when the facts might signal
that company executives are personally at risk of prosecution for
conduct in which they did not participate, and how to use the new
FCPA Guidance to stay ahead of the compliance curve.
Moderator: Patrick J. Conlon, Coordinator - Compliance
Litigation, Exxon Mobil Corporation, Houston, TX USA
Panelists: Thomas C. Frongillo, Fish & Richardson P.C.,
Boston, MA USA; Peggy Kubicz Hall, Greene Espel P.L.L.P.,
Minneapolis, MN USA; William E. Lawler, III, Vinson &
Elkins, LLP, Washington DC USA; James M. Zappa, Associate
General Counsel - International Operations, 3 M Legal Affairs,
St. Paul, MN USA
10:00 – 10:15 a.m. REFRESHMENT BREAK
10:15 – 11:45 a.m.
THE REAL GENERAL COUNSEL OF AMERICA - A REALITY
SHOW
Get the inside truth about the concerns of today’s General
Counsel, including building relationships with outside counsel,
hiring and building a legal department, handling relationships
with the CEO and Board, and find out what outside counsel
can do to help. Hear our experts, who have served as leaders
at companies such as State Farm, Louisville Slugger, Pepsico,
International Paper and FedEx, candidly discuss the reality of
dealing with the Justice Department and other government
agencies as well as the myriad of crises that can befall any
company. This will be a panel you won’t want to miss as it explores
what really happens in the GC office and how outside counsel can
best aide and assist.
SCHEDULE
Moderator: Connie Lewis Lensing, Senior Vice President
of Litigation and Employment, FedEx Express, Memphis, TN,
USA
Panelists: Bruce M. Gack, Vice President and Assistant
General Counsel, The Kroger Co., Cincinnati, OH USA;
Jeffrey W. Jackson, Senior Vice President, General
Counsel, State Farm Mutual Automobile Insurance Company,
Bloomington, IL, USA; Steve Lyverse, General Counsel,
Hillerich & Bradsby Co., Louisville, KY USA; Maura Abeln
Smith, Former General Counsel PepsiCo, International Paper
and Owens Corning, New Canaan, CT USA
11:45 a.m. – 1:15 p.m. LUNCHEON AND KEYNOTE SPEAKER
Justice Sandra Day O’Connor
Retired U.S. Supreme Court Associate Justice
Sandra Day O’Connor will tell the remarkable
story of how she went from a cowgirl growing up
on an Arizona cattle ranch to serving as the first
woman on the United States Supreme Court in Washington, DC.
Her wide-ranging talk will cover her remarkable career, from
the early days of struggling to find work as a lawyer to the fateful
phone call that changed American history. Justice O’Connor will
also discuss how a grandmother became a champion for video
games, why civic education is more important now than ever,
and the vital work she and her organization iCivics are doing to
reinvigorate our nation’s commitment to civic learning.
1:15 – 1:30 p.m. BREAK
1:30 – 3:00 p.m.
WHO WANTS TO BE AN EMPLOYMENT AND LABOR LAW
EXPERT?
Employment claims and lawsuits are among the most costly and
time-consuming losses facing companies today. With the rise
in discrimination charges and employment lawsuits, in-house
counsel find it increasingly necessary to develop an expertise in
employment and labor law. However, in this ever-changing legal
climate, it is often difficult to do. Join our panel of experienced
counsel for an interactive discussion of a variety of employment
and labor law issues facing companies today, including recent
initiatives by the National Labor Relations Board regarding
common workplace policies and procedures; guidelines
from the Equal Employment Opportunity Commission on
background checks, as well as the challenges when defending
a lawsuit brought by the EEOC; considerations for effective
case assessments; strategies for and when to employ alternative
dispute resolution mechanisms; and a few other helpful tips along
the way. And, just maybe, we’ll have a little fun in the process.
