CORPORATE COUNSELEXCHANGE 2014

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February 12, 2014

Gaylord Texan Resort &Convention Center

Grapevine (Dallas), Texas

USLAW kicks off the series on Wednesday,February 12 in Dallas, Texas with theCorporate Counsel Exchange 2014. We inviteyou — as USLAW’s guest — to join us.

In-house corporate counsel from around the country will

engage in dialogue with USLAW member attorneys and outside

experts to focus on eight (8) “trending” legal issues. We will hear

from C-suite officers about the real-world problems they face and

present solutions to those problems and strategies to avoid them.

Corporate Counsel Exchange 2014

New for 2014 is USLAW NETWORK’s Driving the

Dialogue Series. These signature one-day exchanges Link

Legal Leaders in highly interactive, fast-

paced, conversation-driven and content-rich

education and networking events created for

specific legal practice areas. Attendees and

industry stakeholders will participate in roundtables,

come together in topic-specific discussions with

attorneys and learn about the critical legal issues facing today’s

corporate and legal marketplaces. There will be group dialogue and

plenty of knowledge sharing throughout the day so that participants

can walk away with tools, information and resources that they can

immediately implement in their workplace.

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Businesses are constantly being challenged from a variety of influences, includingsecurity, technology, intellectual property, reputation, general business expansion and

more. USLAW’s Corporate Counsel Exchange brings together in-house counsel forcorporations and global business properties as well as leading USLAW member outside counsel

from a cross-section of practice areas and jurisdictions for a one-day, highly interactiveeducational program to discuss these issues while also delivering knowledge and solutions tohelp you in your everyday role as in-house counsel. During this impactful event you will not onlyparticipate in and contribute to the dialogue throughout the day, but also learn some of thelatest solutions to legal and business issues impacting the roles of in-house counsel. You willreceive practical information that will help you, your staff, departments and companies succeed.

WHY ATTEND?

WHO SHOULD ATTEND?

TOPICS TO BEDISCUSSED...

In addition to these important topics, USLAW will host our “Fast Lanes” Lunchwhich will pair attendees at topic tables. USLAW Fast Lanes enable direct, high-level

dialogue about relevant issues and trends that can be roundtabled among memberattorneys and in-house counsel. The USLAW Fast Lane Lunch provides a more customizedand personal environment to discuss topics and issues of particular interest to the attendees.In advance of the program, USLAW will survey all attendees and ask that they offerquestions on issues they are currently managing. Fast Lane Tables will then be created toaddress these issues and specifically answer these questions.

USLAW’s Corporate Counsel Exchange is for chief legal officers and in-house counsel for national/international corporations including both private and public companies.

FAST LANES LUNCH

• Managing the Legal and PR Issuesin a Company Crisis

• Protecting the Attorney-ClientPrivilege During an Internal Investigation

• Security (Cyber) Best Practices• What’s New with Sarbanes-Oxley• Changes in E-Discovery – Establishing a Reasonable Document Hold Policy• Foreign Corrupt Practices Act – Tread Lightly• Whistleblower – Avoiding Scandal• Wage/Hour Employment Issues – When the Class Action Clocks In

CLE CREDITS Continuing Legal Education (CLE) Credits are available forattorneys attending the Corporate Counsel Exchange. Application has been made to allstates requiring lawyers to take mandatory continuing legal education (MCLE) coursesin order to practice law within that particular jurisdiction. Most states will approve 5 – 6hours of credit including one Ethics Credit.

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FEATURED SPEAKER

Mary Jo Jacobi

MANAGING THE LEGAL AND PR ISSUES IN A COMPANY CRISIS Whether it is an environmental disaster or a horrible shooting, accurate fact gathering andassessing the legal obligations are critical to the continued viability of a company. Learn fromMary Jo Jacobi who has managed reputation — and crises — for some of the world’s largestcompanies, including Royal Dutch Shell, BP America and Drexel Burnham Lambert. Drawingon these experiences and her work with the US and UK governments, she will discuss theimportant interface between legal and public relations considerations during a corporate crisisand share her insights on balancing the expectations and demands of vital stakeholders.

About Mary Jo JacobiDrawing on a rareblend of executiveexperience in theenergy, financialservices and publicsectors in the UnitedStates and UnitedKingdom, Mary JoJacobi is a corporate

director and strategic advisor, public speakerand broadcast commentator.

