8:55 Welcome and Introductions
9:00 Navigating Unfriendly Ports and Preventing Mutinies: Improving Interactions, Negotiations and Outcomes With Social Science
Joseph S. "Joe" Dowdy, Kilpatrick Townsend & Stockton LLP, Raleigh
This session blends social science theories and practical strategies based on the speaker's experience as both deal and litigation counsel. We cover social science literature on interpersonal interaction, decision architecture, and negotiation in a (hopefully) entertaining way. Specifically, we address relevant concepts from Crucial Conversations: Tools for Talking When Stakes are High; Games People Play: The Basic Handbook of Transactional Analysis; Never Split the Difference: Negotiating As If Your Life Depended On It; Nudge: Improving Decisions About Health, Wealth, and Happiness; Mistakes Were Made (but Not By Me) Third Edition: Why We Justify Foolish Beliefs, Bad Decisions, and Hurtful Acts, as well as real-life anecdotes. The key takeaways include a deeper awareness of basic human tendencies that drive outcomes and how they can help us navigate difficult opponents, manage unfavorable situations, counter hard-bargaining tactics, and overcome communication breakdowns when dealing with team members and opponents.
10:00 Break
10:10 Keeping In-House Counsel Privilege at an Even Keel*
Amy E. Richardson, HWG LLP, Raleigh
Aaron Weiner, Technimark LLC, Asheboro
The United States Supreme Court recently heard arguments on a critical question for protecting in-house attorneys' communications with their clients: When is an in-house lawyer's "dual-purpose" communication — that is, one containing both legal and nonlegal advice — protected by attorney-client privilege? This insightful session explores the law governing attorney-client privilege and work product protections, and trends in privilege decisions relating to in-house counsel roles. It draws from the ethics rules and court opinions to guide a case study-based discussion of the rules governing in-house privilege claims and offers best practices to protect the attorney-client privilege.
11:10 Break
11:20 Forewarned Is Forearmed: Tax Considerations in M&A for In-House Counsel
C. Wells Hall III, Nelson Mullins Riley & Scarborough LLP, Charlotte
Helen P. Herbert, The Tribute Companies, Wilmington
The session covers taxable and nontaxable asset and stock acquisitions of privately held companies, including C and S corporations, LLCs, and members of a consolidated group of corporations. The discussion includes an introduction to Up-C and deSPAC acquisitions, maximizing the benefits of the Section 1202 exclusion for qualified small business stock (QSBS), and the implications of recent changes in the tax laws and regulations. This session is tailored for in-house corporate counsel and tax directors involved with or anticipating an M&A transaction on either the buyer or seller side.
12:20 Adjourn
* Indicates portion providing Ethics/Professional Responsibility credit
Thank you for joining us for Green Flags: Smooth Sailing Ahead (2024 Corporate Counsel Section CLE).
p>Join us for this half-day CLE program that is designed to make legal considerations in corporate deals clear and practical, providing useful tips along the way, as well as an opportunity to connect with your Corporate Counsel Section colleagues in person for these interesting topics!
Jennifer M. "Jenn" Ball is Senior In-House Counsel and Business partner at Sumitomo Pharma America Inc in Raleigh.
Jenn has previous in-house experience across many industries, including pharmaceuticals, CROs, and agricultural biotechnology. Previously she was at Asklepios BioPharmaceutical, Inc. (AskBio). Prior to moving in-house, she was an associate at Hutchison PLLC, a boutique law firm catering to start-ups in Raleigh, and at Richards Layton & Finger PA, in Wilmington, DE.
Jenn is a member of the North Carolina Bar Association's Corporate Counsel Section Council.
Jenn 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.
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Clara R. Cottrell is Assistant General Counsel, Compliance & Privacy for BASF Corporation in Research Triangle Park. 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.
A registered patent agent, Clara was in private practice at Smith Moore Leatherwood, now Fox Rothschild, in Greensboro, before joining BASF in July 2013. Clara moved into her current data privacy role in January 2020.
