Pennsylvania’s

Premier Education

Event for

usiness INSTITUTEBLawyers’

PHILADELPHIA — NOVEMBER 1 & 2, 2006

12 CLE CREDITS

• In-house counsel• Corporate counsel• Government attorneys• Generalists• Speciaists• Everyone who advises

businesses

Prof. William AlexanderThe Goergen EntrepreneurialManagement Program, The WhartonSchool, University of PennsylvaniaHarrisburgSteven A. Asher, Esq.Weinstein Kitchenoff & Asher, LLCPhiladelphiaMichael C. Athay, Esq.Law Department, PhiladelphiaMeredith S. Auten, Esq.Ballard Spahr Andrews &Ingersoll, LLP, PhiladelphiaMartin G. Belisario, Esq.Akin Gump Strauss Hauer &Feld, LLP, PhiladelphiaEmily Carolan Berkley, Esq.*Ballard Spahr Andrews &Ingersoll, LLP, PhiladelphiaDaniel Blickman, Esq.Klehr, Harrison, Harvey, Branzburg& Ellers, LLP, PhiladelphiaMichael Boni, Esq.Kohn, Swift & Graf, PC, PhiladelphiaMary Kay Brown, Esq.Buchanan Ingersoll & Rooney PCPhiladelphiaHenry S. Bryans, Esq.Drinker Biddle & Reath, LLP, PhiladelphiaBrian Carroll, CPA, Esq.Special Counsel, U.S. Securities andExchange Commission, PhiladelphiaMary Kay Christodoulou, Esq.Akin Gump Strauss Hauer & Feld LLPPhiladelphiaSally Griffith Cimini, Esq.Babst, Calland, Clements & Zomnir, PCPittsburghWilliam H. Clark, Jr., Esq.*Drinker Biddle & Reath, LLP, PhiladelphiaRobert Clothier, Esq.Fox Rothschild, LLP, PhiladelphiaBarry L. Cohen, Esq.Thorp Reed & Armstrong, LLPPhiladelphiaWalter W. Cohen, Esq.Obermayer Rebmann Maxwell &Hippel, LLP, HarrisburgDavid L. Comerford, Esq.Akin Gump Strauss Hauer & Feld, LLPPhiladelphia

Barry D. Kleban, Esq.Adelman Lavine Gold & Levin, PCPhiladelphiaJustin P. Klein, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaDenise Seastone Kraft, Esq.Edwards Angell Palmer & Dodge LLPWilmington, DETroy E. Larson, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaJordan A. LaVine, Esq.*Flaster/Greenberg PC, PhiladelphiaKenneth E. Lee, Esq.*General Counsel, Gentex CorporationCarbondaleFrederick D. Lipman, Esq.Blank Rome LLP, PhiladelphiaDon H. Liu, Esq.*General Counsel, Toll Brothers, HorshamJoan E. London, Esq.Kozloff Stoudt, PC, WyomissingSimon Lorne, Esq.Vice Chairman, Millennium Partners LPNew York, NYRobert H. Louis, Esq.Saul Ewing LLP, PhiladelphiaDavid G. Mandelbaum, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaJoseph E. Mayk, Esq.Blank Rome LLP, PhiladelphiaKrya McGrath, Esq.General Counsel and Vice President forStrategic Projects, WHYY, Inc.PhiladelphiaJ. Gregg Miller, Esq.Pepper Hamilton LLP, PhiladelphiaAlan H. Molod, Esq.*Wolf, Block, Schorr and Solis-Cohen LLPPhiladelphiaKenneth P. Mortensen, Esq.Acting Chief of Staff, Privacy OfficeU.S. Department of Homeland SecurityWashington, DCKathy E. Ochroch, Esq.Blank Rome LLP, PhiladelphiaMichael J. Ossip, Esq.Morgan, Lewis & Bockius, LLPPhiladelphiaF. Douglas Raymond III, Esq.Drinker, Biddle & Reath, LLP, PhiladelphiaJohn L. Reed, Esq.*Edwards Angell Palmer & Dodge, LLPWilmington, DERobert L. Ritter, Esq.*Crown Castle International, CanonsburgJonathan Rosan, Esq.Vice President and General Counsel360EP, Princeton, NJ

Julia D. Corelli, Esq.Pepper Hamilton LLP, PhiladelphiaJeffrey A. Dailey, Esq.Akin Gump Strauss Hauer & Feld, LLPPhiladelphiaRobert Degen, Esq.Fox Rothschild, LLP, PhiladelphiaRichard J. DePiano, Jr., Esq.Escalon Medical Corp, WayneLisa C. Detwiler, Esq.*Lockwood Financial Group, MalvernEdward M. Dunham, Jr., Esq.*Duane Morris LLP, PhiladelphiaMichael D. Ecker, Esq.Dilworth Paxson LLP, PhiladelphiaPatrick J. Egan, Esq.Fox Rothschild, LLP, PhiladelphiaLisa Carney Eldridge, Esq.*Thorp Reed & Armstrong, LLP, PhiladelphiaCarolyn Hazard Feeney, Esq.Dechert LLP, PhiladelphiaCynthia A. Fillman, Esq.PA Department of Insurance, HarrisburgAbbe F. Fletman, Esq.Flaster/Greenberg, PC, PhiladelphiaDaniel Giancaterino, MSJenkins Law Library, PhiladelphiaHerbert F. Goodrich, Esq.Dechert LLP, PhiladelphiaKevin M. Greenberg, Esq.Law Department, PhiladelphiaDiana S. Hare, Esq.*Drexel University College of MedicineOffice of the General Counsel, PhiladelphiaSusan Katz Hoffman, Esq.Pepper Hamilton LLP, PhiladelphiaJonathan W. Hugg, Esq.Obermayer Rebmann Maxwell &Hippel, LLP, PhiladelphiaRoberta Jacobs-Meadway, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaKim R. Jessum, Esq.*Rohm and Haas Company, PhiladelphiaKatherine Menapace Katchen, Esq.Akin Gump Strauss Hauer & Feld LLPPhiladelphiaJenny Kim, Esq.Miller & Chevalier CharteredWashington, D.C.

