This Webcast Will Begin Shortly
|
|
- Alyson Sparks
- 6 years ago
- Views:
Transcription
1 This Webcast Will Begin Shortly If you have any technical problems with the Webcast or the streaming audio, please contact us via at: Thank You! Pitfalls and Potholes for In House Counsel: Spotting and Avoiding Ethical Problems May 24, 2006 at 3:00 PM Eastern Presented by ACC s Small Law Departments Committee sponsored by LexisNexis and Meritas 1
2 Page 3 Negotiating with Non-Attorneys I m the sole in-house attorney for my company, Little Guy, Inc. and I do it all, including negotiating all contracts. My client just told me Little Guy is providing goods and services to Big Corp and I m to negotiate the terms of a contract, ASAP of course. I have an from Big Corp s Contract Manager with a template attached, asking for my comments and to set up a negotiating session with her some time today. I know that Big Corp has an extensive legal department I ve worked with their attorneys on other matters but the Contract Manager is my contact and we need to get the deal done today. Can I negotiate the terms of the contract directly with Big Corp s Contract Manager? If not, with whom do I need to speak to get the deal done? Model Rule 4.2 precludes a lawyer from communicating with a person the lawyer knows to be represented by a lawyer in the matter. In-house counsel are treated the same as outside counsel. Page 4 Negotiating with Non-Attorneys What if I am negotiating with a company that does not have in-house counsel but definitely hires law firms to do work for them? Actual knowledge is required to implicate Model Rule 4.2. Do I always need to disclose that I am an attorney and they may wish to have their attorney present? What if I am negotiating with an individual? For claims, I simply advise I am the attorney and negotiate. When contracts are signed multiple times by many people (contractors), they also sign an acknowledgement that they have read the document, understand it, and have been given the opportunity to discuss it with an attorney. Disclose that you are an attorney and whom you represent, and inquire as to whether the individual is represented by counsel. See Model Rule
3 Page 5 Attorney Client Privilege My title is General Counsel and Secretary. At Board of Directors meetings I take extensive notes on all issues discussed, including recommendations for resolving pending litigation and then prepare minutes of the meeting. Are the minutes protected by the attorney-client privilege? Are my notes protected by the attorney client privilege? What if I prepare an analysis of an ongoing government investigation into our company and recommended strategies for resolving it, and provide that to the Board of Directors at a meeting. Is that analysis protected by the privilege? Recommendations to the Board for resolving pending litigation should be protected by the attorney-client privilege. Attorney s notes and analysis are protected by the work product doctrine. Page 6 Attorney Client Privilege As Vice President and General Counsel (and internal auditor, unofficial inspector, unofficial advisor to various department heads, and the regular go-to person), I have many duties, some of which are clearly legal, some of which are clearly not legal but business, and some of which fall in that grey area in between the two. How can I determine what is privileged and what is not? Is there a litmus test? Is there anything I can do, if the issue were ever litigated, to help the court in determining what I worked on was privileged? Label appropriate documents as privileged or as Attorney Work Product. Privilege should be asserted in borderline cases. 3
4 Attorney Client Privilege One of the principals in my office, Little Guy, Inc. (although he is thinking of creating a d/b/a of either Know it All or Large Minded) likes to discuss various personal thoughts he has with me, including business strategy, thoughts behind reasoning for distributing or not distributing dividends, what he does not like about certain employees. Are all or even any of these issues privileged, simply because he is telling me, as the Little Guy s attorney? Client communications that may assist the attorney in formulating legal advice are arguably privileged. Simple, but always a problem the CEO likes to discuss issues that would otherwise be attorney-client privilege, except that he likes to have the discussions with other employees in the room. Sometimes they are officers and sometimes they are not. Is the conversation privileged as long as the individuals are employees, since I represent the corporation? Privilege may be lost if the communication is made in front of non-privileged persons who have no role in the underlying subject matter. Page 7 Who is the Client? My company is doing an internal investigation of potential accounting fraud. The Board has hired its own independent law firm to conduct the investigation. The Board s law firm has scheduled several interviews of current and former employees and, as in-house counsel, they have asked me to sit in on these interviews. Do I need to say anything to these current or former employees at the interview? If so, what should I say. Employees should be advised (1) of the nature of the investigation, (2) that the interview is privileged, (3) that the privilege belongs to the corporation, (4) that the corporation may elect to waive the privilege, and (5) that the outside and inside attorneys represent the corporation. Interviews with former employees may not be privileged. Is the situation different for investigation of a pending or potential EEOC complaint? Can I handle it myself (and keep it privileged) or does it need to be done by an outside attorney? The privilege applies equally to in-house or outside counsel. Page 8 4
