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Day 2 | Back to the Future: In-house Practice in a Post-pandemic World (2022 Corporate Counsel Section Program)

8:55        Welcome and Introductions

9:00        Pre-suit Disputes: Advising Your Board of Directors

Heather B. Adams, First Citizens Bank, Raleigh (Moderator)
Michael W. Mitchell, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh
Robert W. Shaw, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh

When significant litigation is threatened or on the horizon, boards of directors sometimes struggle with their role. What is their fiduciary responsibility to oversee pre-litigation and litigation strategy? When and how do the attorney-client privilege and work-product protection apply? What are best practices in documenting board oversight and delegation of authority when litigation is threatened? What is in-house counsel's obligation to the board of directors in navigating pre-litigation disputes? The panelists provide an overview of the legal framework, best practices, and issues to watch out for in helping the board of directors and senior management address and resolve disputes when litigation is threatened.

10:00      Break

10:10      Brave New Deals

Kelly C. McKeon, Holland & Knight LLP, Stamford, CT (Moderator)
Lindsay A. Sheehy, Holland & Knight LLP, Stamford, CT
Shandra N. Stout, Collins Aerospace, Charlotte

Whether your company engages in frequent merger and acquisition (M&A) transactions or is considering a transaction for the first time, M&A calls for close teamwork and collaboration with trusted outside counsel to guide a company through the process. This session discusses current trends in M&A, focusing on a typical acquisition by a strategic buyer, and how in-house lawyers and outside counsel can collaborate to guide transactions effectively and smoothly to closing.

11:10      Break

11:20      New World Order at Work

William J. Anthony, Blank Rome LLP, New York, NY
Sidney O. Minter, Advance Auto Parts, Raleigh

Hear in-house and outside counsel discuss implications for employers and the legal department around burgeoning concerns in the workplace, including the transition to remote work and how this impacts everything from career-development concerns to real estate holdings.

12:20      Adjourn



Thank you

Thank you for joining us for Back to the Future: In-house Practice in a Post-pandemic World (2022 Corporate Counsel Section Program).

Contributors

  • Heather B. Adams

    Heather B. Adams is currently with Parry Law PLLC in Chapel Hill. She was formerly with First-Citizens Bank & Trust Company. Heather has 20+ years' experience handling nationwide litigation, including financial services, antitrust, employment, trade practices, securities and other disputes -- including class actions, multi-district litigation and governmental investigations.

    Heather is also the author of two novels, Maranatha Road and The Good Luck Stone. Winner of the Rose Post Creative Nonfiction Award, Carrie McCray Literary Award, and James Still Fiction Prize, her short fiction appears in The Thomas Wolfe Review, Atticus Review, The Petigru Review, Broad River Review, and other literary journals.

    Heather received her A.B. degree in English from Duke University in 1995 and her J.D. degree from Duke University School of Law in 1998.

  • William J. "Will" Anthony

    William J. "Will" Anthony is a partner at Blank Rome LLP in New York, NY. He focuses his labor and employment practice on class, collective, and multi-party actions, including a broad spectrum of federal and state law wage and hour claims. He has successfully defended against actions alleging misclassification of independent contractors, misclassification of employees,"off the clock" work, failure to properly calculate the regular rate of pay, and similar claims. He also has defended class claims under the Fair Credit Reporting Act and discrimination statutes. In addition, Will represents organizations in single-plaintiff cases alleging discrimination, harassment, wrongful termination, and breach of contract.

    Will has litigated cases in over fifteen states and has trial experience in Connecticut, New Jersey, Tennessee, Pennsylvania, and Montana. His trial experience includes defense of class, collective and single plaintiff actions before juries, judges, and arbitrators.

    Will has extensive experience advising clients on the full range of employment law issues and provides training on management skills, discrimination, harassment, and wage and hour laws. He is a frequent speaker on employment law topics in front of a broad range of live and remote audiences.

    Will earned his B.A. from Hamilton College and his J.D. from Boston University School of Law.

    Click here for more information about Will.

