Corporate/Transactional
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Archived Courses

Corporate/Transactional

July 1, 2009: 2009 Amendments to the Delaware General Corporation Law

A Strafford Teleconference

Panel Featured: Barry H. Genkin, Blank Rome; Michael K. Reilly, Potter Anderson & Corroon; and Jeffrey R. Wolters, Morris Nichols Arsht & Tunnell

On April 10, 2009, the state of Delaware enacted amendments to the Delaware General Corporation Law, which give shareholders increased leverage to demand access to proxy statements of Delaware corporations. The amendments were passed in response to recent Delaware case law developments. Corporate counsel expect a flood of requests from activist shareholders seeking bylaw changes when the law goes into effect on August 1, 2009. The U.S. Securities and Exchange Commission (SEC) is also expected to adopt an amendment soon that would enable shareholder access to proxy materials.

Counsel to corporations must be fully versed on the Delaware amendments to anticipate and plan for shareholder action — and should prepare for similar corporate governance changes nationwide. This authortative panel of corporate attorneys explained the new amendments and their impact on corporate governance practices and outlined best practices for corporate counsel to prepare for and respond to a more activist shareholder environment.

June 24, 2009: Alternative Billing Arrangements for Deals: Little Less Talk & A Lot More Action?

A DealLawyers.com Webinar

Featured: Wilson Chu, Partner, Haynes and Boone LLP; Scott Depta, Senior Corporate Counsel, Dell; and Lance Jones, Vice President and General Counsel, Trilogy

Alternative billing arrangements are here. The financial crisis has only accelerated a growing trend, where law firms (and other deal advisors) reach agreement with their client to bill outside of the billable hour box. In this program, you will learn concrete examples of what these types of arrangements are – and how are they negotiated.

This program covered:

• How are arrangements to do deals changing between law firms and corporate clients?
• How do negotiations differ when reaching these arrangements?
• How can these new types of arrangements benefit law firms? How can they benefit corporate clients?

June 18, 2009: The Future of Options

Featured: Suzanne Hopgood, Director, NACD Board Advisory Services; Director, Newport Harbor Corporation and Acadia Realty Trust; Deborah Lifshey, Managing Director in Pearl Meyer & Partners’ New York office; and Ed McGaughey, Managing Director in Pearl Meyer & Partners’ Houston office

Following enactment of FAS123, U.S. companies significantly curtailed their use of stock options as the primary currency for long–term executive compensation, and the recession has fueled controversy over their use. However, stock options haven't gone away – nor should they. They remain an effective and financially viable vehicle for performance–based equity, providing companies recognize and address a range of investor concerns, including the dilutive effect of options and how to deal with “underwaters” without compromising the interests of shareholders.

This program:

• Re–visited the case for options in this market and how they can support the fundamental link between shareholders and executives,
• Provided a primer for assessing whether and to what extent option exchanges can be effective in addressing deeply underwater options.

June 15, 2009: Regulatory & Transmission Issues For Renewable Energy Projects

Featured: Pamela Jacklin, Jennifer Martin, Marcus Wood & Jason Johns all of Stoel Rives

Moderator: Ed Einowski, Stoel Rives

Before ever breaking ground for an energy facility, a developer makes key choices and enters agreements related to facility power sales, transmission, and interconnection. These choices and agreements will strongly impact the economic viability of the project and will have federal and potentially state regulatory implications. Those choices and agreements also must be made taking into account recent and likely future changes in regulation and in the end penalties for non-compliance. By making the wrong decisions, developers and facility operators may find themselves removed from a vital interconnection queue position, without adequate transmission service to properly perform contract power sales agreements, unable to timely close a project sale, forced to disgorge profits, or perhaps even paying millions in civil penalties. Thus, it is greatly important for developers and utilities to understand how to operate efficiently and legally within the relevant regulatory boundaries. This session briefly addressed the requirements and applicable exemptions of the Federal Power Act and other applicable federal and state statutes and regulations related to power sales, transmission, and interconnection, as well as important differences in transmission and interconnection requirements in the different regional transmission organization areas.

Learning outcomes were to:

• Identify important boundaries between state and federal energy regulation
• Describe requirements of the Federal Power Act and analyze exemptions available to certain developers
• Discuss key technical issues related to obtaining interconnection service and transmission service
• Examine mandatory reliability standards, the benefits of implementing compliance programs, and the risks of non-compliance

June 11, 2009: D&O Duty of Oversight Amid the Economic Crisis

Featured: Lisa A. Fontenot, Gibson Dunn & Crutcher; Michael E. Foreman, Dorsey & Whitney; and Susan Webster, Cravath Swaine & Moore.

As the federal government and corporate shareholders actively seek to determine the driving force behind the economic crisis, the oversight role of corporate boards of directors is frequently called into question. A February 2009 decision of the Delaware Court of Chancery, In re Citigroup Inc. Shareholder Derivative Litigation, is an important decision on oversight liability and the doctrine of corporate waste that is expected to significantly impact derivative suits arising from the economic crisis.

In the current environment, directors and officers must evaluate and adjust their governance practices to minimize vulnerabilities and anticipate future risks. Failure to exercise adequate oversight may result in shareholder litigation, government enforcement and negative publicity.

In this session, a panel of corporate attorneys reviewed the impact of the economic crisis on board governance practices and offered strategies to avoid legal liability and survive shareholder scrutiny.

The panel reviewed these and other key questions:

• What fiduciary duties of directors and officers are most significant during the economic meltdown?
• How will the In re Citigroup Inc. Shareholder Derivative Litigation decision impact cases arising out of the economic crisis?
• What best practices should counsel recommend when advising corporate boards on minimizing risk vulnerabilities?
• What protection does the business judgment rule presumption provide to directors and officers?

June 9, 2009: Carbon Emission Credit Trading: Emerging Legal Complexities

The impact of climate change is top of mind for businesses worldwide. The U.S. has shifted from being the only industrialized country not committed to the Kyoto Protocol to emerging as a leader in the international climate effort. The U.S. is expected to participate in the next treaty negotiations.

Moreover, many state and local governments are creating their own programs to reduce greenhouse gases (GHGs).

Companies that currently pursue GHG reduction or want to participate in such programs must understand the dynamic and evolving legal environment to take full advantage of the opportunities available.

In this session, a panel of environmental law attorneys examined the legal environment surrounding GHG reduction efforts, the complexities and advantages of emissions trading, and best practices to reduce such emissions and take advantage of the available business opportunities.

June 9, 2009: What It’s Like To Be A Transactional Lawyer

Featured: Liz Dunshee, Brian McCool, and Jamie Snelson

Liz, Brian, and Jamie described their varied practices. Discussion included: how and why they chose the field of law they practice in; who are their clients; how they interact with attorneys in other transactional groups as well as the litigation group; and opportunities for young associates in their groups.