5 Who is the Client? Another principal of the company has asked me to assist with a transfer of Little Guy stock he is selling at a discount to another family member and then work on his will once the first task is completed. I know there is a potential conflict in the first issue, but how do I address it and do I need to get permission from the entire board? Can I work on his will or do I need permission for that as well, since he is my boss and it is just a family owned company anyway? If not, how do I tell him I can t do the will and still keep my job? An attorney for the corporation may also represent officers, directors, shareholders, or employees, subject to normal conflict of interest rules. To the extent there is a conflict, the corporation s consent must be secured from a disinterested corporate official. Those questions were simple, but what about this an owner of Little Guy, Inc. has asked me to form his own company, My Own Company, LLC. He then wants me to assist with the purchase of some assets that My Own Company will lease to Little Guy. I think I may represent all three, but that does not seem right who do I represent and how do I handle it? (Just to keep me on my toes, after I draft the lease, he also wants me to sign it on behalf of Little Guy, since I am an officer of the corporation.) Page 9 Page 10 Who is the Client? We just fired an employee and he has now filed a complaint with the EEOC (and will eventually sue us pro se in federal court as well). The charge of harassment and discrimination lists witnesses who still work for the company as well as some who do not. With whom can I speak and keep the conversation privileged? Can I contact the fired employee if he is not represented by an attorney? Discussions with current employees should be protected by the attorney-client privilege. Discussions with former employees may not be privileged. If an individual adversary is not represented by counsel in the matter, in-house counsel may contact him or her subject to Model Rule
6 Reporting Up the Ladder I m the Assistant GC in a publicly traded company; our legal department consists of me and the General Counsel. I pretty much handle complex licensing agreements, although sometimes I help the GC on overflow work. Yesterday in the mail room, I overheard two people in the accounting department carping about the CFO and the entries he directs them to make at the end of each fiscal year. Also, one of them left a piece of paper in the copier it s a spreadsheet that shows guidance numbers and various ways to hit the numbers. I m no accounting expert but it all looks kind of fishy. What should I do? What should the AGC do; what should the GC do; what happens if nobody does any follow-up; once the AGC reports, does that person need to do anything further? Do the rules change if it s a privately held firm (and everyone wants to keep their jobs)? In a public company, Section 307 of Sarbanes-Oxley requires an attorney to report "evidence of a material violation." The reporting attorney may be required to report misconduct further up the ladder. In a privately-held company, general corporate law and the ethics rules govern and may impose similar up the ladder reporting obligations. See, e.g., Model Rule 1.13(b) Page 11 Page 12 Model Rule 4.2 Communication With Person Represented By Counsel In representing a client, a lawyer shall not communicate about the subject of the representation with a person the lawyer knows to be represented by another lawyer in the matter, unless the lawyer has the consent of the other lawyer or is authorized to do so by law or a court order. 6
7 Page 13 Model Rule 4.3 Dealing With Unrepresented Person In dealing on behalf of a client with a person who is not represented by counsel, a lawyer shall not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably should know that the unrepresented person misunderstands the lawyer s role in the matter, the lawyer shall make reasonable efforts to correct the misunderstanding. The lawyer shall not give legal advice to an unrepresented person, other than the advice to secure counsel, if the lawyer knows or reasonably should know that the interests of such a person are or have a reasonable possibility of being in conflict with the interests of the client. Page 14 Client-Lawyer Relationship Model Rule 1.13 Organization as Client (a) A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents. (b) If a lawyer for an organization knows that an officer, employee or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law that reasonably might be imputed to the organization, and that is likely to result in substantial injury to the organization, then the lawyer shall proceed as is reasonably necessary in the best interest of the organization. Unless the lawyer reasonably believes that it is not necessary in the best interest of the organization to do so, the lawyer shall refer the matter to higher authority in the organization, including, if warranted by the circumstances to the highest authority that can act on behalf of the organization as determined by applicable law. 7
8 Page 15 Client-Lawyer Relationship Model Rule 1.13 Organization as Client (contd.) (c) Except as provided in paragraph (d), if (1) despite the lawyer's efforts in accordance with paragraph (b) the highest authority that can act on behalf of the organization insists upon or fails to address in a timely and appropriate manner an action, or a refusal to act, that is clearly a violation of law, and (2) the lawyer reasonably believes that the violation is reasonably certain to result in substantial injury to the organization, then the lawyer may reveal information relating to the representation whether or not Rule 1.6 permits such disclosure, but only if and to the extent the lawyer reasonably believes necessary to prevent substantial injury to the organization. (d) Paragraph (c) shall not apply with respect to information relating to a lawyer's representation of an organization to investigate an alleged violation of law, or to defend the organization or an officer, employee or other constituent associated with the organization against a claim arising out of an alleged violation of law. Page 16 Client-Lawyer Relationship Model Rule 1.13 Organization as Client (contd.) (e) A lawyer who reasonably believes that he or she has been discharged because of the lawyer's actions taken pursuant to paragraphs (b) or (c), or who withdraws under circumstances that require or permit the lawyer to take action under either of those paragraphs, shall proceed as the lawyer reasonably believes necessary to assure that the organization's highest authority is informed of the lawyer's discharge or withdrawal. (f) In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, a lawyer shall explain the identity of the client when the lawyer knows or reasonably should know that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing. (g) A lawyer representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7. If the organization's consent to the dual representation is required by Rule 1.7, the consent shall be given by an appropriate official of the organization other than the individual who is to be represented, or by the shareholders. 8