  • Jennifer M. Ball

    Jennifer M. Ball (planner) is a Senior Corporate Counsel with Grifols in Research Triangle Park, NC, supporting U.S. commercial business units for a global, publicly traded pharmaceutical company. Previously, Ms. Ball held in-house roles at Rho, a clinical research organization, and Syngenta, a global agribusiness, and served as an associate attorney at Hutchison PLLC in Raleigh and Richards, Layton & Finger, P.A. in Wilmington, Delaware. She is a member of the North Carolina Bar Association’s Corporate Counsel Section Council.

    Jennifer earned her B.S. in Biology from University of North Carolina at Chapel Hill and her J.D. from University of Virginia School of Law.

    Click here for more information about Jennifer.

  • Clara R. Cottrell

    Clara R. Cottrell is Assistant General Counsel, Compliance & Privacy for BASF Corporation in Research Triangle Park, North Carolina. As part of the Legal Compliance group, she spends her time exploring and implementing data privacy and protection strategies for the company and in relation to the many digital projects, products, and initiatives across the varied business industries serviced by BASF. She also acts as US support on global and regional projects for data privacy and protection issues.
    Clara received her B.S. in Biochemistry from North Carolina State University and went on to earn her J.D. from Wake Forest University. After law school, Clara clerked for the Honorable Judge Ben Tennille (retired) in the North Carolina Business Court. A registered patent agent, Clara was in private practice at Smith Moore Leatherwood, now Fox Rothschild, in Greensboro, NC, before joining BASF in July 2013. Clara moved into her current data privacy role in January 2020. Clara continues to volunteer her time with Wake Forest University School of Law as a mentor and as a member of the Rose Council for young alumni. She is also actively involved in the North Carolina Bar Association with the Corporate Counsel Section (past Section Chair) and the Privacy and Data Security Section (Council member) as well as Chairing the NCBA CLE Committee and being a member of the NCBA Membership Committee. Clara has been named a 40 Under Forty by The Business Journal, a 2013 Legal Elite Young Guns Best Under 40 and a North Carolina Super Lawyers Rising Star. 

  • Michael Kraslow

    Michael "Mike" Kraslow is head of US Venture Capital – Mirae Asset in New York. Mike's responsibilities include sourcing, evaluating, and executing venture investments. Relevant crypto and web 3.0 investments include Falconx and Figment.

    Prior to Mirae, Mike worked at Amex Ventures, the corporate venture arm of American Express, where he focused on sourcing and executing B2B Fintech investments. Mike also worked as an investor at CourtsideVC, an early-stage venture fund focused on sports and entertainment, and Lightyear Capital, a mid-market private equity fund focused on financial services. Mike began his career at BlackRock.

    Mike has also started two companies including RecyleUp, a mobile recycling platform designed to decrease the amount of food packaging waste.

    Mike received a B.B.A. degree with high distinction, from the Stephen M. Ross School of Business. He also received his M.B.A. degree with Dean's Honors from Columbia Business School.

  • Deana A. Labriola

    Deana A. Labriola is a partner at Fox Rothschild LLP in Raleigh. Deana is an experienced corporate transactional attorney who centers her practice on mergers, acquisitions and debt and equity financing deals. She routinely serves as lead counsel to sellers and buyers in connection with the sale of operating companies to or on behalf of strategic purchasers, private equity investors and management/owner teams. She also assists businesses with corporate governance structuring, development initiatives and expansion opportunities.

    For a number of closely held companies in North Carolina and beyond, Deana serves as outside general counsel. In that role, she is a trusted adviser for the business, guiding owners, management and board members on legal, transactional and governance issues to meet the needs of the enterprise. She is well versed in helping businesses and business owners navigate the wide range of matters where legal and operational considerations intersect, including board alignment, employee incentives, debt and equity transactions and business succession.

    Prior to joining Fox Rothschild, Deana served as the Raleigh office's Geographic Team Leader and led the Technology Practice at a North Carolina regional law firm.