June 4, 2009: D&O and E&O Insurance Claims in the Economic Downturn

D&O and E&O insurance claims related both directly and indirectly to the economic freefall are anticipated to reach $10 billion. Shareholders and regulators aren't just seeking recovery from directors and officers, but from other executives as well. Lawsuits against companies and their executives for alleged conduct that resulted in losses will only continue. Companies and their executives must examine existing policies to determine what coverage is available - and prepare to present their case for coverage to insurers and possibly the courts.

Legal counsel to companies must understand whether current policies provide adequate coverage, what claims are being asserted, and which coverage issues are implicated. Businesses and legal advisers must prepare to negotiate coverage for the future - and consider renegotiating existing policies. Listen as anauthoritative panel of insurance attorneys examines the current trends in claims being filed, potential claims related to the financial crisis, and best practices for making the most of current insurance coverage and strategies for obtaining optimal insurance protection for the future.

The panel reviewed these and other key questions:

• What types of claims related to the financial crisis are being asserted against businesses?
• What insurance coverage issues are implicated in financial crisis-related claims — and how should counsel respond?
• What strategies can counsel employ to best analyze and address coverage issues?
• What strategies can counsel employ in negotiating or renegotiating terms of the insurance policy to optimize coverage now and for the future?

June 2, 2009: Renewable Energy Projects: Negotiating Power Purchase Agreements

Featured: Nicholas H. Politan Jr., Gibson Dunn & Crutcher; Kristen Thall Peters, Cooper White & Cooper and John T.W. Mercer, Troutman Sanders

The power purchase agreement (PPA) is a crucial and highly complex component of any renewable energy project. Given the current regulatory and legislative focus on renewable energy, thoughtful negotiation of long-term PPAs — integral to obtaining financing for projects — is a key initial step. A PPA must encompass both the current regulatory environment and also include anticipatory language to capture future regulatory regimes. It must also include provisions to lock in price and quantity and meet renewable power standards (RPS), now in effect in 28 states.

This authoritative panel of attorneys experienced in PPA negotiations examined the key terms and provisions to include, discussed variations on the PPA geared to different renewable energy sources, and offered their strategies for effectively negotiating the PPA.

May 26, 2009: Transactional Associates Roundtable Discussion: M&A Perspectives on Legal Research

Featured: Ryan Brauer, Alex Rosenstein, Rhona Shwaid, and Jamie Snelson

This was our fourth associate roundtable session. Participants discussed and shared research experiences.

May 21, 2009: Doing Deals In A Down Market

Featured: David Carey, Senior Writer, The Deal LLC, and additional panelists to be announced

As the credit crunch continues and the markets near the bottom, well-positioned strategic and financial dealmakers are seeing acquisition opportunities. To get deals done, buyers and sellers are adapting their deal strategies midst the turbulence as all parties look for protection against uncertain times. In the absence of abundant deal flow and highly-leveraged transactions, some buyers are turning to distressed asset sales. Navigating the credit markets has never been more challenging, but with investment-grade bond offerings on the rise, the lending market is beginning to reawaken.

May 19, 2009: Negotiating M&A Solvency Provisions: State of the Art in a State of Uncertainty

AN ABA TELECONFERENCE

Featured: Wilson Chu, Haynes and Boone LLP, & Hendrik F. Jordaan, Holme Roberts & Owen LLP.

Faculty: Frederick H. Alexander, Morris, Nichols,Arsht & Tunnell LLP; William Epstein, American Appraisal Associates, Inc.: Craig A. Menden, Sonnenschein Nath & Rosenthal LLP; & Lorna J. Telfer, McCarthy Tetrault LLP

Understanding the use of solvency conditions and opinions in M&A transactions is increasingly important in these turbulent economic times.

All M&A professionals benefitted from advice on issues such as (i) how to negotiate and navigate issues relating to solvency in acquisition agreements, (ii) best practices for protecting companies and boards of directors when solvency is an issue and (iii) what an opinion with respect to solvency should cover.

Topics included:

• What are solvency tests and which ones matter in today’s markets?
• When should you require a solvency opinion? Who should give it? What should it say? How should the requirement for an opinion be dealt with in the deal documents?
• How did an insolvency condition end the BCE deal - which would have been one of private equity’s largest transactions in history?
• Creative solutions to transactions with insolvency issues

The panel discussed these timely issues and much more.

May 18, 2009: PPA’s for Renewable Energy Projects

Featured: Ed Einowski, Partner, Stoel Rives LLP; William H. Holmes, Member and Chair, Stoel Rives LLP; Stephen Hall, Member and Chair, Stoel Rives LLP; Jennifer H. Martin, Member, Stoel Rives LLP and Teresa Hill, Member, Stoel Rives LLP

The most critical, and often most complicated component of a renewable energy project is the negotiation and execution of a long term contract for the sale of the electricity generated by the project - called a power purchase agreement or PPA. For the seller, who is generally the owner or developer of the renewable project, a PPA is a necessary part of securing equity and debt financing because it demonstrates a long-term revenue stream for the project. The buyer, often a utility, may be motivated to secure a long-term agreement for renewable energy to meet a state Renewable Portfolio Standard (RPS), now in effect in twenty-eight states, or by the potential of a national RPS, which has been identified as a key policy proposal of the Obama administration. The PPA sets forth the complex, long-term relationship between the parties and includes key provisions regarding price, transfer of environmental attributes, project construction and timing, credit support, defaults, and damages. The most heavily negotiated of these PPA provisions address the tension between buyer and seller resulting from the need to equitably allocate uncertainties that are inherent in renewable energy projects - i.e., capacity factor in wind and solar projects, future regulatory requirements, transmission curtailments, and system upgrade costs.

Learning outcomes were to:

• Identify key terms and provisions of a PPA and identify key differences between wind, solar, geothermal and biomass PPAs
• Analyze and identify critical power purchase agreement issues in responding to requests for proposals
• Identify uncertainties and trouble-shoot “things that may go wrong post-signing”
• Recognize risks and goals for both buyer and seller and identify PPA provisions where such issues should be addressed

May 12, 2009: Deal Protection: The Latest Developments in an Economic Tsunami

Featured: Clifford Neimeth, Partner, Greenberg Traurig LLP; William Haubert, Director, Richards, Layton & Finger P.A.; and Ray DiCamillo, Director, Richards, Layton & Finger P.A.

In the wake of an economic tsunami, interest in “deal protections” has gained newfound traction. Over the past few years, deal protection techniques have evolved due to Delaware court decisions as well as the creation of new and innovative structures. The panel discussed this and the following topics:

• What are the latest deal protection techniques?
• Which of these techniques might be challenged in court? Which ones have already?
• What are common misconceptions about deal protection techniques?

