Have you been Dodd-Franked?

On Thursday, December 2nd, 2010, I will be part of panel discussing some of the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act on real estate investment management firms.

The session is open to the public, but not free.

Panelists

John Schneider, Principal, KPMG LLP
Paul D. Schwartz, Partner, Goodwin Procter LLP
Doug Cornelius, Chief Compliance Officer, Beacon Capital Partners

Have you been Dodd-Franked?
If you invest other people’s money in real estate you may have been. The Dodd Frank legislation’s impact on real estate investment managers is far reaching and evolving. Our panel of experts will discuss the legislation and answer these key questions:

  • Who will need to register or unregister with the SEC and State?
  • What is the timeline for compliance and rules making?
  • Will the SEC visit you and what is their focus?
  • What is a Compliance Program and CCO?
  • What reporting will be required regardless of registration requirements?
  • How is the definition of an “Accredited Investor” changing?
  • Other timely issues such as the “Pay to Play” rules.

Thursday, December 2nd, 2010
Wilmer Cutler Pickering Hale & Dorr LLP
60 State Street, 26th Floor, Boston
Registration 7:30 a.m.; Program 8:00 – 9:30 a.m.

Cost: $50 REFA Member | $80 Non-member
Members Register Online |  Faxable Registration Form | **72 HOUR CANCELLATION POLICY**

Questions? Please call Kayla Burmeister at 617-399-7863

Salute a Veteran

U.S. President Woodrow Wilson first proclaimed an Armistice Day for November 11, 1919.

“To us in America, the reflections of Armistice Day will be filled with solemn pride in the heroism of those who died in the country’s service and with gratitude for the victory, both because of the thing from which it has freed us and because of the opportunity it has given America to show her sympathy with peace and justice in the councils of the nations…”

The United States Congress passed a resolution seven years later on June 4, 1926, requesting the President issue another proclamation to observe November 11 with appropriate ceremonies. An Act approved May 13, 1938, made the 11th of November in each year a legal holiday:

“a day to be dedicated to the cause of world peace and to be thereafter celebrated and known as ‘Armistice Day’.”

Congress amended this act on November 8, 1954, replacing “Armistice” with Veterans, and it has been known as Veterans Day since.

My thoughts go out to Marine Corps Sergeant Jason Cohen, currently serving.

Legal Enterprise 2.0 Success Story

Penny Edwards of Headshift shares a Legal Enterprise 2.0 Success Story.

Matthew Arnold & Baldwin LLP, a regional firm in the United Kingdom, put the firm’s intranet, “The Cube”, up for the Law Society’s Excellence in Innovation Awards. The firm came away with a Shortlisted Award.

The Cube is Matthew Arnold & Baldwin LLP’s adoption of Enterprise 2.0 principles.

Heloïse Paull, the firm’s marketing director and the project’s sponsor, witnessed that as the firm grew, “People relied heavily on email communication, which created exclusivity on certain knowledge. Information and knowledge became diluted in information silos. Accurate CRM and cross selling suffered. There was a decline in the social aspect of the firm.”

Mark Weston, the partner responsible for the project, explains that email is not necessarily a bad thing: It works just fine when clients email instructions to the firm for new matters. But when those instructions and other matter related communication is drowned out by internal conversation in a way that makes it hard to share valuable insights then there is a clear need to move that conversation to a different platform.

The LexisNexis Top 25 Business Law Blogs of 2010

In a clear case of voting error, LexisNexis decided to include Compliance Building in the LexisNexis Top 25 Business Law Blogs of 2010.

I’m regular reader of most of those 25 blogs and think they’re wonderful. I’m happy to be included with such great content sites.

For some reason, LexisNexis is not satisfied with just 25 top blogs. They want to continue the competition and narrow the 25 to a single best business law blog. You need to be registered order to vote.  (Registration is free and supposedly does not result in sales contacts.) Then vote by checking the box next to your favorite business law blog.

I included the 25 winners below. You should read them too and go vote for one of them.

The Business Law Blog
By Daniel J. Ryan
A blog about law, start ups and small business by Daniel J. Ryan of the Trinity Law Group.

Business Law Post
By Arina Shulga
This blog focuses on legal aspects of operating new and growing businesses.

Business Law Prof Blog
By Multiple Authors
Commentary and analysis of business law issues, from several contributors including Professor J. Scott Colesanti of Hofstra Univ. School of Law, Prof. Joshua P. Fershee of the Univ. of North Dakota School of Law, and Prof. Stefan J. Padfield of the Univ. of Akron School of Law.