Richard D. Rose, Esq.*Buchanan Ingersoll & Rooney PCPittsburghBeth L. Rubin, Esq.Dechert LLP, PhiladelphiaStuart D. Rudoler, Esq.Stuart Rudoler LLC, Bala CynwydLynn E. Rzonca, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaJonathan A. Segal, Esq.Wolf, Block, Schorr and Solis-Cohen, LLPPhiladelphiaEric Sitarchuk, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaDavid B. Snyder, Esq.Fox Rothschild, LLP, PhiladelphiaJohn J. Soroko, Esq.Duane Morris LLP, PhiladelphiaJoanne R. Soslow, Esq.Morgan Lewis & Bockius, LLP, PhiladelphiaThomas H. Speranza, Esq.Kleinbard, Bell & Brecker, LLP, PhiladelphiaHon. Myron T. SteeleChief Justice, Supreme Court of DelawareFrederick D. Strober, Esq.Saul Ewing LLP, PhiladelphiaMin Soo Suh, Esq.Fox Rothschild, LLP, PhiladelphiaCharles M. Taylor, Esq.*Charles M. Taylor, PC, PhiladelphiaCraig R. Tractenberg, Esq.*Nixon Peabody LLP, PhiladelphiaDennis Unkovic, Esq.*Meyer, Unkovic & Scott LLP, PittsburghGlenn L. Unterberger, Esq.Ballard Spahr Andrews & Ingersoll, LLPPhiladelphiaCatherine E. Walters, Esq.*Saul Ewing LLP, HarrisburgRebecca D. Ward, Esq.Blank Rome LLP, PhiladelphiaPaul D. Weiner, Esq.Buchanan Ingersoll & Rooney PCPhiladelphiaHayley Werner, Esq.Vice President, Intellectual Property CounselPhillips-Van Heusen CorporationNew York, NYMims Maynard Zabriskie, Esq.Morgan Lewis & Bockius, LLP, Philadelphia

*Member of Institute Advisory Panel

Faculty

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Eric L. Brossman, Esq.Focusing on lending practices, foreclosure and

repossession, bankruptcy, collection practices andventure capital financing, Mr. Brossman is a

partner in the Harrisburg office of Saul Ewing LLP.A frequent author and lecturer for PBI, he also

plans our annual Commercial Document Series.

Hon. Joy Flowers ContiA federal district judge for the Western District,

Judge Conti for years was a shareholder withBuchanan Ingersoll in Pittsburgh, where she

concentrated on creditors’ and debtors’ rights,general corporate law and healthcare law. She is

a former President of the ACBA, was Governor-at-large for the PBA, and is a past chair of the

Business Law Section.

John B. Wright, II, Esq.Former chair of the Business Section of the

Philadelphia Bar Association, Mr. Wright is VicePresident, General Counsel and Secretary of

Triumph Group, Inc. a NYSE-traded company.Previously, he was a partner with Ballard Spahr

Andrews & Ingersoll in Philadelphia, where hepracticed business and securities law.

Alice P.L. Schwartz, Esq.Senior Counsel at Independence Blue Cross inPhiladelphia, Ms. Schwartz counsels clients on

various health insurance issues, includingmarketplace, advertising, long-term care

insurance, HIPAA and regulatory matters.

Wednesday’s Opening SessionThe Emerging Importance of Hedge Funds:Shareholder Activists, Liquidity Providers and Price RationalizersWhat is the role of hedge funds in the current market environment? What valuesdo they bring to the markets and what issues do they present? Explore hedgefund activism and the resurgence of the “corporate raider” phenomenon; shortselling and its effect on markets, shareholders and the shareholder voting process;the impact and utilization of derivative instruments in separating economicinterests from ownership interests; and questions surrounding the issue of hedgefund regulation in the wake of the D.C. Court of Appeals’ decision inGoldstein v. SEC.

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SPECIAL GUEST SPEAKERSimon M. Lorne, Esq.

Mr. Lorne is vicechairman and chieflegal officer ofMillennium Partners,L.P., a multi-strategyNew York-basedhedge fund, withprimary responsibility

for the development, enhancement andoversight of the internal control environmentas well as preparation for and attention to theevolving regulatory environment for hedgefunds.

Prior to joining Millennium, he was atMunger, Tolles & Olson LLP, Los Angeles,from 1970 to 1993 and again from 1999 to 2004,serving as partner from 1972. Mr. Lorne’sprivate law practice focused on corporategovernance issues, particularly specialcommittee and audit committee reviews andexaminations and corporate transactions(mergers & acquisitions, corporate finance,etc.) more broadly.

From 1993 to 1996 he was general counsel ofthe U.S. Securities & Exchange Commission,serving as its principal legal officer. Between1996 and 1999 Mr. Lorne was a managingdirector, Salomon Brothers and Salomon SmithBarney, New York (now Citigroup GlobalMarkets, Inc.) and held a series of positionswithin what is today known as Citigroup. Hisactivities included serving as head of globalinternal audit.

He currently serves on the auditcommittees of two publicly heldcompanies, serving as chair of one ofthem.

Mr. Lorne received a J.D. (magna cumlaude) from the University of MichiganLaw School and an A.B. (cum laude) fromOccidental College, Los Angeles,California.

He is the author of one multi-volumetreatise (ACQUISITIONS AND MERGERS:NEGOTIATED AND CONTESTED TRANSACTIONS inthe West Securities Law Series), onehandbook for corporate directors (ADIRECTOR’S HANDBOOK OF CASES, publishedby CCH Incorporated) and a number ofarticles in the popular and legal press.

He is also a frequent speaker and lecturer,and has taught at the University ofPennsylvania and University of SouthernCalifornia law schools.

Since 1999 he has been co-director ofStanford Law School’s Directors’ College,the nation’s premiere program for theeducation of corporate directors, and hecurrently serves as an independentdirector of two public companies.

Mr. Lorne’s presentation is this year’sEd Sell Memorial Lecture.

