Inside 4Q2019 2...... Template for Disaster 8...... Past Events 3...... ACC News 15.... Sponsors for 2019 4...... Choice of Law and Covenants . 16.... New and Returning Members Not to Compete 18.... Upcoming ACCGP Events 5...... Member Spotlight 18.... Chapter Leadership 6...... Aileen Schwartz Forges Relationships, . Inspires Change 7...... Association of Corporate . Counsel’sTop 10 30-Somethings FOCUS President’s Message Peter A. Prinsen

I am advised by our Membership Chair, Speaking of 2020, I’m thrilled CLE Institute on December Mike Eckhardt from Wawa, that the Greater to report that we have had an 10th, Morgan Lewis’ sponsor- Philadelphia Chapter’s membership is now at overwhelming response to our ship of Pro Bono efforts with over 1,600 members. Not only is the number 2020 sponsorship opportunities. Philadelphia VIP on December of our Chapter members outstanding, but the Like last year, we have been 11th and culminating with level of your involvement and commitment to oversubscribed in virtually all sponsorship our Annual Holiday Party and Board the Chapter is extraordinary as well. This year levels. Despite being oversubscribed, we Installation on December 12th at the we will have put on over 80 programs ranging continue to work hard to find opportunities Racquet Club of Philadelphia. from our Meet your Counterparts Programs for our sponsors to “squeeze them in” so that I am truly humbled to have been your to our In-House Counsel Conference (where they can enjoy the benefit of sponsorship of President for 2019. For 2020, the Chapter over 600 of you attended and participated in this fine Chapter. will be served by its new President, Jackie CLE programs running on four separate tracks In 2020, we will welcome a new Diamond Meredith-Batchelor, who is the Senior for the entire day). Thank you for attending sponsor, Akin Gump. Drinker Biddle was Associate General Counsel at Amtrak, the Chapter’s events. We work very hard to our Diamond sponsor for many years who will take the reins on January 1st. make sure they are relevant to what you do. and will remain an Emerald sponsor, Jackie has the experience, the know-how As my term as President nears an end, I along with our other Emerald sponsor, and the capability to shepherd this fine am thankful for everything that makes Cozen O’Connor. I want to personally Chapter far better than I could have ever this Chapter run so well. As I mentioned thank Drinker Biddle for remaining in the hoped to do. I’m thrilled to stay on the above, it all starts with you, our members. Diamond sponsor slot for so long. Their Board as the Immediate Past President You are the reason that our Board and all commitment to the Chapter and efforts to put for one year to be able to watch how this our Committee members work so hard to on truly exceptional programming has been Chapter continues to evolve and better develop and present interesting program- greatly appreciated by all and most impor- serve the needs of our members. ming. I also am so thankful for our spon- tantly, by our members who attended their I will end this letter the same way I have sors who continue to provide the financial fine events. I have every reason to believe ended all prior letters to the membership support for the programming, as well as that Akin Gump will have a similar approach and that is by asking for your feedback on the intellectual support by virtue of the toward their Diamond membership sponsor- ways to make our programming better and many speaking opportunities our spon- ship opportunities for 2020. more relevant for our members. If any sors have. Finally, I want to thank all our As the end of the year arrives, the num- of you have any suggestions to achieve Chapter members who involve themselves ber of programs reduce. Nonetheless, a that goal, please send an email to me at in Chapter activities from participating on few highlights I‘d like to mention include [email protected] or send an email the Board to participating on our various the premier Chapter showing of Ethics to our Administrator, Chris Stewart at committees (where the real work of our Follies® that took place on December 3rd [email protected]. Chapter takes place) or simply by attending at the new AMC Theatre on Market Street our many events. There is so much value I look forward to seeing you at an upcom- in Philadelphia (a movie developed by the to be obtained and fun to be had that I am ing Chapter event. South Texas Chapter that offered two ethics hopeful that each and every one of our CLE credits). This was followed by the GC/ Chapter members commit to increasing their Very truly yours, CLO Lunch on December 6th at Fleming’s involvement with the Chapter for 2020. A. PETER PRINSEN Prime Steakhouse in Radnor, the President, ACC Greater Philadelphia Contracts and Commercial Law Template for Disaster By Neil Peretz

