Bridging the Gap: Using Wiki Technology to Provide Legal Guidance to a Non-Legal Audience: Nishat Ruiter, Vice President and Associate General Counsel, CA Technologies

Bridging the Gap

Using Wiki Technology to Provide Legal Guidance to a Non-legal Audience

July 2014

2 © 2014 CA. ALL RIGHTS RESERVED.

Partnership between Legal and our Clients

Problem: Legal guidance for Marketing & advertising – Guidance on legal issues can be challenging when dealing with geos,

several regulations and requirements – When centralizing an area of expertise – lawyers in the field have

unique and diverse ways to provide guidance – Business speeding ahead…

Finding the Solution – Consultation imperative – Collect information and synthesize the style book – Create an easy tool that created for your client

Rolling out Tools to hit the ground running – Wiki Technology and Legal combine… – Instruction with a twist – Outcomes Trust goes both ways.


Legal guidance stems from variety of sources

The Federal Trade Commission

FTC on Best Advertising Practices: Tell The Truth

Substantiate the Claim Disclose Material Connections in Endorsements

Comply with privacy policies Enforcement of Can Spam Act

The National Advertising Division/Self Regulatory Bodies

NAD Recommendations: Product Comparisons must be Fair and Truthful

Product Claims must not mislead consumers All claims must be substantiated and not exaggerated

Copyright Laws:

Copyright Infringement Must have permission to use another’s work

Trademark Infringement names and logos

are a company’s worth

False Advertising misrepresentation of a product occurs when a claim deceives or EVEN

has the tendency to deceive its audience

False Endorsement a name, symbol or other identifying likeness used in a way to

deceive audience of endorsement or sponsorship

Securities & Exchange Commission

SEC regulates dissemination of information to maintain fair trade in

the market place

The fair disclosure rule requires that companies disclose material

information to the public in a broad and non-exclusive manner, so that all investors can have the ability to gain

access to it at the same time

Global laws Privacy, data protection and

anti spam. – how to send emails

Licenses for running contests


Today’s clients are not like yesterday’s

The use of social media, Internet and rapid fire

communication increases the

visibility of issues and presents

mistakes and risks visible to everyone

At the same time, scale of content is speeding up and

pressure on legal to meet business

needs is increasing

Instead of being adversarial this

new age requires partnership so that Legal and business

should develop trust


All solutions start with communication: Get feedback from Clients and Legal

Client’s Concerns • Can I get this approved quickly? • Where do I get examples of what

I can do? • Where is the risk? • Can you check everything? • Do I need to get approval on

everything?

Legal’s Concerns • I get too many requests! • Is there a way to make my clients

understand this better? • Can we get our clients to review

instead? • How can I scale my time and still

provide guidance?


Permission for PPT only- no distribution http://dilbert.com/strips/comic/2011-02-22/


Tailor solutions to the problems… it shows them you are listening

Prioritize risks and levels of review.

Create an easy guideline for client’s purposes

Knowing rules is not enough how can they see the risk?

Speed comes from quality of content and availability of resources

Depending on risk introduce self review before legal approval

Roll out a program that is easy to understand and not full of legalese

Can I get this approved quickly?

Where do I get examples of

what I can do?

Where is the risk?

Can you check everything?

Do I need to get approval

on everything?


Under the details

Respect your client’s views.

Understand the context of their

issue

Listen to all sides

Reach for the best outcome,

don’t settle

Don’t Jump to Conclusions

Continue communication systematically


Enabling a partnership with our clients so legal can create a path clear for velocity


Steps in creating the Right Tool for your Non Legal Audience

What: Explore what technology tools are available SharePoint, wiki, content management system all offer a solution to static webpages.

Design: Make it reflect the client voice instead of just identifying the risks from traditional legalese. Speak with the client’s voice. Don’t over think it.

Collaborate: Get input from geo’s, SMEs and experts so that you can include all the important essentials without reinventing the wheel.

Represent it with enthusiasm: Enable your clients to see you care. If you make fun of it or put the effort down, credibility is impacted and it won’t be viewed with high regard.

1


So what did we do? Created a Legal Wiki out of the tool called

“Confluence” which was used by CA Developers to write out issues and guidelines for code.

Collected from lawyers around the globe most frequently asked questions that were common to

most client teams.

Reviewed the current legal rules, guidelines, or policy that applied.

Translated rules into ‘people speak’ and organized it by task within the

Legal Wiki

Added examples and practical guidance to illustrate how these

guidelines apply


Legal Wiki mapped to FAQ by Clients

Chapter 1: Top 10 legal reminders

Chapter 2: Understand publication rules to speed legal review

Chapter 3: How to prevent red flags when

planning marketing events

Chapter 4: FAQs when offering gifts or promotions for

government officials

Chapter 5: Giving away gifts or prizes to

commercial customers or employees

Chapter 6: Social Media Guidelines

Chapter 7: Checklist before running email

or social media campaigns

Chapter 8: FAQ on legal issues for marketing with

Partners

Chapter 9: How to invite & pay for gov't attendees at Events

Chapter 10: Who and where to go for help

http://cawiki.ca.com/display/Legal/Chapter+1:+Top+10+legal+reminders



http://cawiki.ca.com/display/Legal/Chapter+2:+Understand+publication+rules+to+speed+legal+review




http://cawiki.ca.com/display/Legal/Chapter+3:+How+to+prevent+red+flags+when+planning+marketing+events





