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The 16th Annual Corporate Counsel Institute: Managing Risk in a Global Environment 13.25 CLE credit hours (60-minute hour), including 2.0 of legal ethics 16.00 CLE credit hours (50-minute hour), including 2.4 of legal ethics March 8-9, 2012 Georgetown University Law Center Washington, DC

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The 16th Annual

Corporate Counsel Institute: Managing Risk in a Global Environment

13.25 CLE credit hours (60-minute hour), including 2.0 of legal ethics

16.00 CLE credit hours (50-minute hour), including 2.4 of legal ethics

March 8-9, 2012Georgetown University Law Center • Washington, DC

AgendaThursday, March 8n 8:15-8:45 amRegistration and Continental BreakfastSponsored by PricewaterhouseCoopers LLP

n 8:45-9:00 amWelcome and Introduction

William M. Treanor, Dean, Georgetown University Law CenterLawrence J. Center, Assistant Dean, Georgetown University Law CenterMarc Gary and Thomas F. O’Neil III, Advisory Board Co-Chairs

n 9:00-10:15 amGeneral Counsel Roundtable: What’s Top of Mind in Managing Global Risk?General Counsel from large companies and small law departments discuss the issues that are “top of mind” as they manage their company’s legal matters in a complex global environment with sometimes conflicting laws and regulations.

Moderator: Jay B. Stephens, Senior Vice President, General Counsel and Secretary, Raytheon CompanySpeakers: Katherine L. Adams, Senior Vice President and General Counsel, Honeywell International Gail A. Lione, Retired Vice President, General Counsel and Secretary, Harley-Davidson, Inc. Teresa Wynn Roseborough, Executive Vice President and General Counsel, The Home Depot Laura Stein, Senior Vice President and General Counsel, The Clorox Company

n 10:15-10:35 am Networking Break

n 10:35-11:50 am Enforcers RoundtableRepresentatives from the U.S. Securities and Exchange Commission, the Fraud Section of the Criminal Division of the U.S. Department of Justice, and the Serious Fraud Office of the United Kingdom discuss their law enforcement initiatives and expanding jurisdictions against corporate bribery, fraud, and corruption.

Moderator: Ann M. Kappler, Vice President and Chief Legal Officer of Corporate Services, Prudential FinancialSpeakers: Kara Brockmeyer, Chief of the Foreign Corrupt Practices Act Unit, U.S. Securities & Exchange Commission Charles E. Duross, Deputy Chief of the Fraud Section, Criminal Division, U.S. Department of Justice Satnam Tumani, Head of the Bribery and Corruption Business Area, Serious Fraud Office of the United Kingdom

n 12:00-1:15 pm Luncheon and AddressSponsored by Kroll Ontrack

Ben Heineman, Senior Fellow, Belfer Center for Science & International Affairs, John F. Kennedy School of Government, Harvard University, and retired Senior Vice President, General Counsel, and Secretary, General Electric Company

n 1:30-2:45 pmConcurrent Sessions:

International Corporate Compliance ProgramsGeneral Counsel and Chief Compliance Officers discuss the challenges they confront and their experiences in adopting a global corporate compliance and business ethics program, taking into account the diverse laws, regulations, and law enforcement postures of the various countries where they operate. Hypothetical scenarios will be the basis for discussion.

Moderator: Anastasia D. Kelly, Partner, DLA Piper LLP Speakers: Abby C. Fiorella, Senior Vice President and Head, Global Compliance and Forensics, MasterCard Worldwide Andrew Hinton, Associate General Counsel and Chief Compliance Officer, Google Inc. E. Robert Lupone, Senior Vice President, General Counsel and Secretary, Siemens Corporation

Managing the Global WorkforceManaging a workforce is hard enough in the domestic context. With their workforce now global, American companies need to take on the complex task of managing their employees in a myriad of cultures, social circumstances, and legal requirements with which most have no familiarity. This can be a management nightmare without the proper background. Corporate counsel with global experience will discuss their “lessons learned” and share invaluable practical tips to assist in addressing this all-encompassing new management challenge.

