55th Annual CORPORATE COUNSEL INSTITUTE September 29–30, 2016 Chicago, Illinois www.law.northwestern.edu/cci THURSDAY, SEPTEMBER 29 7:45 a.m. | Registration and • Knowing when (and when not) to notify third parties of an incident Continental Breakfast • Recent trends in attack vectors and available tools 8:30 a.m. | Welcome and Overview moderator Juliann Cecchi, Assistant Dean, External Partnerships, George R. Dougherty, Shook, Hardy & Bacon L.L.P., Northwestern Pritzker School of Law, Chicago Chicago Thomas E. O’Neill, Institute Chair, Executive Vice panelists President, General Counsel, Chief Administrative Holly A. Brady, Senior Counsel, Altria Client Services Officer & Corporate Secretary, TreeHouse Foods, Inc., LLC, Richmond, VA Oak Brook, IL Jeffrey Groman, Senior Manager, Global Security 8:45–9:30 a.m. | Institute Insights: Services, Mandiant, a FireEye Company, Chicago A Focus on the Federal Trade Alfred J. Saikali, Shook, Hardy & Bacon L.L.P., Miami Commission • Getting the attention of the FTC when your Robert Villanueva, Executive Vice President, Cyber company is the victim of anticompetitive conduct Threat Intelligence Division, Q6 Cyber, Miami • Responding to an FTC inquiry investigating competitors, suppliers, or customers 12:05–1:15 p.m. | Lunch • What to do when your client is the subject of an Sponsored by Houlihan Lokey inquiry • Defending the strategic deal 1:15–2:15 p.m. | A Practical Approach moderator to Privacy Issues • Real‑world harm from mismanaged privacy: What Robert N. Sacks, Executive Vice President, General are the costs to the corporation? Counsel and Secretary, SP Plus Corporation, Chicago • Building bridges between legal and information speaker security Jon Leibowitz, Davis Polk & Wardwell LLP, • Top 10 privacy red flags Washington, DC, former Chairman of the FTC moderator (2009-2013) Kristin M. Coleman, Senior Vice President, General 9:30–9:40 a.m. | Break Counsel & Secretary, Sears Holdings Corporation, Hoffman Estates, IL 9:40–10:40 a.m. | Who Knew panelists Insurance Could be Interesting?! Cara Dearman, Senior Counsel-Privacy, Sears • Understanding available coverage: social Holdings Corporation, Hoffman Estates, IL engineering fraud, difference in conditions, Michael A. Signorelli, Venable LLP, Washington, DC product recall, cyber liability, and more • Being wary of certain terms in policies 2:15–2:30 p.m. | Break • Review of recent decisions and their impact • Incorporating insurance with other risk 2:30–3:45 p.m. | Labor and management tools Employment Law after Eight Years of moderator the Obama Administration Victoria L. Donati, General Counsel and Corporate A panel of former top officials at the Department Secretary, Crate & Barrel Holdings, Inc., of Labor and Equal Employment Opportunity Northbrook, IL Commission will share their insights on key panelists developments. Angela R. Elbert, Neal, Gerber & Eisenberg LLP, • Changes in sex discrimination law Chicago • New interpretations of the ADA Stephan L. Upshaw, Vice President of Risk • Wage and hour law Management, Equity Residential, Chicago • Joint employer and other NLRB issues • Distinguishing between independent contractors 10:40–10:50 a.m. | Break and employees • What to expect from the next administration 10:50 a.m.–12:05 p.m. | The First moderator 48 Hours: A Simulated Data Breach D. Cameron Findlay, Senior Vice President, General A panel of legal and forensic experts will discuss the Counsel and Secretary, Archer Daniels Midland critical first 48 hours following a data breach, working Company, Chicago through a mock ransomware scenario to identify ways in which companies can minimize their legal liability panelists and risks through strong incident preparation and Eric S. Dreiband, Jones Day, Washington, DC response. Topics will include: Seth D. Harris, Dentons, Washington, DC, former • Identifying, vetting, and engaging appropriate U.S. Deputy Secretary of Labor data breach vendors Howard M. Radzely, Vice President & Assistant attorney‑client privilege? General Counsel, The Boeing Company, Chicago • When do corporate counsel provide the DOJ with all relevant facts relating to individuals so 3:45–4 p.m. | Break as to secure maximum cooperation credit for the company? 4–5 p.m. | Conducting Internal moderator Investigations in the Wake of the Deborah A. Golden, Executive Vice President, General Yates Memo (Ethics credit) Counsel & Corporate Secretary, GATX Corporation, Chicago The Yates Memo, released in September of 2015, instructs all DOJ attorneys to focus on the investigation panelists and prosecution of individuals for corporate Lori E. Lightfoot, Mayer Brown LLP, Chicago misconduct. This session considers the difficult ethical issues in-house counsel confront when conducting a Lawrence Oliver II, Chief Counsel, Investigations, The corporate investigation in the post-Yates environment. Boeing Company, Chicago • At what point in time do employee‑employer Scott Renfroe, Chief of Supreme Court Practice, interests sufficiently diverge to warrant separate Attorney Registration and Disciplinary Commission of representation? the Supreme Court of Illinois, Chicago • What modifications, if any, are required to Upjohn warnings before employee interviews? 