President's Message Inside 4Q2019
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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.