Agenda | Corporate Board Member's General Counsel Forum in New York

Agenda

Tuesday, October 23

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8:00-8:30 AM	Breakfast and Registration
8:30-8:45 AM	Event Welcome
8:45-9:30 AM	Keynote: Improving Your Odds in the 2019 Cyber Risk Battle Jamil Jaffer\| Founder, National Security Institute; Strategic Advisory Committee, Global Cyber Alliance; Vice President for Strategy & Partnerships, IronNet Cybersecurity Jamil Jaffer is a leading authority on national security, intelligence and law enforcement issues, having formerly served as chief counsel and senior advisor for the Senate Foreign Relations Committee and senior counsel to the House Intelligence Committee, where he worked on key national security and foreign policy issues. He was the lead architect of the Cyber Intelligence Sharing and Protection Act that was later signed into law in 2015. Jamil will share advice on how GCs can work with other key internal players to build a strong cyber defense as a springboard for a good offense. He’ll share lessons corporate America can learn from counterterrorism and shed light on the technical, legal and compliance considerations that should top every GC’s list when it comes to cybersecurity, as well as how the private sector can work with the government on cyber initiatives.
9:30-10:20 AM	The Convergence of Institutional Investors and Shareholder Activists… And the Impact on Corporate Governance Allison Bennington \| General Counsel, ValueAct Rakhi Kumar \| Head of ESG Investments & Asset Stewardship, State Street Global Advisors Gain an insider’s view of how investors and activists are evaluating and engaging with boards to impact positive change and the growing influence of index funds supporting activists’ efforts—from board diversity to environment and sustainability. Find out the top governance issues you and your board should be prepared to address in advance of the 2019 proxy season.
10:20-10:40 AM	Networking Break
10:40-11:30 AM	Peer Collaboration Attendees will be divided into small groups to discuss important issues for today’s corporate legal teams, including: The Role of the Legal Department in Today’s Crisis of Trust From fake news to sexual harassment to pay discrimination, how should GCs respond? And how are companies negotiating conduct exclusions in D&O and E&O policies People, Processes and Production: Unlocking the Value of Your Legal Team What initiatives are chief legal officers taking to increase the value of the legal department in the eyes of the CEO and board? How are GCs handling the challenge of doing more with less as budgets are tightened? What new technologies are legal departments implementing to streamline processes? Balancing Needs of the CEO, Board and Corporation General counsel have to answer to multiple “bosses”. Share best practices and advice with your peers on how to balance interests and manage the different perspectives and demands.
11:30 AM-12:20 PM	The GC as the Cornerstone of Board Governance Verona Dorch \| EVP, Chief Legal Officer, Government Affairs & Corporate Secretary, Peabody Energy Carey Roberts \| EVP, Chief Legal Officer & Secretary, Assurant Inc. Moderator: Phil Neiswender \| President and Chief Legal Officer, Center for Board Excellence With a direct advisory role to the board of directors, today’s corporate counsels are at the center of a complex web of corporate governance regulations, ethical considerations and investor expectations. This panel will look at the GC’s integral role working with the board, from the onboarding of new directors and board evaluations to directors’ interaction with investors.
12:20-1:20 PM	Lunch, sponsored by

1:20-2:10 PM	Out of the Crosshairs: Navigating M&A Due Diligence and Securities Litigation Considerations John Noble \| Retired Vice ChancellorDelaware Court of Chancery (2000-2016) Almost 90% of shareholder litigation results from public company M&A transactions. How do you stay out of the crosshairs of opportunistic plaintiffs and successfully execute a transaction that is a win-win for all parties? Gain insights and lessons from recent Delaware cases to improve your due diligence efforts and protect management and the board from shareholder litigation, whether you are the acquirer or the acquiree.
2:10-2:30 PM	Networking Break
2:30-3:20 PM	The GC’s Role in Crisis Management Robert Bostrom \| SVP, General Counsel & Corporate Secretary, Abercrombie & Fitch Steve Lipin \| Chief Executive Officer, Gladstone Place Partners From product recalls or harassment charges to data breaches and customer backlash, crisis events find their way into the headlines on an almost daily basis. A crisis situation is rarely 100% predictable and is not a single event, but rather a chain of events throughout which the GC plays a pivotal role. This panel will look at the responsibility of the in-house legal department in preparing for and responding to a major corporate crisis. Address the most common issues that arise in an actual crisis by learning how to develop a solid plan that includes tabletop testing exercises, decision-making authority, internal and external communications strategies, and the reliance on external resources.
3:20-4:10 PM	AI and Blockchain: Legal & Governance Considerations For Every Industry John Zecca \| SVP, General Counsel - North America and Chief Regulatory Officer, Nasdaq Many businesses have yet to realize the full potential of AI or blockchain, but momentum is gathering as their applications become more widely understood. With more efficient processes and new service offerings, however, comes new implications for corporate governance, privacy and regulatory questions, and market considerations. Nasdaq is at the forefront of these conversations in the fintech revolution. Gain new perspectives on the key legal questions companies in all industries need to be asking about the pervasive role these technologies are set to play in modern business and society.
4:10-4:15 PM	Closing Comments
4:15-5:00 PM	Networking Reception, sponsored by

Note: Agenda subject to change.