In House - The FindLaw Corporate Counsel Blog

October 2015 Archives

Merger of Viagra Maker and Allergan Could Be Biggest of 2015

Share prices of Allergan exploded out of the opening bell and topped out with an almost 8 percent gain over the stock's closing. It's been a good several trading days for the Ireland-based pharmaceutical company.

The lastest jump in prices has been attributed to "preliminary friendly discussions" regarding Pfizer's proposed takeover of Allergan. If the deal goes through, it stands poised to be largest takeover deal of 2015.

It was one of the biggest product defects ever, a faulty ignition switch in General Motors cars which lead to at least 124 deaths. GM settled a federal investigation over the switches last month for $900 million. Shutting down a series of private lawsuits cost the carmaker another $575 million -- relatively small amounts compared to what might be in store for automakers like Volkswagen.

But if GM and its executives are getting off light, the company's in-house counsel aren't coming away unscathed. If there's one clear lesson to come out of GM's deadly fiasco, it's that in-house attorneys can't ignore problems and have a duty to report issues up the food chain.

Pay Ratio Regulations Coming Soon. Are You Ready?

'Tis the Season for Corporate Oversight. In house can likely feel the mounting tension in the air ...

The latest blow to corporate and financial opacity was adopted by the SEC on August 5, 2015 -- and many people didn't even know about it. On that day, the SEC voted to implement Sec. 953(b) of the Dodd-Frank Act, which requires companies to disclose a pay-ratio gap (chasm?) between the CEO's total compensation and the median annual total compensation of all other company employees.

This new change in Federal Law is likely a source of tension among business executives who are eager to deflect attention away from the fact that the average S&P 500 CEO makes 216 times more than the average employee of the same company.

In-house counsel hate California. It's not our towering redwoods, sunny beaches, or booming economy that turns corporate attorneys off, of course. It's the difficulty of doing business. Sixty-five percent of in-house respondents complained about the "burdensome" nature of working in California in a recent Archer Norris poll. More than half expressed concern over state regulations.

Of course, there are a few things in-house counsel do that make working in the Bear Republic even more unbearable, particularly when it comes to corporate filings. Here are some common errors and how to avoid them, both in the Golden State and beyond.

In-House Salary Trends Remain Stable

According to a report composed of data compiled by Major, Lindsey & Africa Consultants, in-house lawyers enjoyed relatively stable incomes from 2014 to 2015. But Miriam Frank, Vice President of MLA, cautioned that the numbers may mislead because some compensation is classified as an equity, not compensation.

If you started your legal career in a foreign country like China, France, or Texas, the New York courts are contemplating a rule change that could make your life a bit easier. The Empire State is considering an amendment to the Rules of the Court of Appeals that would permit foreign lawyers to register as in-house counsel.

Under the change, foreign attorneys would not have to be admitted to the New York bar to work in-house, so long as they are a member in good standing of a foreign legal jurisdiction. The switch would put them on equal footing with their American-barred colleagues.

Cat's Paw: Headache for Employers and In-House Counsel

It's tough being an employee. But these days, being an employer can be no picnic either. In fact, it could be a potential mine-field of litigation.

Recent cases, including Woods v. City of Berwyn in the Seventh Circuit, have given employers pause when thinking of letting that certain employee go "for cause."

United Airline's general counsel, Brett Hart, is taking over the reins of the airline for the time being. United's board of directors named Hart acting CEO on Monday, replacing Oscar Munoz, who took medical leave after suffering a heart attack last week.

Hart will be United's third CEO in under two months, responsible for guiding the airline through some -- ahem -- turbulent times.

Social Media Dashboards for Gathering Client Intelligence

Companies stand to benefit tremendously from proper utilization of social media. This was a key inference from a study that McKinsey and Company, a sector consulting firm, conducted a few years ago.

In-house counsel would do well by their client to arm themselves with tools such as social media dashboards. A dashboard can help to quickly gather information about clients and potential new hires.

Prolific social media use is generating an ever-increasing amount of publicly available data. Just about every tweet, Facebook like, and instant message leaves a digital trail. And data analytics is growing increasingly skilled at mining that information in order to provide important insights, not just to marketers and government spies, but to corporations conducting internal investigations.

Unfortunately, many corporate investigations are ignoring those tools. Most companies fail to make use of social media analytics, according to a new survey by Deloitte, leaving in-house legal teams without potentially beneficial information.

It's no secret that in-house lawyers are motivated by more than just cold hard cash -- though that helps, too. Many lawyers seek out in-house positions even though they could make more in big firms or their own practices. It's the desire for work-life balance, an interest in business, or a yearning for greater variety that brings them to corporate legal departments.