    Deana earned her B.A from University of Indianapolis, M.A. from The Catholic University of America and her J.D. from Catholic University of America, Columbus School of Law.

    Click here for more information about Deana.

  • Erika Levin

    Erika Levin is a partner at Fox Rothschild LLP in New York, NY. She is a member of the firm's International Arbitration group and focuses her practice on resolving high-stakes commercial disputes with an international component, with an emphasis on Latin America and Asia.

    A former general counsel for a litigation finance company, Erika pairs her legal experience with an investor mindset to provide invaluable perspectives into this burgeoning industry. She understands the needs of clients seeking funding as well as the goals of the companies and investors providing the financing. She serves as a key contact at the firm for individuals seeking such counsel.

    Erika also has extensive experience in cross-border litigation, as well as enforcement and asset recovery. A Fellow of the Chartered Institute of Arbitrators, Erika serves as an arbitrator for many of the leading arbitral institutions.

    Prior to joining Fox, Erika was a partner in the New York office of an international law firm. She previously served as Senior Vice President and General Counsel for an international litigation finance company.

    Erika earned her B.A from Rutgers University and her J.D. from Rutgers Law School.

    For more than a decade, Erika has taught courses in international commercial arbitration and fashion law, as an adjunct professor at Rutgers University School of Law. She has also taught LL.M. courses in comparative corporate law at the Swiss International Law School and has served as a guest lecturer in international arbitration courses at Harvard University, Columbia University, the University of São Paulo and the Pontifical Catholic University of Rio de Janeiro.

    Erika is a dual citizen of the United States and Brazil.

    Click here for more information about Erika.

  • Lori D. Mahmoud

    Lori D. Mahmoud is a Director and Assistant General Counsel in-house with MUFG Union Bank NA in Raleigh, where she manages the Procurement Legal Team and specializes in FinTech, innovation, payments strategy, and corporate transactions.

    Lori is a member of the North Carolina Bar Association's Corporate Counsel Section Council, Minorities in the Profession Committee, Wake County Bar Association Memorials Committee Member, Leadership Council on Legal Diversity (LCLD) 2016 Fellow, LCLD Success in Law School Mentorship Program City-Lead and Mentor, LCLD Finance Committee Member, and active volunteer attorney for various programs in the career services offices at UNC School of Law, NCCU School of Law, and Campbell University Law School.

    Click here for more information about Lori.

  • W. Christopher "Chris" Matton

    W. Christopher "Chris" Matton is General Counsel at Passport in Charlotte. He oversees all legal operations and support the company's efforts to expand its products and services to more cities across North America.

    Prior to joining Passport, Chris had a near eleven-year tenure as General Counsel at Bandwidth, a cloud communications company. In his role at Bandwidth, Matton helped scale the company internationally, and oversaw a successful IPO. Prior to Bandwidth, Matton was a partner at the law firm Kilpatrick Stockton LLP (now Kilpatrick Townsend) where he represented companies in the software, telecommunications and life sciences industries.

    Chris earned his B.S. in Economics from The Wharton School of the University of Pennsylvania and his J.D. from Wake Forest University School of Law.

    Click here for more information about Chris.

  • Christine M. Mazzone

    Christine M. Mazzone is Senior Legal Counsel at Lenovo in Morrisville where she supports the company's North American business. She has been in-house counsel for over 20 years with a variety of technology, life sciences and manufacturing companies.

    Christine is an active member of the North Carolina Bar Association Corporate Counsel section, currently serving as Chair of the section with previous positions of Vice Chair, Secretary and Treasurer.

    Christine earned her B.S. from Cornell University and her J.D., magna cum laude, from Boston College Law School.

    Christine lives with her husband Erik in Durham and in her spare time enjoys reading, jigsaw puzzles and movies.

    Click here for more information about Christine.

  • Kelly C. McKeon

    Kelly C. McKeon is an associate of Holland & Knight LLP in Stamford, CT. Kelly is a member of the Corporate Services Team. She regularly represents public and private companies as well as private equity funds and their portfolio companies in mergers, acquisitions and dispositions, financings and other commercial transactions. She also represents clients in a wide variety of corporate governance and general corporate matters.
    Kelly received her B.A. degree, cum laude, from Muhlenberg College and her J.D. degree, summa cum laude, from Quinnipiac University School of Law.