9 SOX Sec. 307: Rules Of Professional Responsibility For Attorneys Page 17 Not later than 180 days after the date of enactment of this Act, the Commission shall issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers, including a rule 1) requiring an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the company or any agent thereof, to the chief legal counsel or the chief executive officer of the company (or the equivalent thereof); and 2) if the counsel or officer does not appropriately respond to the evidence (adopting, as necessary, appropriate remedial measures or sanctions with respect to the violation), requiring the attorney to report the evidence to the audit committee of the board of directors of the issuer or to another committee of the board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors. Attorney-Client Privilege A. A communication B. In confidence The presence of third parties will generally waive the privilege unless third party is nearly indispensable or serves some specialized purpose. C. For the purpose of seeking or obtaining legal advice or services Business advice is not subject to privilege. D. Between privileged persons Page 18 9
10 Work Product Doctrine Page 19 Federal Rule of Civil Procedure 26(b)(3) Codifies the Work Product Doctrine 1. Elements: a. Documents and tangible things otherwise discoverable b. Prepared in anticipation of litigation or for trial Documents not made in anticipation of litigation will not be protected; e.g., corporate deal documents; documents to prepare patent application c. By or for another party or by or for that other party s representative. Includes materials prepared by client, or paralegals, investigators, accountants, etc. working for attorneys Motivation for preparing document, rather than who prepared it, is most important factor 2. To overcome the qualified protection, the party seeking discovery must make a showing of a. Substantial need for the materials and b. Inability to obtain the substantial equivalent of the information without undue hardship Thank you for attending another presentation from ACC s Desktop Learning Webcasts Please be sure to complete the evaluation form for this program as your comments and ideas are helpful in planning future programs. You may also contact Jacqueline Windley at windley@acca.com This and other ACC webcasts have been recorded and are available, for one year after the presentation date, as archived webcasts at webcasts.acca.com. You can also find transcripts of these programs in ACC s Virtual Library at 10
THE SARBANES-OXLEY ACT The Attorney Conduct Rules (Section 307) DELVACCA Annual General Counsel Forum Union League of Philadelphia
THE SARBANES-OXLEY ACT The Attorney Conduct Rules (Section 307) DELVACCA Annual General Counsel Forum Union League of Philadelphia September 16, 2003 Section 307 of Sarbanes-Oxley: OVERVIEW Requires the
More informationMany Hats, One Set of Rules: Ethical Beartraps for In-House Counsel
Attorney Advertising Prior results do not guarantee a similar outcome Models used are not clients but may be representative of clients 777 E. Wisconsin Ave, Milwaukee,WI 53202 414.271.2400 Many Hats, One
More informationSELECT ILLINOIS RULES OF PROFESSIONAL CONDUCT
ILLINOIS SUPREME COURT COMMISSION ON PROFESSIONALISM The Buck Stops Here: Ethics and Professionalism for In-House Counsel SELECT ILLINOIS RULES OF PROFESSIONAL CONDUCT The Rules listed below are those
More informationFocus on the O in E&O
Focus on the O in E&O Stephanie Rubino, Assistant Vice President & Assistant Counsel and Kirk J. Raslowsky, Senior Vice President & Associate General Counsel I. Introduction E&O or Errors & Omissions are
More informationCIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003
Last Amended: May 9, 2017 Last Ratified: May 9, 2017 CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted by the Board of Directors October 22, 2003 I. PURPOSE The purpose of
More informationINTERNAL INVESTIGATIONS: AVOIDING PITFALLS. Sherilyn Pastor, McCarter & English, LLP (and) Rosemary Stewart, Hollingsworth LLP
INTERNAL INVESTIGATIONS: AVOIDING PITFALLS Sherilyn Pastor, McCarter & English, LLP (and) Rosemary Stewart, Hollingsworth LLP I. The use of internal investigations has increased significantly. Based on
More informationDue Diligence: The Sentencing Guidelines and the Lawyer s Role in Corporate Compliance and Ethics Programs. by Steven Carr
Due Diligence: The Sentencing Guidelines and the Lawyer s Role in Corporate Compliance and Ethics Programs by Steven Carr North Carolina Bar Foundation Continuing Legal Education December 9, 2005 Due Diligence:
More informationETHICAL HAZARDS THAT CONFRONT CORPORATE COUNSEL
ETHICAL HAZARDS THAT CONFRONT CORPORATE COUNSEL GUEST SPEAKERS SARAH MENENDEZ Senior Litigation Counsel T +1.713.918.1039 sarah_menendez@bmc.com SEAN GORMAN Trial Partner T +1.713.221.1221 sean.gorman@bracewell.com
More informationSARBANES OXLEY ATTORNEY RESPONSIBILITY STANDARDS
SARBANES OXLEY ATTORNEY RESPONSIBILITY STANDARDS DEBRA G. HATTER, Houston Haynes & Boone State Bar Of Texas 2 ND ANNUAL ADVANCED IN-HOUSE COUNSEL COURSE August 14-15, 2003 San Antonio, Texas CHAPTER 9
More informationGREENWOOD HALL, INC.