“Who knows what evil lurks in the hearts of agreements?” Not you, if you have an over-reliance on templates. As a former litigator, I have witnessed numerous scenarios where a slavish devotion to template agreements paved the road to disaster. Organizations felt that the template agreement was sacrosanct and dared not contemplate how new facts and situations might require its alteration. Obeisance to and reliance upon a “template” is not surprising, given the history of the term. The etymology of “template” traces back to the Latin word “templum,” which means not only “plank content of their customer agreements. and acquisitions. Even if all these or rafter,” but also means a “temple, In reality, their templates evolved over inherited prior agreements could be shrine, sacred, or consecrated place.” time, and they should have been reading changed, the next acquisition just brings and implementing each agreement in more types of templates. Many cultures have adapted historic independently. religious concepts to today’s mores and Large companies may have hundreds of practices. For example, in most locales, In the business-to-business context, different agreement templates, meaning it is no longer de rigeur to stone people an over-reliance on templates can lead they need to start reading each agreement, to death for working on the Sabbath. to even bigger disasters. Businesses rather than assuming that all agreements (Indeed, there would be much stoning of are more likely to have attorneys of a certain type are the same. The failure lawyers if such a rule were still in place.) representing them, and business deals to treat each agreement individually can Similarly, one cannot rely solely on are often a higher dollar amount, which lead to dangerous assumptions. means the salespeople pushing the deals historic templates as the times change. For example, some inherited templates are more willing to negotiate in order to might not request that the customer opt-in When translated into Swedish, one word get the deal done. for “template” is “mönster.” Remove to receive calls via an auto dialer. The the diacritical marks above the “ö” and The result is a contract that might company may face substantial Telephone you have the perfect English-language look a lot like the standard template Consumer Protection Act liability when descriptor of templates run amuck. agreement yet contains multiple contacting customers subject to these significant deviations from the template inherited agreements. As a former federal trial attorney and that are overlooked during contract Without careful attention to the contents financial services regulator, I often implementation … until it’s too late. encountered situations where companies of each agreement, the use of templates violated their own agreements with For example, a major commercial can breed a pernicious complacency customers. Why? Because they did not property manager thought its standard throughout the organization. Employees know what was in those agreements. lease template was in place with a tenant. assume that agreements need not be read The property manager failed to note because they are inviolable and blessed Maybe once upon a time, they read a that the notice requirements had been from above. template customer agreement but never renegotiated, and, as a result, missed When a new situation arises where noted when the template changed — the opportunity to exercise an option to the standard template doesn’t fit, the or how each version of their template re-assess and potentially raise the rent. impacted their practices with respect to employee chooses to use the template future customers. Only after class action or Many large organizations have grown regardless, because doing so creates the regulatory enforcement did they realize that through acquisition. As a result, even least internal organizational friction. not all customer agreements were the same. if they deploy their own templated The end result is an agreement that agreements going forward, their day- doesn’t fit the transaction and cannot be Using templates lulled them into a to-day work relies on implementing smoothly implemented. false complacency around knowing the agreements created by their predecessors continued on page 3

2 Ontario Chapter FOCUS 4Q19 continued from page 2

Surely templates can serve a certain As an in-house counsel, you should Author: purpose: We cannot afford to write not assume that the use of a template Neil Peretz has served as general counsel each business agreement from scratch. for a certain type of agreement means of multiple companies, as well as a corpo- However, we need to remember that you know the terms of all of your rate CEO, CFO, and COO. Outside of the that speed in drafting is not the sole relationships. Start sampling your historic corporate sphere, he co-founded the Office benchmark for a successful agreement or agreements to see how they have changed of Enforcement of the Consumer Financial successful relationship. over time. Protection Bureau and practiced law with the US Department of Justice and the Securities The most successful business If your organization has had acquisitions, and Exchange Commission. Peretz holds a JD relationships are those where both sides sample the agreements of acquired from the University of California, Los Angeles receive the benefit of their bargain. entities as well. And start talking with (UCLA) School of Law, an LLM (master of laws) This means they need a contract that your business colleagues about how often from Katholieke Universiteit Leuven (where he actually reflects their bargain. And, more they need to change agreement terms to was a Fulbright Scholar), bachelor’s and master’s importantly, the real relationship work conclude a negotiation. degrees from Tufts University, and has been begins after the contract is signed. ABD at the George Mason University School Most importantly, even if you think it’s of Public Policy. Peretz's most recent technol- Because templates change over time and just a standard template that you know by ogy endeavor is serving as general counsel key terms may be custom-negotiated, heart, read the key terms of each agreement to Contract Wrangler, which applies attor- implementation of the contract must be anyway, because that is what the court and ney-trained artificial intelligence to identify the based on reading its actual terms, rather than your counterparty will rely upon. key business terms in a wide variety of contracts. assuming it follows the same format and terms of a mythical template from the past.