COURSEPLANNERS

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NOVEMBER 1WEDNESDAY

10:0

0 - 1

1:00

11:1

0 - 1

2:10

12:5

5 - 1

:55

11

Raid! The Crackdownon Hiring IllegalImmigrantsMr. Degen, Ms. Suh

12

Franchise LawUpdateMr. Tractenberg

2:05

- 3:

051

CorporateGovernance LitigationUpdateMr. DePiano, Mr. Reed,Ms. Seastone Kraft,Mr. Soroko,Chief Justice Steele

2

An Insider’s View ofDoing Business inChinaMr. Unkovic

6

The Ethics ofInternational BusinessDealsMr. Unkovic

7

New Directions inAffirmative ActionComplianceMs. Walters

10

NegotiatingNon-Disclosure andNon-CompetitionAgreementsMr. Unkovic

14

Dealing with TroubledBusinesses: NewRules & Roles in theWake of BankruptcyReformMr. Brossman, Mr. Kleban,Mr. Miller

16

Is that a TrademarkI Smell? The NewBoundaries ofNon-TraditionalTrademarksMs. Rzonca

18

Consumer LawUpdateMr. Mayk

8

IntellectualPropertyLitigation UpdateMs. Fletman,Mr. LaVine

3:15

- 4:

15

4

Patent Law for theNon-Patent LawyerMr. Belisario

5

Private Equity as anAlternative Source ofCapitalMs. Corelli

9

Trends in ExecutiveCompensationMs. Zabriskie

13

Protecting theAttorney ClientPrivilegeMs. Auten,Mr. Sitarchuk

17

How to Succeed on aNon-Profit Board—What the Civic-Minded LawyerNeeds to KnowMs. McGrath, Mr. Strober

3

Employment LawUpdateMr. Ossip

1:55 - 2:05 Travel Time

20

The Constitution andthe Business LawyerMr. Clothier, Mr. Egan,Mr. Snyder, Mr. Taylor

12:10 - 12:55 Lunch (included in your tuition)

ETHICS

11:00 - 11:10 Networking coffee break

15

The Fair LaborStandards Act RegsOverhaul—Where AreWe Two Years Later?Ms. Walters

3:05 - 3:15 Networking Break

19

Sex, Drugs and Rock& Roll (And OtherTopicsThat KeepEmployers Up AtNight)Ms. Griffith Cimini

THE EMERGING IMPORTANCE OF HEDGE FUNDS:SHAREHOLDER ACTIVISTS, LIQUIDITY PROVIDERS ANDPRICE RATIONALIZERSMR. LORNE

8:45 - 9:45 Plenary Session

9:45 - 10:00 Travel Time8:00 - 8:30Registration& ContinentalBreakfast

8:30 - 8:45Welcome andIntroductions

Design

your ownseminar.

In each hour,choose the

session bestsuited to

yourpractice.

See pages 6 & 7for descriptions of

Wednesday’sbreakout

sessions.

WEDNESDAY NOVEMBER 110:00 – 11:00

1. Corporate Governance Litigation UpdateWith 60% of the Fortune 1000 and 50% of all publiccompanies being incorporated in Delaware, the Delawarejudiciary is nationally and internationally renowned, andDelaware is widely recognized as the nation’s preeminentforum for the resolution of disputes involving mergers andacquisition and corporate governance. The Delaware-Pennsylvania connection is significant as 27 of the Fortune500 incorporated in Delaware are headquartered inPennsylvania, putting Pennsylvania in sixth place amongthe states as a headquarters for the Fortune 500. Membersof the Delaware judiciary and the Delaware Bar will joinwith Pennsylvania lawyers to review headline-making casesthat will shape your practice and the capital and financialmarkets in the years to come.

2. An Insider’s View of Doing Business inChinaChina has now surpassed the U.S. as the world’s Number1 destination for foreign direct investment. Many U.S.companies are setting up manufacturing and otheroperations in China. This workshop is designed for lawyerswho want an introduction on how to outsourcemanufacturing and to do business in this emerging market.Practical examples will highlight what works and whatdoesn’t.

3. Employment Law UpdateDevelopments occur almost daily in employment and laborlaw, and in-house counsel and business practitioners needto stay abreast of the impact these changes can have ontheir clients’ businesses. Catch up on the latest SupremeCourt decisions affecting employment law, recent federaland state regulatory changes, the latest developments withrespect to labor, discrimination and harassment claims, andother matters relevant to the workplace.

4. Patent Law for the Non-Patent LawyerLearn the most important basics about patent law, including:When do applications have to be filed to avoid loss of U.S.and foreign rights? What are the different types of patentapplications and the advantages of each? How do you reada patent? What are the differences between patentabilityand infringement? The discussion will be interactive andinclude samples of products that have been patented andsuccessfully litigated.

11:10 – 12:105. Private Equity as an Alternative Source of

CapitalWhat does the growth of the Private Equity industry meanfor businesses and capital markets today? The growth ofthe mega funds, club deals, the complexities of fundmanagement and a changing regulatory environment, thedemise of the SBA participating securities program, thedifficulties of raising first-time funds and of fundraisinggenerally, the “bubble” as history, the gate-keepingenvironment, pension fund requirements, all add to thecomplexities of private equity as a source of capital. Is privateequity becoming out of reach for U.S. businesses? Is it adesirable source of capital? Where is the industry heading?Will the angel networks and niche funds fill the gap? Thissession will cover the impact that private equity firms have inthe capital markets, some of the best practices that privateequity firms follow that can add value, what other benefitsthey bring to business in which they invest, and how tostructure relationships with private equity firms to derive themost benefit from the relationship.

6. The Ethics of International Business DealsU.S. companies frequently encounter requests that could putthem in direct conflict with U.S. and foreign laws. This sessionfocuses on how the U.S. Foreign Corrupt Practices Actgoverns international activities. A working knowledge of thisAct is equally important both for publicly traded and privatelyowned companies. Explore how to deal with foreign lawyersin order to avoid problems for your client and your license topractice law.

7. New Directions in Affirmative ActionComplianceIn the last two years, affirmative action compliance hasundergone many changes, and for2006 and 2007, it isevolving as one of the most important human resourcesinitiatives facing federal contractor employers. Recentchanges at the Office of Federal Contract CompliancePrograms (OFCCP) have resulted in new directions, includingchanges in compliance philosophy, regulatory changes,evolving compliance focuses, upgraded compliance tools,more sophisticated compensation analyses, new terminology,and a general expansion of compliance audit reach andmethodology. More changes are in the works, and affirmativeaction compliance continues to become a more sophisticatedundertaking, requiring enhanced strategic planning andheightened selection, recordkeeping and reportingrequirements.This session explores the OFCCP’s evolving compliancestrategies and initiatives and brings you up to date on recentdevelopments, including the new rules on Internet Applicants,proposed changes to the EEO-1 Form, revised and soon-to-be revised regulations, functional AAPs, Beck Rightsenforcement, development of “Corporate Profiles,” and theincreasingly sophisticated focus on compensation analysesand employer self-audits. Get information on current OFCCPcompliance initiatives and changes, as well as strategies andsolutions intended to assist employers to understand fast-evolving affirmative action compliance obligations.