California Corporate & Securities Law
By Keith Bishop
Keith Bishop, a partner with the California law firm Allen Matkins, covers California securities laws and regulations, corporate governance, the California Department of Corporations, the California Public Employees’ Retirement System, the California Secretary of State, pending legislation and rule making, quirky California laws, and other topics.

Compliance Building
By Doug Cornelius (That’s me)
Doug Cornelius blogs about compliance and business ethics, focusing on compliance issues applicable to real estate private equity firms, with occasional posts about social media, web 2.0 and knowledge management.

Conference Board Governance Blog
Editor, Gary Larkin
Worldwide business insights from the Conference Board.

The Conglomerate
By Multiple Authors
Seven Law Professors blog about business, law, economics and society, including Gordon Smith, BYU Law School, Christine Hurt, Univ. of Illinois College of Law, Vic Fleischer, Univ. of Colorado Law School, Fred Tung, Emory Law School, Lisa Fairfax, George Washington Univ. Law School, David Zaring, Wharton School Legal Studies and Business Ethics Department, and Usha Rodrigues, University of Georgia School of Law.

Corp Gov Net
By James McRitchie
Designed to facilitate the ability of institutional and individual shareowners to better govern corporations, enhancing both corporate accountability and the creation of wealth.

TheCorporateCounsel.net
By Broc Romanek and Dave Lynn
The CorporateCounsel.net is self described as the practical Corporate & Securities Law Blog.

Corporate Law and Governance
By Robert Goddard
U.K. based Senior Lecturer at Aston Law, part of Aston Business School, blogs about important developments, news and provides other corporate law and governance insights.

The Corporate Library Blog
By Nell Minow, Paul Hodgson, Dr. Kimberly Gladman, Corp. Lib. Research and Ratings Teams
The Corporate Library Blog is designed to engage readers in a conversation about current events and trends in corporate governance, risk analysis and sustainable investing.

Delaware Corporate and Commercial Litigation Blog
By Francis G. X. Pileggi
Francis Pileggi of Fox Rothchild LLP offers Delaware business litigation case summaries primarily from Delaware’s Chancery Court and Supreme Court, and provides commentary.

The D&O Diary
Published by Kevin M. LaCroix
Kevin LaCroix writes a periodic journal that contains items of interest from the world of directors & officers liability, with occasional commentary.

FCPA Compliance and Ethics Blog
By Thomas Fox
Tom Fox blogs about the Foreign Corrupt Practices Act, FCPA compliance, indemnities and other forms of risk management, tax issues faced by multi-national US companies, insurance coverage issues and protection of trade secrets.

FCPA Professor
By Mike Koehler
A forum devoted to discussing the Foreign Corrupt Practices Act by Mike Koehler, Asst. Business Law Professor at Butler University.

Harvard Law School Forum on Corporate Governance
By Harvard Law School Program on Corporate Governance
A recognized source for insights and site seeking to facilitate research and public discussion about the latest developments in corporate governance and financial regulation.

The Investment Fund Law Blog
By Pillsbury Winthrop Shaw Pittman
Updates and insights on legal issues facing investment fund managers and investors.

M&A Law Prof Blog
By Brian JM Quinn
Boston College Law School Professor Brian JM Quinn provides commentary and insights regarding Corporate Takeovers, Mergers and Acquisitions, as part of the Law Professor Blogs Network.

Nancy Rapoport’s BlogSpot
By Nancy Rapoport
This blog discusses governance in higher education, businesses, and in law firms, bankruptcy ethics, popular culture & the law, current corporation news and professional responsibility generally.

New York Business Litigation and Employment Attorneys Blog
By David S. Rich
Features questions and answers about business litigation and employment law and updates and commentary on national, New York, and New Jersey developments in these same areas of law.

PLI Securities Law Practice Center
By Kara O’ Brien
The Securities Law Practice Center provides the latest securities news, analysis and resources, featuring frequently updated content covering the latest developments in the securities field.

Race to the Bottom
By J. Robert Brown, Jr.
Race to the Bottom is a faculty and student collaborative blog that provides analysis of the laws and regulatory measures governing today’s corporations.

SEC Actions
By Thomas O. Gorman
Tom Gorman, of Porter Wright’s Washington, DC office, writes about SEC investigations, Civil and Criminal Enforcement Actions, Class Actions and Internal Investigations.