ACC News

ACC Xchange: Program learn how to ensure you're ready for the ACC’s Top 10 30-Somethings Schedule Now Available CCPA and your third-party vendors aren't nominations are now open! putting you at risk. Save your spot at this Xchange 2020 (April 19-21, Chicago, This award recognizes in-house counsel session now. Seating is limited. IL) offersadvanced, practical, trailblazers for their innovation, global interactive, member-driven In-house Counsel Certified perspectives, proactive practice, education for in-house counsel and (ICC) Designation advocacy efforts, and pro bono and legal operations professionals that you community service work. Self- won’t find at any other conference. By The ACC In-house Counsel Certification nominating is acceptable. Nominations uniting complementary professions to Program, helps in-house counsel become are due December 6. Nominate someone exchange ideas and best practices, this proficient in the essential skills identified today. program creates a powerful and unique as critical to an in-house legal career. environment that offers a fresh take The program includes live instruction, on how to deliver your in-house legal hands-on experience, and a final services more efficiently and effectively. assessment. Those who successfully Register today. complete the program will earn the elite ICC credential. Your law department Are your vendors putting you and your employer will benefit from at RISK under the pending having a lawyer that returns with global California Consumer Privacy best practices in providing effective and Act (CCPA)? efficient legal counsel. Attend one of these upcoming programs: At the ACC Annual Meeting register for, Untangling Third-Party Data Privacy • Dubai, UAE, March 2-5, 2020 Privacy & Cybersecurity Risk, and

3 Choice of Law and Covenants Not to Compete: Delaware Courts May Not Enforce Your Choice of Delaware Law When California Law Could be Applied By Lawrence Del Rossi, Partner at Drinker Biddle & Reath LLP

There are many A Delaware Chancery Court pete covenant and Delaware choice of notable east Declines to Enforce Delaware law provision. In Ascension, the court coast-west coast Choice of Law Provision, and applied the choice of law analysis under rivalries. In sports Voids Restrictive Covenants for the Restatement (Second) of Conflict of (Celtics versus a California Employee Laws, and declined to enforce the parties’ Lakers basket- Delaware choice of law provision because The Delaware Chancery Court’s recent ball), in leisure “Delaware’s strong but generalized public decision in NuVasive, Inc. v. Miles show- (Atlantic versus policy in favor of freedom of contract was cases a common dilemma that employers Pacific beaches), trumped by California’s specific policy in face when trying to protect their legitimate or in food (Shake Shack versus In-N-Out favor of freedom of employment.” business interests through the enforcement Burger), to name a few. With respect to of reasonable non-compete or non-solicit After Ascension, and after NuVasive and restrictive covenants, the conflict between restrictions for employees in California. Miles had entered into their employ- Delaware, which is generally considered ment contract, California amended its a “pro-enforcement” jurisdiction, and NuVasive, a Delaware corporation Labor Code in January 2017, adding California, which is generally consid- headquartered in California, required section 925, which prohibits California ered an “anti-enforcement” jurisdiction, its president and chief operating officer, employers from including choice of law definitely stands out in the crowd. This Patrick Miles, a resident of California, to and venue provisions to circumvent the article looks at the two states’ competing sign an employment agreement with one- protections of California labor law, except views on the enforceability of restrictive year post-employment non-compete and where the employee is represented by covenants, a recent decision by a Del- non-solicit of customers and employees independent legal counsel in negotiation aware Chancery Court that declined to clauses. The agreement had a Delaware of the agreement. Cal. Labor Code § apply a Delaware choice of law clause, choice of law and venue provision. Miles 925(e). Initially, in 2018, the NuVasive and some steps companies can take to get left NuVasive and joined a purported court assumed that Miles was repre- the most out of their agreements when competitor, prompting NuVasive to sue sented by counsel when he signed his California law may apply. him in Delaware in 2017. He challenged employment agreement with NuVasive the enforceability of his covenants under and enforced the Delaware choice of law Freedom to Contract versus California law, arguing that his Delaware provision. However, in 2019, after Miles Freedom from Restraints on choice of law provision was unenforceable. presented evidence that he was not repre- Trade As Court of Chancery Vice Chancellor sented by counsel during the negotiation Glasscock framed the issue, “if the choice In Delaware, courts generally enforce of his agreement with NuVasive, the court of law provision is enforced, the parties reasonable covenants not to compete reversed course and voided the non-com- will successfully have contracted around post-employment consistent with that pete because it was against “fundamental California law, and NuVasive may proceed state’s general public policy in favor of California policy,” and “California’s with this litigation to attempt to hold Miles parties’ freedom to contract. NuVasive, policy interest materially exceeds Dela- to his bargain,” whereas “if California Inc. v. Miles (Del. Ch. Ct. Sept. 28, ware’s interest in freedom of contract.” 2018); Cont’l Warranty, Inc. v. Warner law is applied, the non-compete provision (D. Del. 2015). However, under Califor- was illusory, and Miles is free to accept Most recently, on August 26, 2019, the nia law, specifically Business and Profes- employment with a NuVasive competitor.” NuVasive court determined the enforceability of Miles’s non-solicitation covenants. Using sions Code section 16600, non-compete The NuVasive court first decided the the same choice of law analysis under the agreements generally are prohibited enforceability of Miles’s non-compete Restatement (Second) of Conflict of Laws, post-employment unless they fall within agreement. The judge looked to his earlier and reviewing the enforceability of employee a statutory exception, such as the sale analysis and decision in Ascension Insur- non-solicitation covenants under (1) the of a business. California courts have ance Holdings, LLC v. Underwood (Del. California Supreme Court’s 2008 decision “consistently affirmed that section 16600 Ch. Ct. Jan. 28, 2015), which involved in Edwards v. Arthur Anderson LLC, (2) a evidences a settled legislative policy in a California resident and a Delaware California Court of Appeal’s 2018 decision favor of open competition and employee company headquartered in California, and in AMN Healthcare, Inc. v. Aya Healthcare mobility.” Edwards v. Arthur Andersen an employment agreement they negoti- Services, Inc., and (3) California federal LLP (Cal. 2008). ated in California containing a non-com- district court cases decided post-AMN continued on page 4 4 Greater Philadelphia Chapter FOCUS 4Q19 continued from page 4

