Canadian International Trade Compliance Conference – POSTPONED

THIS EVENT HAS BEEN POSTPONED BY THE ORGANIZER

The National Law Review is pleased to bring you information about the upcoming Canadian International Trade Compliance Conference:

Addressing the Global Trade Compliance Concerns Involving Export Controls, Custom Compliance and Cross Border Trade in CanadaEvent Date: September 12-14, 2012
Location: Toronto, Ontario, Canada

Key conference topics

Assess the latest export permit requirements in Canada with Pratt and Whitney Canada

Address re-exports of U.S. origin goods from Canada to comply with both Canadian and U.S. export controls with Future Electronics

Integrate an effective anti-corruption compliance program as part of a global trade compliance program with Methanex Corporation

Analyze supply chain security concerns when dealing with cross border trade with Stanley Black & Decker, Inc.

Uncover the updates to the Export Controls List and their impact upon Canadian companies with Research in Motion Limited

Currently, international trade compliance professionals need to stay up to date on the changing regulations within Canada and also abroad. With the changes to the Export Controls List and the ever-complex nature of Canadian-U.S. cross border trade, companies need to be aware of how these changes affect their international trade compliance programs.

Canada’s relationship with the U.S. makes it imperative that the International Trade Compliance community is informed on the impact that U.S. rules and regulations can have on Canadian companies.

Building upon the success of the 2^nd Annual International Trade Compliance Conference, the marcusevans Canadian International Trade Compliance conference addresses the Global Trade Compliance Concerns involving export controls, customs compliance and cross border trade in Canada.

By attending this event, industry leaders will be able to overcome any potential challenges in crafting and sustaining a comprehensive trade compliance program.

Attending This Conference Will Enable You To:

1. Dissect the latest updates from the Department of Foreign Affairs and International Trade with Research in Motion Limited
2. Comprehend the U.S. Export Reform Initiative and the impact upon Canadian companies with Public Works and Government Services Canada
3. Develop and understanding of import value and transfer pricing with Ericsson Canada Inc.
4. Focus on NAFTA and other Free Trade Agreements with Plains Midstream Canada

Industry leaders attending this event will benefit from a dynamic presentation format consisting of workshops, panel discussions and case studies. Attendees will experience highly interactive conference sessions, 10-15 minutes of Q&A time after each presentation, 4+ hours of networking and exclusive online access to materials post-event.

Audience:

SVPs, VPs, Directors, Superintendents, Supervisors, Engineers, Specialists, Leaders and Managers from the Chemical, Petrochemical, and Refining Industries with responsibilities in:

EHS Environmental Health and Safety
Safety/Process Safety Management
Plant Management/Operations
Inspection/Reliability
Mechanical/Asset Integrity
Manufacturing/Technology
Training & Development

Still Waiting for Guidance on Informed Consent of Decisionally-Impaired Subjects

Julie Rusczek of Drinker Biddle & Reath LLP had an article, Still Waiting for Guidance on Informed Consent of Decisionally-Impaired Subjects, featured in The National Law Review:

A July 11, 2012 article by Gina Kolata in the New York Times describes a recent discovery of a rare gene mutation that protects people from Alzheimer’s disease by slowing the production of beta amyloid. Excessive amounts of beta amyloid in the brain are believed to cause Alzheimer’s. The discovery bolsters hope that drugs, currently in development, that reduce levels of brain amyloid will prove effective in slowing the progression of Alzheimer’s.

The lack of clear guidelines for enrolling in clinical research decisionally-impaired subjects, or those who may become impaired over the course of a study may hinder efforts to conduct trials of Alzheimer’s drugs. In 2010, an Institute of Medicine summary of a workshop on the state of clinical trials in the United States noted that 27% of investigators in the U.S. failed to enroll any subjects in trials in which they agreed to participate, and 90% of all clinical trials worldwide fail to enroll the target number of subjects on time and must extend their enrollment periods. Though the federal Office for Human Research Protections and the Secretary’s Advisory Committee on Human Research Protections have considered the issue of participation of decisionally-impaired subjects in research in recent years, no guidance has been released. Further, few states’ laws explicitly address who has authority to consent to research participation on behalf a decisionally-impaired individual.