Moderator: Molly Hughes Cherry, Nexsen Pruet, LLC,
Charleston, SC USA
Panelists: Mitchell F. Borger, Vice President and Assistant
General Counsel, Macy’s Inc., New York, NY USA; Jeana
M. Littrell, Vice President Employment Litigation, FedEx
Express, Memphis, TN USA; Aldos Vance, Altec, Inc.,
Birmingham, AL USA; Zachary B. Ward, Counsel, Glaxo
Smith Kline, Research Triangle Park, NC USA
3:00– 3:15 p.m. REFRESHMENT BREAK

Thursday, April 25 continued
3:15 – 4:15 p.m.
CORPORATE COMPLIANCE AND GOVERNMENTAL
REGULATIONS - THE ETHICAL PERSPECTIVE
Stephen R. Martin, II has a long history of handling corporate
compliance and governmental investigations as an in-house
counsel and compliance officer to several major corporations, a
former federal and state prosecutor, a corporate consultant and
a business ethics professor. Mr. Martin has extensive experience
developing, implementing, evaluating and enhancing corporate
compliance/ethics programs internationally. He addresses a wide
range of regulatory and compliance issues, including FCPA, anticorruption/anti-bribery,
antitrust, privacy and data protection,
UK Bribery Act and Dodd-Frank Act, environmental, M&A/due
diligence and third-party/supply chain compliance.
Mr. Martin is the Managing Director of Baker & McKenzie
Compliance, a compliance consulting and advisory services
subsidiary of Baker & McKenzie LLP. Baker & McKenzie
Compliance works with clients globally in all aspects of
compliance program design, evaluation, implementation,
maintenance, monitoring and auditing.
Speaker: Stephen R. Martin, II, Director of Compliance,
Baker & McKenzie Compliance, Washington, DC USA
4:15 – 5:40 p.m.
HANDLING THE CATASTROPHIC CLAIM - IT’S PROBABLY NOT
THE END OF THE WORLD AS YOU KNOW IT (HOPEFULLY!)
Literature has suggested that many general counsel and senior
managers share a common and recurring nightmare – they learn
about a potentially crippling corporate catastrophe and/or careerdefining
problem for the first time just as its about to make the
news – or worse – it is the news! Neither they nor their colleagues
saw it coming or, if they did, they woefully miscalculated how
bad it could get, how large and multifaceted the company’s
exposure could be, how relentless and destructive media coverage
is, and just how many zeros there are in a devastating multimillion/billion
dollar jury award or settlement. When headlinemaking
problems arise, companies must be prepared to move
quickly and in a number of diverse directions.
A panel of experienced and nationally renowned in-house
lawyers, outside trial counsel, a senior insurance complex claims
manager and a crisis communication/media management expert
will discuss best practices when companies are confronted with
such nightmare scenarios. The panel will look at actions to be
considered when a product recall is identified, a catastrophic
environmental hazard is exposed, or a devastating financial
miscalculation or transgression has been uncovered. The panel
will discuss what to do before the first lawsuit is filed, after
litigation has commenced, and when a mind-numbing verdict is
awarded. We will consider such issues as pre-suit investigations;
media management; forum choices; retention of lawyers with
appropriate legal skill sets (e.g. investigatory, government action,
civil, criminal, class action, regulatory, employment, corporate
defense, officers’ and directors’ fiduciary duties; litigation funding
and alternative fee considerations; and what to do when a ten
figure jury verdict or settlement is announced.
Panelists: Christy D. Jones, Butler Snow, Ridgeland, MS USA;
Mark O. Krueger, Minnesota Lawyers Mutual, Minneapolis,
MN USA; Dan McGinn, CEO McGinn and Company,
Washington, DC USA; Richard W. Silbert, Vice President and
Associate General Counsel, Purdue Pharma, Stamford, CT USA;
Paul F. Strain, Venable LLP, Baltimore, MD USA
5:40 – 5:45 p.m.
CONCLUDING COMMENTS FOR DAY 1
George S. Hodges, Corporate Counsel College Dean
Hodges Walsh & Slater LLP, White Plains, NY USA
5:45 – 7:15 p.m. COCKTAIL RECEPTION
Sponsored by Thomas G. Oakes Associates
FRIDAY, APRIL 26, 2013
7:30 – 8:30 a.m. CONTINENTAL BREAKFAST
8:30 – 10:00 a.m.