Those non-monetary motivations don't disappear once in-house attorneys land a job. The desires for status, certainty, autonomy, relatedness, and fairness can all be used to help in-house teams achieve goals. It's basic neuroscience.

Just last June, the Supreme Court recognized the same-sex couples' fundamental right to marriage in Obergefell v. Hodges. It was a landmark decision and a triumph for gay rights advocates, but many corporations had embraced gay and lesbian equality long before the Supreme Court, offering spousal benefits to employees' domestic partners. In 2014, more than a third of all workers had access to domestic partner benefits, according to the Bureau of Labor Statistics.

Now that same-sex marriage is the law of the land, are domestic partner benefits still necessary?

EU Safe Harbor Ruling: Implications for Businesses

When the Austrian student Max Schrems brought his grievances to the Irish authorities, it's doubtful he could have foreseen this ruling by the European Court of Justice.

The ECJ recently concluded that the Safe Harbor Agreement was invalid because it subordinated individuals' privacy concerns beneath "national security, public interest or law enforcement."

Finding a good in-house position isn't easy. There are plenty of lawyers ready to jump ship from their firm in order to get a relatively comfy (or so the assumption goes) in-house gig.

With so much competition, you don't just have to have the right experience; you've got to have the right everything. That starts with the right resume. Here are some tips to help make yours shine:

LinkedIn's Unlimited Vacation Time Comes With an Asterisk

LinkedIn has adopted a new unlimited vacation policy for its employees. At a glance, that sounds like a revolutionary thing for workers. But people who have been in the workforce for a few years are likely to be skeptical.

LinkedIn has joined a very small group of employers that have adopted a Discretionary Time-Off program for their employees. The practice is rare in the United States: only about one percent of employers offer it.

Your company is hiring. It's inundated by resumes, applications, letters of recommendation. Once you've found the perfect match for the job, you can click delete and let the rest of the applications go, right? No way. Keep those suckers around -- for years.

Federal record keeping requirements are strict. Failure to hold onto applications can open you up to litigation, from applicants and from the EEOC, as Coca-Cola learned the hard way a few weeks ago.

It's not easy to get a job as in-house counsel. If you don't have a connection inside the company, you're largely left with just your resume and cover letter to make an impression. So your resume should wow, as much as a resume can.

A resume summary statement can help you grab attention by providing a quick, succinct "I'm qualified!" at the top of your resume. Some argue, however, that it wastes valuable resume space. Should you bother with one or not?

SCOTUS Gives Insider Trading a Pass

In a move that is sure to inflame the passions of Occupiers (a la, the 99 percent), SCOTUS refused, on Wednesday, to review a decision by the Second Circuit which threw out the convictions of hedge fund managers Anthony Chiasson and Todd Newman. The decision came as a major blow to both US Attorney Preet Bharara and the US Justice Department's attempt to crackdown on insider trading in the midst of increasing disapproval from the public.

SCOTUS' refusal all but affirms the Second Circuit's narrow definition of insider trading.

It's the largest regional trade agreement in history, encompassing 12 Pacific Rim nations, 800 million people, and 40 percent of global GDP. It took years of negotiations and a special act of Congress before terms of the Trans-Pacific Partnership could be finalized on Monday.

The TPP could significantly change how business is done from the Straight of Magellan to Kuala Lumpur. That is, if it makes it through. The agreement faces strong opposition from environmentalists, unions, human rights advocates, and, as of Wednesday afternoon, Hillary Clinton. Here's what you need to know about the TPP:

American Apparel filed for Chapter 11 bankruptcy protection this morning. The once-hip retailer popularized metallic spandex leggings and made-in-LA t-shirts in the early 2000s but has struggled with waning sales and tumbling stock prices. The company warned investors in August that it might not have the funds needed to meet its debt obligations.

Chapter 11 protection should allow American Apparel to keep open its Los Angeles manufacturing centers and 130 retail stores while it undergoes a debt-for-equity conversion. The company's current troubles are just one more reminder of how unfavorable market forces, poor planning, and questionable (to put it mildly) leadership can tank a promising company.

A government shut down over Planned Parenthood has been averted. Yesterday, Congress went to the brink of shutting down the federal government over Planned Parenthood funding and pulled back at the last minute. But the compromise could only be temporary, according to The Washington Post. And of course, there's always the possibility that another political disagreement could lead to a funding impasse in the future and subsequent shutdown.

What is in-house counsel to do when the government shuts down?