8. IP Litigation UpdateCatch up on recent developments in the field of intellectualproperty litigation, including important court decisions fromthe past year and their ramifications for practitioners andyour clients. Explore developments in the fields of patent,trademark, and copyright law, including such cutting edgeissues as: (1) courts’ inconsistent treatment of “pop-up” adsand “sponsored links” as they relate to Internet advertisingand liability for trademark infringement; (2) changes in thetreatment of requests for emergency injunctive relief in patentdisputes, including what role the BlackBerry case may havehad in shaping the Federal Circuit’s eBay decision on thatissue; (3) new standards governing access to attorney workproduct in litigation when relying on an opinion of counseldefense; (4) a potential groundbreaking decision to comefrom the U.S. Supreme Court that may change theobviousness standard used in evaluating patent applications;and (4) the latest on the Da Vinci Code copyright infringementcase.

Your Colleagues Say It BestThis is the best of the CLEs!

Great variety, strong speakers, good location, good price!

Excellent review of relevant, factual topics.

This program was excellent — selection of topics andspeakers was terrific!

Wide spectrum of interesting and timely topics;great speakers — found something interesting

in every time slot!

Great diversity, cutting-edge courses;I’ll be back annually!

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12:55 – 1:559. Trends in Executive Compensation

Executive compensation has become a “hot topic” inthe news and with shareholders. Corporations aremodifying their executive compensation programs andpractices to address changes to the financialaccounting rules (FAS 123(R)), new Internal RevenueCode requirements, new Securities and ExchangeCommission (SEC) proxy disclosure rules andcorporate governance best practices. Topics to bediscussed include: • Market trends in executivecompensation, including new designs for equitycompensation • The impact of the proposed SECdisclosure rules on executive compensation analysis• The impact of Internal Revenue Code section 409Aon executive compensation design • Corporategovernance best practices for establishing andmonitoring executive compensation.

10. Negotiating Non-Disclosure andNon-Competition AgreementsNondisclosure and non-competition agreements arebecoming increasingly important for companies as theydo business both domestically and internationally.Review the key points to include in every nondisclosureagreement and then focus on four different formshighlighting relevant issues that arise.

11. Raid! The Crackdown on Hiring IllegalImmigrantsWhen the Immigration and Customs Enforcementagents are at your doorstep, will your clients be readyto defend? In an effort to deter illegal employment inthe U.S., the Department of Homeland Security hasstepped up its worksite enforcement and compliancepolicies and targeted employers suspected of hiringundocumented workers. Employers should takeimmediate steps to prepare for ICE’s knock on thedoor. The course is ideal for non-immigration attorneyswho regularly advise business clients to learn aboutways to avoid potential immigration law violationsincluding immediate steps to prepare for the possibilityof a government investigation and sanctions.

12. Franchise Law UpdateFranchise companies constitute the largest privatesector employers in the nation. Learn how to counselyour clients on whether they should embracefranchising or avoid being found to have engaged infranchising. Learn the tax benefits and burdens offranchising, how to recognize and structure franchiserelationships, and the latest registration, disclosure andrelationship laws and judicial decisions that may affectyour clients.

2:05 – 3:0513. Protecting the Attorney Client Privilege

What proactive strategies can in-house counsel useto protect the attorney client privilege in today’senvironment? In the wake of corporate scandals, theattorney client privilege is being whittled away undergovernment pressure. To avoid or limit prosecutorialor regulatory actions, corporations are under pressureto cooperate with the government by waiving theprivilege. The government is also using exceptionsto the privilege, such as crime fraud, to vitiate theprivilege. The consequences can be dramatic.Consider options for responding to governmentpressures by exploring the contours of the privilegeand exceptions, how the privilege can be waived andthe consequences, joint defense agreements andindemnification provisions.

14. Dealing with Troubled Businesses:New Rules and Roles in the Wake ofBankruptcy ReformThe 2005 Reform Act recast the Bankruptcy Code byenhancing the rights of various non-debtorconstituencies at considerable expense to businesseson “life support.” The amendments dramaticallyincrease the commercial debtor’s need for cash whileabbreviating the recovery period. Explore the mostsignificant implications of the changes for businesslawyers who represent either troubled companies orclients who transact business with them, includingemployee wage protection and retention, treatmentof trade claims, issues for parties to leases andunperformed contracts, preference and fraudulenttransfer claims and defenses and plan confirmation.

15. The Fair Labor Standards Act RegsOverhaul—Where Are We Two YearsLater?It has been two years since the revised Fair LaborStandards Act white collar overtime regulations wentinto effect. During those two years, the U.S.Department of Labor has been busy issuing opinionletters and engaging in stepped-up compliance andenforcement activities. The U.S. Supreme Court hasissued its long-awaited perspective on donning,doffing, walking and waiting activities, and numerousstate and local jurisdictions have been busy enactingand enforcing various “living wage” and otherminimum wage requirements. Get the latestinformation on the FLSA, DOL compliance and relatedwage/hour developments.

16. Is that a Trademark I Smell? TheNew Boundaries of Non-TraditionalTrademarksA trademark is among a company’s mostimportant assets, and companies are increasinglylooking for new ways to make their products standout in a competitive marketplace. Traditionally,trademarks have consisted of words and logos,but how else can a company capture the minds—and senses—of the consumer? How about:Floral-scented knitting yarn? A lion’s roar? Agiggle? The curved shape of a bottle?These are just some of the non-traditionaltrademarks that courts and the Patent andTrademark Office have recognized. Companiesare continuing to push the boundaries oftrademark law by attempting to show that theirsounds, shapes, and smells have taken onsecondary meaning for consumers. This sessionwill explore the continuing evolution of the non-traditional trademark, from corporate brandingefforts, to the PTO’s approach to registration, tohow courts evaluate whether a non-traditionaltrademark is protectable.