A VIEW FROM THE BENCH
While entitled “A View from the Bench,” the “View from In-House
Counsel” is equally a feature of this program.
• To some, our judicial system affords final resolution of issues, while
to others it seems to offer only moving targets for compliance.
• To some, courts provide certainty through application of the rule of
law, while to others they provide just the opposite through verdicts
that are virtually unpredictable.
• And to many, trial of a case is so expensive that sound business
judgment dictates settlement, even in a case of no apparent liability.
This program offers in-house counsel and those who represent them
the opportunity to dialogue with both trial and appellate judges,
exploring these and other issues of particular interest to in-house
counsel.
Moderator: Robert D. Hunter, Altec, Inc., Birmingham, AL USA
Panelists: Hon. Bernice B. Donald, United States Court of
Appeals for the Sixth Circuit, Memphis, TN USA; Hon. Marjorie
O. Rendell, United States Court of Appeals for the Third Circuit,
Philadelphia, PA USA
10:00 – 10:15 a.m. REFRESHMENT BREAK
10:15 – 11:30 a.m.
HOT TOPICS: WHAT ISSUES ARE NEAR AND DEAR TO YOUR
HEART AND KEEP YOU AWAKE AT NIGHT
This is an open ended discussion of the current and future status of
areas of practice and procedure most relevant to all in attendance.
This also will include developments of interest and significance since
the brochure was printed. All registered participants will be contacted
several weeks before the College to offer input on topics for discussion.
Moderator: William C. Cleveland, III, Womble Carlyle
Sandridge & Rice, PLLC, Charleston SC USA
11:30 – 11:45 a.m. CLOSING REMARKS
George S. Hodges, Corporate Counsel College Dean
Hodges Walsh & Slater LLP, White Plains, NY USA
Robert D. Hunter, Corporate Counsel College Dean-Elect
Altec, Inc., Birmingham, AL USA
Moderator: William G. Porter, Vorys, Sater, Seymour and
Pease LLP, Columbus, Ohio USA

COLLEGE GENERAL INFORMATION
Location
The Ritz-Carlton Chicago
160 East Pearson Street, Chicago, IL 60611 Phone: 312.266.1000 Fax: 312.266.1194
www.fourseasons.com/chicagorc/
The Ritz-Carlton Chicago (A Four Seasons Hotel) is set atop Water Tower Place, high above prestigious North Michigan Avenue, and it
features exquisite décor, intuitive service, and one of the city’s most acclaimed restaurants. The Ritz-Carlton Chicago offers a setting of
unmistakable grandeur, ideal for business or for leisure.
Reservations and Room Rates
The room rate, which is subject to the current applicable occupancy and sales tax per room, per night, is $250 for a Deluxe Room with a
maximum of 3 adults per room. An additional charge of $40 per night will be assessed for a 4th adult in a room. In order to make your
hotel reservation you must first register for the meeting with the IADC. Once registered, a code will be generated by the IADC along
with your registration confirmation that will allow you to secure a hotel room at The Ritz-Carlton. You must call the hotel directly and
request the Reservations Department. Reservations must be made prior to Thursday, April 3, 2013. Unused rooms held for this meeting will
be released on this date. Any reservation requests received after April 3, 2013 will be accepted only on a space available basis at the group
rate. Please note that the room block may fill before April 3, so we encourage you to register with the IADC so that you can make your
hotel reservation early. Cancellations must be made at least 24 hours in advance of check-in by 6:00 p.m. CST on date of scheduled arrival
to avoid forfeiture of first night room deposit. Check-in time is 3 p.m. and check-out time is 12 noon CST.
Ground Transportation
Average one-way cab fare to the hotel from O’Hare International Airport is $40-$50 and from Midway Airport is $35-$45. GO Airport
Express provides service from both O’Hare and Midway airports to downtown Chicago for discounted fares. For more information, please
visit the GO Airport Express Website at www.airportexpress.com.
Climate and Dress
When packing for your trip, please note that average temperatures in Chicago this time of year range from a high of 65 degrees Fahrenheit
to a low of 45 degrees Fahrenheit. Business attire is recommended for the meeting.
