Inside 2Q2018 2...... ACC Advocates for a Seat at the Table 10....Anonymous Whistleblowers Make ...... Millions for Reporting Their Own . 3...... ACC News ...... Companies to Federal Regulators 4...... 2018 ACC Chapter Board of Directors 12....Welcome New Members! 5...... ACColades 13....Chapter Leadership 6...... ACC Golf Tournament 8...... Family Night with the Missions 8...... Ethics Follies FOCUS President’s Message Brenna Nava, Corporate Counsel, Rackspace Hosting

Leadership and Learning are lup CliftonStrengths test to vices to trace their ancestry Indispensable to Each Other. identify their top five strengths. or medical history. The huge In my previous message, I discussed the The CliftonStrenths assess- break in this over 30-year-old importance of filling your life with experi- ment provides someone or a case came from modern DNA ences. It was great to see so many of you team with the opportunity to and genealogy analysis tools. at the ACC’s annual golf tournament, our develop strengths by building California investigators linked Thirsty Thursday happy hour, and the on their greatest talents — the samples of DNA that the killer Missions baseball game. Thanks for taking way they most naturally think, had discarded from his home the time to connect with other members. feel, and behave as a unique to DNA that one of his relatives Today, I want to focus on another benefit individual or team. had uploaded to the website of GEDmatch, a Florida-based DNA analytics firm. The of your ACC membership: knowledge- After taking the assessment, I discov- news that investigators were able to use sharing materials about topics that matter ered that I have “learner” in my top five this technology to breakthrough a long to a corporate legal department. strengths. According to Gallup, if you cold-case is fantastic but also highlights have learner as a top strength: “You love The ACC offers multiple ways for its mem- the lack of awareness many who use to learn. The subject matter that interests bers to stay on top of the latest changes genetic testing sites may have about how you most will be determined by your other and updates in the law. Check out the ACC their data can be accessed and for what themes and experiences, but whatever the website if you are looking for articles or purpose. Although the killer did not place subject, you will always be drawn to the presentations on timely topics. As an ACC any DNA test results online, his family did. process of learning.” Likewise, I suspect member, you also have access to a database DNA testing has reached a level of popu- that many of you have learner as a strength of template documents that is a valuable larity that ensures many of us have parts as well because as attorneys we are con- resource for attorneys who are new to of our genome available online, even if we stantly learning new things as the law and in-house practice. Look for a refresh as have never participated in genetic testing our companies evolve and change. the ACC staff works to incorporate recent ourselves. Pair this case with the recent feedback on how to make the website Not surprisingly, technology is driving news on Facebook’s partnership with Cam- even better. And, if you have not done so so many of these changes. I still remem- bridge Analytica, you may wish you could already, please check out our chapter web- ber using floppy disks for my computer pick your family and you should choose site at: http://www.acc.com/chapters/san- and cassette tapes to record music. Now, your friends wisely. I don’t say all of this to ant/. We regularly post information from everything is digital and in the cloud. Even scare you away from technology. I did not our sponsors following their presentations though laws are constantly evolving, they share information about my friends with at our monthly luncheons. struggle to keep up with the rapid pace at Cambridge Analytica but I am interested John F. Kennedy once said: “Leadership which technology keeps changing the facts. in learning more about my genealogy. I and learning are indispensable to each Today, your pacemaker, Fitbit and Alexa mention this as a reminder that we are the other.” As lawyers and leaders at our can be used against you in a court of law. lawyers and watchmen for our companies. companies, we are constantly learning. It is critical that we stay on top of these One recent example, the capture of the ever-evolving laws. For more information Rackspace provides all new employees Golden State Killer, has ignited a debate with an opportunity to take the Gal- on how technology impacts the practice of around privacy risks for individuals law, check out the ACC website. who use genetic testing ser- ACC Advocates for a Seat at the Table: General Counsel at the Executive Table and the Boardroom By Mary Blatch, Director of Government and Regulatory Affairs, ACC Stephanie Johnson, Manager, Public Policy and Advocacy, ACC

ACC has launched an exciting new Starting a Movement initiative to ensure that general counsel Last year, when the National Association have a seat at the executive table and of Corporate Directors (NACD) in the boardroom. Based on our 2013 announced that the focus of its annual research report, Skills for the 21st Blue Ribbon Commission Report would Century General Counsel, it is clear that be corporate culture, ACC submitted CEOs and boards of directors increasingly a white paper detailing how executive want the general counsel to contribute to reporting and board access for general corporate strategy. Additionally, when the counsel is a corporate governance general counsel has a seat at the executive matter. In “Leveraging Legal Leadership: leadership table, it shows that a company The General Counsel as a Corporate considers ethics, compliance, and other Culture Influencer,” ACC identifies legal risk considerations to be top of mind. five key indicators of a general counsel of Delaware to film a video on the Seat Despite the clear benefits of securing who is well positioned as a key ally at the Table topic. In addition to ACC a seat at the table for general counsel, in establishing a corporate culture of President and CEO Veta T. Richardson, ACC’s Chief Legal Officers 2018 Survey compliance and ethics: the video featured Gloria Santona, former (CLO Survey) indicates too many general 1. The GC reports directly to the CEO McDonald’s general counsel and current counsel do not have a direct reporting and is considered part of the executive board member at Aon plc, and Weinberg relationship with the CEO and do not management team; Center Associate Director Ann Mulé. The regularly attend board meetings. Globally, Weinberg Center distributed the video to only 64 percent of general counsel report 2. The GC has regular contact with thousands of influencers in the corporate directly to the CEO, and 73 percent the board; governance space. “almost always” attend board meetings. 3. The GC is viewed as independent from ACC and the Weinberg Center also The CLO Survey includes companies the management team; worked together to interview Kenneth across the globe and of all sizes, but the 4. The GC advises on issues outside the C. Frazier, president and CEO of Merck. statistics don’t change greatly for US traditional legal realm, including ethics, Frazier highlighted the significance of a companies or even public companies. In reputation management, and public direct reporting line between the general the United States, 70 percent of general policy; and, counsel and the chief executive officer, counsel report directly to the CEO and stating that, "If the CEO isn't listening to 76 percent almost always attend board 5. Business units regularly include the the lawyers, neither will anyone else in meetings. Among public companies, 70 legal department in decision-making. the organization. Setting the appropriate percent of general counsel report directly The ideas in ACC’s white paper served as tone from the top is essential." to the CEO and 80 percent almost always the basis for Recommendation #5 in the attend board meetings. NACD Blue Ribbon Commission Report In response to a public consultation of the United Kingdom Financial Reporting ACC believes that these numbers are too on Culture as a Corporate Asset, which Council (FRC), ACC submitted low. They indicate that too many general instructs directors to assess whether the comments urging a recommendation counsel find themselves without the chief legal officer or general counsel is that general counsel report directly to information, access, and influence they well positioned within management and the CEO and regularly attend board need to fully contribute in order to ensure in relation to the board. meetings. According to the Chief Legal their company stays ahead of risk and In addition to having the role of Officers 2018 Survey, only 47 percent of maintains a healthy corporate culture. the general counsel included as a general counsel in the UK report directly By advocating on this issue, particularly recommendation in the NACD report, to the chief executive officer. to boards of directors and institutional ACC has been creating other thought investors, we aim to improve the role and leadership on this subject. ACC partnered ACC staff have also engaged in speaking status of general counsel and promote with the John L. Weinberg Center for opportunities on the topic of general ethics and compliance as vital aspects of Corporate Governance at the University counsel influence. These include corporate culture. continued on page 3