    Click here for more information about Kelly.

  • Kristen P. Miller

    Kristen P. Miller is Vice President, General Counsel & Compliance Officer at Global Lending Services LLC in Greenville, SC.

    Kristen spent the first eight years of her legal career in private practice in a large North Carolina-based law firm. As a partner in that firm, she practiced as a litigator and a creditor's rights/ bankruptcy attorney representing both commercial and consumer creditors related to secured and unsecured credit accounts. Kristen focused on the areas of collection, foreclosure, bankruptcy, workouts and restructuring.

    In January 2017, she left private practice and moved to Greenville, SC to join Global Lending Services as the company's General Counsel. In this role, Kristen supports the legal needs of all of the organization's business units. In 2020, Kristen assumed responsibility for the company's Compliance and Quality Assurance functions as well.

    Kristen holds a Bachelor of Arts degrees from Miami University in both Political Science and Sociology. She also holds a Doctor of Jurisprudence from Wake Forest University School of Law.

    Click here for more information about Kristen.

  • Sidney O. Minter

    Sidney O. Minter is of counsel at Advance Auto Parts in Raleigh.

    Prior to joining Advance, Sidney was an attorney in the Raleigh office of Jackson Lewis PC. During his career, he has exclusively represented management in a wide range of industries. He has litigated matters relating to wage and hour law, workplace safety law, and workers' compensation. His bread-and-butter, however, is handling complex matters arising under Title VII.

    Sidney earned his B.A. in Politial Science at the University of North Carolina at Greensboro, M.A. in Public Administration, summa cum laude, from High Point University and his J.D., cum laude, from North Carolina Central University School of Law.

    Click here for more information about Sidney.

  • Michael W. "Mike" Mitchell

    Michael W. "Mike" Mitchell is an attorney at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. Mike is a trial and appellate lawyer with 30 years of experience in state and federal courts. He is co-chair of the firm's Business Litigation team, as well as the Intellectual Property Litigation practice. In Chambers USA, Mike is praised for his "great insight" and for being a "creative thinker, effective at connecting divergent ideas and facts." Sources also note that "his client service is fabulous."

    Mike advises clients on business strategies for resolving complex disputes. He regularly manages complex business litigation. He has tried cases in all three federal districts in North Carolina and in numerous counties across the State. Mike routinely handles cases in the North Carolina Business Court, and cases designated as Exceptional by the Chief Justice. He has handled appeals before the Fourth Circuit Court of Appeals, the North Carolina Supreme Court and the North Carolina Court of Appeals. He also has represented clients with cases pending in other states, including California, Florida, Illinois, New York, Texas, Michigan, Washington and South Carolina.

    Mike was appointed by Chief Justice Mark Martin to serve on the Chief Justice's Rules Advisory Commission, and was reappointed by Chief Justice Cheri Beasley and again by Chief Justice Paul Newby. Chief Justice Martin also appointed Mike to serve on the Commission for the Administration of Law and Justice. Mike was appointed by Governor Pat McCrory to serve on the North Carolina General Statutes Commission. Mike also serves on the Civil Local Rules Committee of the Eastern District of North Carolina and he has worked to revise the local rules for the Tenth Judicial District for electronic discovery.

    Mike has served as the Vice Chair of the North Carolina Business Committee for Education. He has served on a special advisory committee to Governor McCrory to consider changes to the composition of the Education Cabinet in North Carolina.

    He has served in various leadership positions in the North Carolina Bar Association and currently holds several leadership roles in the firm. Mike formerly served as a law clerk to the Honorable Frank W. Bullock, Jr., United States District Court for the Middle District of North Carolina.

    Click here for more information about Mike.