May 11, 2009: Real Estate & Site Rights for Renewable Energy Projects

Featured: Ed Einowski, Partner, Stoel Rives LLP, Moderator; Howard Susman, Member, Stoel Rives LLP;
Kathleen Doll, Associate, Stoel Rives LLP & Christopher Heaps, Associate, Stoel Rives LLP

Successful wind, solar, geothermal, and biomass energy generation projects begin with securing real property rights, typically through leases and easements that ensure undisturbed long-term site access for the developer and reliable income to the landowner while offering both parties the flexibility necessary to transfer all or portions of the project. To avoid significant costs associated with land title problems, developers must first examine the title to the lands on which the project will be sited and must cure any title issues that may impair the vitality of the project. Site access agreements must carefully address the inherent tension between the landowner’s preexisting and ongoing use of the site and the developer’s need to have the rights necessary for successful project development, provide for payments to the landowner commensurate with the project’s output and disruption of the landowner’s pre-existing use, and ensure that the developer retains unrestricted access to resources. The panel discussed:

• Distinguishing site leasing issues unique to wind, solar, geothermal, and biomass projects
• Recognizing rights needed by developers for successful project development
• Analyzing the type of site access rights best suited to the project and other existing or likely site uses, if any
• Assessing appropriate payments to landowners based on project output, disruption to existing land uses, and other factors
• Recognizing distinctive leasing or licensing schemes and associated requirements for projects on state, federal, and tribal lands

May 8, 2009: Basics of Earnouts in Acquisition Agreements

Featured: Jamie Snelson, Simon Root, and Todd Wind

Jamie, Simon, and Todd discussed the use of earnout provisions in M&A transactions. Earnout mechanics, accounting methods, and common negotiating and compliance issues were among the topics addressed.

May 7, 2009: 2009 Marketplace - The Deal Webcast

Featured: The Deal/KPMG

KPMG and The Deal provided analysis and results from the annual 2009 M&A Marketplace Survey. Participants discovered how the marketplace views the current landscape for deal making and what it expects in the coming months. Despite the tepid environment, a significant percentage of respondents expect to be active deal makers in 2009, albeit pursuing different types of deals. They discussed where they anticipate the opportunities to be, which industries will see the most activity, how deal terms may change, and, once the credit markets have thawed, what we can expect to see from both Strategic and Private Equity investors.

May 7, 2009: Energy Financing Opportunities in the Stimulus and Bailout Acts

Featured: Troutman T. W. Sanders

The American Recovery and Reinvestment Act of 2009 (ARRA) and the Energy Improvement and Extension Act of 2008 contain funding provisions and tax incentives to improve energy infrastructure that can provide significant benefits to energy companies. These economic stimulus programs provide for about $63 billion in spending and tax provisions relating to renewable energy and energy efficiency. The funds appropriated are generally available until September 30, 2010.

Energy companies and their counsel must understand the significant appropriations, tax incentives and relevant deadlines to benefit from the stimulus programs.

This authoritative panel of attorneys examined the energy provisions of the recent economic stimulus laws. The panel outlined what companies and counsel can do to take advantage of the funding and tax incentive opportunities now available. The panel reviewed these and other key questions:

• What are the provisions of the ARRA that promote renewable energy, energy efficiency and smart grid?
• What incentives are available for the energy industry under the Energy Improvement Act?
• What are the key processes that companies and counsel should develop now to benefit most from the ARRA and the Energy Improvement Act?

May 6, 2009: Buying & Selling “Legacy” Assets: Navigating the Public-Private Investment Program

Speaker: Anna T. Pinedo, partner at Morrison Foerster LLP, concentrates her practice on securities and derivatives. She represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other structured products. Ms. Pinedo has particular financing expertise in working with companies in the areas of technology, telecommunications, life sciences and healthcare, REITs and consumer finance. She also has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. In the derivatives area, Ms. Pinedo counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues, as well as on regulatory issues and monetization and hedging techniques. Her work focuses on foreign exchanges, equity and credit derivatives products and structured derivatives transactions.

Amy Moorhus Baumgardner, of counsel at Morrison Foerster LLP, has diverse experience in securities and corporate transactions, securities compliance matters and corporate governance. She has represented various financial institutions, including issuers and underwriters, in public offerings and private placements of equity, debt structured and asset-backed securities, and in structuring financing arrangements.

This teleconference covered: Events leading up to the development of the Public-Private Investment Program (PPIP) including an overview of PPIP’s Legacy Loans Program and Legacy Securities Program plus:

• Program terms and current status of program development by the government
• Eligibility for participation
• Considerations for potential participants and the market
• Considerations for investors
• Considerations for selling institutions
• Considerations for asset managers and servicers
• Potential exit strategies for the government and private parties
• Will recent FAS 157 releases render the PPIP and TALF less significant?
• Will TALF and PPIP facilitate a resurgence of the securitization market?

April 30, 2009: Material Adverse Change Clauses in M&A Deals: Current Enforcement Trends

Featured: Clifford E. Neimeth, Shareholder, Greenberg Traurig, and G. Thomas Stromberg, Partner, Kaye Scholer

The economic crisis has pushed buyers and lenders in many purchase and merger agreements to seek ways to escape deals without penalty. Material adverse change (MAC) clauses, which permit the cancellation of a deal under certain circumstances, have become a common, though contentious, exit strategy. Questions about what constitutes a material adverse change have been at the center of several disputed deals, triggering a number of lawsuits. A September 2008 Delaware Chancery Court ruling provides meaningful guidance on the interpretation of MAC clauses in merger agreements.

The Delaware decision, Hexion Specialty Chemicals v. Huntsman Corp., provides significant direction to merger and acquisition (M&A) counsel on how courts will interpret MAC clauses in merger agreements.

In this session, a panel of experienced M&A attorneys and a litigator discussed current trends surrounding the use and interpretation of MAC clauses and strategies for negotiating and litigating MAC clauses in merger agreements.

The panel reviewed these and other key questions:

• How has the recent trend of lawsuits impacted the negotiation of MAC clauses?
• What is the current state of the law regarding MAC clauses?
• What insights and guidance does Hexion offer on MAC clauses in merger agreements?
• How can counsel for buyers and sellers best mitigate risk when drafting and negotiating MAC clauses?

April 28, 2009: D&O Fiduciary Duties When A Company Faces Insolvency (Strafford)

Featured: Gardner F. Davis, Partner, Foley & Lardner; Michael E. Foreman, Partner, Dorsey & Whitney; and Michael A. Rosenthal, Partner, Gibson, Dunn & Crutcher

In May 2008, the U.S. Bankruptcy Court for the District of Delaware declined to dismiss a complaint against corporate officers and directors alleging they breached their fiduciary duties by approving the sale of their company’s assets immediately before filing for chapter 11 bankruptcy protection. The Delaware opinion provides extensive guidance on the fiduciary duties of directors and officers of companies facing bankruptcy – which are complicated by the competing interests of shareholders and creditors – and steps directors and officers can take to shield themselves from liability.