3:15 – 4:1517. How to Succeed on a Non-Profit

Board—What the Civic-MindedLawyer Needs to KnowWhat all civic-minded lawyers should know aboutservice on non-profit boards of directors, includingthe important issue of conflicts of interest.Practical tips both for lawyers who serve on non-profit boards, and those who work for non-profits.

18. Consumer Law UpdateCatch the latest developments in consumer creditlaw, including “firm offers of credit” under the FairCredit Reporting Act, the Ameriquest settlement,preemption battles and recent Real EstateSettlement Procedures Act settlements.

19. Sex, Drugs and Rock & Roll (AndOther Topics That Keep EmployersUp At Night)Practical solutions will be offered on issues suchas: • workplace romances • keeping drugs out ofthe workplace • music in the workplace (from rapto religious) • proselytizing in the workplace• dress codes (from religious garb to bodypiercing) • company rules – keeping the NLRBoff your doorstep • Internet insanity.

20. The Constitution and the BusinessLawyerConstitutional issues permeate the lives oflawyers and their business clients. Are you up tospeed on important business issues involving theapplication of the U.S. Constitution? Explore therights (or lack of rights) of corporations under thefourth and fifth amendments, the implications ofthe recent US Supreme Court Kelo decision oneminent domain, and reporters’ privileges.

5

12:55 - 1:55

35

Lessons from thePhiladelphia Wi FiDealMr. Athay, Mr. Greenberg,Mr. Rudoler, Mr. Speranza

36

Hot Topics inInternet LawMr. Larson

25

New AuditingStandards:New Headachesfor Lawyers?Mr. Carroll

26

How to Talk toProsecutors and thePoliceMr. Hugg, Mr. W. Cohen

30

Failure to ProduceE-Mail Could CostYour Client...$1 BillionMs. Brown, Mr. Weiner

31

Don’t Crash & Burn:Avoiding Pitfalls inPension PlanTerminationsMs. Katz Hoffman

34

Litigators’ Perspectiveon CorporateTransactionDocuments: How toKeep Boilerplate fromIncreasing RiskMs. Ochroch, Ms. Ward

38

No Fair! CurrentDevelopments in FairUseMs. Jacobs-Meadway

40

Personal LiabilityRisks Facing In-HouseCounselMr. Comerford, Mr. Dailey,Ms. Menapace Katchen

42

How to Protect YourCompany’s IP—ALitigator’s PerspectiveMr. B. Cohen,Mr. Rosan, Ms. Werner

32

“Operationalizing”Privacy: fromPolicy toComplianceMr. Mortensen

3:15 - 4:15

28

Dropping a DimeWithout Spendinga Cent :Free CompetitiveIntelligence WebsitesMr. Giancaterino

29

Drafting ShareholderAgreementsMr. Ecker

33

Lessons fromDisneyland: Top TenTips for BoardMeetings and MinutesMr. Klein, Mr. Raymond,Ms. Soslow

37

International Taxfor BusinessLawyersMr. Blickman

41

What Is YourCompany’s Liabilityfor Identity Theft byEmployees or ThirdParties?Ms. Christodoulou,Mr. Dailey

27

Exit Stratgies andSuccessionPlanningProf. Alexander, Mr. Louis

1:55 - 2:05 Travel Time

44

Ethical Minefields forIn-House CounselMr. Segal

ETHICS

11:00 - 11:00 Networking coffee break

39

How to Promote YourInterests During theCampaign Season:The Possibilities ofInfluence within theLawMs. Kim

3:05 - 3:15 Networking Break

43

FOIA and thePennsylvania Right toKnow Act: WhatBusiness LawyersNeed to KnowMr. Clothier, Ms. London

10:00 - 11:0011:10 - 12:10

8:45 - 9:459:45 - 10:00 Travel time

21

InterpretingAcquisitionAgreementsMr. Bryans, Mr. Clark,Mr. Goodrich, Mr. Lipman

22

Class Action Do’sand Don’tsMr. Asher, Mr. Boni,Ms. Feeney

23

Cost-Saving Trends inHealthcare: Medicinefor the HealthcareCrisis?Ms. Fillman, Ms. Rubin

24

Sustainabillity:CorporateAccountability forthe New MilleniumMr. Mandelbaum,Mr. Unterberger

NOVEMBER 2THURSDAY

12:10 - 12:55 Lunch (included in your tuition)

2:05 - 3:05

8:00 - 8:30Registration& ContinentalBreakfast

8:30 - 8:45Welcome andIntroductions

See pages 8 & 9for descriptionsof Thursday’sbreakoutsessions.

8:45 – 9:4521. Interpreting Acquisition Agreements

Explore recent cases interpreting acquisition agreements andthe drafting lessons they offer.

22. Class Action Do’s and Don’tsClass actions are a favorite tool of plaintiffs, and a majorheadache for business. Get up to speed on the Class ActionFairness Act of 2005, which moves several categories of classactions formerly brought in state courts into federal court; theAntitrust Improvements Act, which permits companies whocooperate with the Department of Justice in criminalinvestigations to reduce their civil exposure; and the 2003amendments to Rule 23, which, among other things, makeclass certification decisions appealable on an interlocutorybasis).

23. Cost-Saving Trends in Healthcare: Medicine forthe Healthcare Crisis?Employers who sponsor health care plans for their employeesare searching for new ways to control health care costs. Thissession explores two major trends in employee benefit healthplans — consumer-driven health care products and wellnessprograms. Consumer-driven health care products are designedto help consumers work with their medical providers so theycan receive better outcomes as well as save employer andemployee costs. These products — Health Savings Accounts,Health Reimbursement Accounts and Flexible SavingsAccounts — contain unique features as the consumer “drives”the use of heath benefits and the health care dollar. Employersalso are frustrated that traditional health plans have notfocused sufficient resources on preventive care for the generalpopulation. Increasingly, employers are creating wellnessprograms to keep employees healthy and reduce costs.Implementing a wellness program post-HIPAA can becomplicated, however, and requires knowledge of severalregulatory schemes, including ERISA, HIPAA privacy, andBona Fide Wellness Program regulations. This session coversvarious types of wellness programs and incentives offered toemployees, types of agreements involved, as well as how tostructure these programs to fit within regulatory requirements.Explore these trends from the perspectives of businesscounsel and regulator, and find out whether employers andemployees really do benefit when consumers have morecontrol over their health care choices.