  • Robynn E. Moraites

    Robynn E. Moraites is the Executive Director of the NC LAP. She obtained her undergraduate degree in education from Florida State and her law degree from UNC at Chapel Hill. Prior to attending law school, she ran a public health program at the University of Miami where she developed continuing medical education programs for healthcare professionals working in the field of geriatric medicine.

    Prior to joining the LAP, Robynn practiced law in North Carolina in large firm, small firm, and in-house settings. She has an extensive background and knowledge in helping lawyers in recovery.

    Click here for more information about Robynn.

  • Fenita T. Morris-Shepard

    Fenita T. Morris-Shepard is General Counsel at North Carolina Central University in Durham.

    Fenita is a member of both the Texas and North Carolina bars. She served under U.S. Attorney General Janet Reno as an Assistant United States Attorney in the Civil Division in the Eastern District of North Carolina for eight years.

    Fenita has held numerous in-house counsel positions including Assistant General Counsel with Wells Fargo NA, and Litigation Counsel at Laboratory Corporation of America (LabCorp). She worked as counsel at Phelps Dunbar LLC, and taught as an adjunct professor at Skema Business School prior to joining North Carolina Central University as interim general counsel.

    Fenita has served on the Boards of the NC Justice Center, as well as the African American Dance Ensemble. In 2010, she opened KoolKidz, a drop-in childcare center in Apex, and became a certified Employment Law Mediator.

    Fenita is a graduate of the University of North Carolina at Chapel Hill and earned her Juris Doctorate from North Carolina Central University School of Law.

    Click here for more information about Fenita.

  • Vanessa Savino

    Vanessa Savino is the Deputy General Counsel of tZERO in New York City. She assists in the management of tZERO's in-house legal team to support strategic initiatives and growth. She advises tZERO's broker-dealer subsidiaries on compliance with US securities laws and related rules, drafts and helps to negotiate critical technology and partnership agreements, advises on applicable law related to business and product development and contributes to the company's communications and advocacy efforts.

    Prior to joining tZERO, Vanessa was an associate at Skadden Arps Slat Meagher & Flom and Cahill Gordon & Reindel. She represented institutions in a wide range of credit facilities and debt securities offerings. Previously, she was an Assistant Economist at the Federal Reserve Bank of New York where she co-authored a paper on the information value of the first bank stress test following the financial crisis published in the Journal of Money, Credit and Banking.

    Vanessa graduated summa cum laude from the University of Illinois, College of Law, and summa cum laude from Pace University with a B.S. degree in Business Economics.

  • Jocelyn Fina Shaw

    Jocelyn Fina Shaw serves as Senior Counsel for Commercial Services, Seeds and Traits at BASF in Research Triangle Park, NC. She was previously in-house counsel for Bayer CropScience LP and an associate in Womble Bond Dickinson’s IP Transaction Team. Ms. Shaw graduated from UNC’s School of Public Health with Highest Honors (2004) and UNC School of Law (2007). While in law school, Ms. Shaw served on the North Carolina Law Review. Ms. Shaw is a member of Phi Beta Kappa. Ms. Shaw has been active in the NCBA, previously serving in leadership positions in the Young Lawyers Division, including creating and implementing Project Grace Legal Clinics, which have been recognized nationally. She has been honored by the Triangle Business Journal with a Women in Business Award and a recipient of the Association of Corporate Counsel’s “Top 10 30 Somethings”. She currently serves on the Association of Corporate Counsel’s The Docket Advisory Board.

  • Robert W. Shaw

    Robert W. Shaw is a partner in the Raleigh law firm of Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He has extensive experience in solving health care and tax challenges important to clients. He regularly handles complex restructuring, M&A work on the buyer side and seller side, Medicare and Medicaid audits, tax planning and controversy, hospital joint ventures, employment agreements, corporate advice and regulatory compliance. He has represented clients in acquisitions, including public company hospitals, private equity firms and regional and national health care providers across the country. Robert has represented clients in tax controversies involving a broad range of issues at federal, state and local levels in multiple jurisdictions.