SEC Tea Party
By Robert Fusfeld
A compilation of writers provide commentary on SEC Administrative

Securities Law Prof Blog
By Barbara Black
Covers corporate law news, issues and regulatory developments relating to securities law.

Enjoy Columbus Day

Replicas of the Pinta, Santa Maria, Nina, lying in the North River, New York. The caravels which crossed from Spain to be present at the World's Fair at Chicago.

I’m enjoying Columbus Day. School is closed and the office is closed.

The Chicago World’s Fair in 1893 celebrated the 400th anniversary of Christopher Columbus’s arrival in the New World in 1492.

The Nina, the Pinta, and the Santa Maria Come to the World’s Columbian Exposition

During the fair, replicas of the Nina, the Pinta, and the Santa Maria were moored in the south lagoon of Jackson Park.

William Curtis, an official with the U.S. State Department in Spain, had proposed the idea of building replicas of Columbus’s caravels. A commission was established in Spain to build the ships and sail them to Chicago, site of the World Columbian Exposition marking the 400th anniversary of Columbus’ voyage.

Building the Santa Maria went smoothly, but the construction on the Nina and the Pinta which Americans in Spain were building, went more slowly. Instead of building new ships, the builders used the hulls of two rotting ships for the replicas of the Nina and Pinta.

The Santa Maria was finished and sea worthy by July 1892, but officials ruled that the Nina and the Pinta were not sea worthy. The Santa Maria sailed for Puerto Rico under its own steam, while two United States Navy ships towed the Nina and Pinta from Spain. All three of the replica ships were towed through the St. Lawrence River and the Great Lakes to Chicago.

After the fair, the three ships were turned over to the City of Chicago. Tourists still came to see and tour them, but the city of Chicago didn’t maintain them. The city of Chicago decided to use them in the ceremonies for the opening of the Panama Canal, sailing them from Chicago to the new Panama Canal.

The three ships ran into rough seas on Lake Michigan. The Nina and the Pinta managed to reach the shores of Lake Erie, where they had to be beached and eventually towed back to Chicago. The Santa Maria struggled on to Boston.

The idea then became to show of the ship at ports along the East Coast. But the crowds did not come.

The Pinta sank at its moorings and in 1919. The Nina caught fire and sank. In 1920, the Santa Maria was rebuilt and drew tourists until 1951, when it, too, burned.

Sources:

Organized Labor and Social Media Policies

While preparing for my presentation today on social media policies, I came a cross this great article by Seth Borden: Labor Disputes Arising out of Social Media.

Having organized labor in your workforce will complicate the creation and enforcement of a social media policy. Potential unionizing activities offer similar problems. Employers must consider traditional labor law principles when creating and enforcing workplace social media policies.

The National Labor Relations Board has issued advice on social media policies. Sears had a policy that prohibited “disparagement of company’s or competitors’ products, services, executive leadership, employees, strategy, and business prospects.” The NLRB’s Division of Advice concluded that the charge against Sears should be dismissed. However, Mr. Borden concludes that the current make-up of the NLRB is more labor friendly and could rule the other way if again presented with a similar policy.

The challenges of drafting a social media policy will be to carry the existing law involving email and surveillance limitations to the current age of web publishing. This is not a unique challenge. You can see the same challenge with FINRA in the financial services industry.

If you have organized labor in your workforce and are concerned about social media use by your employees you should spend a few minutes and read Borden’s article.

Seth Borden is a partner in the New York office of McKenna Long & Aldridge and a member of the firm’s labor and employment practice. He co-writes the firm’s blog, Labor Relations Today, covering developments in labor law.

Sources:

Image of Unfair to Organized Labor sign is by Thomas Hawk

Virtual Corporate Counsel Forum: Social Media Policies

Virtual Corporate Counsel Forum

The folks at ALM are producing an online version of their Corporate Counsel’s annual General Counsel Conferences. I’m stepping in to fill a lat minute vacancy for one session: Social Media Policies: Crafting a Uniform Policy Across your Organization and Enforcing It. I’ll be joining Valerie L. Boccadoro, Director and Senior Intellectual Property Counsel at Toys R Us. I will be sharing my social media policies database and some thoughts on the regulatory issues that affect web publishing.

Registration is free, but is only open to general counsel/in-house corporate counsel.

Here is the full agenda for the day:

9:15 – 10:15 am

Social Media: Privacy & Security (CLE Eligible)

  • Ensuring your organization’s intellectual property is safe and protected
  • Protecting your clients and your employees
  • Twitter, Linked-in and Facebook: Exposure, liability and consequences
  • Watching the web: what do you have out there and how did it get there?

