3rd Quarter - Association of Corporate Counsel

3rd Quarter - Association of Corporate Counsel

Inside
3Q2012
2...Contests, Sweepstakes, Lotteries
5...Dennett Enjoys Internships with Delta and ADP
6...Member Spotlight: Matthew Schwartz
7...Home Depot Legal Dept. Named a 2012 Value Champion
8...30 at 30
9...Five Must-Have Mobile Apps for In-house Counsel
10...Photos: Corporate Counsel Awards
12...Upcoming Events & .Welcome New Members!
focus
President’s Message
Martha McMillin
Successful inaugural
Corporate Counsel Awards
It was a pleasure for the Association
of Corporate Counsel–Georgia
(ACC-GA) chapter to partner with
the Atlanta Business Chronicle to
produce our first Atlanta Corporate
Counsel Awards, designed to recognize the outstanding performance
of the leading corporate counsel
in our area. The Atlanta Business
Chronicle is read by business leaders, so this was a great opportunity
to publicize the talents and value of
in-house counsel. There were many
worthy nominees and the selection process was difficult. Many
thanks to those who took the time
to submit thoughtful nominations
and congratulations to the winners
and finalists who were honored at
our June chapter luncheon, featured
in the June 15 issue and listed in the
adjacent side bar.
Monique McNeill, Commercial
Counsel at Novelis Corporation, is
the Vice-President of our chapter’s
Communications Committee and
did an outstanding job in working with the team from the Atlanta
Business Chronicle to formulate
these awards. Many thanks to
Monique and her committee members (Joe
Freeman, Assistant
General Counsel, Cox
Communications,
Inc.; Matt Schwartz,
Executive VicePresident and General
Counsel, Caucho
Technology, Inc.; Kara Hindrichs,
Counsel, LexisNexis; and Rachel
Gervin, Vice-President and Deputy
General Counsel, Sage) for their
good work, dedication, and care
in selecting the finalists and winners in the seven categories. Kudos
also to John Tanner, Senior Vice
President & Division Counsel,
Financial Services Division, of
McGriff, Seibels & Williams, Inc.
and Kelly Wilcove, Senior Counsel,
Assurant, Inc., for their valuable
contributions in the planning portion of the awards. These volunteers have full plates at work and
home so it is most gratifying that
they made time to do this good
work.
Home Depot recognized as
ACC Value Champion
On June 21, the Association of
Corporate Counsel announced
the 2012 “Value
Champions”, five
in-house law departments and seven law
department/law firm
collaborations that
have delivered substantial contributions to
their clients through
value focused legal management
skills. It is a pleasure to report that
The Home Depot legal department received this honor, because
in “combining fixed fee retainer
programs with additional efficiency
measures across a wide array of
portfolios and matter types, Home
Depot has cut spending in half
over four years.” ACC 6/21/12
Press Release. Sixty one nominations from around the world were
considered by a distinguished panel
so it is a significant accomplishment for our hometown colleagues
to receive this recognition. But
it is not a surprise — attorneys
from The Home Depot have presented on this topic at CLEs for
our chapter and we appreciate
their support (CLE presenters Tom
Best, David Steele, and Stephanie
Aferiat and Board Member Wanda
Morris, Vice-President, Programs
continued on page Contests, Sweepstakes, Lotteries and Everything in Between
By Sabrina L. Bosse, Assistant General Counsel, ACC
Not too long ago, I was asked, as in-house
counsel for ACC, to evaluate a proposal for a
sweepstakes that ACC would run as part of
its larger celebratory efforts to recognize its
upcoming 30th year anniversary as an organization. For those who aren’t familiar with
the complexities of sweepstakes and gaming
laws, seemingly innocuous activities — e.g.,
awarding a Starbucks gift card to members who
complete an online crossword puzzle — can
trigger concerns over proper compliance with
a variety of state and federal laws. Most people,
including many in-house counsel, do not know
that sweepstakes, contests and lotteries are all
legally distinct activities, and that the distinction can be the difference between conducting a
legal and an illegal activity. So, if your organization is contemplating any type of promotion,
you need to ensure you understand not only
the key differences among these three types of
activities, but also the key legal and regulatory
requirements for properly conducting each type
of activity.
increase sales or to garner participation, the
first step is to understand what type of activity
you will be conducting. Lotteries, sweepstakes
and contests are defined — and thus best distinguished — as follows:
Promotion law is quite complex due to the
myriad laws and regulations from both the
state and federal level, which include lottery
laws, prize notification and registration laws, in
addition to state and federal laws regarding how
these promotions are advertised. There are further complications where a promotion involves
certain regulated products, such as alcohol,
tobacco, or dairy products, in which case,
the promotion may be subject to certain state
laws. Similarly, online promotions involving
platforms like social media sites or that collect
personal data have created a whole new layer
of legal implications and attendant complexity.
Moreover, because each US state has its own
gaming/sweepstakes laws, a promotional activity involving residents of more than one state
must comply with the laws of all states involved.