In the absence of clear guidance, to be in the best position to participate in Alzheimer’s research and other research involving subjects who are or may become decisionally-impaired, institutions and their IRBs should develop their own policies on enrollment of and consent for decisionally-impaired subjects and subjects whose capacity may diminish over the course of a study. Having policies in place before opportunities to participate in such studies arise will help ensure consistent and efficient review by institutions and IRBs. Individuals who have a strong interest in participating in Alzheimer’s research studies should complete health care power of attorney documents, record their wishes in writing, and discuss them with their designated health care agents.

ABA Margaret Brent Women Lawyers of Achievement Awards Luncheon – August 5, 2012

The National Law Review is pleased to bring you information about the upcoming ABA event:

The Margaret Brent Women Lawyers of Achievement Award, established by the ABA Commission on Women in the Profession in 1991, recognizes and celebrates the accomplishments of women lawyers who have excelled in their field and have paved the way to success for other women lawyers.

2012 Luncheon

Sunday, August 5th – Noon – 2:00 p.m.

Hyatt Regency Chicago in Chicago, Illinois
(ABA Annual Meeting)

Honorees

The Honorable Tani G. Cantil-Sakauye, Chief Justice of California, Supreme Court of California, San Francisco, CA

Marcia Devins Greenberger, Co-President, National Women’s Law Center, Washington, DC

Joan M. Hall, Retired Partner, Jenner & Block LLP, Chicago, IL

Arlinda Locklear, Attorney, Arlinda Locklear Law Office, Washington, DC

Amy W. Schulman, Executive Vice President & General Counsel of Pfizer, President of Pfizer Nutrition, New York, NY

SEC Adopts Compensation Committee and Adviser Independence Rules

Morgan, Lewis & Bockius LLP‘s David A. Sirignano, Amy I. Pandit, and Albert Lung recently had an article regarding The SEC’s New Rules featured in The National Law Review:

New rules address compensation committee member and adviser independence and disclosure requirements for compensation consultant conflicts of interest.

On June 20, the Securities and Exchange Commission (SEC) adopted final rules directing national securities exchanges and national securities associations (collectively, the exchanges) to establish listing standards addressing the independence of compensation committee members; the committee’s authority to retain Compensation Advisers (as defined below); and the committee’s responsibility for the appointment, compensation, and oversight of its advisers. The final rules implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which added Section 10C of the Securities Exchange Act of 1934, as amended (the Exchange Act), and which requires the SEC to adopt rules directing the exchanges to prohibit the listing of any equity security of an issuer that is not in compliance with Section 10C’s compensation committee and Compensation Adviser requirements. The final rules also amend Item 407 of Regulation S-K to require companies to provide additional disclosures in their proxy statements on conflicts of interest of compensation consultants.

Under the final rules, the exchanges are required to propose new listing standards by September 25, 2012, and must have final rules or amendments that comply with Rule 10C-1 of the Exchange Act by June 27, 2013. Companies must provide new disclosures on conflicts of interest of compensation consultants in any proxy or information statement for an annual or special meeting of stockholders at which directors will be elected occurring on or after January 1, 2013.

Compensation Committee Independence Requirements

New Rule 10C-1 of the Exchange Act directs the exchanges to adopt new listing standards requiring a compensation committee to be composed solely of independent members of the board of directors, and requires the exchanges to establish new independence criteria for these members. While the final rules do not require a company to have a compensation committee, the new independence criteria, as well as the requirements relating to the consideration of a Compensation Adviser’s independence and requirements relating to the responsibility for the appointment, compensation, and oversight of Compensation Advisers, are equally applicable to any board committee performing the functions typically performed by a compensation committee. In formulating the new independence standards, the exchanges are instructed to consider relevant factors, which must include the following:

The sources of compensation, including consulting, advisory, or other fees paid by the issuer to such member of the board of directors.
Whether the board member is affiliated with the company, any subsidiary of the company, or an affiliate of a subsidiary of the issuer.