In addition to advising clients oninternational affairs and reputation and crisismanagement, she is a non-executive directorof Mulvaney Capital Management andPANAFSAT Inc. and serves on the advisoryboards of Dana Petroleum and Fink Africa.She is also a member of the UK Foreign andCommonwealth Office’s Wilton Park AdvisoryCouncil and a Visiting Fellow of theUniversity of Oxford’s Centre for CorporateReputation.

Mary Jo has extensive C-suiteexperience with some of the world’s largestcompanies, including Royal Dutch Shell,HSBC Holdings, Lehman Brothers, BP andDrexel Burnham and her crisis managementexpertise is unparalleled. Her board

experience includes Tate & Lyle PLC, the IDMGroup, Drexel Burnham Lambert, theInstitute for Research on the Economics of Taxation, the Ladies European (Golf) Tour,and the Ladies Professional Golf Association,which she chaired for five years. In addition,she chaired the External Advisory Group ofthe UK Forensic Science Service.

She was Assistant U.S. Secretary ofCommerce in the Administration of PresidentGeorge H. W. Bush and was Special Assistantto President Ronald Reagan, who alsoappointed her to his Advisory Committee onTrade Negotiations. She also served severalterms as a US-UK Fulbright Commissioner.She serves on Great Britain’s AdvisoryCommittee on Business Appointments andwas previously one of Her Majesty’s CivilService Commissioners. Her career began inWashington on the staff of the U.S. SenateCommittee on Commerce.

She holds an MBA in InternationalBusiness from the George WashingtonUniversity and a BBA from Loyola UniversityNew Orleans. She currently resides inWashington, D.C., with her husband, PatrickJephson, former Private Secretary (Chief ofStaff) to the late Diana, Princess of Wales.

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TRENDING TOPICS

Protecting the Attorney-Client PrivilegeDuring an Internal InvestigationFrom the company’s perspective what do you do when a high-stakes internal

investigation is triggered in order to protect the attorney-client privilege to the maximumextent possible? This session will discuss best practices to ensure that the company meetsits obligations to perform the investigation while increasing the chance that thecompany’s privileges will remain intact, unless and until the company deliberately decidesto waive the privilege. Taking key steps to protect the privilege should start long beforethe investigation begins.

Security (Cyber) Best PracticesA data breach can occur as a result of a number of incidents, from a targetedattack to a stolen laptop or a misconfigured device. What should an

organization fear most about being unprepared for these events? This session will focuson steps that companies should take to guard against security breaches, including:

• Determining preparedness• Cyber insurance needs• Special security for mobile devices• Steps to take in the event of a security breach• When and how to call in the FBI, and what to expect when you do

Changes in E-DiscoveryEstablishing a Reasonable Document Hold PolicyIt has been 12 years since the first Zubulake decision rocked the discovery

world. Now all jurisdictions have faced the issues. In addition to providing an update onrecent case law, new technologies in e-discovery such as predictive coding and theproposed changes to the FRCP rules which call for proportionality and reasonableness willbe explored. Practical tips for stabling a reasonable document hold policy will be shared.

What’s New with Sarbanes-OxleyAround for more than a decade, Sarbanes-Oxley is still alive and well. Lessonsfrom the J.P. Morgan Chase & Co. settlement will serve as the springboard for adiscussion on the obligations and responsibility to keep management apprised

when violations arise.

C O N T I N U E D

TRENDING TOPICS

Foreign Corrupt Practices Act – Tread LightlyThis conversation will address recent litigation, investigations and declinationsinvolving this Act. As more and more companies expand business into areas of

the world with different cultural and ethical foundations, a company can run afoul of thisAct if not careful.

Whistleblower – Avoiding ScandalThis is one of the most litigated areas of the law. With the federal and stategovernments seeking more dollars, companies should be on high alert to not be

on the defensive end of a whistleblower suit. In 2012, $9 billion of taxpayer funds wererecovered in Qui Tam actions. This session reviews current trends, and defense techniquesto minimize the damage in the event of such a suit.

Wage/Hour Employment Issues –When the Class Action Clocks InIs your company a target for a wage and hour class action, which is on a

dramatic rise in many industries? We’ll review the principal rules governing this area ofthe law, and best defensive trial techniques to sway jurors.

