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In-House Counsel Committee Reports

March 3, 2005

    I. The In-House Counsel Committee will conduct its 2005 joint luncheon seminar with the Detroit Chapter of the Society of Corporate Secretaries and Governance Professionals (previously the American Society of Corporate Secretaries) and the Michigan Chapter of the Association of Corporate Counsel (previously the American Corporate Counsel Association) at the Skyline Club on April 14, 2005, at 11:30 AM. The topic for this year's luncheon seminar will be "The Essentials of the Corporate Secretary Function." The speakers will be:

    • Nancy Polis, Secretary of General Motors Corporation
    • Paul Marcela, Associate General Counsel Paul Marcela, Associate General Counsel &
    • Nicholas Stasevich, Partner, Butzel Long

    Nancy will speak from the perspective of a large public company, Paul will speak from the perspective of a large private company and Nick will speak from the perspective of a small private company that retains its corporate secretary from the ranks of one of its principallaw firms.

    The fee charged to members of the three organizations who attend the luncheon seminar will approximate the per person cost of the event. This will differ from the March 24, 2004 joint luncheon seminar when each organization subsidized the cost for their membersin attendance at the event.

    The Business Law Section portion of the 2004 subsidy is $1,412. An expense report for this amount will be submitted so that payment from the Business Law Section can be provided to the Detroit Chapter of the Society of Corporate Secretaries and Governance Professionals in reimbursement of amounts previously paid by that organization on behalf of the Business Law Section for its portion of the 2004 event expenses.

    II. The Mid-Year Meeting of the Business Law Section will again feature an In-House Counsel Track from 11:15 AM to 12:30 PM on Saturday, June 4. 2005. The two topics will be:

    • The Art of Supervising and Managing Litigation by Outside Counsel—10 Best Practices
    • What We Do to Satisfy In House Counsel and keep the Business: An Outside Lawyer Reveals All

    III. The next issue of the Michigan Business Law Journal will contain articles by at least two In-House Counsel members. The Michigan Chapter of the Association of Corporate Counsel was helpful in solicitingcontributing authors for this issue.

December 4, 2004

    The In-House Counsel Committee plans to co-sponsor an educational event in April of 2005 with the Detroit Chapter of the American Society of Corporate Secretaries and the Michigan Chapter of the Association of Corporate Counsel. The topic for this session will be along the lines of "The Corporate Law and Practical Essentials of the Corporate Secretary Function." The idea is that many practitioners, both in law firms and in corporate legal departments, do not know or understand the roles and responsibilities of the corporate secretary even though the corporate secretary implements key corporate law concepts and corporate governance principles. There will be a need for some financial support for this session by each of the three sponsoring organizations, as there was for the joint educational session conducted last year.

    The In-House Counsel Committee would also be willing to provide a panel discussion at the Business Law Section mid-year meeting in Mt. Pleasant in May of 2005.

September 23, 2004

    The In- House Counsel Committee co-sponsored an educational event on March 24, 2004 with the Michigan Chapter of the Association of Corporate Counsel and the Detroit Chapter of the American Society of Corporate Secretaries. This event, which covered practical implementation aspects of Sarbanes-Oxley, was attended by 100 attorneys, 58 of which were members of the Business Law Section. The speakers at the program were Patrick Daugherty (Foley & Lardner), Justin Klimko (Butzel Long), Donald Kunz (Honigman Miller) and Bryan Williams (Dickinson Wright). The event was held at the Skyline Club in Southfield. The Business Law Section's portion of the total cost of the event is $1,412. This amount should be paid to the "Detroit Chapter—ASCS" as soon as possible.

    The In-House Counsel Committee sponsored a panel discussion at the Business Law Section mid-year meeting in May, 2004 in Mt. Pleasant. The topic of for the panel discussion related to roles and responsibilities of corporate counsel. The panelists were Elisa Garcia (General Counsel of Domino's), Chris Viegas (Associate General Counsel of AAA—Michigan), Tom McCormick (Assistant General Counsel at Dow Chemical) and Paul Marcela (Associate General Counsel at Dow Corning).

    Additional programs of interest to corporate counsel members of theBusiness Law Section will be planned in the future.

May 22, 2004

    No report.

March 4, 2004

    No report.