The exchanges may consider additional relevant criteria, such as share ownership or business relationships with the issuer. The SEC emphasizes that the exchanges are provided with the flexibility to develop their own independence standards consistent with the nature and types of listed companies. In this regard, the SEC notes that it may not be appropriate to prohibit directors affiliated with large stockholders, such as private equity funds and venture capital firms, from serving on a compensation committee. The SEC recognizes that directors elected by certain funds may have a strong institutional belief in the importance of appropriately structured and reasonable compensation arrangements and that their significant equity ownership may align the directors’ interests with public stockholders on matters of executive compensation.

The final rules also reiterate an important distinction between the compensation committee independence requirements under Section 952 of the Dodd-Frank Act and the existing independence requirements for audit committee members under Rule 10A-3 of the Exchange Act. While the audit committee independence rules prohibit a director from serving on the audit committee if such director accepts consulting or advisory fees or is otherwise affiliated with the listed company or any of its subsidiaries, the Dodd-Frank Act does not require any mandatory exclusion of compensation committee membership due to these factors. Instead, the final rules only require that these two factors be considered in determining the independence of compensation committee members.

Exemptions from Independence Standards

The following categories of listed issuers are not subject to the independence standards described above:

Limited partnerships
Companies in bankruptcy proceedings
Open-end management investment companies registered under the Investment Company Act of 1940
Any foreign private issuer that discloses in its annual report the reasons that the foreign private issuer does not have an independent compensation committee

The exchanges may exempt from the independence requirements a particular relationship with respect to members of the compensation committee as each exchange may determine, taking into consideration the size of an issuer and any other relevant factors.

Compensation Adviser Requirements

Authority and Oversight

The final rules require the exchanges to adopt listing standards providing the compensation committee with full discretion and authority to retain and obtain the advice of compensation consultants, independent legal counsel, and other advisers (collectively, Compensation Advisers). The compensation committee will be directly responsible for the appointment, compensation, and oversight of Compensation Advisers, and listed companies must provide appropriate funding to the compensation committee to retain these advisers. The final rules also make clear that the compensation committee is not required to obtain the advice or recommendation of any independent Compensation Adviser or to follow its advice.

Assessment of Compensation Adviser Independence

While the compensation committee is not required to retain any independent Compensation Adviser, the compensation committee is required to assess the independence of each Compensation Adviser prior to the Compensation Adviser being retained and to consider the following six factors (as well as any other factors identified by the relevant exchange):

Whether the employer of the Compensation Adviser is providing any other services to the issuer
The amount of fees received from the issuer by the employer of the Compensation Adviser as a percentage of such employer’s total revenue
Policies and procedures that have been adopted by the employer of the Compensation Adviser to prevent conflicts of interest
Any business or personal relationship of the Compensation Adviser with a member of the compensation committee
Any stock of the issuer owned by the Compensation Adviser
Any business or personal relationship of the Compensation Adviser or employer of the Compensation Adviser with an executive officer of the issuer

The final rules clarify that these six factors should be considered as a whole, and no one factor is determinative or controlling. This list is not exhaustive, and the exchanges may consider other relevant factors in determining the independence assessment requirement.

The final rules also state that a listed issuer’s compensation committee is required to conduct the independence assessment outlined above with respect to any Compensation Adviser that provides advice to the compensation committee, other than in-house legal counsel.

General Exemptions

The requirements relating to both the independence of compensation committees and the independence of Compensation Advisers shall not apply to the following categories of issuers:

Controlled companies (companies where more than 50% of the voting power for the election of directors is held by an individual, a group, or another entity)
Smaller reporting companies

The exchanges may also choose to exempt from the above-described requirements any further categories of issuers the exchanges determine appropriate.