5 p.m. | Reception • How do corporate counsel protect the company’s Sponsored by Axiom FRIDAY, SEPTEMBER 30 8:30 a.m. | Continental Breakfast 11:25 a.m.–12:25 p.m. | Supreme Court Update 9–10 a.m. | A Conversation with • Justice Scalia and his impact on the Court Keith Higgins – Director, Division of • The evolution of class action law in the Court Corporation Finance, SEC • Changing views towards deference to agencies speaker • Trends in intellectual property law Keith F. Higgins, Director, Division of Corporation • Additional key cases of interest and the upcoming Finance, SEC, Washington, DC term moderator moderators Carrie J. Hightman, Executive Vice President and Robert M. Hayward, Kirkland & Ellis LLP, Chicago Chief Legal Officer, NiSource Inc., Merrillville, IN Gregory C. Vogelsperger, Chief Counsel, Securities, panelists Finance & Governance, The Boeing Company, Chicago Kate Comerford Todd, Senior Vice President & Chief 10–10:10 a.m. | Break Counsel, U.S. Chamber Litigation Center, Washington, DC 10:10–11:10 a.m. | Law Department Constantine L. Trela Jr., Sidley Austin LLP, Chicago Management—Service on a Shoestring 12:25–12:35 p.m. | Break • Doing more with less: What does it really mean? 12:35–1:35 p.m. | Hot Topics in • Practical solutions for managing legal fees Mergers & Acquisitions • Controlling costs of litigation • Increased use of rep & warranty insurance— • Establishing objective performance metrics— benefits, costs, procuring, and negotiating responding to the needs of internal business clients • Regulatory risks to deal closings: antitrust and CFIUS, buyer’s undertakings, and breakup fees for moderator failure Christine M. Castellano, Senior Vice President, • Regulatory risks in auctions or deal jumps: When General Counsel, Corporate Secretary and Chief is it permissible to accept the lower bid? Compliance Officer, Ingredion Incorporated, • Hostile offers and activists: How to prepare and Westchester, IL respond panelists moderator Eric A. Blanchard, Senior Vice President, General Charles W. Mulaney Jr., Skadden, Arps, Slate, Counsel & Secretary, Essendant, Inc., Deerfield, IL Meagher & Flom LLP, Chicago Jodi Caro, General Counsel and Corporate Secretary, panelists ULTA Beauty, Bolingbrook, IL Gary P. Blitz, Senior Managing Director, Aon Risk Elena Kraus, Senior Vice President and General Services, New York City Counsel, Walgreen Co., Deerfield, IL Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz, New York City 11:10–11:25 a.m. | Boxed Lunch Break 1:35–1:45 p.m. | Break Patrick Sheller, Senior Vice President, General Counsel & Secretary, Mead Johnson Nutrition Company, 1:45–2:45 p.m. | Breakout Sessions: Glenview, IL Recent Legal Trends in Companies— Additional panelist to be announced The General Counsel Viewpoint* Private Company Breakout Session Explorations of the legal matters that keep corporate • Establishing consistency in approaching tasks counsel up at night including best practices from those • How to avoid revisiting the same issues again and who have lived through them. again *Closed sessions; Corporate counsel only • How to approach raising capital Public Company Breakout Session moderator • Tips for shareholder engagement Kevin McCarthy, Executive Vice President, General • Ground rules for approaching ISS or Glass Lewis Counsel and Secretary, Nuveen Investments, Inc., • Trends in board composition Chicago moderator panelists Ivonne M. Cabrera, Senior Vice President, General Andrew J. Broccolo, Senior Vice President, General Counsel & Secretary, Dover Corporation, Downers Counsel, Topco Associates LLC, Grove, IL Elk Grove Village, IL panelists David P. Chameli, Vice President, General Counsel at Heritage-Crystal Clean, Inc., Elgin, IL Kathleen M. Cronin, Senior Managing Director, General Counsel and Corporate Secretary, CME 2:45 p.m. | Program Concludes Group Inc., Chicago PLANNING COMMITTEE chair Kelly McNamara Corley, Executive Vice Susan C. Levy, Executive Vice President President, General Counsel & Secretary, and General Counsel, Northern Trust Thomas E. O’Neill, Executive Vice Discover Financial Services Corporation President, General Counsel, Chief Administrative Officer & Corporate Victoria L. Donati, General Counsel Kevin McCarthy, Executive Vice Secretary, TreeHouse Foods, Inc. and Corporate Secretary, Crate & Barrel President,