2015 USLAW NETWORKLEGAL LEADERS &CORPORATE COUNSELEXCHANGE

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MARCH 3, 2015 THE LANGHAM, CHICAGOChicago, Illinois

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YOU’REINVITED!

EXPENSE

REIMBURSEMENT

AVAILABLE

PROTECTING YOUR BUSINESS INTHE DIGITAL AGE

ANATOMY OF A CROSS-BORDERACQUISITION

DRAFTING, DEFENDING ANDLITIGATING CONTRACT CLAUSES

GENERAL COUNSEL RISKMANAGEMENT

As a legal leader or in-house corporate counsel, today itis not good enough to simply sit back and manage risk.Counsel must act as a clairvoyant, adding value to thebusiness through proactive risk mitigation, especially inlight of the heightened global regulatory burden.Pressure to reduce legal spend and improve yourcompliance program is not going away, and now thatmost in-house counsel have reassessed their outsidecounsel panel they are looking to drive continuousimprovement to find further efficiency gains.

This exclusive, invitation-only event tackles thesechallenges head on. With a unique, interactive formatfor 2015, you will benchmark with not just presentersand session leaders but also the dozens of in-housecorporate counsel peers attending. Through a series ofsimultaneous educational tracks, case studies, andinteractive discussions, you will discover new methodsand solutions to apply to your own legal department.

The USLAW NETWORK Legal Leaders andCorporate Counsel Exchange provides one of themost credible forums for in-house counsel to shareideas and the real world solutions to many of thechallenges that they are facing. The Exchange continuesthe “Driving the Dialogue” theme of recent USLAWevents where discussion is required and talking headsdo not attend.

Attendees are welcome to float between tracks andwill receive all four tracks’ prepared materials.

MARCH 3, 2015THE LANGHAM,CHICAGO

CHICAGO, IL

This year’s simultaneous tracks include:

TRACK ONE: PROTECTING YOUR BUSINESSIN THE DIGITAL AGE

TRACK TWO: ANATOMY OF A CROSS-BORDER ACQUISITION

TRACK THREE: DRAFTING, DEFENDING ANDLITIGATING CONTRACT CLAUSES

TRACK FOUR: GENERAL COUNSELRISK MANAGEMENT

WHY ATTEND?You’ve just become the victim of acyber attack that compromises yourcustomers’ personal and financialdata. Perhaps your company isinvolved in international commerceand individuals get caught up incorruption schemes. What if yourcompany becomes the target of anSEC investigation or you becomeinundated with the ever-changingfinancial regulations under Dodd-Frank? What do you do? What areyour next steps? How do you preventthreats from actually happening andhow do you fix them if they do?USLAW has created the Legal Leadersand Corporate Counsel Exchange toprovide a forum to address theserelevant, real-world importantbusiness and legal issues and provideyou with practical information, bestpractices and resources you canimplement in your businessoperations.

WHY THIS EVENTIS UNIQUE

NO TALKING HEADSINSTEAD FACILITATED

DIALOGUE ANDROUNDTABLE FORMAT

CASE STUDY APPROACH

PLANS OF ACTIONTO BE DEVELOPED FROM

MEETING RESULTS

EUROPEAN REPRESENTATIONTHROUGH TELFA

NO REGISTRATION FEEEXPENSE REIMBURSEMENT

AND SCHOLARSHIPSAVAILABLE FOR

IN-HOUSE COUNSEL

EXPENSE REIMBURSEMENTIn-house counsel who attend this Exchange may have travel and lodging expensesreimbursed by USLAW NETWORK. If you are interested, please contact Roger Yaffe,USLAW CEO, at roger@uslaw.org or (800) 231-9110, ext. 1. Request for expensereimbursement must be made prior to the Exchange and prior to the attendee bookinghis or her arrangements.

CLE CREDITS...Continuing Legal Education (CLE) Credits are available for attorneysattending the Exchange. Application has been made to all statesrequiring lawyers to take mandatory continuing legal education(MCLE) courses in order to practice law within that particularjurisdiction. Most states will approve 4 - 5 hours of credit.