In addition, the rules adopted by the exchanges must provide for appropriate procedures for a listed issuer to have a reasonable opportunity to cure any defects that would be a prohibition for listing. Such rules may provide that if a member of a compensation committee ceases to be independent in accordance with the requirements of Rule 10C-1 of the Exchange Act for reasons outside the member’s reasonable control, that person, with notice by the issuer to the applicable exchange, may remain a compensation committee member of the listed issuer until the earlier of (i) the date of the next annual stockholder meeting of the listed issuer or (ii) one year from the occurrence of the event that caused the member to be no longer independent.

Conflicts of Interest Disclosures

The final rules amend Item 407(e) of Regulation S-K to expand the current proxy disclosure requirements regarding compensation consultants identified by listed issuers in their SEC disclosures, pursuant to Item 407(e)(3)(iii) of Regulation S-K, as having played a role in determining or recommending the amount or form of executive or director compensation. The final rules will require additional disclosures on (i) whether the work of a compensation consultant raised any conflict or interest, and (ii) if so, the nature of such conflict and how the conflict is being addressed. The new disclosure requirement applies only to conflicts of interest with respect to a compensation consultant, not to outside legal counsel or other advisers.

The final rules do not provide any definition of “conflicts of interest,” and companies should consider their specific facts and circumstances in making such a determination. However, the final rules instruct companies to consider the same six factors described above relating to the independence of Compensation Advisers in analyzing whether conflicts of interest exist.

The new disclosure requirements will be applicable to all reporting companies subject to the proxy rules, regardless of whether the company is listed on an exchange. Accordingly, smaller reporting companies and controlled companies will also be required to provide the additional disclosures, although foreign private issuers will be exempt from such requirements.

Practical Considerations

Assessment of compensation committee composition: While the new compensation committee independence requirements may not become effective until after the 2013 proxy season, companies should begin analyzing the composition of the compensation committee to determine whether the independence of any director may be affected by the new listing standards.

Review of the compensation committee charter and director and officer questionnaire: The new listing standards are likely to require companies to review and update compensation committee charters and director and officer questionnaires to reflect the new independence criteria for directors.

Analysis of Compensation Adviser independence and conflicts of interest: Given that new factors must be considered in determining the independence of Compensation Advisers, companies and compensation committees should be proactive in establishing or updating procedures for collecting the information necessary to conduct the required independence and conflicts of interest analysis. This may include new screening questionnaires for Compensation Advisers, additional interview sessions, and committee meetings to discuss independence and potential conflicts of interest. The collection of such information should be part of an enhanced disclosure and control procedure designed to ensure that companies can prepare and determine, in a timely manner, whether there are independence questions warranting further discussion regarding Compensation Advisers and if there will be conflicts of interest disclosures relating to compensation consultants in their proxy statements.

ICC Rules of Arbitration – October 8-9, 2012

The National Law Review is pleased to bring you information about the upcoming ICC Training:

Location: ICC Headquarters, Paris
Date: 08/10/2012 – 09/10/2012
Event Type: Training
Language: French, English

After the success of the first round of trainings, ICC will be hosting another 2-day session on the 2012 ICC Rules of Arbitration in Paris in October.

Learning outcomes

Acquire theoretical and practical knowledge of the main changes in the 2012 ICC Rules of Arbitration on important topics such as Emergency Arbitrator; Case Management and Joinder, Multi-party/Multi-contract Arbitration and Consolidation
Study the 2012 ICC Rules of Arbitration in small working groups of about 10 participants applying various provisions to mock cases
Gaining valuable insights from some of the world’s leading experts in arbitration including persons involved in the drafting of the New ICC Rules of Arbitration

Who should attend?
Arbitrators, legal practitioners and in-house counsel who already have knowledge in arbitration and wish to know more about the 2012 ICC Rules of Arbitration.

New Safeguards to Protect Consumers from Foodborne Illness

The National Law Review recently published an article regarding Foodborne Illness by Aaron M. Phelps of Varnum LLP:

The U.S. Department of Agriculture has set new safeguards that will better protect consumers from foodborne illness in meat and poultry products. It will now be easier to trace contaminated food materials in the supply chain, to act against contaminated products sooner, and to establish the effectiveness of food safety systems.

