GCs Pen New Chapters on Partnering with Outside Counsel: Shareholder Activism and Corporate Sustainability

Wednesday, June 3, 2015 - 13:24

Effective partnering between inside and outside counsel enables corporate law departments to improve the quality and reduce the costs of legal services provided to corporate clients. The best-known source of expert guidance on partnering is the five-volume, 8,000-page treatise and practice guide entitled Successful Partnering Between Inside and Outside Counsel, which is a joint project of Thomson Reuters and the Association of Corporate Counsel (ACC).

In addition to the annual updates, new chapters are added each year as new topics become increasingly important to corporate counsel. Five new chapters were published in 2015 to address rapidly evolving and important areas of corporate legal practice. Two of these new chapters are briefly discussed in this article.

Shareholder Activism

This new chapter discusses activist investors that use their status as shareholders to agitate for corporate change, focusing on an array of corporate and other issues, including corporate governance, mergers and acquisitions, dividends, stock buybacks, spin-offs, company strategy, operations, and a number of social and political topics. This chapter provides an overview of the various types of action or change sought by shareholder activists, outlines the means by which a company's legal counsel may identify (or in some cases anticipate) an activist campaign, discusses proactive and defensive strategies to prepare for and defend against actions that may not be in the best interests of a company or its shareholders, and discusses ongoing legislative developments that may impact shareholder activism. The authors focus on the importance of collaborative approaches among inside counsel, outside counsel and others (including public relations firms and financial advisors) to effectively respond to an activist campaign and to protect shareholder value. This chapter was written by Randy D. Rinicella, senior vice president, general counsel and corporate secretary, HCC Insurance Holdings, Inc.; Gerard G. Pecht, global head of Dispute Resolution and Litigation, Norton Rose Fulbright; and Peter A. Stokes and Mark Thomas Oakes, Norton Rose Fulbright.

Corporate Sustainability

This new chapter explores the question of how corporate sustainability may be defined and thought about and, once in-house counsel and its law firm partners have decided what it means to them individually and collectively, how they can exploit it to create unusual and accelerating value for each other. The chapter describes some of the ways in which inside counsel and their law firms can creatively improve their relationship through sustainability efforts and work together to help secure the stability of their respective organizations. The author presents as a case study the specific ways in which the Jones Lang LaSalle Incorporated law department has interacted with its outside counsel under the corporate sustainability umbrella, noting how together they have engaged in initiatives that strengthened their respective organizations in ways each one could not have done individually. Throughout, the chapter identifies challenges and potential roadblocks to successful partnering within the sustainability arena and how to address and overcome them. This chapter was written by Mark J. Ohringer, executive vice president, general counsel and corporate secretary, Jones Lang LaSalle Incorporated.


More Information About the Treatise

This critically acclaimed treatise contains comprehensive coverage of numerous strategies that a corporate law department can implement to maximize the value of legal work for corporate clients. It provides detailed analyses of the advantages and disadvantages of each of these strategies as well as concrete, practical guidance for implementing each strategy.

The 275 authors of Successful Partnering include the general counsel of more than 80 Fortune 500 companies and the senior partners of many major law firms. The editor-in-chief is Robert L. Haig, a partner at Kelley Drye & Warren LLP in New York.

The 85 chapters in the treatise cover all aspects of corporate law department operations and management, 30 substantive law subjects, and all aspects of the relationships between inside and outside counsel. Each chapter is updated every year. The updates cover all of the important developments during the preceding year in the provision of legal services to corporate clients.

More information about Successful Partnering Between Inside and Outside Counsel is available by calling Thomson Reuters at 1-800-344-5009 or online at legalsolutions.thomsonreuters.com.