Registration Fees and Procedures
IADC outside counsel members – contact your in-house clients today and invite them to join you at the Corporate Counsel College.
Outside counsel members and partners of members can attend the College only if they are accompanied by a client. The package
registration fee is $1,675 (includes one outside counsel and one in-house client). Fee for first additional client: $700; second additional
client: $650; third or greater additional client: $600. For in-house counsel and insurance executive members and in-house counsel and
insurance executive non-members who are attending on their own, the fee is $750. Please fill out the registration form and send it to the
IADC office or register online at www.iadclaw.org.
CLE Credit
Approximately 9 hours of general CLE credit in 60-minute states and 10.8 hours of general CLE credit in 50-minute states will be
requested for accreditation from all mandatory continuing legal education jurisdictions.
CPD Credit (U.K. and Canada)
The IADC is an Authorised Provider of CPD Credit with the Solicitors Regulation Authority of England and Wales. The IADC is also
a Pre-Approved Provider of CPD Credit with the Law Society of British Columbia. The Quebec CPD Committee recognizes courses
approved by other Canadian bars as approved in Quebec. 9 CPD credits are available for attendance at the Corporate Counsel College.
Cancellation Policies
Registration Fee: A CASH REFUND, less a $150 processing fee, will be made if a written notice of cancellation is received by the
IADC office more than thirty (30) days prior to the first day of the meeting. No reason for the cancellation need be provided for a timely
notice of cancellation. NO CASH REFUND will be made if notice of cancellation is received by the IADC office thirty (30) days or less
prior to the first day of the meeting. However, if special circumstances arise before the meeting which prevent attendance, a member
may request a future meeting credit. The request needs to be in writing and submitted to the IADC office. It should be directed to the
Finance Committee’s attention and note the special circumstances which caused cancellation. The credit request can only apply to meeting
registration fees (not air, hotel, activity, tour, or special event fees) and, if approved, will be valid for use toward any IADC meeting for one
(1) year from the date of the meeting for which credit is requested. A $150 processing fee will be deducted from the total future meeting
credit. All future meeting credit requests will be considered by the Finance Committee and the decision of that Committee will be final.
A Special Note for the Disabled
The IADC wishes to ensure that no individual with a disability is treated differently from other individuals because of the absence of
auxiliary aids and services. If you are in need of auxiliary aids or services, please contact Andrew Miller at amiller@iadclaw.org. For all
other questions, please contact Amy O’Maley, Director of Professional Development, at aomaley@iadclaw.org.
General Sponsors
Reception Sponsor

2013 CORPORATE COUNSEL COLLEGE REGISTRATION FORM
DATE: April 25-26, 2013 • LOCATION: The Ritz-Carlton, Chicago, Illinois USA
IADC OUTSIDE COUNSEL MEMBER AND CORPORATE CLIENT PACKAGE
$1,675
IADC outside counsel members must bring an in-house client to attend. Fee includes registration for member and client.
IADC MEMBER OUTSIDE COUNSEL INFORMATION
NAME
NAME ON BADGE
FIRM NAME
BUSINESS ADDRESS
CITY STATE ZIP COUNTRY
BUSINESS PHONE
BUSINESS FAX
E-MAIL ADDRESS
U.S. STATE BAR NUMBER(S) FOR ALL STATES WHERE LICENSED
U.K. SOLICITOR IDENTIFIER NUMBER (if applicable)
IN-HOUSE CLIENT INFORMATION
NAME
NAME ON BADGE
COMPANY NAME
BUSINESS ADDRESS
CITY STATE ZIP COUNTRY
BUSINESS PHONE
BUSINESS FAX
E-MAIL ADDRESS
U.S. STATE BAR NUMBER(S) FOR ALL STATES WHERE LICENSED
U.K. SOLICITOR IDENTIFIER NUMBER (if applicable)
INSURANCE EXECUTIVE AND IN-HOUSE COUNSEL ATTENDEE
For in-house counsel and insurance executive members and non-members who are attending on their own or for additional
clients attending with an outside counsel IADC member. For members bringing additional clients, the fee for the first additional
client is $700; second additional client is $650; and third or greater additional clients are $600 each.