Chance is defined as “any part of the selection
process that is beyond the judgment or control
of the participant.” In other words, a game/
activity of chance means that the participants
have no control over who wins. Examples
include random drawings, instant-win cards
and scratch cards. Some activities involve both
skill and chance, such as guessing the number
of jellybeans in a jar. In these situations, it must
be determined whether “chance” is the dominant factor (or the material factor) in selecting
the winner. For example, in a “Fast 100” promotion, in which the first 100 to respond will
win, chance is the dominant factor for winning.
If chance is determined as the dominant factor,
your promotion may be considered illegal.
While this may seem daunting, the good news
is that there is now an established framework
and jurisprudence for conducting promotions.
So, in an effort to help you navigate through
the labyrinth of rules and regulations, here are
some suggestions for approaching your next
planned promotion.
I. Categorize the planned activity:
Is it a lottery, sweepstakes or contest?
If you are contemplating any type of promotional activity, whether it’s to promote a product, to drive interest in a new service, to
Georgia Chapter FOCUS 3Q12
• Lottery = Prize + Chance + Consideration
• Sweepstakes = Prize + Chance + No
Consideration [Note: Consideration can be
included only if there is also a free AMOE.]
• Contest = Prize + Skill/Ability +
Consideration (optional) [No chance]
A lottery consists of three elements:
1. A prize being awarded;
2. Chance (the winner is chosen by chance);
and
3. Consideration given to participate.
A prize is defined as “anything of value offered
as an inducement to enter,” and can include
cash, merchandise, coupons/vouchers and even
discounts.
Consideration within the promotions context
can be a bit nebulous, as the definition varies
across jurisdictions. However, in general,
consideration is understood to be something of
value that participants must pay, stake or risk
in order to participate in the game. Most states
define consideration as a purchase or payment or the expenditure of “significant effort.”
However, some states’ statutes limit the definition of consideration to the payment of money
only, such as the payment of an entry fee (e.g.,
“pay to play”), the purchase of a product or
service, and even the postage for entry (i.e.,
Vermont). These examples are considered types
of “monetary consideration.”
In contrast, other states’ definitions of consideration include non-monetary acts or items, such
as the expenditure of significant time or effort,
or the disclosure of otherwise proprietary information. These are referred to as “non-monetary
consideration.” Examples of “significant effort”
include traveling to a location, multiple store
visits, completion of a lengthy survey, disclosure of personal information, waiver of legal
rights (e.g., waiving do-not-call right) and
attending a sales presentation (which is separately regulated in some states).
Finally, skill/ability requires use of a bona fide
talent. Examples of “genuine skill” include
athletic ability, knowledge-based games, and
creative skills (e.g., consumers create their own
advertisement for a product, and the most
innovative advertisement wins).
II. Understand the significance:
Lotteries are illegal; properly-run sweepstakes and contests are legal.
A. Lottery = Prize + Chance + Consideration
Illegal!
So, you are probably wondering why all of these
technical definitions and distinctions matter
to in-house counsel. The essential differentiator for in-house counsel to remember when
contemplating any promotional activity is that
lotteries are illegal unless you are a state or
state agency or church (Note: Even charitable
raffles run by a church may require permits and
registration.), while sweepstakes and contests,
provided they are conducted properly, are legal
activities for organizations. Therefore, if you
find your activity contains the three elements
of a prize, chance, and consideration, and you
are not an authorized lottery provider, you will
need to change your approach immediately.
B. Sweepstakes = Prize + Chance + No
Consideration [Consideration can be included
only if there is also a free AMOE].
A sweepstakes is a legal promotional activity
that involves a prize and chance as the determinant of the winner; however, there is either no
consideration required to participate or to win,
or it provides a free alternate method of entry
(AMOE).
As such, the most complex element in running
a legal sweepstakes is ensuring that when the
activity involves some form of consideration
to enter for a chance to win, the sweepstakes
sponsor must also ensure it is providing a free
continued on page continued from page AMOE that is as equally plausible and viable
for winning. This concept is termed “the equal
dignity” doctrine and must be reflected in the
Sponsor’s Sweepstakes Rules (suggested content
for Sweepstakes Rules is provided below).
“Equal dignity” requires that the AMOE
provides entrants with an equal chance to win
(same odds) and is not too onerous. In other
words, the “free” and the “paid” entries must be
treated the same way.
Examples of acceptable AMOE include:
• providing a toll free number to call to enter;
• mailing a postcard;
• sending an email submission; and
• entering online (on website)
Note: Online version must not be overly
cumbersome/lengthy as compared with main
consideration method.
To avoid violating the equal dignity doctrine,
avoid the following things when providing an
AMOE in your sweepstakes:
• different deadline dates;
• different prize pools;
• insufficient number of free-entry method;
• different entry limits;
• requiring more burdensome entry method
for free entrants; and
• in-store promotions must have an in-store
AMOE and posted rules (i.e., New York).
Have you ever wondered why, at the end of
a commercial advertising a sweepstakes, a
speaker will state, “No purchase necessary.