Bill McComas, Esq.
Partner
Shapiro Sher Guinot & Sandler

Michele Gibbons
Partner
Mayer Brown

10:15 – 11:15 am

Selecting the Right Fee Arrangement (CLE Eligible)

In view of the high cost of litigation in the face of shrinking corporate budgets, the need to select the right fee arrangement for an organization’s disputes is becoming more and more important. Our speaker, an experienced patent litigator, will review the options available to in-house counsel and outside counsel in setting up the right kind of fee arrangement, including identifying:

  • factors involved in determining what kinds fee arrangement makes sense in the context of the particular dispute;
  • different kinds of fee arrangements which are potentially available and discussing the best circumstances for considering each kind of arrangement;
  • cost saving techniques to reduce unnecessary expenditures; and
  • best practices for matching litigation activities to client goals and resources


Charles R. Macedo, Partner, Amster, Rothstein & Ebenstein;
Author, The Corporate Insider’s Guide to US Patent Practice, published by Oxford University Press

11:30 am – 12:30 pm

Effective Information Management Improves Corporate Litigation Readiness (CLE Eligible)

Information Management means different things to different people. For corporate legal departments with increasing eDiscovery demands and decreasing legal budgets, Information Management is a way to meet eDiscovery requirements, lower their legal risk and operate within budget. Many organizations do not have a tested process and therefore expend resources and dollars beyond what is necessary. This presentation will:

  • Review current Discovery responsibilities
  • Discuss how an organization’s data infrastructure won’t lend itself to effective and efficient eDiscovery
  • Review Information Management best practices to better proactively prepare for eDiscovery

William Tolson
Director of Product Marketing/Evangelism
Iron Mountain

William F. Savarino
Partner
Cohen Mohr LLP

12:30 – 1:30 pm

The Real Rate Report: Understanding the True Drivers of Legal Costs (CLE Eligible)

CT TyMetrix, in collaboration with The Corporate Executive Board’s Legal and Compliance practice/General Counsel Roundtable, brings you the industry’s first (and only) quantitative analysis of over $4 Billion in legal spend from more than 4,000 law firms and 50,000+ individual billers. The 2010 Real Rate Report will provide corporate legal departments, claims organizations and law firms with the first reliable benchmark data on law firm pricing, staffing practices, and realized rates across geographies, practice areas, matter types and timekeeper types.

The session will discuss how putting data to work can provide perspectives on trends and practices. The session will highlight reliable benchmarks that can be used to evaluate and negotiate rates across geographies, practice areas, professional levels, and other segments, as well as other insights.


Craig Raeburn
Vice President of Product Management
CT TyMetrix

Keith Brown, Esquire
Lead Business Consultant
CT TyMetrix

1:45 – 2:45 pm

Management, Measurement and More – Best Practices for Maximizing Your Legal Spend

As many law departments continue to face budget cuts, in-house counsel are challenged to find new ways to maximize their legal spend and control costs. Join LexisNexis® CounselLink™ representatives and in-house counsel from leading law departments as they share their perspectives on:

  • The impact of the dynamic economic climate on their law departments and the reporting tools used to optimize and justify spending decisions – comparing the decline in 2009 to the predicted upward trend in 2010
  • Alternative fee arrangements and how the right data and reporting can help identify outside counsel that are underperforming
  • In-sourcing versus outsourcing legal work, and the considerations and methods to make smarter decisions
  • Managing relationships with outside counsel and how using metrics and reporting can help ease difficult dialogues and garner greater productivity

Don’t miss this opportunity to the hear best practices and first-hand experiences of our GC panelists who have found the right balance between their budget and their business needs and improved the management and efficacy of their law departments.


Mary Clark
Vice President of Law
LexisNexis

Patrick Ryan
Director of Administration
City of Chicago Department of Law

Robin Sangston
Vice President, Legal Affairs and Chief Compliance Officer
Cox Communications, Inc.

2:45 pm – 3:45 pm

Social Media Policies: Crafting a Uniform Policy Across your Organization and Enforcing It (CLE Eligible)

  • Social Media and the struggle to keep IT, compliance & legal up to date
  • Policies and protocols to monitor and manage the burgeoning communications
  • Understanding the risks involved with the technology before you dive in
  • Creating a policy beyond banning social media all together
  • Using the tools to create realistic and enforceable social networking policies

Valerie L. Boccadoro
Director and Senior Intellectual Property Counsel
Toys R Us

Doug Cornelius
Chief Compliance Officer
Beacon Capital Partners, LLC.