Healthcare, the NuVasive court concluded of protecting their key assets, which is a Delaware choice of law provision in that these California decisions stand for the further explained in this article. a stock purchase agreement between a proposition that employee non-solicitation California-based company and a California covenants are generally void under Califor- Some Common Ground Coast- resident, it nonetheless enforced under Cal- nia law (section 16600), and that California’s to-Coast: The Sale of Business ifornia law a five-year temporal restriction interest in overseeing conditions of employ- Exception and reformed geographically overbroad ment relationships in that state “substantially Despite the stark differences between Del- non-compete and non-solicit covenants to outweighed” Delaware’s “fundamental, but aware’s and California’s enforceability of cover areas where the defendant had done general interest” in freedom of contract. covenants not to compete, it is worth not- business or established goodwill. The judge therefore declined to enforce the ing one situation where both jurisdictions In 2015, a Delaware Chancery Court, parties’ Delaware choice of law provision seem to be aligned – courts in Delaware in Kan-Di-Ki, LLC v. Suer, addressed and ruled that NuVasive’s non-solicitation and California generally will enforce rea- whether a California-based Delaware covenants were unenforceable. sonable covenants not to compete and not limited liability company could enforce There is no doubt that the Delaware to solicit in the sale of a business context. a five-year non-compete contained in an Chancery Court’s rulings in NuVasive As noted above, California’s general prohi- asset purchase agreement (APA), against are a setback for employers who want to bition on non-competes has an exception an individual California resident. The APA require their California-based employees for the sale of a business. Cal. Bus. & Prof. contained a Delaware choice of law and to sign employment agreements with Code § 16601; Fillpoint, LLC v. Maas venue provision. The Kan-Di-Ki court non-compete and non-solicit covenants (Cal. App. Ct. 4th Aug. 24, 2012); Mono- conducted a choice of law analysis to deter- post-employment and have them gov- gram Indus., Inc. v. Sar Indus., Inc. (Cal. mine whether Delaware or California law erned (and enforced) under Delaware App. Ct. 1976) (“In the case of the sale of applied to the APA. Based on the evidence law. However, there are other practical the goodwill of a business it is ‘unfair’ for adduced at trial, the court concluded that options for protecting legitimate business the seller to engage in competition which the carve-out from California’s general interests that, while not as broad as a diminishes the value of the asset he sold.”). rule against non-competes applied to Suer non-compete or a non-solicit covenant, because he was a seller of the goodwill of might be worth considering. For example, In March 2019, although a federal district a business under the APA, and therefore companies can use tailored confidentiality court in California in Roadrunner Inter- applied Delaware law. The court then deter- and non-disclosure agreements, and trade modal Services, LLC v. T.G.S. Transpor- mined that the restrictions were reasonable secret protection programs, as a means tation, Inc. (E.D. Cal.) declined to apply and enforceable under Delaware law.

Member Spotlight ACC Greater Philadelphia 2019 Q4 Newsletter Member Spotlight Q&A

Frank 5. What do you consider to be your 10. How do you achieve work/life balance? Borchert most pivotal career move? Many moves By regular focus and engagement on the . have seemed pivotal at the time. Broadly topic. speaking, the decision to go in-house has 1. How long have you been in your 11. If I were not practicing law, I’d... Join been the most significant in shaping my current position? the foreign service…..or get a PhD in career. I started my current position in 2015. Econ…..or write a book…. Or…… 6. What’s the best thing about your 12. My favorite vacation spot is Tokyo, 2. How many years have you worked in- current job? The opportunity to be a full Japan house? 24 years, since 1995 business partner to help a small company 3. What law school did you attend? grow in a flexible and collegial work 13. A place I’ve never been but would most like to visit is Greece New York University School of Law environment. 7. What’s the worst job you’ve ever had? 14. My all-time favorite movie is Star Wars 4. Where did you attend college and graduate school? What degrees do you Washing dishes at a caterer 15. Even people who know me might be hold? surprised to learn that... I am an open 8. What’s the most valuable life lesson you book! Swarthmore College (B.A.) still apply today? There is no free lunch! 16. If applicable, please tell us about your NYU (J.D.) 9. What do you consider to be the best pet(s): Dog – Kuma Rabbit – Ginger (Also attended non-degree programs thing about ACC membership? Koi - unnamed at Stanford, GSB; Tokyo Univ.; and The opportunity to learn from and meet Middlebury College) great colleagues in the legal community.