Void where prohibited”? The reason for the
announcement is because the AMOE must be
clearly and conspicuously stated in all advertisements, and some states even require that
the AMOE be explicit and appear (for printed
advertisements) in no smaller than ten-point
font (e.g., Colorado Statute). In addition,
for those sweepstakes where a consumer is
automatically entered by simply purchasing a product in-store, the AMOE must also
comply with the “Equal Prominence Doctrine,”
which requires that the AMOE be displayed
in the same manner as the consideration entry
method. For example, in the print advertisements, the AMOE should not be buried in fine
print, while the purchase method of entry is
highlighted in the ad.
C. Contest = Prize + Skill/Ability +
Consideration (optional) [No Chance]
A contest is another legal promotional activity that involves a prize and consideration
(consideration may or may not be required to
participate), but the winner is selected based
upon skill/ability and not upon chance.
The defining characteristic of a contest is that it
is an activity whose winner is determined solely
by skill, ability or a “bona fide” talent and not
by a random selection (chance). However, there
are many activities that the courts have held are
not contests, so, again, be cautious of how you
structure the contest.
The following additional points will help you in
operating your contest:
• Skill must determine the outcome/winner.
• Examples of “genuine skill” include
athletic ability, knowledge-based games,
creative skills (e.g., Consumers create their
own advertisement for a product, the most
innovative advertisement wins).
• If there is a tie, make sure the tiebreaker is
not decided by chance; it must be determined by skill.
• There must be clearly defined judging criteria, and entrants must know the standard
of skill.
• Entries are evaluated based upon predominantly objective criteria (rather than
subjective).
• Examples of good criteria: originality,
grammar, humor, relationship to product
and dramatic interpretation
• Examples of bad criteria: “Best” or
“Judge’s Favorite”
• Judges must be qualified to apply the
judging criteria.
All of the above elements should, like the
sweepstakes, be reflected in written official contest rules to ensure proper compliance. These
Rules serve as a contract with the entrants.
Finally, unlike sweepstakes, a contest may
require either paid consideration, such as an
entrance fee (permitted in most states), or nonmonetary consideration, such as substantial
effort to enter (e.g., completing difficult trivia
questions, show of skill or workmanship) and
cost of materials (e.g., cooking contest, video
contest, etc.).
III. Summary Checklist
The following is a brief summary checklist I
have devised to help you when developing your
next promotional activity:
1. Is there a prize being awarded?
• If there is no prize involved, then you
have no further concerns regarding illegal
lotteries.
• However, sometimes things as simple as
game pieces have been considered a “prize”
within this context — so be careful.
2. How is the winner(s) being selected — does
it materially involve an element of chance?
3. Is consideration required to participate?
• Is there monetary consideration or nonmonetary consideration?
If all three of the above elements are present
in your planned promotion, then you must
determine how you can eliminate at least one
of these elements to avoid running an illegal
lottery.
1. Eliminating the consideration requirement
— provide AMOE and equal dignity.
a. Activity will then be a sweepstakes;
b. It must have written rules that are accessible; and
c. AMOE must be clear and conspicuous.
2. Eliminating the chance element — it will
have to be a contest based upon skill.
a. Activity must have official written rules;
b. It involves clear skill, ability or talent
(e.g., spelling bees, athletic competitions,
chess competitions, etc.);
c. There exist clear, objective standards for
winning;
d. Judges are qualified to evaluate; and
e. Ties are decided based upon skill, not
chance.
3. Eliminating the prize — however, this usually
defeats the purpose of the promotion.
While there are many more permutations in
sweepstakes law, if you are contemplating running a contest or sweepstakes, I hope you now
have at least a framework from which to begin
devising your promotional plans. As the typical
lawyer, I will caution you to make sure you
research the specific state law for your planned
activity and, of course, review more in-depth
materials before you roll-out your next sweepstakes. But most important, I wish you the best
of luck!
If you have questions or comments, please
feel free to contact me directly at: bosse@acc.
com, or you can contact the Legal Resources
Department at: [email protected],
1.202.293.4103 x456.
(Sources: ACC Legal Quick Hit, Advanced
Sweepstakes, by Nerissa Coyle McGinn, Loeb
& Loeb (Dec. 2011), at http://webcasts.acc.
com/detail.php?id=701754&go=1; ACC Annual
Meeting Presentation, Online Advertising,
Contests, & Sweepstakes, by Linda Daniel-Seal
& George J. Straschnov (Oct. 2006,) available at www.acc.com/legalresources/resource.
cfm?show=20097; ACC QuickCounsel:
Contests, Sweepstakes, Lotteries and Everything
In Between: U.S. Promotions Law, by Sabrina L.
Bosse (Sept. 2012) (publication forthcoming at
www.acc.com/quickcounsel).
continued from page Committee). Congratulations to
The Home Depot legal department for achieving this honor and
to Stephanie for spearheading the
winning nomination and providing
the article in this issue.
Member Spotlight
It is a pleasure to spotlight Matt
Schwartz this quarter as his contributions to our chapter are significant. He served three years
on our Board as Secretary and as
Vice-President of the Outreach
Committee. He conceived of and
executed the successful ACC Hot
Seat Tournament several years ago
where Georgia law students played
the role of a general counsel. We
appreciate Matt’s contributions to
our chapter and are glad to highlight his good work.
and Law: How Work — Even Legal
Work — Can Become More Fun,
Creative and Efficient.”