2 South Central Texas Chapter FOCUS 2Q18 continued from page 2 presentations at the SMU Dedman School What’s Next? where the general counsel does not of Law Corporate Counsel Symposium, As ACC seeks to further support our have access to the CEO is helpful to us NACD Philadelphia, the ABA Business positions on the importance of the in creating case studies, and of course, Law Section Fall Meeting, and general counsel, we will be looking to we value your privacy and treat this Ethisphere’s Global Ethics Summit. leverage the wealth of data that comes information as confidential. Finally, if you have connections in the company directory Most recently, we interviewed Teri from our annual CLO Survey and other or institutional investor communities, Plummer McClure, chief human research projects. We are also looking you can be of assistance as we look for resources officer and senior vice president to take the initiative globally. Most areas additional avenues of communicating our of labor for UPS. The Weinberg Center outside of the United States have lower message to these constituencies. video, the interviews, and more are levels of direct-to-CEO reporting and available at www.acc.com/governance. board attendance among general counsel. Be sure to check out our activities at Also available on the website are a As an ACC member, you can help as www.acc.com/governance. For more number of our media placements on well. We would love to hear from general information about ACC’s Seat at the Table this topic, including articles in Law360, counsel who do not currently report to the initiative or if you would like to discuss Ethisphere Magazine, The Global Legal CEO or who did not report to the CEO other issues relevant to ACC advocacy, Post, Le Monde Du Droit, and the in a prior role. Any stories that illustrate please feel free to contact the author at Financial Times. potential pitfalls of reporting arrangements [email protected] or 202-677-4775 or email our team at [email protected]. ACC News

2018 ACC Annual Meeting: Are You Conducting Diligence ACC Chief Legal Officers 2018 Exclusively for In-house Counsel on EVERY VENDOR and Third- Survey The 2018 ACC Annual Meeting, the world’s party that has Access to Your The ACC Chief Legal Officers Survey largest gathering of in-house counsel, is Systems or Data? offers an opportunity to get data that scheduled for October 21-24 in Austin, Your vendors are now prime targets for supports the imperative for the CLO to TX. In less than three days you can choose data breaches and small vendors can report directly to the CEO. Other notable from over 100 substantive sessions to fulfill provide easy access for hackers. Even findings include what keeps CLOs up at your annual CLE/CPD requirements, meet cleaning crews, HVAC vendors, and night, reporting structures, how CLOs leading legal service providers and network food distributors, to name a few, can view the future of departmental budgets with your in-house peers from around the all lead to data breaches, but are often and staffing, litigation and contract world. Group discounts are available. Visit overlooked in the vendor diligence workload, and where data breaches am.acc.com for more information. process. ACC’s Exclusive third-party and regulatory issues have the greatest due diligence service should be in your impact. Download it today at www.acc. Drive Success with Business arsenal. Visit www.acc.com/VRS for more com/closurvey Education for In-house Counsel information. Over-retention of personal data is an To become a trusted advisor for business egregious violation of the GDPR and data executives, it’s imperative for in-house New to In-house? Are you protection laws. Meet your requirements counsel to understand the business prepared? in 45 days with Jordan Lawrence’s proven operations of your company. Attend The ACC Corporate Counsel University® standards, models and frameworks business education courses offered by (June 20-22, Philadelphia, PA), combines that are relied on by hundreds of your ACC and the Boston University Questrom practical fundamentals with career corporate counsel peers. Demonstrate School of Business to learn critical business building opportunities, which will compliance. Reduce risks. Learn more disciplines and earn valuable CLE credits: help you excel in your in-house role. today: Data Minimization Service Come to this unrivaled event to gain • Mini MBA for In-house Counsel, June A Guide to Due Diligence Preparedness 4-6, September 12-14, and November 7-9 valuable insights from experienced in-house counsel, earn CLE/CPD credits - a free eBook from Wolters Kluwer and • Finance and Accounting for In-house (including ethics credits) and build effacts. To help you prepare for a due Counsel, September 5-7 relationships and expand your network of diligence, download our due diligence peers. Register at ccu.acc.com. guide that includes a helpful checklist • Project Management for in-house Law to rate your current readiness and Department, November 14-15 identify where you need to improve your Learn more and register at www.acc.com/ company’s legal data governance. For more businessedu. visit www.WoltersKluwerLR.com.