5 Aileen Schwartz Forges Relationships, Inspires Change By KC Esper

Aileen on employment law, human resource more than half her class was female. Schwartz of Hill investigations, implementation and Years later, however, she realized that International compliance worldwide with privacy very few of her female classmates were laws, and response to—and preven- still practicing law. “It’s a shame that discusses how tion of—cybersecurity breaches. “It’s all these brilliant women are not using believing in her different every day,” she says. “I have their legal education,” she says. Sim- people motivates many diverse duties, so one day is totally ilarly, Schwartz started noticing that them to move dissimilar to the next.” While she loves women who were practicing in the field mountains solving every challenge that lands on her weren’t offered the same or equivalent desk, she attests that the best part of her opportunities as their male counter- Aileen Schwartz is a go-getter. Early in job is building and working with a team parts. Unjustly, many weren’t promoted her career, working in-house was her of amazing people who support her. In because law firms didn’t want to invest in dream. So, with her first CEO and mentor fact, to Schwartz, building out both her someone who could potentially leave to Stephen Shilling’s help, she persevered in-house and outside counsel networks start a family. The overall lack of female to become General Counsel for The with strong, diverse talent is imperative representation and promotion inspired Quaker Group, a privately held company to her success and the performance of Schwartz to use her experience to become specializing in real estate development her duties. an advocate for female lawyers. and construction. Though Shilling would pass away just shy of two years after she “By welcoming a diversity of people, you “By welcoming a diversity of people, you landed this position, the lessons he taught get a huge range of opinions, thoughts, get a huge range of opinions, thoughts, her have remained with her throughout and creativity on how to problem and creativity on how to problem solve her career, fueled her passion for the con- solve and create alternative solutions,” and create alternative solutions.” Schwartz explains. “I always look for struction industry, and showed her how to “We’re going to keep working to change the best person for the job with the right make a difference no matter her role. the way people see women in the field,” expertise, regardless of who they are. Schwartz explains. “At Hill International, After serving The Quaker Group for Having this diverse workforce both inter- I can accomplish anything I put my mind almost seven years, Schwartz real- nally, at Hill International, and externally, to. I have opportunities to advance and ized it was time to grow in her career through other in-house contacts and am not held back because of my gender and applied for a legal position at Hill outside counsel, adds value to everything in any way at the company. I hope to see International, a publicly traded global I do and to the entire team.” construction management and project this more throughout the legal profes- management consulting firm currently In her practice, Schwartz makes a point sion.” Schwartz adds, “I believe my headquartered in Philadelphia, Pennsyl- to welcome talented people of all back- daughter, currently in graduate school, vania. Since joining Hill International grounds and beliefs. Likewise, she con- will enjoy a more welcoming and sup- in 2008, she has been promoted three tinually develops relationships with every porting workplace thanks to the efforts of times, moving up the ladder from her member of her team, allowing them to men and women in leadership roles today first role as Assistant General Counsel contact her at any hour with any problem. at more forward-thinking companies. I to her current, wide-ranging position as “It’s a really good feeling knowing my am confident that young women today SVP, Senior Corporate Counsel US, and coworkers and outside counsel feel com- will know a different world coming out of Privacy Officer. Schwartz credits her fortable reaching out. They know I will school than I ever did and that they will success at Hill International to working respond right away, enabling us to solve have a lot more opportunities.” problems before they happen,” Schwartz with William H. Dengler, Jr., Hill’s for- To accomplish her goal of a more equal says. “Even though we don’t hesitate to mer General Counsel and now Executive legal industry, Schwartz started the contact one another, we respect each oth- Vice President and Chief Administrative Women’s Committee within the Asso- er’s outside lives. This balance is key to Officer. “Having a supervisor who trusts ciation of Corporate Counsel for the working together effectively.” In the same your instincts, provides you with auton- Greater Philadelphia Area Chapter. The way that she serves as a support system omy to perform your duties, and supports committee serves as a hub for women in for her coworkers and diverse outside your efforts makes all the difference,” legal to have open dialogues about their counsel, she is a strong advocate for other says Schwartz. experiences while providing and receiv- female attorneys. The scope of Schwartz’s duties includes ing support from their female cohorts. litigation management, contract and When Schwartz graduated from the “These events allow women to discuss lease review and negotiation, advising University of Pennsylvania Law School, continued on page 7