Technology Issues Featured
Technology legal issues are of great
interest to our members. When we
have programs on these topics, they
sell out immediately. Such was the
case with our June program, where
the law firm Gonzalez, Saggion
& Harlon presented “Emerging
Trends in Intellectual Property:
What Every In-House Lawyer
Should Know” and our summer
special Braves game CLE sponsored by Nelson Mullins Riley &
Scarborough on “Transforming
Communications, Relationships
and Professionalism in Business
As a special benefit in this issue,
Creighton Frommer has provided
an article on useful apps for attorneys, “Five Must-Have Mobile Apps
for In-house Counsel”. Creighton is
a most valuable at large member of
our ACC-GA Board. He has volunteered to take photos at each of our
monthly chapter events, something
that adds so much to the visuals of
our activity. As Corporate Counsel,
Intellectual Property at Reed
Elsevier, his legal duties revolve
around technology issues so we are
fortunate to have his skill in filtering applications that are of the most
use to in-house attorneys.
2012 ACC-GA CORPORATE COUNSEL AWARDS
Lifetime Achievement: Teresa Kennedy, Associate General Counsel, Cox
Communications, Inc.
Outstanding General Counsel, Large: Loretta Cecil, Senior Vice-President
and General Counsel, McKesson Technology Solutions
Finalists: Deborah Kuper, Vice-President, General Counsel and
Corporate Secretary, AGCO Corp.; Steven W. Smith, Senior VicePresident and General Counsel, Americas, Intercontinental Hotels
Group Plc
Outstanding General Counsel, Medium: Jim Reed, Chief Legal Counsel,
North and Central Americas Region, YKK Corporation of America
Finalists: David Quillian, Vice-President and General Counsel,
PrimeRevenue Inc; Kristen McGuffey, Executive Vice-President and
General Counsel, Simmons Bedding Co.
Outstanding General Counsel, Solo: H. Eric Hilton, Senior Vice-President,
Corporate Secretary, and General Counsel, H.J. Russell & Co.
Finalist: Anne Hicks, General Counsel, Georgia Transmission Corp.
Diversity Champion: Charemon Grant, Managing Associate General
Counsel, Blue Cross Blue Shield of Georgia Health Plan, Wellpoint
Finalist: Dorian Denburg, General Attorney, AT&T
Community Champion: Timothy Phillips, Interim Chief Counsel,
American Cancer Society
Finalists: Teri McClure, General Counsel and Corporate Secretary,
United Parcel Service, Inc.; Elizabeth Finn Johnson, Senior Counsel,
Employee Relations, The Coca-Cola Co.
Rising Star: Kali Beyah, General Attorney, Delta Air Lines
Finalist: Annalisa Bloodworth, Associate General Counsel, Oglethorpe
Power Corp.
Georgia Chapter FOCUS 3Q12
Board Resignations
While happy for their good moves,
I am sad to report that several
Board members have submitted
their resignations. Amy Loggins,
Vice-President, Membership is
returning to private practice at
the law firm Taylor English. Keith
Henderson, At-Large Board member, is moving to Washington,
D.C. to manage compliance at
Fannie Mae. Monique McNeill,
Vice-President, Communications,
is scaling back her activities in
preparation for the birth of her first
child. All three have made valuable contributions to our chapter
and served well on the Board. I will
miss their good energy, enthusiasm,
and hard work. Under our chapter
bylaws, the Board will vote for their
replacements.
I hope this finds you all enjoying
the beginning of fall and planning
to attend the ACC Annual Meeting.
Dennett Enjoys Internships with Delta and ADP
By Adam Dennett
Now in the seventh week of the ACC
Georgia Summer Law Internship program,
I find myself in the enviable position of
having worked for two extraordinary
companies: Delta Air Lines, Inc. and ADP,
Inc. If you asked me back in June what
I thought my summer would be like, I
would have said I’d be crunching numbers
in Excel, reading pages upon pages of contracts, and doing research on topics that
were of little value to the company — all
under the watchful eye of a mentor who
worked from 9 am to 5 pm. I would have
been wrong.
and it is thanks in large part to my host
attorney, Jacki Green. Jacki, an experienced
ERISA attorney, has graciously taken
me under her wing and has gone above
and beyond to make me feel welcomed
with several attorneys in both the Atlanta
and Miami offices on projects and research
related to compliance, health care reform,
risk management, and corporate security.
I started working for Delta on June 4, and
I hit the ground running. My first day
started with preparation for the upcoming shareholders meeting, sitting in on the
closing call for Delta and AeroMexico’s
strategic commercial alliance, and touring the administrative buildings, airplane
hangars, and Delta Museum. (For anyone
who hasn’t been to the Delta Museum or
seen the Spirit of Delta, I would highly
recommend it; the museum is open to the
public).
