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Boston played host to the Association of Corporate Counsel’s ACC Annual Meeting for 2015. Represented as the largest gathering worldwide of in-house counsel and service providers, this year’s event featured keynote speaker Amy Cuddy (Associate Professor, Harvard Business School), and boasted participants from over 40 countries and included over 100 CLE/CPD programs, providing attendees with a wealth of global networking and educational opportunities. This round up highlights some key takeaways from a number of sessions aimed at legal team management.
Due Diligence of Real Estate Assets in Connection with Mergers and Acquisition Transactions Presented by the ACC Real Estate Committee
Key Takeaway: Buyers should retain counsel in the property’s local town.
With M&A transactions, it is critical to conduct extensive environmental due diligence as early as possible to allow dealmakers plenty of time to address various issues, especially when they affect the acquisition purchase price.
This session revealed the importance of performing your own due diligence, and to not just rely on representations from other parties.
For example, property-by-property, buyers should dig into the seller's historic property activities and environmental practices such as waste handling. A few of the key due diligence steps include —
Since property laws are largely local and vary state-by-state, real estate assets could be subject to litigation, which is dealt with at the town level. It is highly recommended that the buyer retain counsel in the property's local town, as they will be familiar with the town's property laws and the local courts.
Federal, state and local environmental regulations have to be considered, as well as the property specific obligations and that of your tenants, since you may want to renegotiate leases.
Which Program Are You Developing: Enterprise Risk Management or Governance Risk and Compliance? Presented by the ACC Compliance & Ethics Committee
Key Takeaway: ERM can provide organizations with a huge competitive advantage in handling business risk.
While Enterprise Risk Management (ERM) and Governance, Risk and Compliance (GRC) appear to cover the same territory, there are some significant differences in process, goals and objectives between the two.
Key aspects and challenges of Enterprise Risk Management (ERM) include knowing how you want to communicate risk inside and outside the organization: what are your risks; what is your risk program; and will your risk and processes create new risks.
A shared best practice is to ask what is the inherent risk, what is the risk mitigation and then what is the residual risk?
Detailed risk evaluation activities are needed at the per project level for many organizations. Dealing with risk includes risk avoidance, risk mitigation and risk transfer.
ERM is a framework governance model that offers a huge competitive advantage to an organization seeking to manage and anticipate risk and should be integrated with, not replace, your strategic and business planning. With ERM you want to make sure expectations and objectives are communicated and understood throughout the organization.
Turbocharged Strategic Planning: Driving Results in an Era of Fast-paced Global Change Presented by the ACC Law Department Management Committee
Key Takeaway: Strategic planning is a deliberate process that requires resourcing and funding.
Strategic planning should not be viewed as tactical daily work, but rather as a deliberate process that requires resourcing and funding.
The first step to strategic planning is aligning your department goals with your organization's goals. This involves initiating a discovery process in an effort to truly know your organization and in-house clients.
It is important to build relationships throughout your organization. Not only does this help keep departmental plans in sync with a business’ goals and expectations, it also critical to the execution of your strategic plan. Legal counsel should find ways to insert themselves into the business concerns of a company, such as by connecting with local business delegates to keep abreast of business changes or by attending meetings. This will demonstrate your value to other departments, and encourage them to seek you out for advice beyond legal.
Those with smaller teams who are unable to dedicate a person to execution of the plan can meet quarterly to track and drive progress.
Emotional intelligence is also important to legal department leadership and planning.
Making the best use of your resources and optimizing your legal department structure can provide growth opportunities for your team.
"Our members were thrilled to have Harvard Associate Professor Amy Cuddy as our keynote speaker this year, as ACC members around the world are among the 28 million who have watched Professor Cuddy's TED talk, which is the second most viewed ever. Therefore, hearing her live presentation was a highlight for me and for so many attendees. The meeting was abuzz with everyone talking about 'power poses' in the exhibit hall later that day at at social events in the evening." — Veta T. Richardson, ACC President and CEO
Talking to Boards about Cybersecurity: A Corporate Governance View Presented by the ACC Corporate & Securities Committee
Key Takeaway: Describe to the board how you are taking core fundamental steps to protect your organization.
Communicating to the board about cybersecurity involves having a structured way to address protection. You need to be able to look back at your core fundamental steps and your readiness to address any security incidents.
With high-profile data breaches on the rise and the increased scrutiny by the SEC on firms for adequate cybersecurity enforcement, organizations need to have enterprise risk assessment plans in place, and be able to communicate those steps to the board.
The role of in-house counsel regarding cybersecurity should be to work with the board to identify what information the board wants to know, and to determine how they want to be communicated with and educated on the topic of cybersecurity.
Know when to defer to technical experts when it comes to certain aspects of the creation, execution, and maintenance of a cybersecurity plan. Involve law enforcement in the planning stages. Be prepared and identify law enforcement contacts you can work in the case of a breach
Successfully Integrating a Newly Acquired Company Presented by the ACC Small Law Department Committee
Key Takeaway: Create a post-merger integration timeline. Prepare for as much of the integration as possible during the due diligence stage.
As part of the integration process, financial-related transfers and regulations need to be addressed right away. Post-merger requirements also involve a number of filings, including foreign jurisdiction registrations, member changes, tax transfers, and more. Contract terms and relationships that need to be transferred, including IT equipment, are often forgotten.
Smaller departments frequently use outside counsel during an acquisition. Counsel should prepare for as much of the integration as possible during the due diligence stage, while they have the most support from their firms.
Creating a post-merger integration timeline is critical to managing the effort. Set interim and long-term milestones, and form an integration team with a team lead. Detailed work plans for immediately required post-merger steps are essential.
Tools and Tips to Maximize Efficiency in the Small Law Department Presented by the ACC Small Law Department Committee
Key Takeaway: Many opportunities exist to maximize your time, resources and budget.
“Small Law” refers to organizations with a small legal department (approximately one to nine attorneys).
The panel stressed that with so many free CLE classes available, attorneys need to “stop paying for CLE”, and also take advantage of free tools and research. Other recommended tips included —
To learn more about how CT can help you better manage your legal service needs, including post-merger activities, contact a CT representative at 844-206-9032 (toll-free US).
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