6 Greater Philadelphia Chapter FOCUS 4Q19 continued from page 6 the challenges they have experienced and For Schwartz, watching the growth inside right after it went public, so it’s been an see how others have been confronted with and outside of Hill International inspires incredible opportunity to evolve with similar situations. It’s been extremely her to continue her efforts and gives her the company. There is diversity in our helpful for younger women in the profes- hope for future generations of attorneys. leadership and in our departments, and sion.” Schwartz is also an active member As she continues to forge relationships it’s wonderful to see the ways that the of the Forum of Executive Women and and serve as a mentor for her team, she company is thriving thanks, in part, to Women Owned Law, organizations that hopes to continue sparking positive this approach.” likewise promote professional women. change however she can. “I came to Hill

Sadeq M. Khan, Chief Compliance Officer and . Deputy General Counsel, Vertical Screen Inc., . Named one of the Association of Corporate Counsel’s . Top 10 30-Somethings!

The Association of Corporate Counsel (ACC), a global The 2019 Top 10 30-Somethings awards are presented to legal association representing more than 45,000 in-house the following: counsel employed by over 10,000 organizations in • Fernanda Beraldi, Cummins, a Fortune 500 company 85 countries, recognized Sadeq M. Khan, Chief Compliance Officer and Deputy General Counsel, • Lewis J. Dolezal Jr, Scotts Miracle-Gro, Vertical Screen Inc., as one of the 10 best business a Fortune 500 company lawyers in its international membership. The award was • April A. Dale Goff,JC Penney, a Fortune 500 company presented at ACC’s Corporate Counsel University (CCU) in Minneapolis. • Melissa Reiter, G Adventures Sponsored by Saul Ewing Arnstein & Lehr LLP, • Thomas Cluderay, Yellowstone Forever the award program distinguishes the outstanding • Erin Stewart, Pinnacle Group achievements of in-house counsel between the ages of 30 and 39. Nominations are based on the individual’s • Alana St. Aude, Capital One, a Fortune 500 company contributions to the corporate law department, company, • Sadeq Khan, Vertical Screen or organization, as well as the depth and context of their participation in efforts to advance advocacy, pro bono, • Brian Buckham, Idaho Power and diversity in the legal profession. • William K. Piotrowski, Barnes Group, Inc. “Sadeq came to Vertical Screen as an intern through To learn more about the ‘Top 10 30-Somethings’ award the successful ACC Greater Philadelphia Diversity recipients, check out the July/August issue of ACC’s Corporate Summer Internship Program, said A award-winning magazine, ACC Docket. Peter Prinsen, President, ACC Greater Philadelphia. “Sadeq is truly the poster child for validation that the Internship Program is a breeding ground for extremely talented law students, many of whom reach such great heights as lawyers. It’s a testament to his work ethic and responsibility that Sadeq was recognized with this tremendous honor.”

7 Past Events

Annual Fall Gala @ Franklin Institute November 7, 2019

8 Greater Philadelphia Chapter FOCUS 4Q19 Chapter Party @ Monarch in Phoenix October 28, 2019

Litigation CLE Institute @ Crowne Plaza October 22, 2019

9 Annual Paralegal Forum @ Union League October 11, 2019

Annual Paralegal Forum @ Union League October 3, 2019

10 Greater Philadelphia Chapter FOCUS 4Q19 Delaware MYC @ Hummingbird to Mars September 26, 2019

Inaugural Golf Outing September 23, 2019

11 MYC @ Estia Greek Taverna September 18, 2019

Corporate & Securities Institute @ Union League September 11, 2019

12 Greater Philadelphia Chapter FOCUS 4Q19 Women’s Networking Reception @ Nectar September 5, 2019

Board Nominee Dinner August 20, 2019

13 MYC @ Creed’s July 24, 2019

Family Fun Night & Softball Game July 18, 2019

14 Greater Philadelphia Chapter FOCUS 4Q19

Sponsors We thank our 2019 Sponsors for their support of our chapter. for 2019 Without them, we could not achieve the levels of success that the chapter consistently reaches.