Kali W. Beyah, my host attorney and mentor, could not have been more knowledgeable, personable, or sedulous. If my future
bosses are anything like Kali, I am in for a
very fulfilling and worthwhile career. Since
Delta’s legal department consists of many
different practice areas, I had the opportunity to work on issues related to corporate
governance and SEC filings, employment, real estate, litigation, and aircraft
finance. I completed assignments ranging
from asset/business acquisition filings, to
aircraft and engine insurance and small
commercial disputes. I could not have
asked for a more well-rounded experience
at Delta, and I am excited to say that I will
be continuing with Delta this fall in an
externship capacity.
My second week at ADP has proven to be
even more enriching than my first week,
ACC-Georgia Summer Intern Adam Dennett with colleagues
Danielle Early and Sumita Dalmia on a Delta Air Lines worldport tour.
and appreciated at ADP. Jacki, who spent
several years working in banking before
attending law school, has shown me the
significance of having a background
in business operations in addition to a
knowledge of the law. Some of the lessons
Jacki has imparted include the importance
of balancing your work and professional
life, constantly challenging yourself, getting buy-in and treating your co-workers
with respect, and never being afraid to ask
questions. A day at ADP is not complete
without one of Jacki’s acronym reminders for the CAWTPA, EPLI, FMLA, or
PPACA. I have been fortunate to work
I would like to thank all of the members of
the ACC Georgia, especially the Outreach
Committee, for making this opportunity
possible. The experiences I have had thus
far will certainly leave an indelible mark
on my professional career. I hope to one
day show my gratitude to the ACC Georgia
by being a host attorney for a deserving
intern in the summer law program.
Adam Dennett will start his second year of
law school at the Emory School of Law this
fall.
ACC-Georgia Member Spotlight: Matthew Schwartz
1. Where do you work?
Caucho Technology, Inc. (a software development company based in San Diego, CA)
2. What is your job title and what are your
duties?
Executive Vice President & General
Counsel
As General Counsel, I am responsible
for addressing all of the company’s legal
issues which primarily include negotiating
transactions, protecting the company’s IP
portfolio, human resources compliance
and general corporate management. As
Executive VP, I am intimately involved in
the company’s strategic planning and alliance building initiatives.
3. Please describe the legal department at
your company.
You’re looking at it … but I have two support staff.
4. How did your career path lead to an
in-house role?
I hung a shingle upon passing the
California Bar and practiced in my own
firm for several years. One of my clients
started a software business fourteen years
ago with no money and I was its attorney
from inception. I incorporated it, drafted
its contracts, protected its IP, and basically
looked out for the company. It has since
grown exponentially. When the time came
to hire a full time attorney, there was only
one person they wanted to hire.
5. What do you most enjoy about your
work?
I enjoy working with a very gifted and
diverse team at our company. I like hav-
Georgia Chapter FOCUS 3Q12
ing dual roles in both legal
and business affairs. I am
fortunate to have a lot of
independence, and I get to
travel to San Diego a few
times a year.
6. What is most challenging
about your work?
Keeping up with the technology and understanding
how it impacts our business
7. What has been your biggest accomplishment at your company?
Aside from closing various large transactions with Fortune 100 companies, I think
my most critical work so far has been
protecting the company’s trade secrets in
litigation and beyond.
8. How long have you been a member of
ACC-Georgia?
Ever since I moved to Georgia in 2007.
(I had been a member of the ACC So-Cal
chapter for three years before that)
9. What are the best benefits of ACCGeorgia membership?
The sponsored CLE programs are
extremely informative and they help you
stay ahead of the curve on new business
trends and legal issues (and it doesn’t hurt
when these programs are conducted at the
755 Club at Turner Field).
10. Now for some personal questions:
• Your favorite burger is from: the Varsity?
Or Flip?
Flip.
• Dog person or cat person?
Dog. (We have a 2-year old
Doberman named Xena)
• Morning person or evening
person?
Evening.
• Krispy Kreme or Dunkin’
Donuts?
Dunkin’ Donuts!
• Boiled peanuts: Thumbs
up or thumbs down?
Thumbs down, sorry. I’m originally from
New York. (Pretzels, please.)
• Favorite non-profit?
National Foundation for Autism Research
• Favorite Activities?
Softball, racquetball, hiking, and home
improvement projects.
• Favorite Films?
Godfather I & II, Raiders of the Lost
Ark, Lord of the Rings, Gran Torino,
The In-Laws (1979 version), Casablanca,
Goodfellas, Pulp Fiction, Monty Python
films, A Fish Called Wanda
• If you could go anywhere in the world for
free for two weeks, where would that be?
Italy
• If you were not a lawyer, what would be
your alternate career path?
Film & Television Production
Home Depot Legal Department Named a 2012 Value Champion
By Stephanie Aferiat1
On June 21, 2012, ACC announced 12
winners of its 2012 Value Challenge (aka
“Value Champions”), including ACCGeorgia member company, The Home
Depot. The Champions were recognized
for delivering cost efficiency to their clients
through value-focused legal management
skills and initiatives.
want to squeeze the outside firms on cost
completely; they wanted strong firms as
partners but they also wanted greater
predictability in their legal expenses. “The
shared risk aspect meant that we could
align the firms’ interests with those of the
company,” Hunter says. “We pitched it as a
win-win, pointing out that the firms would
have predictable work and revenue.”