Clara is 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. She 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.
Clara earned 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.
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Joseph S. "Joe" Dowdy is a Partner at Kilpatrick Townsend & Stockton LLP in Raleigh. His experience includes a broad, general litigation practice involving class actions, commercial disputes and business torts, defense of consumer claims, financial services litigation, real property disputes, challenges to governmental action, and utilities litigation, including matters involving alternative energy providers and interconnection issues. His experience includes pretrial and trial work, as well as appellate advocacy, in state and federal court and in arbitrations.
Financial services companies frequently look to Joe to represent their interests in consumer and commercial litigation, in class action cases, and in responding to regulatory inquiries. He has extensive experience with litigation arising under the federal and state laws that govern the financial services industry, including laws concerning advertising, banking, lending disclosures, consumer protection (such as the TCPA) and loan origination, servicing, and collection.
Clients also ask Joe for risk mitigation and legal counseling outside of the litigation context. He advises executives and business owners regarding compliance issues, transactional matters, and negotiation strategy.
Joe is actively involved in the firm's pro bono work. His contributions include filing petitions for certiorari in the United States Supreme Court on behalf of a whistleblower who uncovered Medicare fraud and homeless citizens being denied access to municipal services. He also submitted an influential amicus brief in the Massachusetts crime lab scandal case and has contributed briefing on other matters of public interest.
Joe holds an AV Preeminent Peer Review Rating™ from Martindale-Hubbell®, a listing for Commercial Litigation in The Best Lawyers in America® in 2024 and the six years immediately preceding, and a designation as a North Carolina "Super Lawyer" from 2021 to 2024 and a North Carolina "Rising Star" from 2012 to 2018 by Super Lawyers magazine. He was a featured speaker at the fiftieth anniversary of the North Carolina Court of Appeals and the class speaker of thirtieth class of Leadership Raleigh. In 2014, Kilpatrick awarded him its "Embracing Our Values Award" for extraordinary pro bono and community service efforts. His prior firm awarded him its Renaissance Associate Award for extraordinary achievement in client service, training, pro bono, marketing, recruiting, and mentoring. He is a 2010 graduate of the prestigious Trial Academy of the International Association of Defense Counsel.
Joe earned his B.A., with distinction, in Political Science from the University of North Carolina at Chapel Hill and his J.D., with honors, from the University of North Carolina School of Law.
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Alexandria B. "Alex" Gwynn serves as Staff Counsel at Turner Construction Company in Raleigh. (Turner is a North American based, international construction services company.) She manages contract review, negotiation, and dispute resolution for Turner's North Central region (Kansas City, Des Moines, and Omaha) and Turner Chicago.
Alex started her journey as a legal intern for Turner Great Lakes and Turner Canada. Now, she assists senior leadership in business development, and manages a diverse portfolio of active projects.
Alex earned her undergraduate degree from Wake Forest University and her J.D. from NC Central University School of Law through their evening program.
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C. Wells Hall III is a Partner at Nelson Mullins Riley & Scarborough LLP in Charlotte. He advises clients on the federal, state, and multi-state tax aspects of acquisitions, reorganizations, restructuring of business entities, and private equity transactions, and estate and gift tax planning in connection with such transactions.
Wells is one of original drafters of the North Carolina S Corporation Income Tax Act, and the Model S Corporation Income Tax Act endorsed by the American Bar Association and the Multi–State Tax Commission (1987).
Wells has been featured in the Business North Carolina Magazine Legal Elite — Tax and Estates and The Best Lawyers in America, Tax Law, many times, most recently in 2024.
Wells earned his B.S., with honors, in Agronomy from North Carolina State University and his J.D. from Duke University School of Law.
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Helen P. Herbert is General Counsel at The Tribute Companies in Wilmington.