DIAMOND

EMRALD

GOLD

SILVER

15 New and Returning Members

Jacqueline Abramek Jasper Cacananta. Jill Dolan. Richard Gulino. Teva Pharmaceuticals Comcast Cable Sallie Mae Bank InterDigital Inc. Communications, LLC Louis Abrams John Dougherty. Rafael Haciski. De Lage Landen Financial Dominick Capozzola Cerner Corporation Johnson Kendall Johnson Services, Inc. Lincoln Financial Group Chris Eichfeld. Lucy Halatyn. Kathleen Aguilar. Catherine Carey. SAP America, Inc. Jacobs Engineering Group Inc. Comcast Cable IMS Health Inc. Communications, LLC Megan Ezekiel. Claire Hanna. Debbie Carlos. SAP America, Inc. Lincoln Financial Group Lawrence Ashery. Comcast Cable Connectify, Inc. Communications, LLC Heather Faltin. Kathryn Harr-Sponsler. Comcast Cable Spark Therapeutics, Inc. Lauren Baraldi. Michelle Carson. Communications, LLC SAP America, Inc. UHS of Delaware, Inc. Shelby Haverson James Fannon. Melanie Barnes. Janaki Catanzarite. Jetro Holdings, LLC Darryl Hazelwood. Comcast Cable Saint-Gobain Corporation Comcast Cable Communications, LLC Joshua Farkas. Communications, LLC Albina Cataudella. Calpine Corporation Jennifer Bartine. Chubb Group Maureen Heisinger. Qlik Incorporated Rachael Ferry. The Day & Zimmermann Nicole Cetin. Lincoln Financial Group Group, Inc. Laura Belmont. Incyte Corporation Comcast Cable Thomas Field. Tasheika Hinson. Communications, LLC Matthew Chaichetti. Saint-Gobain Corporation The Vanguard Group, Inc. CIGNA Elaina Benfield. Samantha Fisher. Linda Kalayjian. The Vanguard Group, Inc. Lynn Charytan. Comcast Cable AIG Comcast Cable Communications, LLC Tamara Bernstein. Communications, LLC Kate Keller. UGI Corporation Nathaniel Flandreau. CIGNA Leila Chase. C&D Technologies, Inc. Michelle Bimson. Airgas, Inc. Jack Kenney. AmeriGas Propane, L.P. Ryan Foley. Mitchell International, Inc. Timothy Childress. Acrisure Tricia Bozek. UGI Corporation Callie Kim. CIGNA Jennifer Gallagher. Chubb Group Kimberly Cook. Independence Blue Cross Eric Brown. Lincoln Financial Group Daniel La Luz. Chubb Group Richard Gastineau. Comcast Cable Douglas Cooperberg. Invicro, LLC Communications, LLC Timothy Brown. Lincoln Financial Group Venerable Holdngs Monica Gaudiosi. Dani LaBree. Peter Coote. UGI Corporation Goddard Systems, Inc. Kira Bryers. Pennoni Associates, Inc. QlikTech Inc. Catherine Glenn. Constance Lahoda. Matthew Craig. Chubb Group The Vanguard Group Inc. Lauren Buechner. Comcast Cable Comcast Cable Communications, LLC Howard Gottlieb. David Lamoreaux. Communications, LLC ARAMARK Corporation Calpine Corporation Leigh Culpan. Kathryn Bullard. IKEA Stefan Grewe. Meredith LeConey. Comcast Cable Olympus Corporation of the Jazz Pharmaceuticals Communications, LLC Amanda Daly. Americas UGI Corporation Jessica Lee. Alexander Buonocore. John Griffith, Jr. . Incyte Corporation Ricoh USA, Inc. Nick DeStefano. WSP USA Inc. Chubb Group

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16 Greater Philadelphia Chapter FOCUS 4Q19 continued from page 16

Jay Lemoncelli. Inc. Brielle Rey. Mallory Sweeney. Venerable Holdngs AmerisourceBergen PPL Services Corporation Kent Murphy. Corporation Lurena Lewis. UGI Corporation Michael Swerling. Rhoads Industries Holly Rich. UGI Corporation J. Christopher Naftzger. UGI Corporation John Limongelli Nabriva Therapeutics US, Inc. Cassandra Thomas. Lori Ridyard. Ricoh USA, Inc. Laura Link. Maxwell Nice. Fidelity National Financial, Subaru of America, Inc. EnerSys Inc. Megan Trexler. Chubb Group Katherine Linsey. Christopher O’Connell Elizabeth Rocco. Independence Blue Cross Airgas, Inc. Canon Financial Services, Inc. Michael Troha. Chubb Group Leanna Loucks. Michael O’Connor. Joshua Romirowsky. Lockheed Martin CSL Behring LLC AmeriGas Propane, L.P. Lorena Trujillo. StoneMor Partners L.P. Sarah Luccaro. Rebecca Oliver- Dave Ronemus. HollyHedge Estate Remshifski. CSL Behring LLC Lalena Turchi Universal Display Evan Luce. Emily Voltolina. Corporation Christopher Rusek. Tucker Company Worldwide, Sungard Availability Services AmeriGas Propane, L.P. Inc. Yvonne Osirim. James Vouros Merck & Co., Inc. J. Michael Russell. Sarita Malakar. Cerner Corporation Elizabeth Ware American Water Works Jeremy Ouchley. Independence Blue Cross Service Company, Inc. AmerisourceBergen Joshua Ryan. Corporation Cerner Corporation Kathryn Mallary. Lauren Wilchek. Clinigen Group StoneMor Partners L.P. Danielle Petaja. Joshua Samples. Entercom Communications UGI Corporation John Mannato. Ashley Wilson. Corp. UGI Corporation Christy Saveriano. Saint-Gobain Corporation Brandon Pierce. AAA Club Aliance Inc. William Manning. Gretchen Wisehart PECO Independence Blue Cross Erica Serine. Melissa Wojtylak. Marcel Pratt. ARAMARK Corporation Frank Markle. PCI Pharma Services City of Philadelphia Law UGI Corporation Erika Shalette. Department Matthew Woodward. Chubb Group Dustin Martino. UGI Corporation Ryan Price. ARAMARK Corporation James Sherwood. Subaru of America, Inc. Jared Zane. Independence Blue Cross Dennis McCooe. Nouryon Chemicals LLC Katherine Puccio. Scandinavian Tobacco Group Josh Slomich. EMR USA A/S FIS Daniel Rainer. Sandra McManus. Nancy Smith. CIGNA Property & Casualty Arkema Inc. Lincoln Financial Group Melissa Rand. Neha Mehra. Austin So. AmerisourceBergen HCL America Inc. Stonemor Corporation Rosanne Miller Richard Spenner. Brian Ray. Lincoln Financial Group Jessica Milner. SAP America, Inc. UGI Corporation Ann Strong. Thomas Reid. Cerner Corporation Daniel Mullin. Comcast Corporation Holman Automotive Group,