I. PURPOSE This Charter governs the operations and organization of the Audit Committee (the Committee ) of Greenwood Hall, Inc. (the Company ). The Committee is created by the Board of Directors of the
More informationCase 2:13-cv MMB Document 173 Filed 02/13/15 Page 1 of 7 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA
Case 2:13-cv-05101-MMB Document 173 Filed 02/13/15 Page 1 of 7 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA TALBOT TODD SMITH CIVIL ACTION v. NO. 13-5101 UNILIFE CORPORATION,
More informationThe SEC proposes to codify the rule as a new Part 205 to Chapter 17 of the Code of Federal Regulations.
SEC PROPOSES RULES OF PROFESSIONAL CONDUCT FOR ATTORNEYS APPEARING AND PRACTICING BEFORE THE SEC SIMPSON THACHER & BARTLETT LLP DECEMBER 16, 2002 On November 21, 2002, the Securities and Exchange Commission
More informationA Message to Legal Personnel
A Message to Legal Personnel Pursuant to the Sarbanes-Oxley Act of 2002, the SEC adopted Part 205, an extensive set of rules that impose new obligations on attorneys (both in-house attorneys and outside
More informationAmended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc.
Amended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc. As Adopted by the Board of Directors August 27, 2012 This Charter sets forth, among other things,
More informationAudit Committee Charter of the Audit Committee of the Board of Directors of JetBlue Airways Corporation
Audit Committee Charter of the Audit Committee of the Board of Directors of JetBlue Airways Corporation Purpose The purpose of the committee is to oversee on behalf of JetBlue Airways Corporation's (the
More informationVALEANT PHARMACEUTICALS INTERNATIONAL, INC.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. 1. PURPOSE CHARTER OF THE AUDIT AND RISK COMMITTEE The (the Committee ) of Valeant Pharmaceuticals International, Inc. ( Valeant ) is appointed by the board
More informationNYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS AUGUST 23, 2002 S IMPSON THACHER & BARTLETT LLP
NYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS SIMPSON THACHER & BARTLETT LLP AUGUST 23, 2002 On August 16, 2002, the New York Stock Exchange ( NYSE ) publicly filed
More informationTerms of Reference of the AstraZeneca Audit Committee
1. Introduction 1.1. The AstraZeneca Audit Committee shall review and report to the Board on matters relating to the Company s financial reporting, internal controls over financial and non-financial matters;
More informationEthics for Municipal Attorneys
LEAGUE OF WISCONSIN MUNICIPALITIES 2018 MUNICIPAL ATTORNEYS INSTITUTE June 20, 2018 Ethics for Municipal Attorneys Presented by: Dean R. Dietrich, Esq. Ruder Ware L.L.S.C. P.O. Box 8050 Wausau, WI 54402-8050
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The following principles have been approved by the Board of Directors (the Board ) of BrightSphere Investment Group plc (the Company ) and provide a framework for the corporate
More informationNOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE CHARTER The Compensation and Nomination Committee (the Committee ) of the board of directors (the Board ) of
More informationAUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Purpose AUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of Waters Corporation
More information1.1 The Audit Committee (the Committee ) shall consist of not less than three Independent Non-executive Directors of the Bank appointed by the Board.