Plaintiffs will likely use the Delaware opinion to support their claims against directors and officers of distressed companies. It is critical that directors and officers head off such claims, as a breach of duty by directors and officers could lead to derivative suits against the corporation. A panel of restructuring attorneys reviewed the Delaware opinion and its implications, and explained the fiduciary duties of directors and officers when a company is facing insolvency. The panel offered their perspectives on best practices to avoid and defend against breach of fiduciary duty lawsuits.

The panel reviewed these and other key questions:

• What guidance does the Delaware Bankruptcy Court in Bridgeport Holdings Inc. Liquidating Trust v. Boyer offer regarding the duties to shareholders and creditors by directors and officers when a company is on the brink of bankruptcy?
• What is the significance of a corporation’s insolvency status in determining the duties directors and officers owe creditors?
• What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
• How can corporations avoid and defend derivative lawsuits arising from D&O actions?

April 27, 2009: Tax Project Finance Structuring Issues for Renewable Energy Projects (EUCI)

Featured: Gary Barnum, Partner, Stoel Rives; Greg Jenner, Tax Partner, Stoel Rives; Kevin Pearson, Partner, Stoel Rives; David Quimby, Member, Stoel Rives;and moderator: Ed Einowski, Partner, Stoel Rives

The key ingredient to any successful renewable energy project is financing. A central element related to finance is the maximum use of tax benefits. this presentation explored a range of issues that can impact the viability of a project’s financing, including:

• Alternative legal structures
• General Costs and economics
• Debt vs. equity financing
• Efficient use and monetization of tax and other governmental incentives

Panelists addressed the impact of the current economy on these matters, including issues relating to availability, pricing and structure. They also addressed the impact on these matters arising from recent changes in tax incentives enacted by Congress in the stimulus legislation.

April 15, 2009: Renewables in the Transition to the Modern Energy Economy: How it Will Affect Today’s Legislative Issues

ACORE Teleconference

In the energy economy as it has existed for the past decade, renewables relied on direct incentives and favorable rates to incentivize their development. Renewables are expected to enjoy a host of supports aimed at shifting the energy playing field in favor of many of their characteristics. But how will the emerging core trends leading our nation into the modern energy economy affect renewable power generation?

This April teleconference explored how the Modern Energy Economy will be shaped by these core/mega trends:

• Incorporation of Social Costs into Energy Economics (i.e. environmentalmarkets);
• Regionalism, Federalism, and Energy Independence;
• Globalization, both waxing and waning; and
• Capital Markets Restructuring and what the implications are forrenewables’ development.

The distinguished panel first set the stage by reviewing what those currents are, and then specifically considered their impacts on near term public policy formulation (RPS, ENERGY, CLIMATE, FINANCE) and how the future of these policies may assume different shapes as the Modern Energy Economy comes into clearer focus.

April 8, 2009: Federal Pre-Emption After Wyeth v. Levine

Featured: Scott H. Angstreich, Partner, Kellogg Huber Hansen Todd Evans & Figel.

On March 4, 2009, the Supreme Court ruled against Wyeth in a landmark product liability case that will impact all federally regulated industries. Wyeth v. Levine represents a sea change in using the federal pre-emption doctrine as a defense against state tort suits.

The Wyeth decision holds that the FDA’s approval of drugs and their warning labels does not pre-empt stricter state tort laws that allow plaintiffs to sue for injuries sustained while using the drug. It is the third pre-emption opinion issued by the Supreme Court in recent years.

What is the future of the federal pre-emption defense after Wyeth? What issues does the ruling leave open? In this session, a panel of attorneys analyzed the Wyeth v. Levine ruling and its implications for the future use of the pre-emption defense. The panel discussed claims that can survive a pre-emption defense and strategies for litigation of cases in which pre-emption may be at issue.

The panel reviewed these and other key questions:

• Where does Wyeth v. Levine leave the federal pre-emption defense in product liability suits?
• How will Wyeth impact express and implied pre-emption cases in the future?
• What strategies are available to litigation counsel when arguing for pre-emption in future product liability cases?

April 7, 2009:  Key Developments & Practices Shaping Audit Committee Oversight - NACD Teleconference

Panel Featured: Ira M. Millstein, Senior Partner, Weil Gotshal & Manges; William E. McCracken, Chairman of the Board, Computer Associates; Kenneth Daly, President & CEO, National Association of Corporate Directors; and Mary Pat McCarthy, Executive Director, KPMG’s Audit Committee Institute

What are the keys to enhancing the role and effectiveness of the chief risk officer? How is audit committee oversight changing as a result of the financial crisis and the formidable challenges ahead? During this teleconference, top directors and leaders in corporate governance offered insights into key developments driving audit committee oversight and shaping the governance environment.

April 2, 2009: Redefining Investment Risk & Return

Featured: Phil Dow, RBC Wealth Management. Phil is the managing director and director of equity strategy for RBC Wealth Management and the author of The Citizen Investor. The ideas for the book were developed over the more than 30 years he has spent in the securities business. In his job with RBC, Dow travels the country meeting and and advising the firm's 1650 financial consultants and their clients on how best to manage their financial assets. As the firm’s Chief Markets spokesman, Dow frequently serves as a commentator on CNBC-TV, Fox News, and Bloomberg TV, and is often quoted in publications including The New York Times and The Wall Street Journal.

Dow was previously director of retail equity marketing for U.S. Bancorp Piper Jaffray in Minneapolis for 11 years. He has also served as a branch manager while at that firm. Earlier in his career, he held positions as a regional sales officer at Kidder Peabody and syndicate manager at H.O. Peet & Co. He has a bachelors degree in business administration from Baker University in Baldwin City, Kansas.

Phil discussed the following:

• Is this going to be a recession or a depression?
• Stock market comment
• Bond market comment
• There are global opportunities
• Specific strategies

March 24, 2009: CFIUS Regulations for Foreign Investment in the U.S-Strafford Teleconference

The Committee on Foreign Investment in the U.S. (CFIUS) issued its final regulations to implement the Foreign Investment and National Security Act (FINSA), which updated 1991 regulations. The rules are effective as of December 22, 2008. Understanding the scope of CFIUS’ national security review under the new law and the parameters placed on such review for foreign investment in U.S. companies is now at a premium due to our struggling economy.

Counsel, companies and investors must fully understand the regulatory changes and their impact for company financial planning and to ensure compliance with the new rules and guidance.

In this session, an authoritative panel of attorneys examined the new regulations and the scope of CFIUS review, newly issued Treasury Department guidance, and offered best practices for complying with the new regulations.

The panel reviewed these and other key questions:

• What is the scope of a CFIUS national security review of proposed acquisitions of U.S. companies by foreign investors?
• What are the key provisions of FINSA’s new regulations, and what impact will they have on transactions presenting national security concerns?
• What steps should counsel and companies take now to comply with the new regulations when considering foreign investment opportunities or working with foreign investors?