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1 PROTECTING YOUR BUSINESS IN THE DIGITAL AGE

2 ANATOMY OF A CROSS-BORDER ACQUISITION

Sony. Target. Home Depot. Neiman Marcus. What do these companies have incommon? They and many more companies have made recent headlines due todata breaches, but sadly they are not alone by a long stretch. If you do businessyou depend upon electronic data, whether it is customer data, your own tradesecrets or other intellectual property. Data destruction or theft can be devastatingand the liability for breach of third-party data, like credit card data, can beextreme. This session features an interactive discussion between corporate andoutside counsel that includes hypothetical situations and free-flowing discussionsabout how to prevent these issues from keeping corporate counsel awake atnight. When the Board of Directors asks what is being done to maintain theprivacy and security of the company’s IP and data, or what is the company doingto monitor and regulate social media issues within the bounds of the law - youneed an answer. During this session we will outline the threat landscape, andprovide real, practical, and often inexpensive steps you can take to answer thesequestions, and protect the lifeblood of your company. Major discussion areasinclude Privacy and Security; Data Intrusion and Breaches; Theft of Trade Secretsand Intellectual Property; Social Media Monitoring; and Defamation andCommercial Disparagement.

A L L T R A C K S A R E

Cross-border corporate transactions can bring about economic gain, investor valueand even additional employees across multiple jurisdictions. These transactionsalso bring legal, tax and risk management issues that must be factored into theprocess. In this interactive discussion, we will use a hypothetical fact pattern of across-border acquisition of a non-U.S. competitor by a U.S. buyer to explore thebusiness and legal framework of cross-border M&A, deal-making strategies,transaction structures and key deal considerations. The session will tie togetherdifferent bodies of law relevant to M&A (corporate, contracts, tax, securities,antitrust and other regulatory fields) and to confront the U.S., European, Canadianand emerging markets legal, business, and cultural environments in a deal-orientedcontext. Regulatory matters, deal risk management and cross-culturalconsiderations underlying global M&A practice will also be addressed.

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3 CHECK/CHECKMATE: DRAFTING, DEFENDING ANDLITIGATING CONTRACT CLAUSES

4 GENERAL COUNSEL RISK MANAGEMENT

In a lively point/counterpoint format, experienced business lawyers and litigatorswill match wits and insights with corporate counsel to share perspectives andadvise on key contract provisions. Discussions will include ways to minimize costsand increase certainty of closure, finding creative solutions to bridge the valuegap between purchaser and seller, learning how to incorporate representationsand warranties into contractual remedy provisions, creating employmentagreements that protect new hires and separation provisions and much more.Key contract provisions include Arbitration and Dispute Resolution; Options toBuy/Lease; Covenants Not to Compete; Earnouts in M&D Deals; Representation-Warranty Roulette; and Contract Insurance Provisions.

A L L T R A C K S A R E

It’s all about the general counsel. This educational track will focus on the role ofthe general counsel and what steps the general counsel can take to protecthimself/herself in the role of the company’s chief of almost everything. As thechief legal officer for a company, the general counsel has oversight of legalmatters for all departments and often is seen as the all-knowing keeper ofcorporate ethics and legal compliance as well as a one-stop knowledge base forthe company. This track will include discussions that face the General Counseland Compliance officers when they are asked to provide opinions related togrowth and the necessary due diligence to prevent acquisition and successorliability. The lively discussions also will include:

• Types of federal and state claims that can result in personal liability for thegeneral counsel;

• Defining and identifying general counsel’s clients and who can make claimsagainst them;

• What the general counsel should do when the government shows up with asubpoena;

• When the government calls or shareholders react; • FCPA, SEC, Qui Tam, Shareholder suits, Anti-Trust, Derivative Actions; and,• Gender Communications Difference: Make It or Break It

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JOIN USLAW NETWORK FORAN EVENING AT THE CHICAGOSPORTS MUSEUM

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MONDAY NIGHTMARCH 2 • 6:00PM-8:30PM

JOIN US

MONDAY FOR OUR

ARRIVAL NIGHT

EVENT!

Tonight, USLAW member attorneys and all invited guests will join together toenjoy an interactive reception at the new Chicago Sports Museum.

The Chicago Sports Museum combines hi-tech interactive experiences—including skill challenges and simulated experiences—with unique sportsmemorabilia and an impressive collection of game-used treasures and otherartifacts. The exhibits, designed by Lincolnwood, Ill.-based Luci Creative andChicago-based Next/Now, are organized around five major zones.

The 8,000-square-foot museum is a combination of sportsmemorabilia, artifacts, and interactive experiences.There are items used in actual games, including what isleft of the famed or infamous Bartman Ball and the lastball from the 1945 World Series.

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THE LANGHAM, CHICAGOA LUXURY HOTEL

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Embodying the timeless qualities that define the Langham legacy since 1865 – heritage,history and legendary hospitality – The Langham, Chicago gracefully blends urbansophistication with refined luxury. Since its grand opening in September 2013, TheLangham, Chicago has quickly become a destination of choice as evident with its recent#1 status for best luxury hotel in Chicago on TripAdvisor.