HANG SENG BANK LIMITED TERMS OF REFERENCE OF AUDIT COMMITTEE 1 Membership 1.1 The Audit Committee (the Committee ) shall consist of not less than three Independent Non-executive Directors of the Bank appointed
More informationSarbanes-Oxley Voluntary Compliance Policies
Sarbanes-Oxley Voluntary Compliance Policies Adopted by the Board of Directors - June 11, 2004 07/06/04 245 Main Street ~ Ellsworth, ME 04605 TEL 207/667.9735 ~ www.mainecf.org Maine Community Foundation
More informationTANGER FACTORY OUTLET CENTERS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (adopted with amendments through October 28, 2013)
TANGER FACTORY OUTLET CENTERS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (adopted 2-24-04 with amendments through October 28, 2013) 1. PURPOSE. The purpose of the Audit Committee (the Committee
More informationAMERICAN HOMES 4 RENT. Code of Ethics for Principal Executive Officer and Senior Financial Officers
AMERICAN HOMES 4 RENT Code of Ethics for Principal Executive Officer and Senior Financial Officers A. Introduction This Code of Ethics (this Code ) of American Homes 4 Rent (the Company ) applies to the
More informationManaging a Corporate Crisis:
Managing a Corporate Crisis: Strategies for Containing a Crisis and Controlling the Public Narrative While Meeting Ethical Obligations and Maintaining Privilege June 15, 2017 Vincent Cohen Hector Gonzalez
More informationBRAEMAR SHIPPING SERVICES PLC ( the Company ) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
1 Membership 1.1. The committee shall comprise not less than two members. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with
More informationSCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. Amended and restated as of March 1, 2018
SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER Amended and restated as of March 1, 2018 Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board )
More informationWhistleblowers: Brief Overview of Bio-Rad and Its Implications for. Corporate Counsel and Their Employers
Whistleblowers: Brief Overview of Bio-Rad and Its Implications for Corporate Counsel and Their Employers WHISTLEBLOWER LITIGATION AND THE BIO-RAD CASE: ETHICS RULES PRE-EMPTION AND OTHER ISSUES American
More informationPENNSYLVANIA BAR ASSOCIATION LEGAL ETHICS AND PROFESSIONAL RESPONSIBILITY COMMITTEE RESOLUTION
PENNSYLVANIA BAR ASSOCIATION LEGAL ETHICS AND PROFESSIONAL RESPONSIBILITY COMMITTEE RESOLUTION WHEREAS, it is the charge of the PBA Legal Ethics and Professional Responsibility Committee to review and
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Amended and Restated Charter AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PFSWEB, INC. (AS OF MAY 3, 2016) PURPOSE The Audit Committee (the Committee
More informationUnder the Sarbanes-Oxley Act (SOX), no company or company representative
Sarbanes-Oxley and Whistleblowers: What Happens When Employees Bring Retaliation Claims? Patricia A. Kinaga Companies facing whistleblower lawsuits under Sarbanes-Oxley are recognizing the high stakes
More informationAMEREN CORPORATION CORPORATE GOVERNANCE GUIDELINES
AMEREN CORPORATION CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Ameren Corporation (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines ) to
More informationPEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of February 5, 2018
PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of February 5, 2018 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate
More informationEthical Issues for In House Counsel
Ethical Issues for In House Counsel Introduction to Internal Investigations and the Ethics Considerations Involved Nancy DePodesta, Esquire Michelle N. Lipkowitz, Esquire Introduction: What Prompts an
More informationSTELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FUNCTION AND PURPOSE The function and purpose of the Compensation, Governance and Nominating
More informationCode of Ethics Permanent Rule- Chapter 6 Supersedes: 3/20/2014, 3/12/2015, and 12/10/2015 Date of Board Approval: 04/12/2018
Code of Ethics Permanent Rule- Chapter 6 Supersedes: 3/20/2014, 3/12/2015, and 12/10/2015 Date of Board Approval: 04/12/2018 CENTRAL FLORIDA EXPRESSWAY AUTHORITY CODE OF ETHICS The Central Florida Expressway
More informationCORPORATE GOVERNANCE
Property Valuation Services Corporation CORPORATE GOVERNANCE MANUAL Approved: April 27, 2007 Version Revised as of: September 7, 2012 1 Introduction... 1 1.1 Background... 1 1.2 Corporate Governance Manual...
More informationALLIANT ENERGY CORPORATION. Corporate Governance Principles
ALLIANT ENERGY CORPORATION Corporate Governance Principles Alliant Energy s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer, with oversight
More informationDell Technologies Inc. Corporate Governance Principles. Ethics and Values. Roles of Board and Management
Dell Technologies Inc. Corporate Governance Principles The Board of Directors (the "Board") of Dell Technologies Inc. ("the Company") is committed to the achievement of business success and the enhancement
More informationCHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP
As Approved by the Board of Directors of Fifth Third Bancorp on June 19, 2018 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP I. AUTHORITY
More informationWho Wants To Be AN ETHICAL LAWYER?