March 19, 2009: The SEC Staff on M&A

Featired: Michele Anderson, Chief, SEC’s Office of Mergers & Acquisitions; Dennis Garris, Partner, Alston & Bird LLP and former Chief, SEC's Office of Mergers & Acquisitions; & Jim Moloney, Partner, Gibson Dunn & Crutcher LLP and former Special Counsel, SEC’s Office of Mergers & Acquisitions

In this webcast, the Chief of the SEC’s Office of Mergers & Acquisitions - as well as former Senior Staffers - discussed the latest rulemakings and interpretations from the SEC. The webcast also provided a complete “bring-down” of what’s happening at the SEC - and provided practical guidance about what you should be doing as a result.

Among the topics of this program were:

• What will be the hot SEC-related topics for deal lawyers in 2009?
• What changes in rules has the SEC made recently? What can we expect going forward?
• What new positions have been taken by the SEC Staff lately on existing rules?
• What are common misconceptions about SEC Staff positions?

March 19, 2009: Transactional Associates Roundtable Discussion: Legal Opinions

Featured: Dave Grorud and Alex Rosenstein

This was the second of our associate roundtable sessions. Participants shared experiences with the roundtable facilitators.

March 18, 2009: What the Stimulus Means for Renewables: Viewpoints of Key Players (ACORE Webinar)

This ACORE webinar addressed what the Stimulus Act means for renewables.

March 3, 2009: M&A Negotiation Trends Involving Public Targets: Insights from the ’08 Strategic Buyer/Public Company Target Deal Points Study - An ABA Teleconference

Panel Featured: Keith A. Flaum, Partner, Cooley Godward Kronish LLP; James R. Griffin, Partner, Fulbright & Jaworski LLP; Luke J. Bergstrom, Partner, Latham & Watkins LLP; Jay E. Bothwick, Partner, WilmerHale; Diane Holt Frankle, Partner, DLE Piper LLP; and Hal J. Leibowitz, Partner, WilmerHale

Since their inaugural 2006 release by the Committee on Mergers & Acquisitions, the Deal Points Studies have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. The Studies have also gained popularity among investment bankers, private equity investors, CFOs and other non-lawyer deal professionals. Featuring insights from the recently released 2008 version of the Strategic Buyer/Public Company Target Deal Point Study, this program was a must-attend for all deal lawyers interested in market trends and developments in negotiating definitive acquisition agreements involving publicly traded target companies.

Issues that were discussed:

• Closing conditions, including the “MAC out”
• Deal protections, including no-shops
• Fiduciary outs, break-up fee triggers, and related provisions
• Non-reliance and specific performance provisions

February 25, 2009: Loan Restructuring: Let’s Make A (New) Deal

In this highly volatile marketplace, financial restructuring and other interested professionals face a daunting environment in restructuring the layers of financing that many distressed companies accumulated during headier days. The multi-disciplinary panel discussed:

• Pre-bankruptcy and workout due diligence and other issues that often get overlooked but are crucial to overall success
• The issues surrounding the explosion of second lien financings and inter-creditor agreements
• A primer on financial contracts (swaps/repos) and the bankruptcy code’s safe harbor provisions
• Current issues in securing cash collateral and/or DIP financing
  

February 20, 2009: Transactional Associates Roundtable Discussion: Due Diligence Practices

This was the first of our associate roundtable sessions. Associates shared experiences and asked questions of the roundtable facilitators.

February 10, 2009: How Much Transmission Will Be Required to Meet State Renewable Portfolio Standards?

Panel Featured: Stephen G. Kozey, Vice President & General Counsel, Midwest Independent Transmission System Operator, Inc. and Staff Representatives of Midwest Independent Independent Transmission System Operator, Inc

Moderated by: Robert W. Gee, Chairman, EBA State Commission Practice & Regulation Committee & president, Gee Strategies Group LLC

The Joint Coordinated System Planning (JCSP08) study began in late 2007 as a collaboration between the Midwest ISO, PJM Interconnection, Southwest Power Pool and the Tennessee Valley Authority to meet their joint planning requirements. Subsequently the ISO New England, New York ISO and the MAPP joined the study as formal participants. On an informal basis, the Southeast Inter Regional group has also participated.

The study includes a reliability assessment focused on 2018 and a separate economic assessment with a 2024 focus. The result is an extensive policy level study, coordinated with the Department of Energy Eastern Wind Integration Transmission Study, investigating the transmission required to support wind energy penetration scenarios of 20% and 30%. It also studies a Reference Future that meets existing state mandates for renewable portfolio standards as of January 1, 2008

The JCSP provides a powerful tool to assess the implications of state renewable portfolio requirements and to predict the level of siting activity that may be required in affected states the coming years. Among the legal questions that may arise is the assessment of regional benefits and coordination of procedures in areas that may fall within National Interest Electric Transmission Corridors.

In this program, panelists discussed the tentative findings of the upcoming JCSP08 study.

February 10, 2009: Pre-Bankruptcy Planning Strategies in Commercial Lending

Panel Featuring: Douglas J. Lipke, Partner, Vedder Price; Matthew T. Gensburg, Partner, Greenberg Traurig; and Mark D. Berman, Partner, Nixon Peabody

The credit market crisis is pushing businesses into distress and prompting record numbers of loan defaults. To maximize recovery of distressed loans, lenders must evaluate loans at the first sign of trouble and develop pre-bankruptcy proceeding strategies to protect their rights and interests.

Because each borrower’s circumstances are unique, lenders can’t formulate a uniform recovery strategy with all borrowers. There are general best practices, however, that should be considered in any loan workout. A panel of finance attorneys explained steps commercial lenders should take when confronting a troubled loan and effective pre-bankruptcy planning strategies. The panel reviewed these and other key questions:

• What are a lender’s options when dealing with a commercial borrower on the verge of default?
• What are some strategies and tactics lenders may employ to maximize recovery of the loan principal pre-bankruptcy?
• How can lenders minimize liability concerns stemming from “course of dealing” issues?

February 6, 2009: Proxy Statements: The Basics

Featured: Liz Dunshee, Kristi Nickles, and Melodie Rose

Liz, Kristi, and Melodie presented an overview of proxy statements including:

• A summary of why they are required
• Time frames and responsibilities during proxy season
• Things to watch for when preparing the proxy statement
• Attendance at the annual meeting

January 30, 2009: Tax & Audit Implications in M&A Due Diligence

Featured: Mark Gibbs, CPA, & Jim Redpath, CPA, HLB Tautges Redpath, Ltd.

Mark & Jim discussed their strategies to evaluate financial compliance and audit and tax implications while investigating opportunities for a buyer or seller. They shared their approach to the due diligence process, how they work with attorneys to complement their services, and how they help buyers and sellers understand accounting and tax considerations.

January 20, 2009: Renewable Energy Project Tax Planning

Featured: Roger D. Aksamit, Partner, Thompson & Knight and Nicholas Polian, Partner, Gibson, Dunn & Crutcher

Renewable energy development projects are increasingly attractive because demand has made it the fastest growing energy sector. Effective tax planning is a key factor in successfully structuring and obtaining federal and state benefits that support such project development. As the sector continues its dramatic growth, new products are emerging and existing products are evolving to meet the demand. Companies and their legal counsel must understand complex tax laws in order to take advantage of tax credits and incentives available for renewable energy projects.

