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focusPresident’s Message Brad Toney
Greetings Washington Acc chapter Members:The chapter has gotten off to another strong start this year, working with its sponsors to host several CLEs and social events in the first part of the year. Hopefully you were able to attend one or more of them. Summaries of these events are provided later in this newsletter. A key benefit of being an ACC member is partic-ipating in our chapter events, which gives you a great opportunity to network with other local in-house counsel. If you weren’t able to make any of these events, there will be many other opportunities throughout the rest of the year, so watch your inbox for event notifications or check the chapter’s web site (www.acc.com/chapters/wash/) for information on upcoming events.
The second annual Puget Sound Business Journal Corporate Counsel Awards were presented at a gala event on April 12th. In partnership with the WACC, the PSBJ gives these awards to honor the many con-tributions that in-house counsel provide to their companies and communities. You can read more about this fantastic event below. The chapter’s immediate past presi-dent, Susan Ephron, served as one of the judges on the selection panel. In addition to congratulating all of the winners and
nominees (many of whom are ACC members), I want to give a special thanks to the PSBJ for creating these awards to give recognition to a category of attorneys that often don’t get the appreciation they deserve.
Shifting gears, did you know that Washington’s RPC 6.1 encourages lawyers to perform at least 30 hours of pro bono per year, and mandates WSBA commendation of law-yers who perform at least 50 hours? Not only do no-fee or low-fee legal services for indigents and charitable organizations apply towards the annual hourly goal under this rule, but so does “participa-tion in activities for improving the law, the legal system or the legal profession.” Participation in the WACC’s Street Law program for high school students and our diversity scholarship program for law students are a couple examples of pro bono service activities, in the broader meaning, that our chapter has embraced. This year, our Diversity/Pro Bono Committee, ably chaired by Mark Maroon, will explore additional pro bono opportunities for our members. If you have any pro bono ideas that you would like to share with us, please
get in touch with Mark or me.
Lastly, as promised in the prior quarterly newsletter, I wanted to provide infor-mation on another ACC resource of which you may not be aware. The ACC provides its members with a resource called Top Ten.
As you might expect from the title, each Top Ten provides a list of ten practical con-siderations for in-house counsel relating to the covered topic. Recent Top Ten exam-ples posted on the ACC website include “Top Ten Basics for Issuing Corporate Policies,” “Top Ten Rules for Mergers and Acquisition Success” and “Top Ten Steps to Take When the FTC Investigates Your Company’s Privacy Practices.” To see if there are any Top Ten resources of interest to you, simply go to www.acc.com/legalre-sources/ and do a keyword search for “Top Ten.”
I hope to see you at an upcoming WACC event!
Brad ToneyWACC Chapter President
2Q12Inside2...“It’s deja vu all over again.”4...Recent Chapter Events5...Membership Corner!5...Article Submissions6...Diversity Scholarships 20126...ACC News
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“It’s deja vu all over again.”By James A. Merklinger, Vice President and General Counsel
The following article draws heavily on ACC Leading Practice Profile on Knowledge Management. View the full report at: www.acc.com/legalresources/resource.cfm?show=16806
Even if you don’t know who Yogi Berra is, you might appreciate that quote — unless it describes how you manage a legal department. Legal departments are full of smart people with clever ideas. If you don’t save those ideas, you might waste time re-inventing solutions. To find out how members avoid this type of inefficiency, ACC reached out to several law depart-ments that told us about their knowledge management practices.
Participants were asked to identify aspects of their knowledge management programs that they considered to be leading or best practices. Here, we’ve compiled some of these program elements.
Best Practices1. Building a corporate culture that supports knowledge management. Many participants underscored the importance of a collaborative culture in successful knowledge sharing. When the general counsel promotes a culture of sharing information across departments, touting the power of group intellect and value of collective intelligence, participation in knowledge sharing is robust. Suggestion: Encourage knowledge sharing by acknowledging contributions positively, demonstrating the impact of successful knowledge management (KM) practices on the bottom line and promoting success stories.
2. Incentivizing participation in the development of knowledge manage-ment systems. In organizations without dedicated KM attorneys, law departments that strive for collaborative participation support the implementation of reward or recognition systems. Suggestion: Don’t simply say KM is part of the job. Provide incentives for partici-pation, along with a clear message that a strong KM can free up time for attorneys.