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24. Sustainability: Strategy for the NewMilleniumA business, like an economy or a society, is more“sustainable” when its activities can be continued indefinitelyand do not exhaust the environmental resources on whichit depends. Sustainability programs have recently becomequite mainstream, and sustainability review clearly assiststhe bottom line in some instances. 87 major U.S.corporations have posted sustainability reports on thewebsite of the Global Reporting Initiative, an outgrowth ofthe U.N. Environment Programme. Leading corporationssee potential benefits in adopting a “sustainability” policy.Corporate annual reports describe environmentalperformance and exposure to global climate changeregulation. Companies invest heavily in environmentalmanagement systems. Builders, buyers, and tenants touttheir “green” buildings. Manufacturers certify the chemicalcomposition of their products for domestic or overseascustomers. Seven northeastern states with significantcorporate support have adopted a Regional GreenhouseGas Initiative. 21 states require a certain percentage ofelectricity sold at retail to have been generated renewably.The ideas are not necessarily new, but tying them togetheras “sustainability” is. Join us as we examine some legalramifications of this new business interest.

10:00 – 11:0025. New Auditing Standards: New Headaches for

Lawyers?This session focuses on highlights of the new AuditingStandards Board auditing standards and how they affectlawyers representing audited entities as well as lawyerswho litigate against auditors. Auditing standards arechanging, and these changes will influence how auditorsaudit public and private companies, as well as not-for-profitorganizations. New risk-assessment standards will takeeffect in December and significantly change how auditswill be conducted by emphasizing that the auditor shoulddo more to understand the client entity and its environment,including internal controls. The new standards also requirean auditor to conduct a more demanding assessment ofthe risks that could cause financial statements to bematerially misstated, and better link the auditor’sassessment of this risk with substantive audit procedures.Under the new standards, auditors may consider makinginquiries to external and in-house counsel. Among the manyissues this will raise is whether answering such inquirieswaives the attorney-client privilege. Find out what auditorsneed to do to serve their clients and how lawyers can playa role in that effort.

26. How to Talk to Prosecutors and the PoliceThis session is a crash course for the non-specialist on thebest way to deal with law enforcement, especially duringinitial contact when prompt decisions may be needed withlittle time for reflection. Often it is the in-house or corporatelawyer who must, in the heat of the moment, decide how torespond, without the benefit a criminal defense attorney.For instance, police could serve a search warrant on abusiness, or government agents may unexpectedly “dropby for dinner” at the home of a corporate officer or employeeand ask questions, and counsel may get a call for help.In addition to how the company and counsel should respondto unexpected contact with law enforcement and searchwarrants, this session will touch on issues including:• Cooperation: Is it best to take a guarded or adversarialposture with the government, when you are not the target?How about when the company or an officer or employee is,in fact, the target? • Conflicts of Interest: Does everycompany officer and employee need separate counsel?• Grand Jury Subpoenas: What is the best way to assurefull compliance? • Indemnification: Does the law requirethe company to indemnify officers and employees, or toadvance their counsel fees? Does the government frownon a company paying for the representation of its officersand employees? • Privilege: Who is the client? What isprivileged? Does the government penalize the invocationof privilege?

27. Exit Strategies and Succession PlanningFor a company that is owner-managed, planning for thecompany’s future after the owner retires or dies presentsunique challenges. Efforts to avoid family discord and avoidtaxes present potential pitfalls. Explore how to analyze thegoals of the owner-manager and the pros and cons of theavailable tools —business reorganization or sale, sale ofbusiness to the employees, including the use of ESOPs(employee stock option plans), shareholder agreements,estate planning, retirement planning, and more. Hear froma Wharton professor who was a highly successful businessowner and crafted his own unique plan.

28. Dropping a Dime Without Spending a Cent :Free Competitive Intelligence WebsitesYou don’t always need subscription sites such as Lexis orFactiva to do competitive intelligence. There are many great,free websites that will help you find answers to suchquestions as: • Which products are produced by ColgatePalmolive? • What does Time Warner say about Google inits SEC filings? • What has Nike patented lately? • Despitethe Vioxx controversy, is Merck still hiring? • Are AmericanExpress and Lockheed Martin linked through commonboard members? • To whom do Google employees givepolitical donations? • Who was on GE’s management teamback in 2000? • Has Coca Cola been involved in anyInternet domain name disputes? • And more ...

11:10 – 12:1029. Drafting Shareholder Agreements

Gain practical insights into a broad range of knotty draftingand operational issues, with application to LLC operatingand LP partnership agreements. The course assumes basicknowledge of corporate and accounting/tax issues andaddresses intermediate and advanced corporategovernance and succession planning.

30. Failure To Produce E-Mail Could Cost YourClient... $1 BillionIn March, 2005, a Florida court took the extraordinary stepof reversing the burden of proof in a fraud case based onthe defendant’s electronic discovery abuses. The court alsoordered that the plaintiff could read a statement of evidenceof the defendant’s efforts to hide its e-mails to the jury, asevidence of the defendant’s malice. After additionalelectronic discovery abuses came to light, the court orderedthat significant portions of plaintiff’s amended complaintcould be read to the jury and the jury “instructed that thosefacts are deemed established for all purposes in this action.”As a result, on June 23, 2005, the court rendered a finaljudgment against the defendant of over 1 billion dollars,including an award of $850,000 in punitive damages, aftera jury trial.This presentation uses the Coleman case as a study ofwhat not to do when handling electronic evidence, as wellas practical considerations that lawyers – both in-houseand outside counsel – practicing in this digital age should

THURSDAY NOVEMBER 2

I always pick up at least one valuable gem

from each class. I appreaciate the intensive

“institute” format.

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results. Cybersquatters now register domain names forvarious seemingly legitimate purposes, like domainmonetization and gripe sites. Traditional spam fraudhas inspired more complex “phishing,” “pharming,”“screen scraping,” and other Internet fraud scams.Explore these and other legal issues on the Internet.Find out what to be on the lookout for, and how to helpyour clients cope.