For Home Depot’s Legal Department,
now headed by General Counsel Teresa
In addition to a series of retainer proWynn Roseborough, the quest for fixed-fee grams, ACC also recognized Home
arrangements began in the employment
Depot’s Legal Department for implementTeresa Wynn Roseborough,
arena, when Deputy General Counsel
ing a variety of other initiatives aimed at
General Counsel,
Jocelyn Hunter challenged several memincreasing efficiency and adding value.
The Home Depot
bers of the Employment
Law Team to develop an
overall retainer program
covering the majority of the
employment law spend. “Our
General Counsel at the time
pushed us to achieve lower
cost, predictable cost and
shared risk,” Hunter explains.
This initiative evolved into
a program of retainer and
fixed-fee arrangements across
many of the department’s
practice areas. Ranging from
employment and benefits to
general liability, commercial
litigation (including customer
litigation and consumer class
actions), patents, and a longstanding fixed fee program
for M&A transactions, the
arrangements share the basic
principle of using a core
group of retainer counsel to
handle a portfolio of cases or
corporate/transactional matters in their area of expertise for a fixed fee. Deputy
General Counsel Briley
Members of the HD legal team: Front row – Linda Seal, Stephanie Aferiat, Stacy
Brisendine observes, “Once
Ingram, Jocelyn Hunter, Tom Best; Back row – Briley Brisendine, Wanda Morris, and
we saw the potential savings
Brett Soloway
being generated, it became
business concessions in cases where the
important to identify other practice areas
These include: regular Retainer Counsel
Company is a member of a class or subject
where there was a similar opportunity for
meetings and calls to share best practices,
to regulatory fees, including in areas such
success.”
provide business updates, and discuss
as shipping, pharmaceutical, credit, tax
strategic topics; a web-based “Brief
refunds and customs duties.
Home Depot’s lawyers wanted to get
Bank” organized by practice area to share
control of their legal spend, but didn’t
resources, including briefs, court opinions,
As a result, across the department, Home
discovery documents and form docuDepot has reduced annual legal fees by 45
Portions of this article have been reprinted from
ments; and a recovery program aimed at
the June 2012 ACC/Value Challenge article by
continued on page seeking out potential cash recoveries and
Jennifer J. Salopek
continued from page to 55 percent since the start of the program
in 2008. Additionally, the legal budget is
more predictable. “We are now able to
predict with near certainty approximately
70 to 75 percent of our annual legal fees,
and our total fee spend is more consistent
month to month,” Hunter says.
Most promising, the company has reaped
improved legal outcomes by better aligning
the goals and interests of outside counsel
with those of inside counsel, and thus,
those of the company. “We’ve found that
creating true partnerships with outside
counsel consistently drives the best results
for the company, minimizes business disruption, and fosters the sharing of knowledge and resources among participating
firms,” says Roseborough.
“You can’t argue with the strong results
of this program,” says Hunter. “Some
firms were initially reluctant citing all the
reasons the program could fail. Happily,
the programs have been enormously successful for Home Depot and in providing
certainty for the firms, and we believe
similar initiatives could be successful at
other companies.”
Home Depot is proud to receive this award
and to be recognized as a leader in valuebased initiatives. We look forward to
being a part of the continued good work of
the ACC Value Challenge.
About the ACC Value Challenge: The
ACC Value Challenge, launched in 2008,
has provided resources and training for inhouse counsel and law firm lawyers to help
affect change within the legal industry. By
re-aligning relationships and promoting
value-based fee arrangements and other
management tactics, such as project management, process improvement, efficient
use of technology and knowledge management tools, the market for the delivery
of legal services benefits from the same
insights and wisdom upon which every
other service industry relies to provide
world-class value to their customers. For
more information, visit
www.acc.com/valuechallenge.
30 at 30
ACC is excited to celebrate two milestones this year—30 years of serving the in-house community and reaching
30,000 members worldwide. From its start 30 years ago as a small group of 3,000 in-house counsel in the United
States, ACC has evolved into a global association with more than 30,000 members.
The role of in-house counsel has evolved dramatically over the last 30 years, and we look forward to
celebrating this momentous occasion with you. Here are some of the ways that you can help us celebrate our
30th anniversary:
Celebrate All Year Round: July 2012–July 2013
• Visit the ACC 30th Anniversary website: acc.com/30.
• Browse the 30th Anniversary photo gallery. Submit your own ACC photos to be uploaded by emailing them
to [email protected].
• Complete the ACC Contest puzzle each quarter and receive a $5 Starbucks card. Additionally—for quarters 1, 3
and 4—one participant will be selected for a $100 gift card. In quarter 2, one participant will be selected for a
complimentary 30th Anniversary Gala ticket. (Puzzles must be completed by: Oct 7; Jan 6; Apr 7; Jul 1)
• Read the ACC Docket. There will be a timeline chronicling ACC and the evolution of in-house counsel
throughout the years in each issue through June 2013. In the October 2012 issue, there will be a special edition
to the ACC Docket dedicated entirely to our 30 th Anniversary.