3. Using effective knowledge manage-ment to improve the value of outside counsel relationships. Knowledge man-agement programs influence the selection of outside counsel. Suggestion: Invest in a matter manage-ment program that allows law firms to respond more efficiently and produce a higher quality product.
4. Making a paperless commitment. Two participants cite their paperless commit-ments, as facilitated by KM technology, as leading practices. Converting paper to electronic format not only saves money by eliminating the need for physical stor-age, but also expedites organization and retrieval of relevant documents and allows for secure storage.Suggestion: Identify documents that are appropriate for electronic format, but be sure to have a policy regarding printing only when necessary. If not, you’ll end up with more staff printing documents and using more paper than if you only had the documents available in hard copy.
5. Aligning knowledge management with professional development. Make knowledge management a part of the pro-fessional development plan for staff.Suggestion: Develop training. Whether it’s a live training program, an annotated precedent or a podcast, all techniques are aimed at the same goal: training and meet-ing the resource needs of lawyers on any particular topic.
6. Having dedicated knowledge man-agement attorneys. These non-practic-ing lawyers are embedded in the various practice groups, create and maintain model precedents and forms, collect and catalogue reusable work product, and update the group on legal and industry developments.Suggestion: Whether or not you assign this role will depend on your department size and need.
7. Taking a team approach to knowl-edge management. Several participants underscored that enabling and fostering individual contributions by all employees
facilitates implementation of successful KM systems. Suggestion: Bring together a diverse group to identify your KM needs and design your process. Include staff outside of legal.
8. Tying knowledge management to the client’s strategy. A key factor in success-ful program implementation is a clear KM strategy that ties into the execution of the client’s strategy. Suggestion: Include KM in the strategic planning of the client.
PeopleKnowledge management begins with people, and the ability for people to share knowledge is important to the success of a knowledge management practice. With organizations operating in multiple office locations, having systems for connecting to valuable information is crucial. Here are a few ways participants succeeded in bring-ing knowledge together.
1. Individual organizing and sharing. The Bombardier Recreational Products, Inc., law department cites a heightened interest in personal libraries and per-sonal networks tailored to individual or small group needs. Marie-Claude Simard, Senior Legal Counsel of BRP, views the personal interest in sharing knowledge as a positive step in rounding out the KM program, noting “technology is not always the best way to obtain knowledge. With technology, it isn’t always easy to get a feel for a case by just looking at files, so it is important to speak one on one. …Asking colleagues, ‘What would you do?’ cannot be done electronically.”
2. Blogs. Attorneys are increasingly utiliz-ing blogs to share their expertise with others. These blogs are used both inter-nally and externally by companies and law firms to provide added value to clients and staff. Osler shared how these blogs feature updates in the law and matters of interest to the client, keeping clients constantly attuned to the firm and its services. The blogs are saved on the various platforms of the companies and thereby create a unique set of knowledge.
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3. Ongoing dialogue. Various participants mentioned the importance of regular, scheduled contact by the groups that head KM. The feedback from different people is important to ensure that knowledge man-agement needs are addressed and handled adequately.
4. Staff participation. Successful knowl-edge management programs enable and foster individual contributions by all employees. This trend frees up time from the attorneys and allows other employ-ees to contribute and feel responsible for updating KM.
5. Open communication. One key to suc-cess is open and frequent communication between the information systems depart-ment and the legal department. Successful knowledge management relies on effec-tive, ongoing collaboration between both departments. With differing fields of expertise, attorneys and IT profession-als can be challenged to understand each other. For this reason, it is important to constantly foster good communication and cooperation between the groups.
Technology ToolsEven as I write this, I’m confident a new tool has been launched to assist you with your knowledge management challenges. In the interest of promoting the sharing of knowledge, I hope you will contact me with recommendations of tools you have found helpful so we can share the informa-tion with other members. Below are some of the technology participants identified as being used in their knowledge manage-ment systems.
1. SharePoint. Participants cited Microsoft SharePoint as a vital tool of their knowl-edge management and knowledge sharing program. Although all participants use SharePoint as a portal for sharing informa-tion and creating work group areas, the level of dependence on the software varies: Some law departments base their entire programs on the SharePoint portal, while others use it in conjunction with other soft-ware. All agree, however, that SharePoint has changed the way knowledge assets are managed. Generally, organizations that have consolidated systems and channeled them into SharePoint have found that SharePoint is easier to maintain, gives them
more leverage with vendors and facilitates searching across multiple databases.