    Robert's robust health care regulatory practice includes advising clients with respect to Medicare/Medicaid compliance, accountable care organization regulations, heath care antitrust, HIPAA, Anti-Kickback Statute, and Stark Law matters around the country. He has advised health care clients with respect to CLIA certification, enrollment and credentialing issues, managed care organization relations, and Affordable Care Act compliance. He has broad experience with regulatory compliance issues faced by ambulatory surgical centers, hospitals, physician groups, developmental disabilities providers, home health and hospice providers, substance abuse clinics, mental health providers, skilled nursing companies, and speech therapy agencies.

    Robert earned his B.S. in Mathematical Economics from Wake Forest University and his J.D. from University of North Carolina School of Law.

    Click here for more information about Robert.

  • Lindsay A. Sheehy

    Lindsay A. Sheehy is based in Holland & Knight's Connecticut office and counsels public and private companies in mergers, acquisitions, dispositions, cross-border transactions, joint ventures, private equity and venture capital financings, restructurings, corporate governance and general corporate matters.

    Lindsay regularly represents Fortune 1000 companies and private equity backed businesses in domestic and cross-border private company acquisitions, investments, joint ventures and divestitures throughout the world. She also has extensive experience in capital-raising transactions, general commercial transactions and agreements, and corporate governance.

    Lindsay earned her B.S. from Tufts University and her J.D. from University of Connecticut School of Law. During law school at the University of Connecticut, Lindsay was the articles editor of the Connecticut Law Review and president of the Women's Law Student Association.

    Click here for more information about Lindsay.

  • T. David Singer

    T. David Singer serves as Vice President, Deputy General Counsel & Chief Compliance Officer with Pyxus International, Inc., a global agriculture company headquartered in Morrisville, NC with operations in 35 countries, offering products and services in the leaf tobacco and e-liquids industries. David received his BA from Gettysburg College, his JD from Vermont Law School and his MBA from the University of North Carolina Chapel Hill, Kenan Flagler Business School.

  • Shandra N. Stout

    Shandra N. Stout is an Assistant General Counsel, Strategy & Development, with Collins Aerospace (in Charlotte), a Raytheon Technologies company, supporting the Strategy, Development & Communications function. She has experience with all aspects of an M&A transaction from diligence through integration planning and execution. She participates in all aspects of a deal, from sourcing and diligence, through deal negotiations and document drafting (including managing outside counsel) and post-closing integration.

    In 2017-2018, Shandra was the business unit legal lead on the antitrust regulatory approvals and integration planning for the acquisition of Rockwell Collins by United Technologies Corporation and in 2019-2020 was the business unit legal lead on the antitrust regulatory approvals for the merger with Raytheon. In 2016, she supported the sale of Heartland Payment Systems to Global Payments.

    At Collins, Shandra also works on central customer support, including negotiating customer agreements and managing issues impacting multiple business units, and supporting the businesses' factoring programs.

    Previously Shandra was an Assistant General Counsel with Heartland Payment Systems (NYSE: HPY) where she was responsible for M&A activities. She was also the lead counsel for Heartland Commerce, Heartland's point-of-sale division and was responsible for reporting and compliance under Heartland's multiple credit facilities.

    Shandra spent the first seven years of her career at Womble Carlyle, where she had first and second chair roles in drafting and negotiating M&A transactions for a variety of clients, including two years on the Heartland deal team. She worked on domestic and international acquisitions and financing transactions up to and exceeding $1 billion and has extensive experience representing borrowers in complex bank financing transactions.

    Shandra is a Council member in the North Carolina Bar Association's Corporate Counsel Section and a member of the Community Outreach Committee of the Association of Corporate Counsel - Charlotte Chapter.

    Shandra earned her B.A. from Colorado State University and her J.D. from Wake Forest University School of Law.

    Click here for more information about Shandra.

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If you did not attend this program in its entirety, please fill out a partial credit form to ensure that we report your credit accurately.

Please send your completed form to askcle@ncbar.org within seven days of this program.

January 26, 2022
Wed 8:55 AM EST

Duration 3H 25M

This live web event has ended.

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