• Follow @ACCinhouse on Twitter for timely updates regarding the 30th.
• Sign the Guestbook and add your thoughts on ACC’s 30 th anniversary or how you think the in-house community
has changed and grown over the past 30 years.
Georgia Chapter FOCUS 3Q12
Five Must-Have Mobile Apps for In-house Counsel
By Creighton Frommer
So your
company’s
IT department has just
dropped off
your fresh,
new Android
device,
iPhone, or
iPad. What
mobile apps
do you install
first?
Sure, you can get great apps for researching case law and managing outside counsel
that are designed specifically for attorneys. But some great general productivity
mobile apps will also help you keep up
with legal news and organize your work
life, and maybe your personal life, too.
Here are five apps I suggest new mobile
users install on the first day. Due to the
amount of reading in-house attorneys
must do, the first three are helpful reader
apps, and the second two improve productivity. If you already use them, I’ll suggest
an advanced feature in each app that you
may not have tried. Each one of these
applications is available for the iPhone,
iPad, and Android devices, and they are
each free, at least for basic use.
Zite
Zite, a self-described “personalized magazine”, aggregates and combines traditional
news articles with posts from high profile
blogs into a suitably formatted, exceptionally readable compilation. Periodically
refreshing itself, you can use Zite to
stay on top of both the latest news and
Internet buzz. Like many reader apps, you
can share articles via Facebook, Twitter,
Instapaper (discussed below), or old-fashioned email.
Zite will search from dozens of standard
topics. And your selected topics sync
between your devices. When you’re ready
to take the next step with Zite, you can add
custom topics. For instance, you may want
to keep up with a specific legal field like,
“Intellectual Property” or “Employment
Law”. Then let Zite bring the latest news
and viral updates to you.
Pulse
A complimentary news reader to Zite,
Pulse gathers a certain type of published
news, RSS news feeds, and presents them
in fantastic sets of side-scrolling lists. If
you frustratingly stopped reading RSS
feeds in 2006, Pulse may bring you back.
In the “old days” it was too easy to drown
in unread articles. But with Pulse, that
volume becomes an advantage by allowing
you to scroll through dozens of pictures
and headlines, only stopping and reading
when you find something worthwhile.
Instead of reminding you of what you
haven’t read yet, it quietly shifts older
articles off to the side and keeps the latest
right up front.
With Pulse, unlike Zite, you choose your
news sources, and you can scan through
many more article headlines much quicker.
In fact, you may want to setup a page just
for your favorite blawg feeds. Especially
for in-house attorneys covering a range of
legal topics, this gives you easy access to
a full day’s worth of legal news with just a
few quick swipes. And you can then share
your favorite articles via social media and
email.
Instapaper
Instapaper serves a different purpose from
Zite and Pulse in your mobile reader toolbox, and brilliantly combines cloud and
web technologies. Think about when you
last were reading a long article, but had
to get back to your Inbox or take a phone
call before finishing it. With Instapaper,
one click to a bookmarklet in your web
browser will save the article to your
Instapaper cloud account. But that’s not
the best part!
When you do find time to read it, the article will appear in the Instapaper app free
of ads, comments, and all that distracting
website clutter. You’ll get just the article’s
text formatted similar to an e-book. And
with Instapaper’s cloud storage, you’ll
have access to the same articles on all your
devices and with the ability to read them
off-line.
Originally intended for general web
content, Instapaper makes a great tool for
collecting law firm newsletter and legal
update articles. For instance, instead of
reading and digesting a complex update on
implied warranty rights in between phone
calls, you can save it once with Instapaper
for reading on your next flight and for
future reference. The Instapaper app and
technology simply changes the game when
it comes to reading long form content on
the Internet.
TripIt
Moving on to a different type of mobile
tool, TripIt makes managing and accessing
your personal travel information extremely
easy by organizing it in the cloud. TripIt
makes setup and management easy
enough, so that even Zone 3 fliers, like me,
can really benefit from using it. Instead
of fumbling around at hotel, airline, and
rental car check-in desks and kiosks, TripIt
gives you an organized set of your travel
confirmations with links to online maps
and additional information. And you will
have your confirmed price right at hand
to verify your bill. TripIt also can quickly
email your full itinerary to others who
must know where you’ll be.
TripIt offers three main ways to input
your travel data: manually through their
website, by forwarding your confirmation
emails to [email protected], or through
their automatic email filter. Advanced
users may like this third method giving
continued on page 10
continued from page TripIt access to an email account, maybe a
special email account setup just for travel,
for continuous scanning and updating of
your travel plans.
Evernote
Mobile device users fortunately have lots of
choices for collecting, storing, and organizing notes. My current favorite is Evernote
because of how it organizes saved materials, syncs them across on all devices, and
provides flexibility with inputting content.
Notes can be short lists, meeting minutes,
website addresses, photos, audio recordings, or even full articles. You might even
use it to snip and save smartly worded
contract provisions you run across.