Who Wants To Be AN ETHICAL LAWYER? April 2017 HYPOTHETICAL 1 John is a lawyer licensed to practice law in Washington DC John just relocated to Michigan as in-house counsel of ABC Utility John never plans
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the "Board") of Conduent Incorporated (the Company ) shall be to assist in Board oversight
More informationAUDIT COMMITTEE CHARTER As Amended and Restated by the Board of Directors November 7, 2013
AUDIT COMMITTEE CHARTER As Amended and Restated by the Board of Directors November 7, 2013 Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of Anadarko Petroleum
More informationTHE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER
THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in monitoring (1)
More informationUNITED CONTINENTAL HOLDINGS, INC. Audit Committee Charter
Approved December 3, 2015 UNITED CONTINENTAL HOLDINGS, INC. Audit Committee Charter Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) is to: oversee the
More informationTERMS OF REFERENCE. RECKITT BENCKISER GROUP plc AUDIT COMMITTEE. Adopted by resolution on 28 July 2016
RECKITT BENCKISER GROUP plc AUDIT COMMITTEE Adopted by resolution on 28 July 2016 The Board of Directors of the Company (the Board) resolved on 4 September 2007 to establish a Committee of the Board to
More informationU.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 40 - F
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40 - F [Check One] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR X ANNUAL REPORT PURSUANT TO
More informationand have agreed as follows: Article I. Purpose of Cooperation and Statement
STATEMENT OF PROTOCOL BETWEEN THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD OF THE UNITED STATES AND THE AUDITING BOARD OF THE CENTRAL CHAMBER OF COMMERCE OF FINLAND The Public Company Accounting Oversight
More informationTrócaire General Terms and Conditions for Procurement
Trócaire General Terms and Conditions for Procurement Version 1 February 2014 1. Contractors Obligations 1.1 The Contractor undertakes to perform its obligations arising from this Agreement with due care,
More informationSarbanes-Oxley Act of Presented to the Board of Trustees March 10, 2005
Sarbanes-Oxley Act of 2002 Presented to the Board of Trustees March 10, 2005 Outline What is the Sarbanes-Oxley Act ( SOX( SOX )? Why discuss SOX? Review of SOX provisions 2 What is SOX? Created new and
More informationLITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES
LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES The Nominating and Governance Committee of the Board of Directors (the Board ) has developed, and the Board has adopted, the following
More informationDISTRIBUTION TERMS. In Relation To Structured Products
DISTRIBUTION TERMS In Relation To Structured Products These Terms set out the rights and obligations of Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB,
More informationCORPORATE GOVERNANCE GUIDELINES (Last amended by the Board of Directors on November 15, 2017)
Corporate Governance Mission CORPORATE GOVERNANCE GUIDELINES (Last amended by the Board of Directors on November 15, 2017) The Board of Directors (the Board ) of Primerica, Inc. (the Company ) is committed
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Mission Statement The primary purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Alcoa Corporation (the Company ) is: (A) to assist the Board
More informationand Article I. PURPOSE
STATEMENT OF PROTOCOL BETWEEN THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD OF THE UNITED STATES AND THE IRISH AUDITING AND ACCOUNTING SUPERVISORY AUTHORITY OF IRELAND ON COOPERATION AND THE EXCHANGE OF
More informationIndex of Subjects. Created by: Neil Savage, JD Legal Publications Editor/Indexer th Ave NE Seattle, WA
Created by: Neil Savage, JD Legal Publications Editor/Indexer 17812 28th Ave NE Seattle, WA 98155-4006 206-367-9312 Index of Subjects Advertising and solicitation Chat room advertising, 8.13(a) Generally,
More informationU.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 40 - F
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40 - F [Check One] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR X ANNUAL REPORT PURSUANT TO
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Page: 1 of 7 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS This Charter of the Compensation Committee (the "Committee")
More informationLegal Ethics Issues for Compliance Officers
Legal Ethics Issues for Compliance Officers April 26, 2018 Hruska Law Center Lincoln, NE This page intentionally left blank. Faculty Bios Paul McGreal, J.D., joined Creighton University School of Law on
More informationUNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 )
UNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 ) These Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board
More informationFORMAL OPINION NO Accessing Information about Third Parties through a Social Networking Website
FORMAL OPINION NO 2013-189 Accessing Information about Third Parties through a Social Networking Website Facts: Lawyer wishes to investigate an opposing party, a witness, or a juror by accessing the person
More informationSpartan Motors, Inc. Corporate Governance Principles
Spartan Motors, Inc. Corporate Governance Principles The Board of Directors of Spartan Motors, Inc. has adopted these Corporate Governance Principles to assist the Board in the exercise of its responsibilities
More informationEthics: Attorney-Client Privilege, the Work-Product Doctrine, and Employment Investigations. October 5, Morgan, Lewis & Bockius LLP
Ethics: Attorney-Client Privilege, the Work-Product Doctrine, and Employment Investigations October 5, 2017 2017 Morgan, Lewis & Bockius LLP ETHICS: ATTORNEY-CLIENT PRIVILEGE, THE WORK-PRODUCT DOCTRINE,
More informationEVOQUA WATER TECHNOLOGIES CORP. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Amended and Restated as of October 13, 2017)
EVOQUA WATER TECHNOLOGIES CORP. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Amended and Restated as of October 13, 2017) The Board of Directors (the Board ) of Evoqua Water Technologies Corp.