Moderator: Holly A. Silver, President, Holly A. Silver, P.C.Speakers: Joel Katz, SVP, Chief Ethics & Compliance Officer, CA Technologies Deborah Marlowe, Partner, Berry Appleman & Leiden LLP James J. Murphy, Assistant General Counsel, General Dynamics Corporation Mark Nordstrom, Senior Counsel, General Electric Company

n 2:45-3:05 pm Networking Break

n 3:05-4:20 pm Global Competition EnforcementWith well over 100 competition authorities globally, many newly organized in the emerging economies, understanding and complying with the myriad laws and regulations and enforcement priorities of these agencies can be a complicated undertaking for a global company. In addition, there is an increasing effort to coordinate law enforcement investigations, including merger reviews, amongst affected jurisdictions. Representatives from the European Commission and other global authorities will provide their insight on compliance with their laws and regulations and what, if anything, can a corporation do when confronting conflicting laws and regulations.

Moderator: Deborah Majoras, Chief Legal Officer and Secretary, The Procter & Gamble Company Speakers: Cecilio Madero Villarejo (Invited), Deputy Director General for Antitrust, European Commission John Fingleton (Invited), Chair of the Steering Group, International Competition Network, and Chief Executive of the Office of Fair Trade, United Kingdom

n 4:20-5:35 pm Implementing Dodd-Frank RegulationsRepresentatives from the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, and the newly created Consumer Financial Protection Bureau discuss the regulations implementing Dodd-Frank.

Moderator: Marc Gary, Executive Vice President and General Counsel, Fidelity InvestmentsSpeakers: Gregory Baer, Deputy General Counsel, J.P. Morgan Chase & Company Paula Dubberly, Division of Corporate Finance, U.S. Securities and Exchange Commission Daniel Berkovitz, General Counsel, U.S. Commodity Futures Trading Commission Richard Cordray (Invited), Director, Division of Enforcement, Consumer Financial Protection Bureau

Comments to Model Rule 1.1, as well as to the black letter of Model Rules 1.6 and 4.4. This session will enable you to learn how to meet your ethical obligations while also assisting your clients in meeting their business goals. This will be an excellent and unique opportunity to obtain answers and perspectives from judges presiding in different jurisdictions.

Moderators: Christina Ayiotis, Adjunct Professor, Department of Computer Science, The George Washington University Courtney Ingraffia Barton, Assistant General Counsel, AOL, Inc.Speakers: Hon. Herbert B. Dixon, Jr., Associate Judge, Superior Court of the District of Columbia Hon. John M. Facciola, Magistrate Judge, U.S. District Court for the District of Columbia Hon. Andrew J. Peck, Magistrate Judge, U.S. District Court for the Southern District of New York n 10:30-10:50 am Networking Break

n 10:50 am-12:05 pmSupreme Court Review While the Fall term may not include any blockbuster business cases like Dukes v. Wal-Mart, it does include a number of cases that may yield noteworthy holdings, according to “Inside Counsel” magazine. The magazine predicts many of these cases, while very narrow in scope, may hold the potential for broader impact across the business world. During this annual session (always a highlight of the Institute) the Co-Director of Georgetown University Law Center’s Supreme Court Institute will engage in a dialogue with the Solicitor General of the United States and a former Solicitor General about the most important Supreme Court cases affecting businesses and their implications for the future.

Moderator: Prof. Steven H. Goldblatt, Director, Supreme Court Institute, Georgetown University Law CenterSpeakers: Paul D. Clement, Partner, Bancroft PLLC Hon. Donald B. Verrilli, Jr., Solicitor General of the United States

n 12:05-12:25 pmLunch Distribution

Can’t attend live? Take this or other Georgetown Law CLE courses online through West LegalEdcenter. For more information, visit our website at www.law.georgetown.edu/cle.

n 5:35-7:00 pm CCI Cocktail Reception Sponsored by Capstone Advisory Group

n 7:00-9:00 pm (optional) How Successful General Counsel Manage C-Suite and Board ExpectationsSponsored by Hogan Lovells US LLPWhile one of the qualities of all successful General Counsel is the ability to manage the expectations of the Board and company executives, as more women become General Counsel this is one of the more important skills required. This panel will discuss how several successful women General Counsel have accomplished this goal. If you would like to attend or have any questions about this panel, please contact Marcia Wiss at [email protected]