Many in-house attorneys want to save and
track law firm articles, case summaries,
blog postings, and various other legal
tidbits. To me, Evernote has been the best
way to collect and store content from these
disparate sources. Along with Evernote’s
normal save capability, users can also
save content by emailing it directly to the
Evernote cloud. You may want to also add
keyword tags in the email subject to automatically organize it with similar content.
These are some free mobile applications
that I like use to be more productive. If
you have suggestions for other mobile
apps, tools, or features that you use and
think would help other in-house attorneys
work more efficiently, please send them
to me. We’ll compile suggestions and distribute that feedback back to the ACC-GA
community.
Creighton Frommer is Corporate Counsel,
Intellectual Property at Reed Elsevier in
Alpharetta. His practice focuses on global
copyright, trademark, trade secrets, open
source, and other software matters. The
opinions herein do not represent the opinions of his employer. He can be reached at
[email protected].
PHOTOS:
Corporate Counsel Awards Presented at June Luncheon Meeting
Chapter President
Martha McMillin
and Vice-President,
Communications,
Monique McNeill,
who spearheaded the
successful inaugural
awards
more photos on page 11
10 Georgia Chapter FOCUS 3Q12
Jim Reed
(Outstanding
General
Counsel,
Small);
Teresa Kennedy
(Lifetime
Achievement)
and
Eric Hilton
(Outstanding
General
Counsel, Solo)
Timothy Phillips
(Community
Champion) and
Charemon Grant
(Diversity Champion)
(Not pictured: Loretta Cecil,
Outstanding General
Counsel, Large and
Kali Wilson Beyah,
Rising Star, who were
not able to attend the
luncheon)
11
Upcoming Events
Monthly Luncheon Sponsored by
Sutherland Asbill & Brennan LLP
Oct 9, 2012
11:30 AM - 1:30 PM
Maggiano’s Little Italy Cumberland Mall
Monthly Luncheon Sponsored by
Swift Currie
Nov 13, 2012
11:30 AM - 1:30 PM
Maggianos Little Italy Cumberland Mall
Monthly Luncheon Sponsored by
Bondurant, Mixson & Elmore, LLP
Dec 11, 2012
11:30 AM - 1:30 PM
Maggiano’s Little Italy Cumberland Mall
All day CLE Jamboree sponsored by
King & Spalding
Oct 25, 2012
King & Spalding
Welcome New Members!
Alejandro Arca, The Home Depot,
Inc.
Julianne Belaga, Avnet, Inc.
Steven Belew, Capital Access
Network, Inc.
Noah Benz, Neenah Paper, Inc.
Timothy Brown, ING Americas
Lindsey Churchill, InterContinental
Hotels Group
Corey Cutter, Pythagoras, Inc.
Sheila Garber, InterContinental
Hotels Group
Stephanie Hooks, LexisNexis Risk
Solutions
Samantha Johnson, Grady Health
System
Jon Lober, Communications Capital
Group, LLC
Jennifer Manning, The Coca-Cola
Company
Theresa McDaniel, Randstad North
America
Martha Nerenhausen, Healthcare
Solutions, Inc.
Jeffery Phillips, DS Waters
Madison Roberts, Akzo Nobel, Inc.
Marlon Starr, PRIMEDIA Inc.
Maureen Sutton, YP
Douglas Tulley, Kimberly-Clark
Corporation
Board Members
President
Ms. Martha McMillin
Vice President and Managing General Counsel
The Housing Authority of the City of
Atlanta, Georgia
(404) 817-7210
[email protected]
President-Elect
Mr. Joseph Freeman
Assistant General Counsel
Cox Communications, Inc.
(404) 843-7682
[email protected]
Vice President, Sponsorships &
Programs
Ms. Wanda M. Morris
Counsel
The Home Depot, Inc.
(770) 384-2169
[email protected]
Vice President, Outreach Initiatives
Ms. Rachel Gervin
Vice-President and Deputy General Counsel
Sage North America
(678) 280-5107
[email protected]
12 Georgia Chapter FOCUS 3Q12
Vice President, Special Programs
Mr. Paul Marcela
North American Bus Industires, Inc.
VP, General Counsel & Secretary
(478) 293-7619
[email protected]
Secretary
Ms. Sheri Gates McGaughy
Vice President, Legal
The Weather Channel
(770) 226-2791
[email protected]
Treasurer
Mr. Neil J. Ginn
General Counsel
WEG Electric Corp.
(678)534-4661
[email protected]
At-Large Directors
Ms. Virginia Wadsworth
General Counsel-APCO
Automobile Protection Corporation
(678) 357-1497
[email protected]
Mr. Seth Bruckner
Attorney
United Parcel Service
(404) 828-7023
[email protected]
Ms. Kelly Wilcove
Senior Counsel
Assurant, Inc.
(770) 763-1207
[email protected]
Mr. H. Eric Hilton
SVP, Secretary and General Counsel
H.J. Russell & Company
(404) 330-1013
[email protected]
Mr. Creighton K. Frommer
Corporate Counsel
Reed Elsevier
(678) 694-3211
[email protected]
Chapter Administrator
Ms. Lisa Smith
ACC-GA Chapter Administrator
(404) 375-2036 Cell
[email protected]