17 Upcoming ACCGP Events

Visit ACC Greater Philadelphia for the most current event details or to register for chapter events. DECEMBER JANUARY FEBRUARY

DEC 10 JAN 15 FEB 14. Contracts and Commercial Law SAVE THE DATE for a Webinar SAVE THE DATE TO CLE Institute VOLUNTEER for Philly VIP’s Crowne Plaza Hotel JAN 28. Non-profit Legal Clinic SAVE THE DATE for a Webinar DEC 11 VOLUNTEERS NEEDED JAN 30. for Philadelphia VIP’s Small SAVE THE DATE for the Business Legal Assessment ANNUAL SKI & CLE Clinic. Morgan, Lewis & Bockius LLP Be on the DEC 12 Annual Holiday Party and Board lookout for calendar Installation. Racquet Club of Philadelphia updates!

Chapter Leadership

President and Legal Immediate Past President D. Deone Powell Pia Biswas Operations Liaison Anne Bancroft Chief Legal Officer Senior Legal Counsel A. Peter Prinsen Associate General Counsel Philadelphia FIGHT Community SAP America, Inc. Senior VP & General Counsel Exelon Business Services Health Centers Sadeq Khan The Graham Company Company, LLC Frank Borchert Chief Compliance Officer & President Elect Board of Directors and General Counsel & Corporate Deputy General Counsel Jackie Meredith-Batchelor Advocacy Liaison Secretary Vertical Screen, Inc. Sr. Associate General Counsel Kevin Chu Marlette Funding, LLC Scott Schwartz National Railroad Passenger Assistant General Counsel Jonathan Margolis General Counsel Corp. SAP America, Inc. VP and Counsel Dansko, LLC Toll Brothers, Inc. First Vice President Board of Directors Shahrzad Kojouri Kristen Han VP Legal and Compliance Michael Eckhardt Alejandro Bautista Senior Counsel Matic Insurance Services, Inc. Vice President, Chief Risk Counsel Five Below, Inc. Officer, General Counsel & PJM Interconnection, L.L.C. Stephanie Win Hu Secretary Laura Bautista Counsel Alisa Moen Wawa, Inc. Associate Counsel Comcast Corporation General Counsel Vanguard Second Vice President Dillon Gage Metals Chapter Administrator Daniel Slawe Lorraine Koc Austin So Christine Stewart Senior Corporate Counsel Senior Counsel SVP, CLO & Secretary Chapter Administrator SAP America, Inc. DePaul Healthcare Stonemor ACC Greater Philadelphia Maria Kalogredis (215) 295-0729 Secretary Caroline Henrich Deputy General Counsel [email protected] Vice President, General Counsel Jennifer McGlinn Wawa, Inc. General Counsel & Secretary Chapter Assistant Power Home Remodeling Henkels & McCoy Group, Inc. Matthew Shaw Joanne Ray General Counsel Chapter Assistant Joseph Nullmeyer Cheryl Maddox eOriginal Inc. ACC Greater Philadelphia VP, General Counsel General Counsel Mitchell Martin Inc. Public Financial Management, Inc. Michelle Hammel Chief Legal Officer Csongor Pinter Treasurer Delaware River & Bay Authority Lisa Fleischer Corporate Legal Counsel Chief Legal Officer The Chemours Company FC, Pamella Raison De Lage Landen Financial LLC Senior Corporate Counsel Services, Inc Farmers Group, Inc.

18 Greater Philadelphia Chapter FOCUS 4Q19