CLE Materials: General Counsel Roundtable
Materials by Session
Opening Keynote: Demystifying Corporate Oversight Duties, The Honorable Lori W. Will, Delaware Court of Chancery, Vice Chancellor
Decades ago, Delaware courts recognized that directors’ fiduciary duties require them to oversee the company’s operations and primary risks. No such claims survived the pleading stage until recently, when several cases were found viable amid an explosion of oversight litigation. This trend raises important questions about how boards, officers, and their advisors can navigate the growing risk portfolio of the modern corporation. In this session, Vice Chancellor Will of the Delaware Court of Chancery will address current developments in Delaware law and provide guidance on best practices.
Panel 1: Navigating Partisan Politics in the U.S. and Abroad
The last few years have brought an unprecedented level of partisan politics in the U.S., and the coming election year in the U.S. is projected to further heighten these political tensions. The associated societal impact of this partisanship is similarly unprecedented, making the consumption choice not only an economic decision of tastes, but in some cases, a deeply political one. As a result, a company’s decision of whether or not to speak on political issues has the potential to attract or alienate consumers. In this context, companies have been placed in challenging positions to determine whether to make a statement or remain silent on political matters. This panel will lead a discussion on the decision calculus and potential consequences of wading into politics or staying silent. This panel will also discuss related issues arising from this expansion of partisanship in society.
- Senate Joint Resolution to Overturn Citizens United
- Stoll-Corporate Political Speech
- Stratmann-Corporate Political Activity
Panel 2: General Counsel/Chief Legal Officer as Business Partner & Lawyer
The best companies combine excellence in economic performance with conscientious adherence to the law. More than any other corporate officer, the general counsel/chief legal officer embodies this dynamic combination and supports the company toward this goal. Additionally, the courts construe general counsel’s attorney-client privilege differently across the federal circuits which leaves open questions about acting as both a business partner and a lawyer. This panel will explore the multiple dimensions of the general counsel as both business partner and lawyer and share experiences of how panelists have juggled the sometimes competing demands of both priorities to come to positions that fulfill both important requirements of the office.
- Dual Purpose Test: Compiled Cases
- Heineman-Resolving Partner-Guardian Tension
- Heineman-The General Counsel as Lawyer-Statesman
Fireside Chat with Professor Eric Posner and Assistant Attorney General Jonathan Kanter
This Fireside Chat will explore the policy and enforcement priorities of Mr. Kanter and a synopsis of the Division’s key matters in the previous year, including the release of the 2023 Merger Guidelines. The 2023 Guidelines provide an understanding of how the Antitrust Division and the Federal Trade Commission evaluate proposed transactions.
- Assistant Attorney General Jonathan Kanter-Remarks at Fordham Competition Law Institute's International Antitrust Law and Policy Conference
- 2023 Merger Guidelines
Panel 3: Managing Major Company Litigation
Large corporations often face litigation and government investigations that pose major risks and sometimes threaten the core of their business. Managing these cases requires in-house lawyers to respond to demands from powerful government agencies, negotiate complex multi-party settlements, assemble and manage large teams of outside lawyers, and generally become crisis management experts. This panel will lead a discussion on high stakes litigation and investigations and explore the best practices for responding to the challenges they present.
Panel 4: Technology and the Practice of Law: Responding to Developments in Artificial Intelligence, Machine Learning, & Cyber Risk
Technological development tends to outpace the law governing it. The recent developments in artificial intelligence, machine learning, and cyber risk are no exception. These developments spur not only demand for new legal rules, but also guidelines for novel ethical dilemmas that bar associations strive to adopt in a timely way. This panel will address the new laws and ethical guidelines needed for artificial intelligence, machine learning, and cyber risk and how corporate legal officers have adapted their counsel to companies in light of the rapid development of these technologies and associated risks.