2. Serengeti Tracker. The law departments of Symantec and Vertis rely on Serengeti Tracker to help manage outside counsel and electronic billing.
3. Shared drives. Copies of contracts, precedents, sample documents, email and research matters can all be found in shared drives at many companies. These drives allow for quick access to information and many are also full-text searchable. Several participants have created lists of key words as a group to facilitate tagging for users.
4. Open-source software. The rise of open-source business class, enterprise document and content management software, which allows businesses to try out software with-out investing in licensing fees, is significant. Free or low-cost software recommended by participants for knowledge management include Knowledge Tree, Alfresco, DNN, Drupal, Joomla! and Plone.
5. Law department intranets. The Vertis legal department relies on an intranet containing policies, entity information and legal guidelines. Johnson & Johnson’s law department’s intranet-based portal, LegalEase, facilitates sharing of informa-tion across the legal organization. Johnson & Johnson’s law department also utilizes a separate intranet to identify attorneys responsible for various areas of the law or business departments, available to all employees. The intranets contain infor-mation such as company policies, record retention policies and expert locators.
6. Document management systems (DMS). A worldwide DMS can help a company collaborate within differ-ent corporate divisions and legal areas. Legal departments often find that there is significant repetition of issues in daily practice. An integrated DMS can help law departments streamline information exchange to resolve these issues more efficiently. Cited DMS systems include DocuShare, which integrates with Outlook and can be accessed by outside counsel. Also mentioned were Interwoven and Hummingbird/Open Text DM5.2.
7. Automatic sharing. Several organi-zations explained that having the KM
program integrated into workflow is key. Systems should be simple and easy to use One participant developed a knowledge submissions system that enables users to click and send a piece of know-how directly from the document management system or email.
8. Email management. Although tools for saving and managing email are critical, several participants cite present limitations in harvesting knowledge and information from email. The use of automated tools for searching, archiving and storing email is important. Systems, such as Alfresco and GlobalRelay, allow users to save email con-tent directly to KM systems. Email tools are also becoming more important for preserv-ing data and extracting knowledge. Again, the key to success is people — knowing what to save and where, so that it’s retriev-able and useful.
9. Sample agreements and templates. Various participants catalogue sample agreements and contracts for clients, which can serve as models and cut down on attorney time. Factiva, a Dow Jones & Reuters Company that delivers business information with search tools, uses a smart precedent system from Exari. This “smart” web-based XML system allows lawyers to draft templates that the sales team can use. The system frees up attorneys’ time by eliminating calls from sales, asking for a first draft of a contract for a client. When the company amends templates and creates new ones, the lawyer responsible for the program inputs changes into the system.
ACC recently launched the ACC Contract Advisor, a contract database that provides model contracts and sample clauses, and allows users to benchmark their existing contracts against a database of similar contracts, to determine how similar or divergent the contract is from the collec-tion. This “wisdom of the crowd” can be accessed by members online at www.acc.com/contracts.
Don’t forget, ACC is one big source of knowledge, by in-house counsel, for in-house counsel. Access the knowledge of your peers at www.acc.com. If you have comments, questions or wish to add knowledge to this article, please contact me: James A. Merklinger, Vice President and General Counsel, [email protected]
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Recent chapter EventsJanuary �1, �01�CLE Presentation, sponsored by Lane PowellLane Powell OfficeOn January 31st, Lane Powell attorneys Steve Winters and Parna Mehrbani gave a great presentation on How to Negotiate Complex License and Business Agreements. They covered price/risk alloca-tion, noting that clients often have price terms worked out before they’ve considered allocating risk. They also gave some good pointers on using various contract tools/provisions for allocating risk and identified a number of different deal structures, along with some pros, cons and pitfalls – including how to avoid creat-ing an accidental franchise. Finally, they covered IP, non-disclo-sure/confidentiality, dispute resolution, and bankruptcy provi-sions and shared a number of drafting tips and excellent checklists for contract drafting. We had a great turnout and engaged audience. The presentation will be posted to the chapter website. Thanks to Steve, Parna, and Lane Powell for their support of ACC!
february ��, �01�CLE Presentation, sponsored by Blake, Cassels & Graydon LLPFairmont Olympic HotelOver breakfast on February 24th, Francis Chang and Dana Siddle of Blake, Cassels & Graydon LLP lead an interactive discussion on Canada’s new Anti-Spam Legislation (“CASL”) at the Fairmont Olympic Hotel Seattle. CASL will establish one of the most strin-gent anti-spam regimes in the world. It will apply to all “commer-cial electronic messages” (CEMs) that include not only email but also text messages, instant messages and messages sent through social networking sites. Failure to meet CASL’s CEM requirements may lead to significant liabilities for a business. We thank Francis and Dana for providing the group with valuable information on such an interesting topic.