2:05 – 3:0537. International Tax for Business Lawyers

Get an introduction to the general principles ofinternational taxation, and the issues that arise in cross-border transactions, both “inbound” (foreign personsinvesting in the U.S.) and “outbound” (U.S. personsinvesting in foreign countries). Learn about thedistinction between portfolio investment and directinvestment in a trade or business; foreign tax credits;tax treaties; interest stripping; anti-deferral rules; thefiling of tax returns; transfer pricing; and how one getsadvice on the taxation rules of a foreign country. Whenyou leave, you’ll be able to understand the generalissues involved and to raise the right questions abouta cross-border transaction.

38. No Fair! Current Developments inFair UseCan a competitor buy another’s trademark as a keywordto generate a pop-up ad? Can a client refer to another’smark in advertising its own product to suggest a similarheritage or quality or to appeal to the same sensibility?Can one company provide a digest of another’s contentand link to the site where the content is posted? Whatare the limits on incidental use of music andphotographs? Is sampling of music presumptivelyunfair? Is use of unpublished letters presumptivelyunfair? What is fair use? How does it operate? Andwhy does it matter?Companies use the marks of othersand content created by others in myriad ways in diversecontexts. There is the film clip taken for the salesmeeting from a program aired years ago. There is theadvertisement for the retailer which shows a modelwearing designer sunglasses. There is the website thatincludes a news story about the company’s latestproduct offering, and a review from a trade publication.This session explores these and like situations, thelegal background, the trends in decisions, and effortsat legislative solutions. Bring your questions, raise moreissues. It’s all fair game.

39. How to Promote Your Interests During theCampaign Season: The Possibilities ofInfluence within the LawDid you ever wonder exactly what your company canand cannot do during the campaign season when themoney and promises and handshakes seem to flowfreely? Can a candidate or elected official accept theuse of a corporate jet? A gift? A trip? A souvenir? Howdoes your company or client get political attentionwithout giving a “thing of value”? And, what aboutemployees’ political activities and their use of theInternet? These are some of the questions that haveone or more answers. As Mr. Spock would say, “Thereare always possibilities.”

40. Personal Liability Risks Facing In-HouseCounselGet a practical review of the sources of personalliability risks and ways to minimize liability risks.Explore recent cases involving in-house counsel;federal law enforcement trends against in-housecounsel; SEC enforcement actions against in-housecounsel; and cooperation and waiver of privilege.

3:15 – 4:1541. What Is Your Company’s Liability for

Identity Theft by Employees or ThirdParties?Catch up on the laws and regulations that governhandling of personal information. Get practical adviceon steps to take if personal information is stolen byan employee; steps to take if personal information isstolen by a third party; your company’s exposure ifinformation is stolen; and ways to minimize potentialidentity theft.

42. How to Protect Your Company’s IP—ALitigator’s PerspectiveWhether it’s patents, trademarks, copyrights, or tradesecrets — you need to protect your company’sIntellectual Property rights, if you want them tomaintain their value. Outside litigation counsel andbrand owners’ in-house counsel will give you anoverview of various options, methods and strategiesto protect your IP. From initial demand letters toadministrative proceedings to TROs and infringementtrial, our panel explore the pros and cons of youroptions. The panel will also look at the related issueswhen your client is accused of infringement.

43. FOIA and the Pennsylvania Right toKnow Act: What Business Lawyers Needto KnowGovernmental policies, priorities, and determinationsoften play an important role in clients’ decisions andbusiness practices. Explore common questions underthe Pennsylvania Right-to-Know Law and the federalFreedom of Information Act (FOIA) such as: • What is(and is not) a public document? • How do I makerequests for public records from local, state, andfederal agencies? • What are my rights when theagency refuses my request for copies of publicrecords? • How do I prevent materials containingconfidential or proprietary information, such as tradesecrets, from becoming ‘public records’ when I sendit to a government agency?If your client is an entity regulated by federal orPennsylvania law, this session will help you betterunderstand these important laws governing publicinformation.

44. Ethical Minefields for In-House CounselThe rules of professional conduct are geared towardthe practice of law in a law firm, and so there is ananxiety-provoking disconnect between the rules andthe realities of the in-house practice of law. Thisseminar reviews and reframes some of the ethicalrules from an in-house perspective. Topics include:conflicts of interest; navigating the risky realities ofdual capacity; investigations by or at the direction ofin-house counsel; and duty to preserve evidence.

take away from the case, including: • the lawyer’sparamount role when it comes to dealing with electronicdiscovery; • the importance of knowing the intricaciesof your client’s systems for storing electronicinformation; • why it is critical to promptly stopautomatic systems that can destroy digital evidence;• the value of becoming familiar with basic technologyand terminology (for example, understanding thesignificant difference between a gigabyte and aterabyte of data); • the practical benefits of hiring ITexperts, including neutral experts, in the early stagesof a case; • spotting “red flags” that your opponent’se-mail discovery is deficient; and • how the new FederalRules of Evidence (effective December 2006) will affectmany of these issues.

31. Don’t Crash & Burn: Avoiding Pitfalls inPension Plan TerminationsMore and more companies are freezing or terminatingtheir defined benefit plans. Explore the freeze andtermination alternatives, the regulatory requirementsand liabilities that apply, and other possible optionsfor dealing with defined benefit plans in the currentenvironment.

32. “Operationalizing” Privacy: from Policy toComplianceThe Acting Chief of Staff at the Privacy Office ofHomeland Security offers practical tips on how to takean enterprise from developing a privacy policy toimpact assessments and assuring compliance. Getpractical tips on developing and maintaining a privacycompliance program.

12:55 – 1:5533. Lessons from Disneyland: Top Ten Tips

for Board Meetings and MinutesThe minutes of meetings of boards of directors arethe official records of their deliberations and decisions.That’s easy enough to say, but the reality is fraughtwith peril, as illustrated by the fallout over the firing ofDisney President Michael Ovitz. How much of thecontent of a discussion should be recorded in corporateminutes? When the board meets in executive session,should minutes be taken; if so, by whom, and whatlevel of detail should be reflected? Explore the do’sand don’ts of successful meetings.