4:00 pm – 5:00 pm

Driving Risk Out of the eDiscovery Process (CLE Eligible)

From the obligation to identify and preserve, through to the critical processes of analysis and review, the entire eDiscovery process can be complicated and cumbersome.  Developing and executing an eDiscovery preparedness plan that is repeatable, defensible, and cost effective often presents a challenge, considering the legal risks and enormous amount of time and resources it can consume if done without the proper people, processes and tools.

This presentation will help attendees understand how their organizations can:

  • Create a foundation for an organized, systematic, and defensible approach to eDiscovery – resulting in predictable legal costs and reduced risk
  • Analyze data in the wild, and in real-time – making more informed strategic legal decisions earlier in the eDiscovery process and reducing downstream review fees
  • Create a symbiotic relationship between legal and IT – ensuring legally defensible audit trails throughout the eDiscovery process

Keith Zoellner
Chief Technology Officer
StoredIQ

Ursala Talley
Vice President, Marketing
StoredIQ

Jake Frazier
Managing Director
Huron Consulting Group

100 Best Legal Blogs

The ABA Journal is compiling its annual list of 100 best legal blogs (They use “blawgs.” I hate that term.) They would like your advice on which legal blogs you think they should include.

Use the Blawg 100 Amici form to tell the ABA Journal about a legal blog that you read regularly and think other lawyers should know about. If there is more than one legal blog you want to support, make multiple submissions.

They allow comments in the submission and will be including some of the best comments in their “Blawg 100” coverage. Friend-of-the-blawg briefs are due no later than Friday, Oct. 1.

They don’t have a compliance category and the other blogs in the practice specific category from 2009 are better choices. Feel free to include Compliance Building.

Broc Romanek’s TheCorporateCounsel.net Blog deservedly won that category last year. It was great to see a compliance-related blog win.

Social Networking Malware as Affinity Fraud

Panda Security released its first annual Social Media Risk Index for small- and medium-sized businesses. They surveyed 315 US SMBs with up to 1,000 employees during the month of July.

33 percent of these companies had experienced a malware or virus infection from social networks

23 percent citing employee privacy violations resulting in the loss of sensitive data from social networks

Panda concluded that Facebook provided the majority of the reported malware and privacy violations. That should not be a surprise since Facebook is the most widely used social media site.

I was surprised to see how high Twitter was in list of sources causing problems. Yes, Twitter was half of Facebook. But Twitter’s popularity is much less than half of Facebook. I would pin the responsibility on the widespread use of URL shorteners in Twitter. If a friend sent a link from nytimes.com, I would be much more likely to click on that link than one from nigerianmoneymakingtips.com. When the link is hidden behind the URL shortener (http://bit.ly/aBzaiB), you do not know the destination. (Tell me you didn’t click on that link?) Yes, there are many tools that will expose the URL, but that is not the default for the services.

I think the vast majority of people realize that the Nigerian banker does not really have the millions of dollars promised to you. We are more likely to click on a link sent from a friend or a stranger saying they have money for us.

That is the increased danger from social network sites. They are a type of affinity fraud, preying on those in a similar social circle.  Instead of looking directly for money, they are looking indirectly for passwords and account information.

Affinity frauds exploit the trust and friendship that exist in groups of people who have something in common. They usually enlist respected community leaders from within a group to spread the word about the scheme.

Taking this to social networking sites, the relationship are exposed through the connections memorialized in the site. The leaders are those with the most connections.

By spreading the message from compromised account to compromised account, the malware is piggy-backing on the social connections. The better infections make it look like the message is from the person and the link is tied to something of interest, like the Most Hilarious Video.

The leaders for a social networking site end up being the leaders because the message gets sent to the most people. If I mistakenly send a malware url on Twitter, only a few thousand people will be potential targets. If Chris Brogan sent the message, it would be seen by over 150,000 people. If Kim Kardashian was the sender, then over 4 million people would be on the receiving end.

I don’t think that the malware and privacy concerns should deter businesses from using these tools. You just need to recognize the additional threats. We have become better at spotting the email scams and blocking malicious emails. We just need to improve the technology and increase employee knowledge to reduce the likelihood of social network malware infections.

If You Want to Defend Your Privacy from Geek and Poke

Sources:

Active Privacy Defense by Geek and Poke