3 2018 ACC South/Central Texas Chapter Board of Directors

----09 2018 ACC South/Central Texas Chapter Board of Directors President Vice President Vice President Cost Annual Chapter Benefits: Rackspace Hosting DPT Laboratories Corporate”‡ƒƒ˜ƒ Counsel 2018 ACC ChapterSeniorƒ›ƒ”› ƒ””‡ŽŽ Director,Board Regulatory of Affairs Directors ”‹‡‹$1 2,000 • ‡”‹•‡‹ͷ̷‰ƒ‹ŽǤ ‘ Guaranteed Luncheon CLE Presentation before ACC Membership.

FirmPresident may send up to eight additional representativesVice President to develop personal Vice President Š‘‡ǣȋʹͳͲȌ͵ͳʹǦͻ͵ͳ͸ Š‘‡ǣȋʹͳͲȌͷ͵ͳǦ͹ʹͳͺ Cost Annual Chapter Benefits: „”‡ƒǤƒ˜ƒ̷”ƒ •’ƒ ‡Ǥ ‘contactsRackspace with Hosting ACC members. Any written materialsƒ›Ǥƒ”›Ǥ ƒ””‡ŽŽ̷†’–Žƒ„•Ǥ ‘DPT Laboratories from presentation will be  postedCorporate”‡ƒƒ˜ƒ on the Counsel chapter web site. Seniorƒ›ƒ”› ƒ””‡ŽŽ Director, Regulatory Affairs ”‹‡‹$1 2,000 • ‡”‹•‡‹ͷ̷‰ƒ‹ŽǤ ‘ Guaranteed Luncheon CLE Presentation before ACC Membership. • 1 Roundtable Sponsorship of your choice with opportunity to moderate President ElectFirm may send up to eight additional representativesVice President to develop personal Vice President/ Asst. Treasurer • Š‘‡ǣȋʹͳͲȌ͵ͳʹǦͻ͵ͳ͸ Š‘‡ǣȋʹͳͲȌͷ͵ͳǦ͹ʹͳͺ Rotating„”‡ƒǤƒ˜ƒ̷”ƒ •’ƒ ‡Ǥ ‘contacts Banner with Ad ACC on ACCmembers. Chapter Any written web site materialsƒ›Ǥƒ”›Ǥ ƒ””‡ŽŽ̷†’–Žƒ„•Ǥ ‘ from presentation will be CPS Energy  Capture RX  USAA  •  posted on the chapter web site. ƒ†”ƒ—Ž‹•Newsletter Article in one of the ACC quarterly ‡••‹ ƒ‡”ƒ newsletters Executive ‘––Š”‡†‡” Director, Attorney • 1 Roundtable Sponsorship of your choice with opportunity to moderate  • OpportunityPresident Electto host a Cocktail Party for ACC ViceMembership President and spouses Vice President/ Asst. Treasurer ‡’—–› ‡‡”ƒŽ‘—•‡Ž• Rotating Banner Ad on ACC Chapter web‹ ‡”‡•‹†‡–ǡ‡‰ƒŽˆˆƒ‹”• site   • Š‘‡ȋʹͳͲȌ͵ͷ͵8 tickets toǦ ʹ͵ͷͳour annual Mission’s Baseball GameŠ‘‡ǣ ȋʹͳͲȌͷͺ͹Event  Ǧ͵Ͷͺ͸ Š‘‡ǣȋʹͳͲȌͶͻͺǦͷ͸ͻͲ • CPSNewsletter Energy Article in one of the ACC quarterlyCapture newsletters RX USAA • œŽ’—Ž‹•̷ ’•‡‡”‰›Ǥ ‘Invitationƒ†”ƒ—Ž‹• to Board  of Directors’ Annual Planning ‡••‹ ƒǤŽ‡”ƒ̷ ƒ’–—”‡”šǤ ‘ ‡••‹ ƒ‡”ƒ Retreat Cocktail Party Executive ‘––Š”‡†‡”• ‘––Ǥ•Š”‡†‡”̷—•ƒƒǤ ‘ Director, Attorney   • Opportunity to host a Cocktail Party for ACC Membership and spouses  •  Invitation‡’—–› ‡‡”ƒŽ‘—•‡Ž for four to attend any non-attorney ‹ ‡”‡•‹†‡–ǡ‡‰ƒŽˆˆƒ‹”•vendor sponsored luncheons (if vendor approves).  • Š‘‡ȋʹͳͲȌ͵ͷ͵8 tickets toǦ ʹ͵ͷͳour annual Mission’s Baseball GameŠ‘‡ǣ ȋʹͳͲȌͷͺ͹Event Ǧ͵Ͷͺ͸ Š‘‡ǣȋʹͳͲȌͶͻͺǦͷ͸ͻͲ  •  Facebook,œŽ’—Ž‹•̷ ’•‡‡”‰›Ǥ ‘ Twitter, and Ethics Follies® Web ‡••‹ ƒǤŽ‡”ƒ̷ ƒ’–—”‡”šǤ ‘site Recognition  • ‘––Ǥ•Š”‡†‡”̷—•ƒƒǤ ‘ • Invitation to Board of Directors’ Annual Planning Retreat Cocktail Party  Secretary  Vice President  Immediate Past President • Invitation• Invitation to provide for four Sponsor to attend Spotlight any non- attorneyFeature vendor for ACC sponsored Web page luncheon Durings (if vendorMonth approvesof Presentation).