$750
NAME
NAME ON BADGE
COMPANY NAME
BUSINESS ADDRESS
CITY STATE ZIP COUNTRY
BUSINESS PHONE
BUSINESS FAX
E-MAIL ADDRESS
U.S. STATE BAR NUMBER(S) FOR ALL STATES WHERE LICENSED
U.K. SOLICITOR IDENTIFIER NUMBER (if applicable)
TOTAL AMOUNT ENCLOSED $
PAYMENT
Complete and mail or fax form with payment to: IADC, 303 West Madison, Suite 925, Chicago, IL 60606 or fax to 312.368.1854.
Check/Money Order (Payable to the IADC in USD)
AMEX Visa MasterCard
Number: Expiration Date: Security Code:
Name on Card:
Signature:
If you wish to pay by wire transfer, please contact the IADC for routing information.
Please note: You must register for the meeting prior to reserving rooms at the hotel. You will receive a code with your meeting confirmation that will
allow you to reserve a room at The Ritz-Carlton. Questions? Call 312.368.1494.
Questions?
International Association of Defense Counsel • 303 W Madison, Suite 925, Chicago, IL 60606 USA
Phone: 312.368.1494 Fax: 312.368.1854 Web: www.iadclaw.org

International Association
of Defense Counsel
303 West Madison, Suite 925
Chicago, IL 60606 USA
Presorted
First Class Mail
U. S. Postage
PAID
Bedford Park, IL
PERMIT NO. 205
College Advisory Board
A special thanks to each of the members of the Advisory Board for their effort
and expertise in making this Corporate Counsel College possible.
George S. Hodges, Dean
Hodges Walsh & Slater LLP, White Plains, NY USA
Robert D. Hunter, Dean-Elect
Altec, Inc., Birmingham, AL USA
Quentin F. Urquhart, Jr., IADC President
Irwin Fritchie Urquhart & Moore LLC, New Orleans, LA USA
Molly H. Craig, IADC President-Elect
Hood Law Firm LLC, Charleston, SC USA
William J. Perry, IADC Immediate Past President
Carter Perry Bailey LLP, London, England
Carla Archie, Wells Fargo, Charlotte, NC USA
Michael Bell, Electrolux North America, Charlotte, NC USA
Patrick J. Conlon, Exxon Mobil Corporation, Houston, TX USA
Thomas C. Frongillo, Fish & Richardson P.C., Boston, MA USA
Timothy J. Gephart, Minnesota Lawyers Mutual, Minneapolis, MN USA
Karen Hale, Abbott Laboratories, Abbott Park, IL USA
Patricia Hatler, Nationwide Insurance, Columbus, OH USA
Timika Shafeek-Horton, Duke Energy, Charlotte, NC USA
Connie Lewis Lensing, FedEx Express, Memphis, TN USA
Lawrence G. Muscarella, MTD Products, Inc., Valley City, OH USA
Alfred R. Paliani, Quality King Distributors, Inc., Bellport, NY USA
Marla S. Persky, Boehringer Ingelheim Corporation USA, Ridgefield, CT USA
Aldos Vance, Altec, Inc., Birmingham, AL USA
Todd Woods, Nissan North America, Inc., Franklin, TN USA
IADC Corporate Counsel College
April 25 - 26, 2013
The Ritz-Carlton, Chicago
Who should attend?
In-house counsel responsible for hiring
and managing outside counsel
Senior insurance industry executives
Corporate compliance officers
Senior executives and counsel to non-profit corporations
Heads of corporate governmental relations departments
Heads of litigation departments
Experienced outside defense trial counsel
The IADC Corporate Counsel College is designed to be an
interactive and dynamic learning experience that takes
advantage of the vast knowledge and experience of panelists,
in-house corporate counsel, and the outside counsel attendees.
While each session will follow a slightly different format,
panelists and moderators will share their experiences and
what they learned. The moderators will engage the audience
and panel members in a spirited and educational discussion
about the issues, sometimes posing hypothetical situations to
stimulate further discussion.
Don’t miss the 2013 Corporate Counsel College!