March 8, �01�Social, sponsored by Applied DiscoveryPearl Bar & DiningThe WACC held its first social event of the year on March 8th at Pearl Bar & Dining in Bellevue, WA. The event was sponsored by Applied Discovery, an electronic discovery service pro-vider specializing in helping their clients better manage the discovery lifecycle – from pre-litiga-tion consulting to data collection and forensics to data culling, review and production (including Managed Review services). Applied Discovery is a member of the ACC Alliance, and the recom-
mended discovery and legal professional services organization for the ACC. Approximately 30 WACC members enjoyed the networking, heavy appetizers, and cocktails well into the evening.
March �9, �01�CLE Presentation, sponsored by Foster Pepper PLLCFoster Pepper OfficeOn March 29th, Foster Pepper hosted a CLE event on “High-Stakes IP and Employment Protections”. Foster Pepper attor-neys Jeff Frank, Steve Peltin and Joel Ard, along with Kate Ross, Vice President – Legal at Wizards of the Coast (and fellow ACC member!), acted out a very real-world experience where certain key technical and sales employees had just announced that they were leaving the company and going to work for a competitor. In talking through the issues, the panelists provided practical tips on how to handle such a situation and how to put your company in the best possible position to protect its valuable IP from ever-increasing employment risks. The CLE was followed by a recep-tion, giving the attendees an opportunity to talk directly with the panelists and network amongst themselves. Thanks to Foster Pepper for putting on an informative and engaging presentation!
April 1�, �01�Puget Sound Business Journal Corporate Counsel AwardsGrand Hyatt SeattleThe Washington ACC Board sponsored a table at the annual Puget Sound Business Journal’s Corporate Counsel Awards Event on April 12 at the Grand Hyatt in downtown Seattle. Over 300 people attended the event, which honored 13 outstanding in-house counsel, including WACC Board member Jolene Marshall. Jolene, who provides in-house advice for White Pages, Inc., was
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Membership corner!We would like to welcome our newest Washington State Chapter Members:
Laurel Buckner, General Counsel & Corporate Secretary, SonicWALL, Inc.
Melinda Burrows, Corporate Compliance & Ethics, T-Mobile USA, Inc.
John Eldridge, Senior Legal Counsel, Clark Public Utilities
Daniel Hadjinian, Corporate Counsel, InfoSpace, Inc.
claire Keeley, VP & General Counsel, Corbis Holdings, Inc
Geralyn Kidera, General Counsel, Regency-Pacific Management LLC
Diankha Linear, Senior Corporate Counsel, Expeditors International of Washington, Inc.
collen Martin, In-Transition, Attorney
Nathan McLellan, Contracts/Risk Manager, Legal Dept, Global Diving & Salvage, Inc.
Michael Miller, VP and AGC, Consumer Legal Group, Amazon.com
Nancy Norton, Associate General Counsel, Parallels Inc.
Melissa Pearlstein, Contracts Specialist, Tableau Software
Kelly schmitt, SVP, Operations and General Counsel, Screenlife
Julia shemesh, Deputy General Counsel, Crowley Maritime Corporation
Richard sohn, Associate General Counsel, Vulcan Inc.
Walter Tabler, Executive Director and General Counsel, Puget Sound Pilots
suzanne Webb sainato, Vice President and Chief Compliance Officer, Symetra
clay West, Attorney
Is your legal department lonely? Are your colleagues stuck in their offices? Feeling isolated from the legal community? Join the Washington Chapter of ACC today and encourage your colleagues to do the same! Chapter membership is reaching new heights — we have 430 members from nearly 200 companies across the state, but we’d like to have more! Get access to the invaluable ACC InfoPAKS, the ACC Docket, and most importantly, opportuni-ties to meet with other corporate counsel at Chapter CLEs and fun events! Contact Erik Anderson, Membership Committee Chair, at [email protected] for more information.
celebrated as the “Rising Star” of 2011. We couldn’t be prouder of her.For a complete list of honorees, click here. (Link to: http://www.bizjournals.com/seattle/blog/�01�/0�/�01�-cor-porate-counsel-winners-announced.html?page=all.