http://cawiki.ca.com/pages/viewpage.action?pageId=463373363





http://cawiki.ca.com/display/Legal/Chapter+5:++Giving+away+gifts+or+prizes+to+commercial+customers+or+employees





http://cawiki.ca.com/display/Legal/Chapter+6+CA's+Social+Media+Guidelines



http://cawiki.ca.com/display/Legal/Chapter+7:+Legal+checklist+before+running+email+or+social+media+campaigns





http://cawiki.ca.com/display/Legal/Chapter+8:+FAQ+on+legal+issues+for+marketing+with+Partners









http://cawiki.ca.com/display/Legal/Chapter+10:+Who+and+where+to+go+for+help




Chapter 1: Top 10 legal reminders




Chapter 2: Understand publication rules to speed legal review





Chapter 6: Social Media Guidelines




Chapter 7: Checklist before running email or social media campaigns






Chapter 10: Who and where to go for help




Next Steps: Provide an Education Tool that is easy to understand

Accept the ‘Mission’ on the Legal Wiki Tool


Interactive Education Video

http://content.plateau.com/nocache-content/ca/extended/ECoE/team/ms/legal_wiki/legal_wiki_v4/story.html

http://content.plateau.com/nocache-content/ca/extended/ECoE/team/ms/legal_wiki/legal_wiki_v4/story.html


Transition to Applying this in Practice.

The Legal Wiki Tool was designed to help our clients move to a culture of self-service when publishing low risk materials

Identifying the risk is based on the type of business, management priorities, litigation history and regulatory compliance requirements.

Because clients don’t have an appreciation for all the factors, making it real is an important part of the communication.

Use real life examples from cases, popular brands or other well-known situations make a strong impact.

Get buy in from the field, your clients on the risk, examples and roll out plan.


Where Risk Is Understood

Self-review

Where Risk Less Obvious

Attorney review depending on

scope

Where Risk Highest Get Attorney

Review

Judge which Materials Need Review


Level One: Where Risk is Highest

Where Risk Highest Get Attorney

Review


Materials that require Attorney review

WHAT?

Product Claims • Avoid Deceptive claims and understand how to use puffery

Ad Campaigns • Ensure we have rights to publish and don’t disparage company or people

Earnings/Shareholder Communications • Comply with SEC rules

Comparative Case Studies • Assure product analysis is fair

Government Regulations • Comply with FCPA, Can Spam Act and Privacy Laws

Large Scale Events • Protect IP and ensure we have rights to publish

New names, marks , TMs • Protect right to enforce ability to use it

WHAT? WHY?


Permission to Use: Monster Energy Learns the Hard Way…

http://www.starpulse.com/Actors/Yauch,_Adam/News/

http://whatstrending.com/music/11431-beastie-boys-sue-monster-energy-drink-and-win-1

Ensure we have rights to publish


Monster Used Beastie Boys’ Song Clips in Promotional Ads

The Beastie Boys sued Monster Energy for using portions of their songs in promotional video advertising a Monster event “Ruckus in the Rockies”

Beastie Boys sued for copyright infringement

Monster found guilty of copyright infringement and false endorsement

Beastie Boys awarded $1.7 MILLION even though… – Monster hired a well known DJ for the event – A Monster employee told the marketing team that the DJ had

permission to use Beastie Boys songs to spin for the event’s after-party – Monster thought this meant they had permission to put the songs in

the promotional videos . . .


Monster Mistakenly Thought it had Permission to Use

The court didn’t think so: “the public was confused into believing that the Beastie Boys sponsored, endorsed and are associated with Monster in promoting Monster's productions and promotional events"

Take Away: Company’s use of songs, logos or images broadly is not Fair Use so assume you need a license and written permission.

When we infringe on other third party’s rights (logos, images, song etc.) they can get $ damages by going to court under Copyright law.

Cease & Desists can help, but sometimes damages are already done.


Level Two: Where Risk is Less Obvious Depending on Scope

Where Risk Less Obvious

Attorney review depending on

scope


Materials Sometimes Requiring Review

Contests that are multi- jurisdictional

or on a unique platform

•Local laws differ on contest requirements. Also posting contests on Twitter, Pinterest and others have unique rules. Simple contests at events however don’t need review.

New Webpages •Recycled content already approved does not need review.

However new ways of publishing web pages or CA information may.(Native Advertising)

Technical publications, white

papers , Competitive intelligence

•Certain general publications don’t need review when it does not contain any new specific product claims. However when creating competitive intelligence, we should review if information is not public or created by a vendor.

Press Releases •Press Releases involving a new partnership with another company or acquisition (details that may impact investors)

Social Media •Social Media Campaigns, depending on the platform may require unique disclosures.

WHAT? WHY?


Level Three: When Risk Understood

Where Risk Is Understood

Self-review


Review Materials with Help of Legal Wiki Tool

Check guidelines, examples

and checklist on Legal Wiki

Presentations to small

audiences not made public

Email campaigns that follow the rules

Derivative Content

Quotes and Articles

w/Permission

Technical articles with no product

claims

Logos and images

w/Permission

Local Contests

for Events


Rating effectiveness of your Program

Does it create more communication or less?

Are you viewed as a partner to the business or a gatekeeper?

Do you receive requests to provide training before a compliance issue comes up?

Is the business applying judgment to risks or are they still passing everything to you?


Questions before you go?

Associate General Counsel

[email protected]

Nishat.Ruiter

ca.com

Nishat Ruiter

Nishat Ruiter