December 6, 2003

    1. Budget Request for 2003-2004:

    $3,000.00–$5,000.00

    2. Use of Budgeted Funds in 2003-2004:

    Expenses of three events for In-House Counsel members of the State Bar of Michigan.

    The first of these events would be a luncheon in March, 2004 to be jointly sponsored by (a) the Detroit Chapter of the American Society of Corporate Secretaries, (b) the Michigan Chapter of the American Corporate Counsel Association and (c) the Business Law Section of the State Bar of Michigan. The venue for this event would be the Skyline Club in Southfield and the topic would be "Sarbanes-Oxley: Practical Implementation Issues." This topic would be discussed by a panel of three people, a Secretary of a public company, a General Counsel of a public company and a securities law practitioner. RR Donnelly Financial Printers is being approached for additional sponsorship support. The target week for this program is the week of March 8.

    The second of these events would be a reception, breakfast or lunch for the In-House counsel members of the Business Law Section who will be attending the 2004 Mid-Year Meeting in Mt. Pleasant. The Michigan Chapter of the American Corporate Counsel Association is interested in co-sponsoring this event.

    The third of these events would be a networking and/or educational event for In-House Counsel members of the State Bar of Michigan to be held in connection with the 2004 Annual Meeting of the Business Law Section held in conjunction with the Annual Meeting of the State Bar of Michigan in the fall of 2004.

    3. Next Scheduled Meeting of the Committee

    The In-House Counsel Committee does not have formal meetings.

    4. Council Approval

    Approval to proceed with the programs identified in item 2 above is requested.

    5. Membership

    An effort will be made to contact members of the Michigan Chapter of the American Corporate Counsel Association in order to solicit interest in membership in the In-House Counsel Committee. Both groups have common interests and goals.

    6. Accomplishments Toward Committee Objectives

    The concept of joint sponsorship of activities with other organizations with common interests has been advanced through the Committee chair's discussions with governing boards of such other organizations. These discussions are resulting in a willingness of such other organizations to jointly sponsor programs of the type mentioned in item 2 above.

    7. Meetings and Programs

    See response to item 3 above.

    8. Publications

    None. However, guidance is requested with respect to In-House Counsel Committee's opportunity to be primary contributor to an issue of the Business Law Journal at a pre-established time in the future.

    9. Legislative/Judicial/Administrative Developments

    Not Applicable.

    10. Miscellaneous

    Report submitted by: Paul Marcela, Chair of In-House Counsel Committee

September 11, 2003

    1. Next Scheduled Meeting of the Committee

    I have not conducted meetings of the members of the Business Law Section who have signed up for the In House Counsel Committee. I would like to plan a meeting of the members of the Committee at the Mid-Year meeting of the Business Law Section in Traverse City in May, 2004 coupled with a social hour to provide some networking time for the members in attendance. I would like to discuss this idea with the Business Counsel at the September 11 meeting in Lansing. In order to better organize the Committee and conduct meetings of the Committee, I would welcome the Council's thoughts on the basic purpose of the Committee. It would not be productive to duplicate the purpose of the Michigan Chapter of the American Corporate Counsel Association. It seems that the purpose of the In-House Counsel Committee should be to identify particular substantive issues of interest to corporate practitioners.

    2. Council Approval

    As Membership Chair of the Detroit Chapter of the American Society of Corporate Secretaries ("ASCS") and Immediate Past President of the Michigan Chapter of the American Corporate Counsel Association ("ACCA-MI"), I would like to propose a joint meeting of those two groups with the Business Law Section in early March, 2004. My idea would be for the three organizations to sponsor an early evening event which would consist of a networking/cocktail hour followed by a presentation by a large company General Counsel and/or Corporate Secretary. The topic would be something of interest to all three groups, probably in the area of corporate governance (e.g. practical aspects of implementing Sarbanes-Oxley). Implementation of this concept would require financial support from the sponsoring organizations. Each organization would also charge their members a fee of approximately $20 to participate in the event. The participation fees plus sponsoring organization support should more than adequately fund a nice networking and substantive law presentation event. I would like the Council's approval to proceed with this concept.

    3. Membership

    Following the joint event described in item 2 above, I would encourage ASCA, ACCA-MI and the In House Counsel Committee to share their membership lists with one another for use in recruiting new members for the respective organizations. The idea is that each of these three organizations should have a fair amount of their membership in common, and it would seem that each organization would benefit from common membership as long as there is not a common purpose for all three organizations. The result should be enhanced membership for all three groups.