DIAMOND  •Andeavor •  Facebook, Twitter, and Ethics Follies® WebiHeartMedia site Recognition  Lewis Energy Opportunity to provide web cast on legal topic of choice to ACC Chapter Members (arrangements made by Senior‡ŽŽ›—”Ž CounselSecretaryŽ  ‘‹ ƒ‡”ƒVice President ImmediateSr.‡•Šƒ”’Ž‡• Legal Past Counsel President sponsor)• Invitation to provide Sponsor Spotlight Feature for ACC Web page During Month of Presentation DIAMOND  • AndeavorOpportunity to provide web cast on legal topic‡‹‘”‘”’‘”ƒ–‡‘—•‡ŽǡiHeartMedia of choice  to ACC Chapter Members (arrangementsLewis Energy made by • Opportunity‡ŽŽ›—”ŽŽ to work with chapter’s Pro Bono ‘‹ ƒ‡”ƒCommittee and ACC volunteers on a Pro‡•Šƒ”’Ž‡• Bono Project (Ask an Š‘‡ǣȋʹͳͲȌ͸ʹ͸Seniorsponsor) CounselǦͶͶ͵ͳ  ’Ž‘›‡– Sr. LegalŠ‘‡ǣȋʹͳͲȌ͵ͺͶ Counsel ǦͷͲͳ͹ Attorney Event)  ‡ŽŽ›Ǥ‰Ǥ —”ŽŽ̷–•‘ ‘”’Ǥ ‘• Opportunity to work with chapter’s Pro BonoŠ‘‡ǣȋʹͳͲȌͺ͵ʹ‡‹‘”‘”’‘”ƒ–‡‘—•‡Žǡ Committee andǦ͵ͷͲ͵ ACC volunteers on a Pro Bono Project™•Šƒ”’Ž‡•̷Ž‡™‹•‡‡”‰›Ǥ ‘ (Ask an  • DiamondŠ‘‡ǣȋʹͳͲȌ͸ʹ͸ Sponsor’sǦͶͶ͵ͳ legal expertise will be offered‘‹ ƒǤŽ‡”ƒ̷‹ ‡ƒ”–‡†‹ƒǤ ‘’Ž‘›‡– to ACC Membership’s in-house lawŠ‘‡ǣȋʹͳͲȌ͵ͺͶ departments ǦͷͲͳ͹ as a private Attorney Event) ‡ŽŽ›Ǥ‰Ǥ —”ŽŽ̷–•‘ ‘”’Ǥ ‘  Š‘‡ǣȋʹͳͲȌͺ͵ʹǦ͵ͷͲ͵ ™•Šƒ”’Ž‡•̷Ž‡™‹•‡‡”‰›Ǥ ‘   legal update to General Counsel and staff, held at the offices of the member upon sponsors request Treasurer• Diamond Sponsor’s legal expertise will beVice offered‘‹ ƒǤŽ‡”ƒ̷‹ ‡ƒ”–‡†‹ƒǤ ‘ President to ACC Membership’s in-house law departments as a private   • Sponsor legal may update elect to to General send a Counsel “thank andyou” staff, message held at theto program/event offices of the member attendees upon sponsorsfollowing request their program(s) in Treasurer  Vice President Whatabrandscoordination•  Sponsor LLC with may the elect ACC to send South/Central a “thank you” TX Jordanmessage administrator. Foster to Constructionprogram/event attendees following their program(s) in ƒ˜‹‡””ƒ†ƒ ‘—”–‡› ‡†”‹  ”‡‡ Whatabrandscoordination LLC with the ACC South/Central TXJordan administrator. Foster Construction  ƒ˜‹‡””ƒ†ƒ ‘—”–‡› ‡†”‹  ”‡‡ Ethicsˆˆ‹ ‡‘ˆ ‡‡”ƒŽ‘—•‡Ž Follies® BenefitsǦ : ‡‡”ƒŽ‘—•‡Ž ‘–”ƒ –•ƒƒ‰‡”Ethicsˆˆ‹ ‡‘ˆ ‡‡”ƒŽ‘—•‡Ž Follies® BenefitsǦ : Š‘‡ǣȋʹͳͲȌ ‡‡”ƒŽ‘—•‡Ž͵͹ͷ Ǧͳʹ͸Ͳ ‘–”ƒ –•ƒƒ‰‡” Š‘‡ǣȋʹͳͲȌ͵͹ͷǦͳʹ͸Ͳ • Š‘‡ǣȋʹͳͲȌͶ͹͸Playbill SponsorǦ͸͸ͻͶ (a $3,500 value)  ‡†”‹ ̷Œ‘”†ƒˆ‘•–‡” ‘•–”— –‹‘Ǥ ‘ Œƒ”ƒ†ƒ̷™„Š“Ǥ ‘• Š‘‡ǣȋʹͳͲȌͶ͹͸ Ǧ͸͸ͻͶ   ‡†”‹ ̷Œ‘”†ƒˆ‘•–‡” ‘•–”— –‹‘Ǥ ‘ Œƒ”ƒ†ƒ̷™„Š“Ǥ ‘Playbill Sponsor (a $3,500 value)  Includes:Includes: Guaranteed Guaranteed great great seats seats for for 8 attendees8 attendees for for eithereither performanceperformance and and catered catered Networking Networking Reception; Reception; Vice President Vice President Executive Director:  •SpecialVice• SpecialPresident half-page half - pagerecognition recognition in Playbill in Playbill (program) (program)Vice President:: ••RRecognition of of your your organizati organization withonExecutive withlogo andlogo Director: approved and approved copy; •Allcopy; the •All benefits the benefits of a ofTable a Table Sponsorship. Sponsorship.ZachryZachry [Diamond [Diamond Group Group  sponsorssponsors may may upgrade upgrade their their Ethics Ethics Follies® Follies® NuStar‹‡‹ŽŽ‹‰‡”sponsorship EnergyNuStar‹‡‹ŽŽ‹‰‡”sponsorship Energy to the to “Producer” the “Producer” level level for for an an additionalBusiness‘†‡‘‘”‡ additionalBusiness‘†‡‘‘”‡ Group Group $1500$1500 Counsel oror to to the the “Community “Community Leader” Leader”„‡”ǤŽƒ” level„‡”ǤŽƒ” levelfor an for additional an additional ‡‹‘”‘—•‡Ž‡‹‘”‘—•‡Ž  ʹͳ͹‹ Š‡•–‡””Ǥʹͳ͹‹ Š‡•–‡””Ǥ    ‡”‰Š‡‹ǡ‡šƒ•͹ͺͲͲͶ‡”‰Š‡‹ǡ‡šƒ•͹ͺͲͲͶ  Š‘‡ǣȋʹͳͲȌͻͳͺǦʹͲͻͳ Š‘‡ǣȋʹͳͲȌͷͺͺǦ͸ͲͲ͵ Š‘‡ǣʹͳͲǦ͹ʹ͵Ǧͺ͹͸ͻ Š‘‡ǣȋʹͳͲȌ‹‡Ǥ‹ŽŽ‹‰‡”̷ͻͳͺǦʹͲͻͳ—–ƒ”‡‡”‰›Ǥ ‘  Š‘‡ǣȋʹͳͲȌͷͺͺǦ͸ͲͲ͵ Š‘‡ǣʹͳͲǦ͹ʹ͵Ǧͺ͹͸ͻ ‹‡Ǥ‹ŽŽ‹‰‡”̷—–ƒ”‡‡”‰›Ǥ ‘ ‘‘”‡”ƒ̷œƒ Š”›‰‘—’Ǥ ‘ •‘—–Š ‡–”ƒŽ–š̷ƒ ‰Ž‘„ƒŽǤ ‘ ‘‘”‡”ƒ̷œƒ Š”›‰‘—’Ǥ ‘   •‘—–Š ‡–”ƒŽ–š̷ƒ ‰Ž‘„ƒŽǤ ‘       PAST PRESIDENTS:  PAST PRESIDENTS:

‘‹ ƒ”‘ŽŽ‹‰‡”ȋʹͲͳ͸Ȍƒ–Š›ƒ–‡•ȋʹͲͳͷȌ‹ Š‡›‘Ž†•ȋʹͲͳͶȌ‹‡ ‹„„•ȋʹͲͳ͵Ȍƒ‘’‡œȋʹͲͳʹȌ‡ŽŽ‹—„‡–ƒȋʹͲͳͳȌǡ ‰”‹†–‹‡‡ȋʹͲͳͲȌǡ ‘‹ ƒ”‘ŽŽ‹‰‡”ȋʹͲͳ͸Ȍƒ–Š›ƒ–‡•ȋʹͲͳͷȌ‹ Š‡›‘Ž†•ȋʹͲͳͶȌ‹‡ ‹„„•ȋʹͲͳ͵Ȍƒ‘’‡œȋʹͲͳʹȌ‡ŽŽ‹—„‡–ƒȋʹͲͳͳȌǡ ‰”ƒ›Ǥ ”‹‡•ȋʹͲͲͻȌǡ‹ƒ‡ ‹”• ŠȋʹͲͲͺȌǡ‡ƒ‰ƒǤ ‘›ȋʹͲͲ͹Ȍǡ‡‡—•‡„ƒ”›ȋʹͲͲ͸Ȍǡ‹ Šƒ‡ŽǤŽƒ”ȋʹͲͲͷȌǡ ‹†–‹‡‡ȋʹͲͳͲȌǡ ƒ›Ǥ ”‹‡•ȋʹͲͲͻȌǡƒ”›”‡ƒ–‹ ŠȋʹͲͲͶȌǡ‹†ƒ”‘œ†ȋʹͲͲ͵Ȍǡ‘††‹Ž„‡”ƒȋʹͲͲʹȌǡ‡ ›ƒ‹‡›ȋʹͲͲͳȌǡ‹ Šƒ”†‡‡†ȋʹͲͲͲȌǡ‹ƒ‡ ‹”• ŠȋʹͲͲͺȌǡ‡ƒ‰ƒǤ ‘›ȋʹͲͲ͹Ȍǡ‡‡—•‡„ƒ”›ȋʹͲͲ͸Ȍǡ‹ Šƒ‡ŽǤŽƒ”ȋʹͲͲͷȌǡ  ƒ”‘Ž‘””‘™ȋͳͻͻͻȌǡ ‡””›‹‰ȋͳͻͻͺȌǡ–ƒ ‘”‹ ȋͳͻͻ͹Ȍǡ”— ‡Ž‡‡–•ȋͳͻͻ͸Ȍǡ‡””‹‡ƒ˜ƒƒ—‰ŠȋͳͻͻͷȌ`  ƒ”›”‡ƒ–‹ ŠȋʹͲͲͶȌǡ‹†ƒ”‘œ†ȋʹͲͲ͵Ȍǡ‘††‹Ž„‡”ƒȋʹͲͲʹȌǡ‡ ›ƒ‹‡›ȋʹͲͲͳȌǡ‹ Šƒ”†‡‡†ȋʹͲͲͲȌǡ ƒ”‘Ž‘””‘™ȋͳͻͻͻȌǡ ‡””›‹‰ȋͳͻͻͺȌǡ–ƒ ‘”‹ ȋͳͻͻ͹Ȍǡ”— ‡Ž‡‡–•ȋͳͻͻ͸Ȍǡ‡””‹‡ƒ˜ƒƒ—‰ŠȋͳͻͻͷȌ` 

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Up-To-Date? Is your company looking to fill an in-house position? Do you know about a current in-house job opening? If so, please You may edit/update your contact or personal information, let us know so that we can advertise the position to our etc. by logging into www.acc.com and selecting “My ACC.” membership. Then click on “My Contact or My Personal Info.” Scroll to the bottom of your profile and click on “Edit My Info.” It’s Send an email to our Chapter Executive Director at that easy! [email protected].