Moderator: Marcia A. Wiss, Partner, Hogan Lovells US LLPSpeakers: Elizabeth Abdoo, General Counsel and Executive Vice President, Host Hotels & Resorts, Inc. Mary Kennard, General Counsel, American University Rachel Robbins, Vice President and General Counsel, International Finance Corporation

Friday, March 9n 8:30-10:30 amLegal Ethics and TechnologyThis facilitated discussion with judges addresses the ethical obligations of in-house counsel regarding technology, information management, privacy, security, and eDiscovery (including social media and issues with operating within the cloud context). Panelists will analyze Duty of Competence, Confidentiality of Information, Candor to the Tribunal, and Fairness to Opposing Party and Counsel. There will be an update regarding the work of the ABA Commission on Ethics 20/20 formed by Carolyn Lamm in 2009 to address technology and global practice challenges facing the legal profession. Specifically, the panel will discuss the Commission’s proposed amendments to the

n 12:25-1:40 pmConcurrent Sessions: Operating Globally

Going Global: International Due Diligence and Other MattersSo your company has finally decided to go global. What are your options? Experienced practitioners discuss the key legal issues when companies expand globally: doing a joint venture with a local partner, acquiring control of a local company, establishing a distribution relationship with a local player, or starting a greenfield operation. Subjects reviewed will include conducting due diligence, confidentiality, negotiating the terms of entry (including allocating responsibility for contingent liabilities), facing the challenges of implementing anti-corruption programs, dealing with local regulators, protecting your own directors, and what happens when you want out.

Moderator: John M. Vasily, Partner, Debevoise & Plimpton LLPSpeakers: Jim Bramson, General Counsel, LivingSocial Sharie A. Brown, Partner, DLA Piper LLP Jeffrey W. Ferguson, Managing Director, The Carlyle Group Robert Lantz, Associate General Counsel, Serco Inc.

Lessons From Social Media (For the Business and its Employees)As more and more companies use social me-dia to market their products, their employees are also using social media for purposes that may, or may not, interfere with their duties, increase litigation risk to the business, and raise ethical concerns for its lawyers. What are the risks involved and how do you protect your company? These and other issues will be explored by this panel of experts.

Moderator: Michael E. Lackey, Jr., Partner, Mayer BrownSpeakers: Jack Halprin, Head of eDiscovery, Google Inc. Ted Ullyot, Vice President and General Counsel, Facebook

n 1:40-2:00 pmNetworking Break

n 2:00-3:15 pmConcurrent Sessions: Managing Data Risks Globally

Data Security Across BordersProtecting company information databases, especially when they contain personally identifiable information, can be a challenge in any environment. But they take on an additional level of complexity in the international arena, especially with the aggressive enforcement position taken by the European Union and the U.S. data breach notice requirements. Panelists discuss these challenges and how companies can comply in this critical area.

Moderator: Stewart A. Baker, Partner, Steptoe & Johnson LLPSpeakers: Sharon Anolik, Global Privacy Risk and Strategy Leader, McKesson Corporation Andrea L. Charters, Vice President & Associate General Counsel, Rosetta Stone Ltd. Gretchen Herault, Vice President, Compliance and Fraud Prevention and Deputy Chief Privacy Officer, Monster Worldwide Inc. Mark D. Schultz, Senior Vice President, General Counsel and Secretary, SRA International, Inc.

eDiscovery Across Many JurisdictionsCross-border discovery and disclosure of electronic information in the context of litigation and regulatory compliance is an increasing challenge for companies. These challenges are only intensifying as cloud computing, social networking and other emerging technologies blur traditional concepts of “possession, custody, and control” of ESI. This panel will use representative case studies from various industries to illustrate practical strategies for managing legal risk and the cost of navigating the hazardous currents of cross-border discovery. Panelists will draw upon their own experience as well as resources such as The Sedona Conference® Framework for Analysis of Cross-Border Discovery Conflicts: A Practical Guide to Navigating the Competing Currents of International Data Privacy & eDiscovery (2008), and the upcoming The Sedona Conference® International Principles on Data Protection Laws in U.S. Litigation.