In this teleconference, our authoritative panel of energy and tax attorneys examined federal and state tax considerations, including the impact of the Emergency Economic Stabilization Act of 2008, and best practices for strategic tax planning for renewable energy projects.

January 15, 2009: Hot Issues for the 2009 Proxy Season-An ABA Teleconference

Panel Featured: Gene Capello, Assistant General Counsel, Phizer Inc.; Martin Dunn, Partner, O’Melveny & Myers LLP; Peggy Foran, Executive Vice President, General Counsel and Corporate Secretary, Sara Lee Corporation; Holly Gregory, Partner, Weil, Gotshal & Manges LLP; Patrick McGurn, RiskMetrics Group; and Moderated by Carol Hansell, Davies, Ward, Phillips & Vineberg LLP

The panelists discussed critical issues for the 2009 Proxy Season, including:

• Executive compensation practices that could result in withhold votes from compensation committee members including: change-in-control arrangements, tax gross ups on executive benefits, option re-pricing, and resetting the bar on incentive plans.
• Another wave of “Say on Pay” shareholder proposal calling for non-binding shareholder referenda on executive pay.
• Independent chairpersons for boards of directors.
• Potential compensation and governance-related legislation and regulations from the Obama Administration and the newly reconfigured SEC.
• Proxy access - where will the new SEC administration take us?

January 6, 2009: MediRegs Training for Health Attorneys

Featured: Wendy Tyra, Director of Client Services, MediRegs, WK L&B

Wendy provided a remote overview and training session for all Health attorneys.

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Litigation

June 25, 2009: Effective Witness Preparation: Form Versus Substance

Featured: John D. Gilleland, Ph.D., Senior Trial Consultant, Trial Graphix/Kroll Ontrack

How does the traditional attorney witness preparation differ from that provided by a jury consultant? How do jurors perceive witnesses, and why does it matter to the witnesses comfort level and ultimate performance? What are the potential risks associated when working with a witness preparation expert? Can witnesses ever learn to control the flow of their own testimony, and take charge of the interaction with opposing counsel?

In this session, participants learned the latest strategies regarding witness preparation gleaned from years of feedback from both mock and real jurors, and how to use it to evaluate how jurors might be viewing witnesses. John discussed practical techniques to ensure effective and credible communication including, what to consider when preparing witnesses for the stand and methods for improving their comfort level at deposition and at trial.

June 18, 2009: Direct and Cross Exercise for 4th-7th Year Associates

Location: Hennepin County Government Center, Court Room 1655

This exercise was a chance to stretch your examination muscles. Each participant had the chance to perform a direct and cross-examination in federal court. We used a NITA case file: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex's video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games.

May 22, 2009: Direct and Cross Exercise for 4th-7th Year Associates

Location: Hennepin County Government Center, Court Room 1655

This exercise was a chance for participants to stretch their examination muscles. Each participant had the chance to perform a direct and cross-examination in federal court. A NITA case file was used: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex’s video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games. The examination took place in front of a mock jury.

March 13, 2009: Voir Dire & Jury Selection Workshop

Featured: Marygrace Schaeffer, Director, DecisionQuest. DecisionQuest is the most experienced trial-consulting firm in the country having consulted on thousands of cases all over the United States. They are experts in jury research, strategy and theme development, witness evaluation and preparation, demonstrative exhibits, jury profiling and selection, and courtroom technology.

Jurors enter the courtroom with a variety of pre-existing attitudes and life experiences from which they will judge your case. Understanding these predispositions, how jurors process information, and how group dynamics impact jury decision making, are key to reaching a jury verdict in your favor.

In this interactive CLE presentation, we explored effective voir dire techniques for maximizing information collection about prospective jurors. We also looked at current juror trends and attitudes about issues germane to your case, examined how juror age, race, gender and venue affects the jury selection process, as well as looked at how the current economic situation impacts juror attitudes.

Participants were encouraged to share favorite voir dire questioning and strategies for group discussion and also to submit specific questions about the voir dire and jury selection process ahead of time.

March 5, 2009: Direct and Cross Exercise for 4th-7th Year Associates  

This exercise was a chance to stretch examination muscles. Each participant performed a direct and cross-examination in federal court using a NITA case file: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex’s video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games.

February 25, 2009: Effective Legal Writing As Seen From The Other Side of The Bench

Featured: Minnesota Court of Appeals Judge Matthew E. Johnson; Minnesota Court of Appeals Judge Kevin Ross; Peggy Kline Kirkpatirick, Law Cerk

Moderated By: Jeffrey Post, Shareholder, Fredrikson & Byron

How do you make the transition from being a good writer to being an effective brief writer? What is the difference between a great and a good brief? In this panel discussion, two judges from the Minnesota Court of Appeals and two of their clerks shared candid thoughts on what you need to know about effective legal writing.

January 27, 2009: Handling Discovery-Part II

Featured: Crystal Patterson and Jamal Faleel

The third session in Fredrikson & Byron’s basic skills training for newer litigation associates is Part II of Handling Discovery. In this program, Crystal and Jamal covered: preparing & responding to interrogatories, document requests and requests for admission.

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Business Development

February 17, 2009: “Do-It-Yourself” Client Feedback

Featured: Clare Scott, Director of Marketing and Client Services

You’ve heard that firm management conducts interviews with key clients, but your top client is on the smaller side. In this session, participants learned techniques to gain valuable feedback from clients regarding how you and other team members are doing and what business needs the client might have in coming months and years. The skills obtained will help with client loyalty and retention, and could even lead to expanded service offerings and increased fees.

February 11, 2009: Client Experience Orientation - Make-up Session

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

• How well you understand what clients want from their law firm
• The keys to client loyalty
• The firm’s client service standards
• How to manage your clients’ expectations (whether your clients are internal or external)

February 3, 2009: Client Experience Orientation - Attorneys/Paralegals

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

• How well you understand what clients want from their law firm
• The keys to client loyalty
• The firm’s client service standards
• How to manage your clients’ expectations (whether your clients are internal or external)

February 3, 2009: Client Experience Orientation - Support Staff

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

• How well you understand what clients want from their law firm
• The keys to client loyalty
• The firm’s client service standards
• How to manage your clients’ expectations (whether your clients are internal or external)

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General Firm

June 30, 2009: Summer School: Writing Workshop Series: Editing & Proofreading

Featured: Steve Marchese, Esq., Authentic Strategies LLC. Steve is a 1993 graduate of New York University School of Law. He draws on a broad base of experiences, including: Director of the Career and Professional Development Center at the University of Minnesota Law School. Previous to that, Steve practiced law at Dykema Gossett (Michigan), Harter, Secrest and Emery (New York) and Larson King (Minnesota). He was a law clerk to Justice Charles Levin of the Michigan Supreme Court and Judge Wayne Alley of the federal district court in Oklahoma and also served full-time on the legal writing faculty at Syracuse University College of Law. Steve has been an active leader in local and national career development organizations, including service as chair of the Recruitment Practices Advisory Group for NALP (the Association for Legal Career Professionals) and vice-president of the Minnesota Legal Career Professionals. He is a member of the Hennepin County and Minnesota State Bar Associations (MSBA) and currently serves as a member of the MSBA's Legal Assistance to the Disadvantaged Committee. He is a former commissioner of the Minneapolis Civil Rights Commission and currently serves on the board of directors of Community Shares Minnesota. He received his BA from Yale University in 1988.