More informationStock Exchange Code. 09 January 2017
09 January 2017 Contents Definitions... 4 Scope 6 1. Conditions for Operation of the Markets... 7 1.1. Resources and Facilities...7 1.2. Compliance Arrangements...7 1.3. Complaints...7 1.4. Maintenance
More informationALIBABA GROUP HOLDING LIMITED AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Adopted on September 2, 2014 by the Board of Directors)
I. PURPOSE ALIBABA GROUP HOLDING LIMITED AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Adopted on September 2, 2014 by the Board of Directors) The Audit Committee (the Committee ) of Alibaba Group
More informationRICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE. functions and powers set out in these terms of reference.
RICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE 1. CONSTITUTION 1.1 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
More informationCurrent Ethics Issues Relating to Opinions:
Current Ethics Issues Relating to Opinions: The Attorney-Client Privilege, the Work-Product Protection, and Rules of Professional Conduct 1.6 & 2.3 Presenters: John K. Villa & Charles Davant Williams &
More informationMETROPOLITAN TRANSPORTAION AUTHORITY BOARD COMMITTEE CHARTERS
METROPOLITAN TRANSPORTAION AUTHORITY BOARD COMMITTEE CHARTERS MTA Corporate Compliance March 2018 THE METROPOLITAN TRANSPORTATION AUTHORITY AUDIT COMMITTEE This Charter for the Audit Committee was adopted
More informationAUDIT COMMITTEE SLM CORPORATION AND SALLIE MAE BANK CHARTER
Approved: September 7, 2017 AUDIT COMMITTEE SLM CORPORATION AND SALLIE MAE BANK CHARTER PURPOSE The Audit Committee (the Committee ) has been appointed by the Board of Directors (the Company Board ) of
More informationThe Cooper Companies, Inc. Audit Committee Charter
The Cooper Companies, Inc. Audit Committee Charter Revision History DATE REVISION 16 Dec 2003 Original Approval and Adoption 14 Dec 2006 Updated to include Internal Audit Oversight 27 Oct 2011 Updated
More informationAUDIT COMMITTEE OF IRON MOUNTAIN INCORPORATED CHARTER
AUDIT COMMITTEE OF IRON MOUNTAIN INCORPORATED CHARTER The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Iron Mountain Incorporated (the Company ) shall consist of a minimum
More informationUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 10-K/A Amendment No. 2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 xannual REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal
More information[This article appears in INSIGHTS, Vol. 25, No. 11, Nov. 2011] New SEC Guidance on Legality and Tax Opinions in Registered Offerings
[This article appears in INSIGHTS, Vol. 25, No. 11, Nov. 2011] New SEC Guidance on Legality and Tax Opinions in Registered Offerings by Stanley Keller The SEC has issued important guidance on Exhibit 5
More informationPurplebricks Group PLC (the Company) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
Purplebricks Group PLC (the Company) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE In these Terms of Reference: Board means the board of directors of the Company; Chairman means the chairman of the Board;
More informationGroup Secretariat. Group Audit Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: December 2015
Group Secretariat Group Audit Committee Terms of Reference Issued: December 2015 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU RSA Insurance Group plc GROUP AUDIT COMMITTEE - TERMS OF REFERENCE
More informationINVESCO LTD. AUDIT COMMITTEE CHARTER
INVESCO LTD. AUDIT COMMITTEE CHARTER This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Invesco Ltd. (the Company ) in connection with its oversight
More informationCharter Audit and Finance Committee Time Warner Inc.
Charter Audit and Finance Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries) has adopted this
More informationImpact of DOJ's Corporate Healthcare Fraud Enforcement Strategies On Providers and Defense Counsel
Impact of DOJ's Corporate Healthcare Fraud Enforcement Strategies On Providers and Defense Counsel David Douglass Partner, Sheppard Mullin William Pericak Partner, Jenner & Block LLP Leo Reichert Exec.