Moderator: M. James Daley, Partner, Daley & Fey LLPSpeakers: Anthony Deglomine III, Vice President, Litigation, Harris Corporation Kevin M. Gunya, Compliance Counsel, Lockton Companies, LLC Susan Haller, Vice President, Litigation, Sprint Nextel Corporation Rayne Towns, Assistant General Counsel, Exide Technologies

n 3:20-4:35 pmForecasting the Future: What Will the Chief Legal Officer’s Job Look Like in Five to Ten Years?So, you think that being a Chief Legal Officer is tough today? What will the future hold? What tools will General Counsels of the future need to do their jobs? A panel of experts who have spent their professional careers in the corporate counsel arena examine their crystal balls and share their predictions.

Moderator: Prof. Milton C. Regan, Co-Director, Center for the Study of the Legal Profession, Georgetown University Law CenterSpeakers: Mark Chandler, Senior Vice President, General Counsel, and Secretary, Cisco Systems, Inc. Susan Hackett, Chief Executive and Chief Legal Officer, Legal Executive Leadership, LLC, former Senior Vice President and General Counsel, Association of Corporate Counsel Amy Schulman, Senior Vice President, Pfizer Inc.

About Georgetown Law CLEGeorgetown Law CLE has an established tradition with over 30 years of experience of providing the legal community with high quaity programs. Our programs are developed with the profession’s ever-changing needs in mind, while at the same time meeting the mandatory CLE requirements of various state bars. Located in the heart of the nation’s capital, we feature the country’s leading officials, judges, and practitioners.

Speakers & Advisory Board Members

Program Chairs

Marc GaryFidelity InvestmentsBoston, MA

Thomas F. O’Neil IIIThe Saranac Group LLCBaltimore, MD

Executive Committee

Thomas P. KurzSysco CorporationHouston, TX

Ronald W. Peppe, IICanam Steel CorporationPoint of Rocks, MD

Judson W. StarrVenable LLPWashington, DC

Jaime (“Jim”) Taronji, Jr.U.S. Federal Trade CommissionWashington, DC

Oliver M. Johnson, IIMedStar HealthColumbia, MD

Deborah P. MajorasThe Procter & Gamble CompanyCincinnati, OH

Luncheon Speaker Ben HeinemanSenior Fellow, Belfer Center for Science & International AffairsJohn F. Kennedy School of GovernmentHarvard UniversityCambridge, MA

Judges Hon. Herbert B. Dixon, Jr.Superior Court of the District of ColumbiaWashington, DC

Hon. John M. FacciolaU.S. District Court for the District of ColumbiaWashington, DC

Hon. Andrew J. PeckU.S. District Court, Southern District of New YorkNew York, NY