Policy measures include the following:

New traceback measures to control pathogens earlier and prevent them from triggering foodborne illnesses and outbreaks.
Requiring establishments to prepare and maintain recall procedures, to notify the Food and Safety Inspection Service (FSIS) within 24 hours that a meat or poultry product that could harm consumers has been shipped into commerce, and to document each reassessment of their hazard control and critical control point (HACCP) system food safety plans.

Foreign Corrupt Practices Act Conference – October 18-19, 2012

The National Law Review is pleased to bring you information regarding the upcoming ABA Foreign Corrupt Practices Act Conference:

When

October 18 – 19, 2012

Where

The Westin Grand Hotel
2350 M St NW
Washington, DC, 20037-1417
United States of America

Program Description

As enforcement of anti-corruption laws in the United States and abroad continues to be a top priority for law enforcement, the Institute will provide a timely and substantive briefing on developments to companies, their officers, and employees. This year’s program will continue to examine trends stemming from recent proceedings brought by the U.S. Department of Justice and the Securities and Exchange Commission (SEC) as well as address recent challenges to the FCPA both in Congress and the courts.

The Institute will also provide a more in-depth focus on certain recurring issues faced by practitioners and companies alike. Whether examining liability presented by other federal and non-U.S. laws in the event of a potential FCPA violation or minimizing liability in connection with complex international business transactions, the program will provide practical tips from experienced government, corporate, and private practitioners. In addition, the Institute will feature both an in-house perspectives panel and, for the first time, a panel dedicated to SEC enforcement and how it has evolved since the SEC’s establishment of its FCPA unit.

NLRB Chills At-Will Acknowledgements of Social Media in Employee Handbooks

The National Law Review recently published an article about the NLRB’s Social Media Rulings written by Jerrold J. Wohlgemuth of Drinker Biddle & Reath LLP:

Having warned employers about the legality of their social media policies under theNational Labor Relations Act, NLRB Acting General Counsel Lafe Solomon has apparently turned his attention to at-will employment statements in employer handbooks and manuals. Employers of union and non-union workforces need to pay careful attention to this development.

Many employers use standard language in their handbooks and manuals in which their employees acknowledge that their employment is at-will; that the employer may terminate the employment relationship at any time, for any reason; and that the at-will employment relationship cannot be amended, altered or modified except by a writing signed by a senior member of management. The Acting General Counsel apparently believes that such at-will disclaimers may interfere with or chill the right of employees to engage in protected concerted activity.

In a case that did not receive extensive publicity, the General Counsel’s Office filed an unfair labor practice charge in February 2012 against Hyatt Hotels (NLRB v. Hyatt Hotels Corp., Case 28 CA-061114) in which it alleged that the at-will disclaimer in the company’s employee handbook violated Section 8(a)(1) of the Act to the extent it required employees to acknowledge that their at-will employment status could not be altered except by a writing signed by management. The charge appears to reflect the Acting General Counsel’s belief that such an acknowledgement will have a chilling effect on the Section 7 right of employees to engage in concerted activity for the purpose of organizing to alter their employment relationship with the employer by choosing union representation. The Hyatt case was settled before the issue was presented for a hearing. An Administrative Law Judge issued a similar ruling in a case decided in early February against the American Red Cross; the case was resolved when the Red Cross agreed to modify its at-will disclaimer before the issue could be presented to the Board for review. (NLRB v. Am. Red Cross, 2012 WL 311334, Feb 1, 2012).

This is an important initiative on the part of the Acting General Counsel. As we have seen in the social media context, in analyzing handbooks and policy manuals the Acting General Counsel will apply Section 7 broadly to find statements unlawful to the extent they could be interpreted in almost any fashion to chill employee rights to engage in protected concerted activity. Accordingly, employers may want to take proactive steps to avoid NLRB scrutiny by including a disclaimer in the at-will sections of their handbooks to the effect that the at-will acknowledgment does not, and is not intended to, undermine or interfere with the employee’s right to engage in protected concerted organizing activity under Section 7 of the Act.