    4. Accomplishments Toward Committee Objectives

    Implementation of the goals identified above should result in a more pro-active In House Counsel Committee.

    5. Meetings and Programs

    See above.

    6. Publications

    None.

    7. Legislative/Judicial/Administrative Developments

    None.

    8. Miscellaneous

    None

    Paul A. Marcela

May 17, 2003

    No report.

March 6, 2003

    No report.

December 7, 2002

    No report.

September 26, 2002

    No report.

May 18, 2002

    The In-House Counsel Committee jointly sponsored a seminar with the Creditor Rights Committee, along with ACCA of Michigan. It was very well attended and well received and featured 2 council members as speakers, along with other experts in the field of creditor rights.

    Vicki Martin Anderson

March 7, 2002

    The In House Counsel Committee is jointly sponsoring a half day seminar on Bankruptcy issues with the Creditor's Right's committee and Michigan ACCA. It will take place this Spring in the Detroit metro area and members of the Business Law Section as well as ACCA members will be sent invitations to attend. Ms. Martin Anderson has written an article that will be included in the next issue of the Business Law Journal.

    Vicki Martin Anderson

December 8, 2001

    No report.

September 12, 2001

    No report.

May 19, 2001

    The In-House Counsel and Commercial Litigation Committees jointly sponsored a panel discussion/seminar on Attorney-Client Privilege and the Corporate Client. Several members from each Committee participated as panelists, along with judges, academics, and legal ethics experts. The Chair is soliciting Committee members for articles that could be published in the next issue of the Business Law Journal.

March 1, 2001

    The Commercial Litigation Committee and the In-House Counsel Committee are jointly sponsoring a program on "Attorney-Client Privilege and the Corporate Client," scheduled for March 20, 2001. The format will be a "round table" type discussion during which the panel will develop the issues by commenting on hypothetical situations that are both prepared in advance and expanded upon during the discussion. The panelists include judges, in-house counsel, outside litigation counsel and a law school professor. Invitations were sent out during the week of February 5, 2001. On February 15, 2001, members of both committees and the panelists participated in a prep session during which ideas and possible hypotheticals were reviewed.

December 2, 2000

    The IHCC held a joint meeting with the Commercial Litigation Committee on September 20, 2000 in conjunction with the State Bar meeting. Other than the Dow Corning members, no IHCC members attended. However, the committee list serv is up and running and has been used by members to solicit suggestions for outside counsel and for discussions of the best way to handle various legal issues.

    The next activity planned will be a joint seminar with the Commercial Litigation Committee in Spring of 2001. The topic of the seminar will be attorney-client privilege issues for the in-house counsel. The setting will be a panel with a moderator and the panel will be prepared to discuss various hypotheticals that the committee membership creates based on real-world situations.

    Other news: The Chair of the IHCC was appointed to the Business Law Section Council at the State Bar meeting.

    This report is being copied to the membership of the IHCC to put them on notice of the planned meeting and to ask them to contact me for further information if they are interesting in participating in the planning for the seminar or suggesting panel members and hypotheticals for the seminar.

March 4, 2000

    The In-House Counsel Committee has completed a survey of prospective members and created a distribution list based on responses received from that survey. The next step will be to plan our first sin-person meeting. I am working with the president of the Mid-Michigan ACCA chapter to try to be a coordinated first meeting of both groups, hopefully at the Mid-Year Meeting of the Business Law Section in Traverse City. The thought is to take advantage of the fact that this is an attractive location that draws many of the people who expressed interest in joining and the new ACCA chapter. I would like to use a meeting room for this activity meeting listed both on the website and in any future mailings to the Business Law activities at the Mid-Year meeting. I may also be able to provide a speaker the meeting a little more content.

December 4, 1999

    As part of the In-House Counsel Committee's recruiting activities, information was collected from ACCA Michigan regarding the names of in-house counsel in Michigan who are potential members of the In-House Counsel Committee. This information, along with a proposed survey to be sent to those people and posted on the Business Law website, is being processed and, hopefully, the survey will go out soon.

    Vicki Martin-Anderson

     

 

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