Advisory Board Cathy C. AndersonTrue Value CompanyChicago, IL

Joseph M. ArondsHartz Mountain Industries, Inc.Secaucus, NJ

Daniel F. AttridgeKirkland & Ellis LLPWashington, DC

Kathleen T. BarlowMarsh & McLennan CompaniesWashington, DC

Raymond E. BayleyNovus Law LLCChicago, IL

Julienne W. BramescoClearspire Law Co. LLCWashington, DC

Louis J. BriskmanCBS CorporationNew York, NY

Sharie A. BrownDLA Piper LLP (US)Washington, DC

Thomas M. BuchananWinston & Strawn LLPWashington, DC

William M. BumpersBaker Botts LLPWashington, DC

G. Brian BuseyMorrison & Foerster LLPWashington, DC

James M. CainSutherland Asbill & Brennan LLPWashington, DC

John N. CamperlengoGentiva Health Services, Inc.Atlanta, GA

Jeffrey W. CarrFMC Technologies, Inc.Houston, TX

Daniel E. ChuddJenner & Block, LLCWashington, DC

Bruce D. CollinsC-SPANWashington, DC

Beth Byster CorvinoBurr Ridge, IL

Mark C. DarrellLaclede Gas CompanySt Louis, MO

Prof. Viet D. DinhGeorgetown LawWashington, DC

Ona Alston DosunmuThe Brookings InstitutionWashington, DC

Lynne M. DurbinAdhesives Research, Inc.Glenn Rock, PA

Thomas J. Egan, Jr.Baker & McKenzieWashington, DC

Linn EvansFood Lion, LLCSalisbury, NC

Stephanie EvansWilmer Cutler Pickering Hale and Dorr LLPWashington, DC

Steven D. FeldmanHerrick, Feinstein LLPNew York, NY

Allen J. GrossLos Angeles, CA

John F. HartiganMorgan, Lewis & Bockius LLPLos Angeles, CA

Jacquenette M. HelmesCGI Group Inc.Fairfax, VA

Gregory E. HeltzerMcDermott Will & Emery LLPWashington, DC

Andrew D. HendryColgate-Palmolive CompanyNew York, NY

Adonis E. HoffmanLeadership Counsel LLCWashington, DC

Tyree P. JonesReed SmithWashington, DC

Peter J. KadzikDickstein Shapiro LLPWashington, DC

Ann M. KapplerPrudential Financial, Inc.Newark, NJ

Anastasia D. KellyDLA Piper LLP (US)Washington, DC

J. Crilley KellyAttorney At LawPittsburgh, PA

Thomas KennedySkadden ArpsNew York, NY

Gilbert S. KeteltasBaker & Hostetler LLPWashington, DC

Scott KillingsworthBryan Cave LLPAtlanta, GA

Joseph A. Lenczycki, Jr.Bell & Clements Inc.Reston, VA

E. Robert LuponeSiemens CorporationNew York, NY

Michael C. MalarkeyCapstone Advisory Group, LLCWashington, DC

Robin McCuneStrayer UniversityHerndon, VA

Kevin J. McIntyreJones DayWashington, DC

Peter F. McLaughlinFoley & Lardner LLPBoston, MA

Stephen M. McNabbFulbright & Jaworski LLPWashington, DC

Lee I. MillerDLA Piper LLP (US)Washington, DC

Lester A. MyersCaux Round TableAlexandria, VA

Stephen B. PaigeChicago, IL

J. Steven PattersonHunton & Williams LLPWashington, DC

Ann Marie PlubellThe Plubell FirmWashington, DC

Christopher RanckSiemens Westinghouse Power CorporationOrlando, FL

Prof. Milton C. ReganGeorgetown LawWashington, DC

Eric D. ReicinSallie MaeReston, VA

Thomas A. RobertsWeil, Gotshal & Manges LLPNew York, NY

Paul V. RogersCovington & Burling LLPWashington, DC

Leigh P. RyanPaul, Hastings, Janofsky & Walker LLPSan Diego, CA

Michael G. ScheiningerMcKenna Long & Aldridge LLPWashington, DC

Raymond S. SczudloChildren’s National Medical CenterWashington, DC

Catherine ShiangAsia Capital Advisor, Ltd.Hong Kong, China

Eric J. SobczakCBS CorporationNew York, NY

Jay B. StephensRaytheon CompanyWaltham, MA

Derek M. StoldtKaye Scholer LLPNew York, NY

Michael T. SweeneyWestinghouse Electric CompanyPittsburgh, PA

Kay TatumWiley Rein LLPWashington, DC

Albert F. TellecheaHolland & Knight LLPWashington, DC

John M. VasilyDebevoise & Plimpton LLPNew York, NY

John K. VillaWilliams & Connolly LLPWashington, DC

Marcia A. WissHogan LovellsWashington, DC

Sheryl WoodThe Wood Law Firm PLLCWashington, DC

Lawrence E. WzorekUnion Pacific Railroad CompanyOmaha, NE

Get a Head Start!