More informationLondon Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference
London Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference Approved by the Board of the Company on 5 December 2018. Effective 1 January 2019. 1. Purpose 1.1 The Audit Committee
More informationAGROFRESH SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER
AGROFRESH SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER The following Compensation Committee Charter (the Charter ) was adopted by the Board of Directors (the Board ) of AgroFresh Solutions, Inc. (the
More informationSYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES
Approved May 25, 2017 SYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES The following guidelines have been approved by the Board of Directors (the Board ) of Sysco Corporation ( Sysco or the Company )
More informationWINTON GROUP Stewardship Code Disclosure 2017
WINTON GROUP Stewardship Code Disclosure 2017 April 2017 Contents 1 Introduction... 3 2 The Principles... 4 2.1 Principle 1... 4 2.2 Principle 2... 4 2.3 Principle 3... 4 2.4 Principle 4... 5 2.5 Principle
More informationWHAT TO DO TO START PREPARING FOR DISCOVERY
Managing the Early Stages of Commercial Litigation: Critical First Steps WHAT TO DO TO START PREPARING FOR DISCOVERY Michael Feagley, Partner 312.701.7065 mfeagley@mayerbrown.com Terri Mazur, Partner 212.506.2680
More informationINDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
INDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board
More informationCHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC.
CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. (Effective July 1, 2017)
More informationMARATHON PETROLEUM CORPORATION. Compensation Committee Charter. (Amended and Restated Effective April 16, 2018) Statement of Purpose.
MARATHON PETROLEUM CORPORATION Compensation Committee Charter (Amended and Restated Effective April 16, 2018) Statement of Purpose The Compensation Committee (the Committee ) is a standing committee of
More informationTELEFLEX INCORPORATED. Corporate Governance Principles (Amended and Restated as of February 18, 2015)
TELEFLEX INCORPORATED Corporate Governance Principles (Amended and Restated as of February 18, 2015) The following corporate governance principles have been approved by the Board of Directors (the Board
More informationBY-LAWS OF THE MIAMI LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED, INC. (a Florida corporation, not for profit) ARTICLE I GENERAL
BY-LAWS OF THE MIAMI LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED, INC. (a Florida corporation, not for profit) ARTICLE I GENERAL Section 1. Name: The name of this corporation shall be the Miami Lighthouse
More informationCase 2:09-cv DB Document 114 Filed 11/12/10 Page 1 of 12 IN THE UNITED STATES COURT FOR THE DISTRICT OF UTAH CENTRAL DIVISION
Case 2:09-cv-00707-DB Document 114 Filed 11/12/10 Page 1 of 12 IN THE UNITED STATES COURT FOR THE DISTRICT OF UTAH CENTRAL DIVISION LUTRON ELECTRONICS CO., INC., Plaintiff, MEMORANDUM DECISION AND ORDER
More informationGOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CHARTER (as of February 9, 2016)
GOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (as of February 9, 2016) I. Purpose. The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors
More informationCoca-Cola European Partners plc Audit Committee Terms of Reference
Coca-Cola European Partners plc Audit Committee Terms of Reference There shall be an audit committee (the Committee) of the board of directors (the Board) of Coca-Cola European Partners plc (the Company).
More informationTHE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER
THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in overseeing (1)
More informationthe implementation and documentation of appropriate arrangements, be publically available; and
TERMS OF REFERENCE JSE BOARD SRO OVERSIGHT COMMITTEE 1. Introduction 1.1 The SRO Oversight Committee (the Committee ) is constituted as a standing committee of the Board of JSE Limited ( JSE ). The duties
More informationThe attorney-client privilege
BY TIMOTHY J. MILLER AND ANDREW P. SHELBY TIMOTHY J. MILLER is partner and general counsel at Novack and Macey LLP. As co-chair of the firm s legal malpractice defense group, he represents law firms and
More informationThat's Privileged nformation. What internal auditors should know about attorneyclient privilege in corporate legal investigations.
That's Privileged nformation What internal auditors should know about attorneyclient privilege in corporate legal investigations. KENNETH GLASCOCK, jd, CIA. CFSA, CISA, CISSP, CBCP PHOTOGRAPH BY JONNIE
More informationAptiv PLC. Audit Committee Charter
Aptiv PLC Audit Committee Charter TABLE OF CONTENTS I. Purpose of the Committee... 3 II. Authority and Delegations... 3 III. Membership... 3 IV. Limitations Inherent in the Audit Committee s Role... 4
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES 1. Director Qualifications The Board will have a substantial majority of directors who meet the criteria for independence required by the New York Stock Exchange. The Committee
More information