4 South Central Texas Chapter FOCUS 2Q18 Don’t Miss! ACC Running Club- This year our monthly CLE luncheons will continue to take “Team Accelerate” News place at the Plaza Club. The ACC Running Club is in the process The cost to attend the luncheons is $15.00 for members of planning some great runs for this year. and $25.00 for non-member guests. (In-house counsel and If you would like to be included on the sponsoring firm only, please.) Check out our Chapter web running club’s email list and receive page at http://www.acc.com/chapters/sanant.php for our notices of events, please contact our current calendar of events and registration information. new Team ACCelerate club chair, No other professional organization in San Antonio offers Javier Aranda at jaranda@wbhq.com. better CLE programs at a more affordable price that is specifically geared to meeting the needs and issues of in-house counsel. For more information, or to register for any of these events, contact Amber Clark at [email protected]

ACColades

Linda Drozd was Brenna Nava has been promoted to a Director- promoted to Senior level position on Jame’s Director on her team Avery’s Executive Team. at Rackspace.

Congratulations to ANDEAVOR AND COUNSEL MANAGEMENT GROUP for being named as ACC’s 2018 Value Challenge Award winners!

Have you received a promotion lately? Changed jobs? Do you know of someone who is new to in-house or who deserves a little recognition for a job well done? Please email us at [email protected] with your “ACColades” tips.

5 ACC Golf Tournament

6 South Central Texas Chapter FOCUS 2Q18

7 Family Night with the Missions

Ethics Follies By Lee Cusenbary, General Counsel of Mission Pharmacal

The Ethics Follies® production, Being Walter Decent, is now streaming online for your entertainment and education. Receive two hours Texas Ethics MCLE for $100 (same as some Texas State Bar CLE, but more entertaining). [For current ACC members, the MCLE is yours for only $60!] The Ethics Follies is having a great year so far after winning ACC National’s Award for Innovative Programming! Our chapter has been asked to present “Ethics Follies 2018 Shyster Act” at the ACC National Convention in Austin, Texas. We have also been asked to present at the National Confer- ence of Bankruptcy Judges and Attorneys in San Antonio and at a special show for ACC New Jersey. We’d love to have you join us for this exciting year of shows! No experience necessary. We need people to help make simple set pieces, act as stage hands, sing on or off stage, dancers, social marketing, set up a food table for rehearsals, and many other “easy to do” and fun volunteer activities. The networking and fellowship of in-house attorneys is really rewarding. My wife and I have really enjoyed the rehearsals and shows of Ethics Follies for the past 12 years and would love for you and your family to be part of the group as well. Please let me or Amber know if you’d like to do a little or a lot with Ethics Follies this year. You are very welcomed to join the cast and crew.

Here are the dates for your calendars if you’d like to perform in one or more of the shows: »»September 13th is the Kickoff Dinner »»National Bankruptcy Judges Conference in San Antonio at Dykema Cox Smith at 6 p.m. on Oct. 30 at 9 a.m. (one hour preview in Convention Center) »»National ACC Conference at Austin »»Empire Theatre Oct. 31 from 2-4:30 and Nov. 1 at 7. Convention Center on Wed. Oct. 24 »»ACC New Jersey is Thursday, Nov. 15, 2018 at 6 p.m. at 11 a.m. (90 minute performance)

Thanks for your support of The Ethics Follies Committee! 8 South Central Texas Chapter FOCUS 2Q18 9 Anonymous Whistleblowers Make Millions for Reporting Their Own Companies to Federal Regulators By Ferdose al-Taie, Dykema Cox Smith

Since 2010, when the Dodd-Frank Wall most successful tip-based cooperation its whistleblowers in exchange for Street Reform and Consumer Protection programs in the federal government: anonymity, immunity and potentially Act (“Dodd-Frank”) was signed into cooperating informants in criminal cases significant financial awards. Under the law, whistleblowers gained significant prosecuted by U.S. Department of Justice program, eligible whistleblowers are financial incentives and protections to (DOJ), qui tam provisions of the False entitled to an award of between 10% report wrongdoing by their companies, Claims Act managed by DOJ, and the and 30% of the monetary sanctions officers and directors to federal regulators. Internal Revenue Service’s whistleblower collected in actions brought by the U.S. Generally, a whistleblower is any person reward program. Taking the best structures Securities and Exchange Commission, who reveals misconduct by his respective and protections of each, the Dodd-Frank the U.S. Commodity and Futures Trading employer or another business or entity. whistleblower provisions have been wildly Commission, and related actions brought Congress drafted the Dodd-Frank successful for the federal government, by certain other regulatory and law whistleblower framework to mirror the which requires strict cooperation by enforcement authorities.

Dodd-Frank Whistleblower Awards Number of Minimum Sanctions Aggregate Awards Largest Individual Federal Agency First Award Year Individuals Sanctions Percentage for to Date Award Awarded Requirement Award U.S. Securities and Exchange 2012 $266.31 million 55 $33 million $1 million 10-30% Commission U.S. Commodity Futures Trading 2014 $10.34 million 3 $10 million $1 million 10-30% Commission