April �6, �01�Social, sponsored by TerisOn April 26, WACC and Teris hosted a networking social event at the Seattle Art Museum. Approximately 35 attend-ees mingled and enjoyed drinks and Polynesian-inspired fare before docent-led tours of Gauguin & Polynesia: An Elusive Paradise. Seattle was the only U.S. stop for the exhibition, which included a number of Gauguin’s color-ful and evocative works as well as examples of Polynesian art that inspired him. The docents took two groups of WACC members through the exhibition, highlighting particular pieces and provid-ing thoughtful commentary on how Gauguin’s personality and
experiences were reflected in his work. Tours lasted an hour each and afterwards attendees were invited to go back and explore the galleries on their own. WACC would like to extend a special thanks to Seattle Art Museum for helping to arrange this event.
Article submissionsIf you are interested in submitting articles for inclusion in future newsletters, please contact Nerissa Lawford at
Board Members and contacts
6 Washington Chapter FOCUS 2Q12
President Brad ToneyClassmates Media [email protected] Past Presidentsusan EphronSafeco Corporate [email protected] MarchantClearwire Corporation425-216-7815michelle.marchant@clearwire.comTreasurerJohann [email protected] Membership chairErik AndersonLiberty Mutual Insurance [email protected] President DiversityMark MaroonStarbucks Coffee [email protected] of DirectorsJames Doane Costco Wholesale CorporationCorporate Counsel 425-427-7194 [email protected] JohnThe Boeing [email protected] Jolene Marshall WhitePages, Inc.Corporate Counsel 206-973-5140 [email protected] chairsaloni MavoniClearwire [email protected] VolkleMarine Resources Group, [email protected] Diana Young F5 Networks, Inc.Corporate Counsel 206-272-6705 [email protected] AdministratorNerissa LawfordACC Washington [email protected]
Board Members and contactsBoard Members and contacts
Acc News
Diversity scholarships �01�
Once again, WACC awarded scholarship grants to diverse law students with an interest in corporate law at the three law schools located in the State of Washington. Jacqualyne Walker is the recipient from Seattle University School of Law. She stated: “As a biracial woman, I have experienced a life full of unique and amazing experiences that I aspire to share with others. With my background, I will add to the growth of the diversity of the legal profession so that it may reflect the rich diversity of our society.”
Sean B. Plunkett is the recipient from the University of Washington School of Law. He stated: “As an active member of the Filipino Lawyers of Washington association and serving as the Director of Mentorship of the Asian Pacific American Law Student Association, I am now doing what I can to increase the diversity in the legal community in what I feel is my role in the effort: assisting others who may feel as though they do not fit into the mold of traditional legal community to succeed in law school and pursue their goals in the legal profession.”
Gerrard A. Briceno is the recipient from Gonzaga University School of Law. He stated: “Starting in high school, I can remember a deep interest in entrepreneurship developing… I was employed during my entire college years, sometimes at two jobs varying from a law firm, to retail, construc-tion and a car dealership… My experiences have not only prepared me for a business and corporate environment, they have me looking forward to a great career.”
Each of the three students will receive a scholarship award of $2,500. WACC has made similar grants over the past six years, and hopes to be able to do the same in the coming years.
Board Members and contacts
Acc’s �011 census Report Available Based on responses from over 5,800 in-house counsel representing more than 4,100 companies, ACC’s 2011 Census Report provides unique insight into the in-house counsel community, with details on compensation, demo-graphics and law department structures.
Among the key findings included in the report:One-third (37 percent) reported that their organization’s compliance departments report to the general counsel.Almost all (90 percent) respondents personally manage outside counsel retained by their law departments.Forty percent (40 percent) worked as an attorney in a law firm or in other non-in-house legal position for five years or less prior to becoming in-house counsel.
Why should you consider purchasing the report?Evaluate your department’s use of outside legal counsel in relation to cur-rent trends. How often do your peers go to firms and what for?Assess your compensation compared to your peers. Did you see the same increases as the rest of the in-house community?See how similar organizations structure their legal departments. Is your department structured centrally or across business units? What are other companies doing and why?
The full report is available for purchase. Learn more at www.acc.com/census.
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