Steve provided a review of best practices as well as tips for improving you skill set and efficiency.

June 30, 2009: CCH Overview of New Platform for Key Users

Featured: Nancy Warren

Nancy and other key users gave an early-bird overview of proposed changes to the CCH platform. Participants gave feedback in anticipation of a Fall 2009 rollout of enhancements and new features.

June 25, 2009: The Fredrikson & Byron and Medtronic Relationship: A Top Client Overview

Featured: Members of Fredrikson & Byron’s Medtronic Client Team

What do you really know about Medtronic, the firm’s top client? What legal challenges does Medtronic face, and what services have we provided to assist them in their growth to become the global leader in medical technology? At this session, members of the client team provided a business overview of Medtronic. Participants learned how the company is organized, its key business units and strategies, how its law department relates to its business, as well as the work Fredrikson & Byron provides to Medtronic. They previewed web-based resources available to learn more about the company and the firm’s relationship with Medtronic.

June 11, 2009: New Conversations About Race & Racism

Featured: Rowzat Shipchandler, Manager, Facing Race Initiative, Minnesota Community Foundation and The St. Paul Foundation

Racism is not a thing of the past. Discrimination is still a fact of life for many people of color and immigrants, especially in employment, education, and housing circumstances. Disparities in education, achievement, income, and representation in the criminal justice system have been created and are maintained by the complex set of conditions and relationships that result in institutional racism.

Being able to talk about race and racism openly is a first step in being able to address it during the practice of law and the administration of justice.

Using the New Conversations About Race and Racism discussion tool, developed by The Saint Paul Foundation, helped to begin the discussion. This tool illustrated behaviors and assumptions about race and racism and gave participants opportunities to explore the topic in a non-threatening environment. Participants learned skills to share personal histories, assume good intent in uncomfortable interactions and address real-life situations. This was not the same old diversity training you might have participated in years back; this program was a great generator of conversation and helped participants think about their personal history in a different way.

May 15, 2009: Establishing & Maintaining Client Relationships: The Female Perspective

Featured: Melodie Rose, Karen Schanfield, Jessica Sherman, and Lindsay Zamzow

Moderated by: Stacy Rowe

The elements of building a successful practice and successful client relationships are different across practices, and are often influenced by the individual attorney’s gender, style, type of practice, and ideal client base. This panel discussion, sponsored by our Counsel for Women Group, had four Fredrikson & Byron women shareholders who shared their experiences and tips for building successful practices and relationships. Attendees also shared their tips for the benefit of the group.

May 14, 2009: Law & Literature: Elimination of Bias

Featured: Judge Tim Baland

Judge Baland presented a two-hour class that involved literature-based discussions. Attendees read stories in advance of the presentation. The discussion during the program provided participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to racial fairness, deciding responsibilities, etc. In addition, the program involved a facilitated discussion and thoughtful exploration by participants on a number of topics, including the racial sensitivity of attorney speech, advice and behavior.

May 14, 2009: What You Can Learn From Judge Baland’s Experience in Kosovo (Without Having To Go There Yourself)

Featured: Judge Tim Baland. Judge Baland retired after twenty-two years of service as a District Court Judge in Minnesota and is currently serving as an International Judge for the United Nations Mission in Kosovo. In addition to his duties in Kosovo, Judge Baland has facilitated dozens of Literature for Lifelong Learning programs. He has done programs for judges in 3 states as well as programs for lawyers, doctors, architects, corrections personnel, court administrators and other groups.

In this slide show presentation, Judge Baland shared insights and perspective based on his experience serving as an International Judge for the United Nations Mission in Kosovo. His talk included remarks about his new assignment, serving as President of the Independent Judicial and Prosecutorial Commission. The Commission’s task is to conduct a one-time, comprehensive vetting process which will result in the nomination of individuals to fill all judicial and prosecutorial positions in Kosovo.

May 14, 2009: Law & Literature: Ethics

Featured: Judge Tim Baland

Judge Baland presented a half-day class that involved literature-based discussions. Attendees read stories in advance of the presentation. The discussion during the program endeavored to provide participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to racial fairness, deciding responsibilities, etc. In addition, the program involved a facilitated discussion and thoughtful exploration by participants on a number of topics, including the racial sensitivity of attorney speech, advice and behavior.

May 7, 2009: New Conversations About Race & Racism

Featured: Rowzat Shipchandler, Manager, Facing Race Initiative, Minnesota Community Foundation and The St. Paul Foundation

Racism is not a thing of the past. Discrimination is still a fact of life for many people of color and immigrants, especially in employment, education, and housing circumstances. Disparities in education, achievement, income, and representation in the criminal justice system have been created and are maintained by the complex set of conditions and relationships that result in institutional racism.

Being able to talk about race and racism openly is a first step in being able to address it during the practice of law and the administration of justice.

Using the New Conversations About Race and Racism discussion tool, developed by The Saint Paul Foundation, helped begin the discussion. It illustrated behaviors and assumptions about race and racism and gives participants opportunities to explore the topic in a non-threatening environment. Participants learned skills to share personal histories, assumed good intent in uncomfortable interactions and addressed real-life situations. This program was a great generator of conversation and helped participants think about their personal history in a different way.

April 23, 2009: Aim To Sustain: Improving Your Carbon Diet: Tips For Success

Featured: Diana S. McKeown, Program Coordinator, Metro Clean Energy Resources Team, The Green Institute

Aim to Sustain and Fred U celebrated Earth Week 2009 with this very special program. Diana, a certified home energy auditor, helped us to become better caretakers of our planet by presenting tips to green and improve home energy use, personal diet, and transportation methods.

April 7, 2009: Talkin’ About Your Generation: Understanding Generational Differences in the Workplace

Featured: Karl Mulle, M. Div., MACP, Consultant. Karl Mulle graduated from Cornell University with a Bachelor’s degree in Economics and holds professional degrees in Divinity and Counseling Psychology from Trinity International University in Chicago. Karl has over 17 years of experience as an adult educator and is a popular speaker nationally, as well as a psychotherapist in private practice. He has developed and presented training programs and motivational keynote presentations in the areas of developing leaders, building healthy relationships, increasing emotional intelligence, managing stress, developing conflict negotiation skills, understanding gender differences, developing interpersonal and cross-cultural communication skills, building team unity, and dealing with change and innovation for future growth. Karl is known for his ability to combine psychological insight with humor and practical application to deliver inspiring messages on human effectiveness. His warm and friendly presentation style and in-depth knowledge of his topics engage his audiences. His winsome and innovative approach is designed to encourage people to discover untapped levels of mental and emotional energy as well as enthusiasm for life.