Who is a Dodd-Frank whistleblower? officials); fraudulent conduct in municipal (b) he obtained the information under securities offerings or public pension circumstances indicating that those officials Dodd-Frank defines a whistleblower as plans; Ponzi schemes, pyramid schemes, were already aware of the information. an individual, or two or more individuals high-yield investment programs; theft or acting jointly. Only natural persons, and misappropriation of funds or securities; What is “voluntary” information? not corporations, can be whistleblowers. any other conduct that leads to an Whistleblowers have no citizenship or The voluntary information requirement enforcement action. residency requirements, so tips come into is met when a whistleblower (or his counsel) provides his submission before the Commission from individuals around Can company lawyers, compliance he receives an inquiry, request or demand the globe. professionals, auditors and officers be that relates to the subject matter of the tip eligible whistleblowers? Who is an eligible whistleblower? provided. Submissions are not deemed Yes, when at least one of these conditions voluntary if the whistleblower has a An eligible whistleblower is a person who is present: (1) the whistleblower reasonably pre-existing legal or contractual duty to voluntarily provides the Commission believes that disclosure to the Commission provide the information to the Congress, with original information about a is needed to prevent substantial injury the Commission, the Public Company possible violation of federal securities law, to the company or investors; (2) the Accounting Oversight Board (PCAOB), including: manipulation of a security’s whistleblower reasonably believes that or any self-regulatory organization, such price or volume; false or misleading the company is acting in a way that would as the Financial Industry Regulatory statements about a company, including impede an investigation of these violations; Authority (FINRA). false or misleading SEC reports, financial and, (3) at least 120 days have passed statements, investor calls, press interviews; since: (a) the whistleblower reported What is “original” information? insider trading; abusive naked short his information internally to the audit selling; Foreign Corrupt Practices Act Original information is: (1) derived committee, chief legal officer or other violations (bribery of, improper payments from the whistleblower’s independent appropriate official of the company, or to, or providing things of value to foreign knowledge or independent analysis; (2) continued on page 11

10 South Central Texas Chapter FOCUS 2Q18 continued from page 10 not already known to the Commission a whistleblower between 10% and 30% self-regulatory organization such as by any other source (if the whistleblower of the sanctions total, subject to the FINRA; PCAOB; or a law enforcement originally provided information to another unique facts and circumstances of the organization; (2) who has been convicted federal agency which then passed it on case and the whistleblower himself. of a criminal violation related to the to the Commission, this requirement These can be wholly individual awards judicial or administrative action for is still met); (3) not exclusively derived or awards apportioned among several which the whistleblower otherwise could from allegations made in certain judicial whistleblowers providing the same or receive an award; (3) who gains the or administrative hearings, government similar information. information through the performance of reports, audits or investigations, or a financial audit required by the securities The Commission may increase award derived from the media—unless the laws; (4) who fails to submit information percentages based on: (1) the significance of whistleblower herself is a source of that to the Commission in such form as the information provided by the whistleblower same information. Commission may require by rule. to the success of the proceedings; (2) the Independent knowledge is defined as extent of assistance provided; (3) law Can whistleblowers really stay factual information that is not derived enforcement interest in deterring particular anonymous? from publicly available sources. The securities violations; (4) whether and to whistleblower may have observed the what extent a whistleblower participated in Yes, early concerns that the Commission facts herself or gained the knowledge a company’s internal compliance reporting would or could not keep whistleblowers’ from his experiences or communications. systems at the same time or prior to identities anonymous have been allayed. This means that a whistleblower can have reporting to the Commission. Both the U.S. Securities and Exchange independent knowledge despite having Commission and U.S. Commodity The Commission may decrease award learned it second or third hand, as long as Futures Trading Association have percentages if the whistleblower: (1) was the person conveying the information was demonstrated their abilities to keep involved or culpable in the wrongdoing not a company lawyer, compliance officer whistleblowers’ identities anonymous. he reported; (2) was unreasonably delayed or auditor. Of the 58 individuals who have received in making his report; or (3) interfered Dodd-Frank whistleblower awards to Independent analysis is defined as with his company’s internal compliance date, only three are publicly-known, and a whistleblower’s examination and and reporting systems by making false those three disclosed their own identities evaluation he conducted alone or with statements to compliance, for example. after receiving their whistleblower awards. others of information that might be Whistleblower awards are not paid publicly-available, where his analysis Whistleblowers who wish to stay from money that would otherwise go to reveals information not generally known anonymous file their claims through investors. To ensure that whistleblower or available to the public. counsel. All materials and information awards would not diminish the recovery are passed through the whistleblower’s How might whistleblower tips “lead amounts for securities law violations, counsel unless and until the Commission to” a successful action? Congress established the Investor needs to assess the individual Protection Fund, from which eligible whistleblower’s characteristics to A whistleblower’s information satisfies whistleblowers are paid. Both the SEC determine the award percentage and this requirement if it causes the and the CFTC provide whistleblower actually make payment. If a matter Commission to open a new investigation, reports to Congress that detail financial were to litigate in an administrative or re-open a previously closed investigation, information for their respective court proceeding, it is possible that a pursue a new line of inquiry in an existing whistleblower programs and investor whistleblower’s identity would become investigation, and only if the Commission protection funds on an annual basis. known because of the likelihood he brings a successful enforcement action would be called to testify. As a practical based at least in part on the information Is there anyone who does NOT matter, however, whistleblower- the whistleblower provided. qualify as a Dodd-Frank whistleblower? involved investigations regularly How much can whistleblowers get Subject to the exceptions already result in settlement because of the awarded for successful tips and where discussed related to lawyers, auditors quality of information provided by the does the money come from? and compliance personnel. Dodd- whistleblower himself. Frank prohibits a whistleblower: (1) In order to get an award, the who is, or was at the time he acquired What can my company do to stop a whistleblower’s information must lead the original information submitted to whistleblower? to a successful Commission action the Commission, a member, officer, or The best way to defend your company is resulting in monetary sanctions of over employee of certain regulatory agencies, to have an effective and robust securities $1 million. The Commission can award including SEC, CFTC and DOJ; a