To better serve you, all course materials will be provided to you via email prior to the program. Benefits of downloadable course materials include:

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2012 PatronsAndrews Kurth LLPArnall, Golden & Gregory LLPBaker & Hostetler LLPBaker Botts LLPBancroft PLLCCanam Steel CorporationCapstone Advisory Group, LLCCBS CorporationCGI Group Inc.Children’s National Medical CenterCovington & Burling LLPDebevoise & Plimpton LLPDelhaize GroupDickie, McCamey & Chilcote, P.C.Dickstein Shapiro LLPDLA Piper LLP (US)Fidelity InvestmentsFoley & Lardner, LLPFulbright & Jaworski L.L.PGentiva Health Services, Inc.Hogan LovellsHolland & Knight LLPHunton & Williams LLPJenner & Block, LLPKaye Scholer LLPKirkland & Ellis LLPKroll OntrackLaclede Gas CompanyMcDermott Will & Emery LLP

McKenna Long & Aldridge LLPMedStar HealthMiles & Stockbridge P.C.Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.Morgan, Lewis & Bockius LLPMorrison & Foerster LLPNovus Law, LLCPaul, Hastings, Janofsky & Walker LLPRaytheon CompanyReed SmithSiemens CorporationSkadden ArpsSutherland Asbill & Brennan LLPSysco CorporationThe Procter & Gamble CompanyThe Prudential Insurance Company of AmericaThe Saranac Group LLCTrue Value CompanyUnion Pacific Railroad CompanyVenable LLPViacom Inc.Weil, Gotshal & Manges LLPWestinghouse Electric Company LLCWiley Rein LLPWilliams & Connolly LLPWilmer Cutler Pickering Hale and Dorr LLPWinston & Strawn LLP

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Hotel Reservations A block of rooms has been held at the following hotel. These rooms will be held as a block, unless exhausted, until Monday, February 6, 2012 at which time they will be released to the general public. Please be sure to mention the following hotel code to receive the room rate below: 11340101843.

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ScholarshipsGeorgetown Law CLE makes every effort possible to provide equal educational opportunities to all. We provide a limited number of scholarships on a case-by-case basis. Apply online at www.law.georgetown.edu/cle or submit a written request no later than 5:00 pm EST on Thursday, Feburary 16, 2012 to:

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CLE Credits Accreditation has been or will be requested for this program from states with mandatory Continuing Legal Education requirements for 13.25 credits (based on a 60-minute hour), including 2.0 hours of ethics credit and 16 credits (based on a 50-minute hour), including 2.4 hours of ethics credit. Georgetown University Law Center is an accredited CLE provider in most MCLE states. Georgetown Law CLE is a State Bar of California approved MCLE provider. Some states require nominal accreditation fees, and you will be asked to submit payment at the program’s conclusion.

Program Details Registration Form

2012 Patrons

The 16th Annual Corporate Counsel Institute: Managing Risk in a Global Environment

March 8-9, 2012 Georgetown University Law Center • Washington, DC

n Receive updates on enforcement efforts to combat

corporate fraud, bribery, and corruption from officials from

the DOJ, SEC, and their United Kingdom counterparts.

n Explore the challenges and solutions in creating and

succeeding with a global corporate compliance program.

n Obtain tips on implementing new key Dodd-Frank

regulations from government representatives and

in-house counsel.

n Gain a broad understanding of the role of in-house

counsel today from one of the gurus of the corporate

counsel world – Ben Heineman.

n Review the critical business cases facing the Supreme

Court with the current and the past Solicitor General

of the United States.

Georgetown University Law CenterContinuing Legal Education600 New Jersey Avenue, NWWashington, DC 20001-2075

Attention Mail Room:If the individual whose name is on the label is no longer employed, please forward this material to the successor.

Non-ProfitU.S. Postage

PAIDWash., D.C.No. 3493

At the 16th Annual Corporate Counsel Institute, you will:

n Assess the biggest ethical challenges facing in-house

counsel as they grapple with new technology issues.

n Learn the important tips for performing

international due diligence when going global.

n Examine the common social media pitfalls

experienced by corporate law departments – and what

you can do to prevent them.

n Learn how to protect company information across

databases – and across borders.

n Analyze how you can manage legal risk and the

cost of navigating the hazards of cross-border discovery.

n Explore the future role of the general counsel with

an all-star closing panel.

For more information, please contact Sarah Jean Kelly at [email protected].

Georgetown Law CLE will be holding our third annual

Corporate Counsel Institute- Europe on May 24 - 26, 2012

in Madrid, Spain.

Save the Date!