They work in every organization: traditionalist, baby boomers, Generation X-ers, Nexters and Milleniums. The gaps in generations can make it difficult to accomplish things in the workplace. This session explored sources of confusion, conflict and frustration, and unique perspectives among the generations and gave practical ideas and tips for working together including: overcoming the challenges of managing, motivating and retaining multi-generational co-workers. This was an excellent general awareness course to help employees of different generations work together more productively regardless of the position held within the firm.

March 11, 2009: Promoting Diversity in the Legal Profession

Featured: A Stafford Teleconference - Panel Presentation

Progress toward diversity in the legal profession has been slow. There are still 44% more men than women in the profession, and only 15% of legal professionals are minorities. Law firms and general counsel at companies are addressing the challenge. Many companies are demonstrating their commitment to diversity in their legal advisors. For example, in September, Microsoft announced it will use a “pay for performance” approach, under which it will pay law firms a bonus for demonstrating concrete diversity results.

What can law firms and corporate legal departments do to improve recruitment and retention of diverse attorneys? What are the best practices for firms and legal departments to implement diversity programs in order to create and build a more diverse legal profession? In this session, an authoritative panel examined the issue of diversity among legal professionals. The panel provided guidance for hiring and retaining diverse attorneys and strategies for firms and corporate legal departments to implement diversity programs.

The panel reviewed these and other key questions:

• What can firms and legal departments do to improve recruitment of women and minorities?
• How can law firms and legal departments help overcome the barriers to a more diverse profession?
• What strategies should firms and legal departments use to retain diverse attorneys?

March 5, 2009: Managing Menopause Naturally

Featured: Jennette Turner, Natural Food Educator. Jennette is a graduate of The Institute for Integrative Nutrition where she earned a degree in Holistic Nutrition. She has lectured and taught classes in New York and Minneapolis and her numerous food-related articles have appeared in publications nationwide. Her popular programs at the Wedge Co-Op earn rave reviews. Jennette is a certified member of the American Association of Drugless Practitioners and a member of the Weston S. Price Nutrition Foundation.

Hormonal changes, moods swings, hot flashes…some of the less desirable effects of gaining age and wisdom. But did you know that natural foods can play a significant role in supporting and nurturing you through these changes? At a time when you need to pay closer attention to your health, this class addressed such concerns as osteoporosis and heart disease, with a focus on wellness in midlife and beyond.

February 18, 2009: Techniques for Excellent Writing for Paralegals and Administrative Staff

Featured: Steve Wilbers, Ph.D. Steve Wilbers is a writing consultant, syndicated columnist, and award winning author. Since 1983 he has offered workshops and seminars to more than 10,000 business, technical, legal, academic, and creative writers. His syndicated column on effective writing appears in the Minneapolis Star Tribune, the Orange County Register, and other publications.

Stephen Wilbers’ workshop provided a fast-paced, lively, and entertaining review of the principles of effective writing.

Participants learned to:

• Review writing according to five elements of composition
• Write clear, concise sentences
• Avoid the three common writing errors
• Write three-step messages in a hurry
• Proofread effectively
• Apply three concepts of good communication to write with more confidence

January 28, 2009: Turning Around Employees Who Need An Attitude Adjustment: 5 Leadership Keys

Featured: Marjorie Brody. Marjorie Brody’s presentation skills programs have helped thousands of corporate employees and association members to overcome public speaking obstacles and get optimum results with preparation and delivering strategies. She is Founder & Fearless Leader of BRODY Professional Development (www.BrodyPro.com) and is a member of the National Speakers Association “Speaker Hall of Fame.” Marjorie is the author of more than 18 books, including the award-winning Help! Was That a Career Limiting Move? and Career MAGIC: a Woman’s Guide to Reward & Recognition. The fourth edition of Marjorie's popular book Speaking is an Audience-Centered Sport was released in 2008. Marjorie has been featured and quoted in The Wall Street Journal, Fortune, The New York Times, Real Simple, People, and in many other national publications.

Do one of more of your direct reports need an attitude adjustment? You know: people with a “punch the clock” mentality who do the minimum but still expect generous raises, big bonuses and flexible work hours. If they don’t get the rewards that come with high performance, they whine and complain. How do managers and supervisors get employees to understand that by doing more at work, they’re doing more for themselves? That was the subject of this no-nonsense presentation by leadership expert Marjorie Brody. She showed how to deploy five easy-to-learn leadership tools to unlock positive attitudes and vastly improve on the job performance.

This session revealed to managers and supervisors:

• The five “leadership keys” that great leaders use to unlock high performance and positive attitudes
• How their own attitude and behavior “models the way” for their direct reports
• The right message to send sulkers and complainers
• How they can successfully address employee misconceptions about the notion of “job security”
• How to show employees that conflict is okay, but that there’s a right and a wrong way to challenge their bosses and their peers
• The connection between employee attitudes and firm reputation
• How to convey to employees that their behavior affects not just them, but everyone around them

January 20, 2009: How To Stay Fit While You Sit

Featured: Working Family Resource Center - Dr. William Kriva, Doctor of Chiropractic. Dr. Kriva is a frequent lecturer for Working Family Resource Center.  He practices at the Parkview Chiropractic Clinic in Oakdale and is a graduate of the Palmer College of Chiropractic.

This class was designed for those of us who sit at a desk or computer all day. Proper techniques for workplace ergonomics were discussed as well as techniques to maintain fitness while sitting. Emphasis was placed on injury prevention.

January 19, 2009: King: Man of Peace in a Time of War

Our annual breakfast in celebration of the birthday of Martin Luther King Jr., showcased another of the fascinating videos that capture the essence and spirit of the man who remains an inspiration and force for social change. King: Man of Peace In A Time Of War, is a revealing look at his life filtered through the prism of three major conflicts: the struggle between black and white America, divineness within the civil rights movement itself, and an undeclared war in Vietnam.

The video featured archived footage of interviews with the Reverend Jesse Jackson, Colin Powell, and Quincy Jones. The most remarkable clip was an excerpt of an interview from Dr. King’s appearance on a 1967 Mike Douglas Show in which he speaks eloquently about civil rights and his opposition to the Vietnam War.

January 15, 2009: Legal Writing Workshops For Associates - Practical Things You Need to Know

Featured: University of Minnesota Law Professor Brad Clary

Professor Clary discussed legal writing and the common stumbling blocks facing new associates. He offered practical tips and solutions to help you improve and build your skill-set. This workshop was geared for new associates but all associates were welcome and encouraged to attend.

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