The Langham, Chicago features 316 luxurious guest rooms and suites ranging from the516 sq ft Grand Room to the sprawling Infinity and Regent Suites each spanning 2,700 sqft. Conveniently located downtown in a 52-story landmark tower designed by renownedarchitect Mies van der Rohe, The Langham, Chicago is just minutes away from theboutique-lined boulevards of Chicago’s retail hub and within walking distance to many ofthe city’s premier tourist sites.

HOTEL RESERVATIONS AND RATESA block of rooms has been reserved at The Langham for Exchange attendees. The grouprate is $219 for single/double accommodations. The group rate is available three daysprior and post Exchange based on hotel availability. To make a reservation at the hotel,please call (312) 923-9988 and reference USLAW NETWORK to secure the group rate.Reservations must be received by the cut-off date of February 6, 2015;however, please book as soon as possible.

OUR HOST HOTEL

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WHY USLAW?In today’s global marketplace, legal needs often transcend geographicboundaries. To operate globally, you need to have an edge locally. This requiresan in-depth understanding of local cultures, economies, laws, governments,trends and business climates. This kind of edge not only enhances yourcompetitive position, but also allows you to anticipate – and even influence –changes in the market, and to react quickly and effectively.

Clients with these types of complex needs turn to USLAW NETWORK memberfirms to represent them in the courtroom and the boardroom, next door andacross the United States and around the world. USLAW member firms are someof the most highly respected law firms in their respective jurisdictions. Eachmember firm is admitted only after substantial due diligence and is rigorouslyreviewed to ensure they meet USLAW quality service standards.

The collective expertise of USLAW member firms is impressive. National andinternational law firms, while they may have scores of offices, do not have accessto the depth of the legal resources available through USLAW. As well, ourlawyers know and respect each other. Through friendship, networking andresource sharing, USLAW attorneys develop the type of cooperation and client-focused service that corporations demand of their legal counsel.

HELD IN COOPERATION WITH TELFAThis Exchange will be held in cooperation withTELFA, the Trans European Law Firm Alliance.TELFA was founded in 1989 and born out of theneed to serve clients doing business across thejurisdictions of Europe. TELFA member firms nowhave more than 700 lawyers throughout Europe.Through the sustained commitment of itsmembers, TELFA has become one of the strongestalliances of independent law firms in Europe.

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LEGAL LEADERS ANDCORPORATE COUNSEL EXCHANGE

Registration is Easy.

REGISTRATION

EMAIL, FAX OR MAIL

MARCH 3, 2015THE LANGHAM,CHICAGO

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

Mail registration form to:Roger YaffeUSLAW NETWORKChicago Exchange 20155905 NW 54th CircleCoral Springs, FL 33067

Fax registration form to: (800) 231-9110

Email registration information to:roger@uslaw.org

Register online at:web.uslaw.org/2015-chicago-exchange/

For questions, please call (800) 231-9110, ext. 1Registration Deadline: Monday, February 23, 2015

Register online at web.uslaw.org/2015-chicago-exchange/

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Select the Primary Track you Plan to Attend...❑ TRACK ONE: PROTECTING YOUR BUSINESS IN THE DIGITAL AGE❑ TRACK TWO: ANATOMY OF A CROSS- BORDER ACQUISITION❑ TRACK THREE: DRAFTING, DEFENDING AND LITIGATING

CONTRACT CLAUSES ❑ TRACK FOUR: GENERAL COUNSEL RISK MANAGEMENT

❑ YES ❑ YESI WILL ATTEND THE SPECIAL EVENING AT THE CHICAGOSPORTS MUSEUM ON MONDAY, MARCH 2, 2015

FULL NAME (E.G., JOSEPH A. SMITH) NICKNAME ON BADGE

TITLE

COMPANY NAME

ADDRESS

CITY, STATE, COUNTRY, ZIP

PHONE FAX

EMAIL

IF YOUR STATE HAS CLE REQUIREMENTS, PLEASE SUBMIT YOUR STATE(S) AND BAR NUMBER(S)

SPOUSES AND SIGNIFICANT OTHERS OF ATTENDEES FROM THE CHICAGO-AREA ARE WELCOME TO ATTEND OURPRE-CONFERENCE EVENING EVENT ON MONDAY, MARCH 2. IF ATTENDING PLEASE PROVIDE THEIR NAME BELOW.

NAME OF SPOUSE OR SIGNIFICANT OTHER

MY SPOUSE OR SIGNIFICANT OTHERWILL ATTEND THE EVENING EVENT