Helen is a senior attorney with 6 years global law firm and 9 years in-house experience advising financial services and real estate investment companies. She excels at building consensus across multiple stakeholders, executing in a results-driven environment, and aligning a team to focus on priorities. She is a highly-rated, pro-active leader with a demonstrated ability to adapt to new roles and expanded responsibilities.
Helen earned her B.A. in Chemistry from the University of North Carolina at Chapel Hill, J.D. from Wake Forest University School of Law and her LL.M. from New York University School of Law.
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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.
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Amy E. Richardson is a Managing Partner at HWG LLP in Raleigh, where she serves as Chair of the Legal Ethics and Malpractice group. Her practice focuses on legal ethics and professional responsibility matters, white collar defense and complex commercial litigation.
In her Legal Ethics and Malpractice role, Amy counsels and represents lawyers and law firms in disciplinary investigations and prosecutions and malpractice matters. Her disciplinary experience includes matters before multiple state bars, the USPTO's Office of Enrollment and Discipline (OED) and the Office of Professional Responsibility (OPR). She has represented individual lawyers and law firm in high stakes arbitrations related to partner departures. She also counsels and advises lawyers and law firms in partner admissions and departures, and law firm dissolutions. Amy teaches legal ethics and professional responsibility at Duke University School of Law and Georgetown University Law Center.
In her Complex Civil Litigation practice, Amy handles complex civil cases in federal court, state court, and in arbitration proceedings throughout the United States. She has been involved in several high profile matters. She also works closely with the firm's telecom practice in cases involving the communications-technology industry, including Telephone Consumer Protection Act, intercarrier compensation and access fee disputes.
In her Regulatory Compliance and White Collar Criminal Defense practice, Amy has successfully represented companies before federal and state regulatory agencies and Offices of Inspector General. Her extensive white-collar criminal defense experience includes preparing clients for grand jury appearances and trial work. She also assists clients in identifying, complying with and discovering noncompliance with complex and evolving federal regulatory requirements.
Amy has been recognized by multiple publications for excellence, receiving top rankings for North Carolina litigators in Chambers USA, Best Lawyers, Super Lawyers, and Business North Carolina's "Legal Elite." She is a frequent speaker and leader on ethics and litigation issues. Amy has served as an advisory member of the North Carolina State Bar Ethics committee and as the current Vice Chair of the North Carolina State Bar Client Security Fund. She is the Immediate Past Chair of the North Carolina Bar Association's Litigation Council. Amy is also a member of Federation of Defense & Corporate Counsel (FDCC), Association of Professional Responsibility Lawyers (APRL) and DRI.
Amy earned her her B.A., summa cum laude, from the University of North Carolina and her J.D., cum laude, from Duke University School of Law.
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T. David Singer serves as General Counsel, Corporate Secretary & Chief Compliance Officer at Kymera International Inc., a private equity backed, international specialty metals and surface technology company with manufacturing facilities in seven countries in Morrisville.
David has broad experience serving as corporate, litigation and regulatory in-house counsel, with specific expertise in domestic and international commercial transactions, U.S and international food and drug laws, healthcare regulatory compliance, litigation management, M&A, data privacy and security, and corporate governance. He also have experience driving operational initiatives, including sales and marketing restructure, corporate strategy, and organizational management training.
David earned his B.A. from Gettysburg College, his J.D. from Vermont Law School and his M.B.A. from the University of North Carolina Chapel Hill Kenan Flagler Business School.
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Aaron Weiner is General Counsel at Technimark LLC in Asheboro. He is a Chairman's Club award winner, licensed law practitioner, and resourceful professional with hands-on experience in negotiating business contracts, managing high-profile clients, and overseeing in-house counsel operations.
Previously, Aaron spent nearly six years at IPG - Intertape Polymer Group.
Aaron earned his B.A., cum laude, in English and Mathematics from Carleton College and his J.D. from the University of Virginia School of Law.
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