34. Litigators’ Perspective on CorporateTransaction Documents: How to KeepBoilerplate from Increasing RiskDo you ever worry that boilerplate provisions may landyou—and your clients—in hot water? You’re right toworry. Companies use lawyers to draft and reviewcontracts to avoid later litigation, but the wronglanguage in a standard provision can increase, ratherthan decrease, litigation costs. Learn how to rewrite itto achieve what you want. Focus on crafting choice oflaw and forum selection clauses, and indemnity andattorney’s fees provisions that will keep things fromexploding when the pressure’s on.

35. Lessons from the Philadelphia Wi-Fi DealThe entire city of Philadelphia is about to become agiant wireless hotspot, the first major city in the worldto do so. The necessary equipment will situnobtrusively on existing utility poles, bringingPhiladelphia’s businesses and residents mobile high-speed service at dial-up prices, while raising moneyto expand technology access in poorer communities.What lessons can be drawn from how this idea becamea deal and how this deal was structured andnegotiated? Hear from the city lawyers whoshepherded it through and counsel for WirelessPhiladelphia on how this project was done and theissues being confronted as the Philadelphiaexperiment is being replicated around the region,nation and world.

36. Hot Topics in Internet LawLegal issues on the Internet are ever evolving. Theuse of trademarks in metatags to lure Internet trafficwas quickly eclipsed by the use of trademarks askeywords to trigger sponsored links in search engine

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10

Mandatory Education CreditsPBI is an accredited CLE provider. Each day of

this program has been approved by thePennsylvania Continuing Legal Education Board

for 6 hours of CLE credit. Your choice of sessionsdetermines whether credit earned counts as

substantive law, practice and procedure CLE creditor as ethics, professionalism or substance abuse.

CPA CreditsThe Pennsylvania Bar Institute has been accepted

as a program sponsor by the State Board ofAccountancy and the State of New Jersey Board of

Accountancy. Each day of this program qualifiesfor a total of 7 hours of continuing education credit.

Pennsylvania Bar Institute ScholarshipsPBI offers substantially reduced tuition for most

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application, contact Scholarship Administrator atscholarships@pbi.org or (800) 932-4637 Ext. 2284

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AND THE PBI PRESS

4

The limited liability company (LLC) business entity offers manyadvantages, including pass-through taxation benefits to ownerswithout sacrificing internal governance flexibility. But practitionersmust confront numerous drafting decisions when assisting a client instructuring an LLC.

Pennsylvania LLC Documents gives you both annotated Certificate ofOrganization and annotated Operating Agreement forms for the fourbasic LLC types: • Single member LLC • Corporation governancemodel • General partnership governance model, and • Limitedpartnership governance model

The model forms, provided on CD-ROM in both annotated andunannotated versions, serve as models for developing the appropriateLLC documents for your clients.

ORDER TODAY!Pennsylvania LLC Documents (3046) — $79(196 pages, published March 2003)

6” x 9” three-ring binder w/CD-ROM (includes bothannotated and unannotated forms in both WordPerfect andMicrosoft Word formats)

Include $6.00 shipping & 6% Pa. sales tax on all book orders.

AUTOMATIC UPDATE SERVICEThis book is included in PBI’s automatic update service. PBI willpublish supplements and new editions as appropriate to keep thebook up to date. Everyone who purchases the book will receiveeach update at a reduced price with an invoice and an option toreturn it with no further obligation. NOTE: If you do not want tobe enrolled in this service, simply complete the line so indicatingon the order form.

Recommended by the Title 15 Revision Task Force of the PBABusiness Law Section, The Modern Rules of Order is a simple andstraightforward system that can be mastered in just half an hour,with a handy chart that tells, at a glance, how to handle any motion.

Recognizing that the purpose of a meeting is to get things done andthat procedural rules should enable, not encumber, that purpose, TheModern Rules of Order empowers a meeting chair to encourage fulland fair debate, and then bring an issue to a vote.

The Modern Rules of Order provides a concise, practical guide toimprove the quality and productivity of any meeting. In addition tosuccinct discussion of each of the 15 Rules of Order, the book alsooffers model agendas, minutes, and more. And, its convenientsoftcover pocket-size format makes it ideal to take to any meeting.

Build Your Practice!Give this book to your business & nonprofit clients.The book is especially designed and priced for you to give toclients. A box on the back labeled “Compliments of,” is ready foryou to enter your name or that of your firm. A great choice with theholidays approaching.

The more you buy, the more you save!Your clients will appreciate the book’s practical, down-to-earthapproach. They will find it to be convenient and easy to use. And,they will find your thoughtfulness and generosity unsurpassed.

Pennsylvania LLC Documents

The Modern Rules of Order

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I have enclosed my discount coupon in the amount of $______ for my: 1st 2nd 3rd 4th 5th PBI seminar.

A check made payable to PBI for $___________________ is enclosed.

Or charge my: Exp.Date__________Card #__________________________________________________ Signature_______________________________________________

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I cannot attend, but would like to purchasethe course book (2006-4343): $149Include $6.00 shipping and $9.30 sales tax for a total of $164.30

One copy of 12th Business Lawyers’ Institute © 2006 PBIis included for the day(s) of your registration.

If you are ordering the books separately, please allowtwo weeks after the program for shipment.

7964

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Tuition for Two Days

$499 Member — Pa., or any co. bar assn.$459 Member admitted after 1/1/02$539 Nonmember$189 Paralegals attending with an attorney$249 Paralegals attending alone$250 Judges and judicial law clerks$230 Judges and judicial law clerks

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Tuition for One Day

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(course book & luncheon included)(course books & luncheons included)

Wed., Nov. 1 Thurs., Nov. 2Both Days

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Philadelphia • Wed., Nov. 1 & Thurs., Nov. 2, 2006The CLE Conference Center, Wanamaker Building10th Floor, Ste. 1010, Juniper St. Entrance(between 13th & Broad Sts., opposite City Hall)8:30 am to 4:15 pm both days; registration begins at 8:00 am

DESIGNYOUR OWNSEMINAR!

At least one sessionin each hour

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CHOOSE FROMSESSIONS IN:

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WED., NOV. 1 & THURS., NOV. 2, 2006The CLE Conference Center, Wanamaker Building8:30 am to 4:15 pm each day, registration begins at 8:00 am

It’s the event of the year

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12CLE CREDITS

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