C O N T I N U E D

SCHEDULE OF EVENTS

TUESDAYFebruary 11AfternoonArrivals

Evening An Insider’s View ofAT&T Stadium(formerly CowboyStadium)

WEDNESDAYFebruary 127:00 A.M. – 8:00 A.M. Breakfast andRegistration

8:00 A.M. – 8:10 A.M. Opening RemarksBradley A. Wright, ChairUSLAW NETWORK, Inc.

8:10 A.M. – 9:10 A.M.Featured Speaker – MaryJo Jacobi

9:10 A.M. – 9:30 A.M.Mid-Morning Break

9:30 A.M. – 12:00 P.M.Dialogue/Exchange onTrending Topics

NOON – 1:00 P.M.USLAW “Fast Lanes”Luncheon

1:00 P.M. – 2:30 P.M.Continuation ofDialogue/Exchange onTrending Topics

2:30 P.M. – 3:00 P.M.Rapid Fire Q&A

3:00 P.M.Close of Program andDepartures

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AN INSIDER’S VIEWOF AT&T STADIUM

TUESDAY, FEBRUARY 11, 2014

JOIN USLAW NETWORK FOR AN INSIDER’S VIEW OFAT&T STADIUM (FORMERLY COWBOY STADIUM)Tonight, USLAW member attorneys, invited in-house counsel and other local legal decision makerswill join together to enjoy an incredible entertainment experience with a look inside the house thatJerry built. The stadium, home to the NFL’s Dallas Cowboys, opened in 2009 and is the world’slargest column-free interior and also has the fourth-largest high definition video screen, whichhangs from 20-yard line to 20-yard line.

USLAW guests will enjoy a reception, dinner and private tour of the stadium.

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GAYLORD TEXAN RESORT& CONVENTION CENTER

LOCATIONThe Gaylord Texas Resort & Convention Center is located at 1501 Gaylord Trail,Grapevine, Texas. DFW Airport is located (6) miles from the resort. Groundtransportation options will be forthcoming prior to the event.

HOTEL RESERVATIONS AND RATESA block of rooms has been reserved at the Gaylord Texan for Exchange attendees. Thegroup rate is $164 for single/double accommodations. There is a daily resort fee of $18.The group rate is available three days prior and post conference based on hotelavailability. To make a reservation at the hotel, please call 1-817-778-2000 andreference USLAW NETWORK to secure the group rate. Reservations must be received bythe cut-off date of January 22, 2014; however, please book as soon as possible as Ianticipate the block will be filled by this date.

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WHY USLAWIn today’s global marketplace, legal needs often transcend geographic boundaries.To operate globally, you need to have an edge locally. This requires an in-depthunderstanding of local cultures, economies, laws, governments, trends and businessclimates. This kind of edge not only enhances your competitive position, but also allowsyou to anticipate – and even influence – changes in the market, and to react quickly andeffectively.

Clients with these types of complex needs turn to USLAW NETWORK (USLAW) memberfirms to represent them in the courtroom and the boardroom, next door and across theUnited States and around the world. USLAW member firms are some of the most highlyrespected law firms in their respective jurisdictions. Each member firm is admitted onlyafter substantial due diligence and are rigorously reviewed to ensure the meet USLAWquality service standards.

The collective expertise of USLAW member firms is impressive. National and internationallaw firms, while they may have scores of offices, do not have access to the depth of the legalresources available through USLAW. As well, our lawyers know and respect each other.Through friendship, networking and resource-sharing, USLAW attorneys develop the type ofcooperation and client-focused service that corporations demand of their legal counsel.

uslaw.org • 800 231-9110

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Corporate Counsel Exchange 2014

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February 12, 2014

Gaylord Texan Resort & Convention CenterGrapevine (Dallas), Texas

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Complete the information above and email, fax or mail to USLAW.

Mail registration form to:USLAW NETWORK, Inc.Corporate Counsel Exchange 20145905 NW 54th CircleCoral Springs, FL 33067

Fax registration form to:(800) 231-9110

Email registration information to:roger@uslaw.org

For questions, please call (800) 231-9110Registration Deadline: Monday, January 27, 2014

I WILL ATTEND THE INSIDER’S VIEW TO AT&T STADIUM EVENING EVENT ON TUESDAY, FEBRUARY 11(RECEPTION, DINNER & PRIVATE STADIUM TOUR)