continued on page 12

11 continued from page 11 compliance team that allows employees The Commission has spent the last few Commission without any internal reporting, to feel valued and respected for internally years bringing stand-alone cases just a move that exposed them to discovery by reporting wrongdoing. To the greatest to sanction employers for: retaliatory their employers anyway. It is unclear how extent possible, internal whistleblowers conduct; taking actions to impede Digital Realty will affect whistleblowing by must be given ample information that reporting; taking actions requiring company lawyers, auditors and compliance the issue was resolved or information employees to notify employers prior to, or professionals, but most whistleblower counsel on why there really was not an issue of contemporaneously with federal agency are advising those categories of clients to concern, to prevent them from externally reporting; requiring employees to sign make contemporaneous reports to both the blowing the whistle. A close adherence separation agreements or employment Commission and their companies. If the to a swift but thorough investigation, contracts that remove whistleblower company resolves the issue within 120 days, remediation and conclusion during the incentives; terminate, harassing or there may not be a whistleblower award. 120-day window is key to protecting the demoting employees will be sanctioned. company. Employing outside counsel who Indeed, it was a featured priority in About the build a reporting and resolution system 2017, with its successes often touted in author: Ferdose that closely tracks regulatory guidance is the Commission’s annual whistleblower al-Taie’s practice important because advice of counsel has report to Congress. At the Commission’s at Dykema spans been an effective defense for companies election, anti-retaliation cases have original securities law, charged with securities laws violations by jurisdiction in administrative proceedings white collar the Commission. or federal court, but the Commission criminal defense has elected to proceed before its own and antitrust It is very important to remember Administrative Law Judges every time. law. Ferdose that employers may not terminate, joined Dykema demote, suspend, harass, or in any way With the Supreme Court’s opinion in in June 2017 discriminate against a would-be or actual Digital Realty Trust, Inc. v. Somers, 138 from the SEC in Washington, DC where whistleblower. Dodd-Frank expanded the S. Ct. 767 (Feb. 21, 2018), the unanimous she was Senior Counsel in the Division protections for whistleblowers directly court resolved a Circuit split when it held of Enforcement for more than 4 1/2 and by augmenting the preexisting that in order to trigger Dodd-Frank’s anti- years. Her federal service also includes protections under the Sarbanes-Oxley retaliation provisions, a whistleblower must more than 4 years at DOJ where she was Act (administered by the Department report directly to “the Commission,” such appointed as: an AUSA in the District of of Labor). Commission Rule 21F-17(a) that an internal report at the company did Arizona, a Special AUSA in the Eastern makes it plain: “No person may take not qualify that employee for whistleblower District of Virginia, and a Trial Attorney action to impede an individual from status and confer anti-retaliation protections, at the Antitrust Division in Washington, communicating directly with the even though he was terminated for making DC. Prior to her federal service, Ferdose Commission staff about a possible his report. Digital Realty thus removed worked as an antitrust lawyer for 6 years securities law violation, including any incentive for whistleblowers to report at two Am-Law 10 firms in Washington, enforcing, or threatening to enforce, a internally before tipping off a federal agency, DC. She began her legal career as the confidentiality agreement…with respect something that was not necessarily true in Senior Law Clerk to Chief Judge Jerry to such communications.” the past. Whistleblower counsel are now Buchmeyer in the U.S. District Court for advising their clients to report directly to the the Northern District of Texas in Dallas.

Welcome New Members!

Andrew Casillas Nicole Jackson. Rebecca Sanchez Executive Director, Contracting and General Counsel . Assistant General Counsel Legal Compliance . Silotech Group, Inc. USAA Real Estate Company InGenesis, Inc. Dee Dee McKee. Laurie Stallman. Lisa Davis. Corporate Counsel Manager, Legal Operations General Counsel. Rackspace US, Inc. Pearson plc TAVHealth Melissa Roberson. Morgan Stephens. Samantha Dyal . Director, Process Excellence. Corporate Counsel, Real Estate. Counsel . USAA Andeavor Valero Energy Corporation

12 South Central Texas Chapter FOCUS 2Q18 Chapter Leadership

President Brenna Nava Rackspace Hosting, Inc. 210.312.9316 1025 Connecticut Avenue, NW, Suite 200 [email protected] Washington, DC 20036-5425 President Elect Zandra Pulis CPS Energy 210.353.4370 [email protected] Vice President Michael Dillinger NuStar Energy L.P.. 210.918.2091 [email protected] Vice President Courtney Green Jordan Foster Construction. 210.375.1260 . [email protected] Vice President Kay Mary Harrell DPT Laboratories 210.531.7218 [email protected] Vice President Jessica Lerma CaptureRx . 210.587.3486. [email protected] Vice President Monica Lerma iHeartMedia, Inc 210.832.3503 monica.lerma@iheartmedia.com Vice President Rode’ Moore Zachry Group 210.588.6003 Let Us Know… [email protected] Vice President • What CLE presentation topics interest you? Erin Seki H.E. Butt Grocery Co. • How can we help you make the most out of 210.938.8838 [email protected] your ACC membership? Vice President • Would you like to serve on a committee? Scott Shreder USAA 210.498.5690 • Are we meeting your needs? scott.shreder@usaa.com • Do you know someone interested in joining? Secretary Kelly Curll Andeavor Companies, Inc. • Do you have some Corporate Counsel 210.626.4431 related news you’d like to share? [email protected] Treasurer • Do you know someone who would be interested in becoming a speaker and/ Javier Aranda or sponsor? Whataburger Restaurants, LLC 210.472.6694 • Would you like to join or lead one of our shared interest groups (running, [email protected] theatre, dinner, etc.)? Immediate Past President Weston Sharples Email your comments to [email protected]. Lewis Energy Group 210.384.5017 [email protected] ACC South/Central Texas! Membership Chair Richard Reynolds NuStar Energy L.P. Chapter Web Page: www.acc.com/chapters/sanant/ [email protected] Chapter Administrator Ethics Follies Web Page: www.ethicsfollies.com Amber Clark 210.723.8769 Look for us on Facebook and [email protected] https://twitter.com/#!/ACC_SCTX

13 South Central Texas Chapter FOCUS 2Q18