5 Easy Steps that “7-Figure Attorneys” use to Create Powerful Marketing Plans

The National Law Review is pleased to bring you information about The Rainmaker Institute’s Marketing Plan Guide for Attorneys:

Here’s What You’ll Discover When You Read This Report:

♦ How to identify your target market

♦ Whether you should create a niche for your practice

♦ How to determine your unique competitive advantage

♦ How to select effective marketing strategies for your practice

♦ How to create your financial plan

♦ How to devise a Marketing Action Plan

♦ …And much, much more!

Postal Service Must Pay Reasonable Royalty for Copyright Infringement

Rose S. Whelan of McDermott Will & Emery recently had an article regarding Copyright Infringement and the Postal Service published in The National Law Review:

Considering the proper measure of damages under 28 U.S.C. § 1498(b), the U.S. Court of Appeals for the Federal Circuit vacated the trial court’s damages award and remanded to the Court of Federal Claims to determine the fair value of a license for the full scope of the Postal Service’s infringing use. Gaylord v. U.S., Case No. 11-5097 (Fed. Cir., May, 14,2012) (Moore, J.).

Frank Gaylord is the creator and holder of a copyright interest in “The Column,” a group of nineteen stainless steel sculptures representing a platoon of solders. “The Column” is the centerpiece of the Korean War Veterans’ Memorial on the National Mall in Washington, D.C. In 2002, the United States Postal Service issued a postal stamp and sold retail goods commemorating the 50th anniversary of the Korean War, featuring a photograph of “The Column.” In 2006, Mr. Gaylord sued the United States under § 1498(b), which waives sovereign immunity for copyright infringement. In a previous appeal, the Federal Circuit held that the Postal Service was liable for copyright infringement and identified three general classes of infringing items: stamps that were used to send mail, unused stamps retained by collectors and retail goods featuring an image of the stamp. In the prior case, the Federal Circuit remanded for damages.

On remand, the Court of Federal Claims rejected Mr. Gaylord’s claim for a 10 percent royalty on about $30.2 million in revenue allegedly generated by the Postal Service, as well as his claim for prejudgment interest. In determining damages, the lower court employed a “zone of reasonableness” standard to determine the copyright owner’s actual damages. Applying this framework, the lower court determined that the “zone of reasonableness” for the value of a license on Mr. Gaylord’s copyright was between $1,500 and $5,000 based on evidence of prior postal services licenses.

The Federal Circuit rejected the lower court’s approach and adopted the same approach to damages under § 1498(b) that its predecessor court adopted for damages under § 1498(a), which waives sovereign immunity for patent infringement. The Federal Circuit determined that the “reasonable and entire compensation” provided for (in both §§ 1498(a) and (b)), entitled a copyright holder compensatory damages only, not to non-compensatory damages.

In this case, the Court determined that the appropriate measure of compensatory damages under § 504 of the Copyright Law was the fair market value of a license covering the defendant’s use and that the proper value of this license should be calculated based on a hypothetical arms-length negotiation between the parties. The lower court erred by restricting its focus to the Postal Services’ past payments and internal policies and was instructed on remand to consider all evidence relevant to a hypothetical negotiation, including Mr. Gaylord’s past royalties of between 8 percent and 10 percent. The Federal Circuit also instructed that the lower court may conclude that different license fees are appropriate for the three categories of infringing goods identified in its prior opinion.

In addition, the Federal Circuit vacated and remanded the lower court’s denial of prejudgment interest, holding that sovereign immunity does not limit prejudgment interest under 28 U.S.C. § 1498(b).

The National Law Forum

Canadian International Trade Compliance Conference – POSTPONED

THIS EVENT HAS BEEN POSTPONED BY THE ORGANIZER

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Still Waiting for Guidance on Informed Consent of Decisionally-Impaired Subjects

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ABA Margaret Brent Women Lawyers of Achievement Awards Luncheon – August 5, 2012

2012 Luncheon

Sunday, August 5th – Noon – 2:00 p.m.

Honorees

Like this:

SEC Adopts Compensation Committee and Adviser Independence Rules

New rules address compensation committee member and adviser independence and disclosure requirements for compensation consultant conflicts of interest.