THESANFRANCISCOBAYAREACHAPTEROFTHEASSOCIATIONOFCORPORATECOUNSEL

PRESENTS:

DEALORNODEAL2017-EPISODEVII:THELASTCONTRACT

THURSDAY,NOVEMBER9,2017HYATTREGENCY,SANTACLARA,CALIFORNIA

DEALORNODEAL2017:EPISODEVII–THELASTCONTRACT

Breakfast and Registration: 7:00 – 8:00

Session 1: 8:00-9:00 Presented by Osborne Clarke Successful Contracting with Consumers in Europe

Break 9:00-9:10

Session 2: 9:10-10:10 Presented by Crowell Moring The Impact of Today's Activist Stockholders: Why Activists are Key Deal Drivers Now

Break 10:10-10:20

Session 3: 10:20-11:20 Presented by Fasken Martineau DuMoulin Overview of Canadian M&A Considerations and Legal Issues in Acquiring and Operating

Businesses in Canada

Lunch Service 11:20-11:50

Lunch Session 4: 11:50 -1:20 Presented by White & Case Recent Developments for IP and Technology Transaction Attorneys

(1.5 MCLE credit)

Break 1:20 – 1:30

Session 5: 1:30-2:30 Presented by Baker McKenzie GDPR 2.0 - Non-Privacy Implications of Europe's Privacy Regulation

Snack Break 2:30-2:40

Session 6: 2:40-3:40 Presented by Sidley & Austin Negotiating Tactics and Strategies in Technology Transactions

Break 3:40-3:50

Session 7: 3:50-4:50 Presented by Fieldfisher

Europe's Top 10 Contract Deal Issues - Tactics to Cut the Deal of Your Life

Break 4:50-5:00

Session 8: 5:00-6:00 Presented by Davis Polk Cloud Computing Transactions: Risks, Rewards and Mitigation Techniques

Reception: 6:00-7:00

DEALORNODEAL2017:EPISODEVII–THELASTCONTRACT

:SPEAKERS

Session 1: 8:00-9:00 Presented by Osborne Clarke Title: Successful Contracting with Consumers in Europe Speakers: Emily Jones - Partner and Head of West Coast (US), Osborne Clarke

Konstantin Ewald - Partner (Germany), Osborne Clarke John Davison-Kelly - Partner (UK), Osborne Clarke

Session 2: 9:10-10:10 Presented by Crowell Moring Title: The Impact of Today's Activist Stockholders: Why Activists are Key Deal Drivers Now Moderator: Jeffrey C. Selman - Partner, Crowell & Moring Panelists: Peter Michelsen - President, CamberView Partners LLC

Session 3: 10:20-11:20 Presented by Fasken Martineau DuMoulin Title: Overview of Canadian M&A Considerations and Legal Issues in Acquiring and Operating Businesses in Canada Speakers: Jay Lefton – Partner, Fasken Martineau DuMoulin LLP

Dan Vaughn - Director, M&A Legal, Intel Capital Tom Fountain - Senior Vice President, Strategy and Corporate Development, McAfee

Lunch Session 4: 11:50 -1:20 Presented by White & Case Title: Don’t Get Blinded by the Dark Side: Recent Developments for IP and Technology Transaction Attorneys

(1.5 MCLE credit) Speakers: Daren Orzechowski - Partner, White & Case

Derek Lowery - Lead Commercial Counsel, Facebook Amy Lemyre - Group IP Counsel, Intel

Session 5: 1:30-2:30 Presented by Baker McKenzie Title: GDPR 2.0 - Non-Privacy Implications of Europe's Privacy Regulation Speakers: Matthew Gemellow - Partner, Baker McKenzie, Palo Alto

Yana Komsitsky - Associate, Baker McKenzie, Palo Alto Barbara Klementz - Partner, Baker McKenzie, San Francisco Veronika Nemeth - Partner, Baker McKenzie, San Francisco Lothar Determann - Partner, Baker McKenzie, Palo Alto Margaret Bang – Director, Legal, Gigamon

Session 6: 2:40-3:40 Presented by Sidley & Austin Title: Negotiating Tactics and Strategies in Technology Transactions Speakers: Glenn Nash - Partner, Sidley & Austin

Karen Lorenzo - GC & EVP Business Affairs, Tribeca Enterprises Joe Ramirez - Vice President Licensing and Associate General Counsel, Adobe Systems Aaron Thacker - Vice President and Associate General Counsel, Medallia

Session 7: 3:50-4:50 Presented by Fieldfisher Title: Europe's Top 10 Contract Deal Issues - Tactics to Cut the Deal of Your Life Speakers: Philipp Plog - German Partner, Fieldfisher

Laura Berton - Partner, Fieldfisher Mirena Taskova - Senior Associate, Fieldfisher Anna Gassot - Associate, Fieldfisher Barbara Walkowski - SVP Strategic Operations and Chief Legal Officer, Snowflake Computing, Inc.

Session 8: 5:00-6:00 Presented by Davis Polk Title: Cloud Computing Transactions: Risks, Rewards and Mitigation Techniques Speakers: Michelle Ontiveros Gross - Counsel, Davis Polk

Steve Salmon - Partner, Davis Polk Arthi Chakravarthy - VP, Commercial Legal Affairs, TiVo

DEALORNODEAL2017:EPISODEVII–THELASTCONTRACT

Session One: 8:00-9:00 Presented by Osborne Clarke Title: Successful Contracting with Consumers in Europe The EU consumer regulatory landscape continues to evolve at speed as new and updated laws come into force. Regulators and consumer groups are also becoming increasingly proactive in investigating, litigating and enforcing consumer rights. With all of this to contend with, how can US tech companies address the key requirements, manage their risk, and successfully sell their products and services to consumers in Europe? This presentation will provide an update on new EU laws, provide insights on where regulators are focusing, drafting tips for your terms and conditions, as well as address some hot topics including online contracting and child consent issues so that you can keep ahead of the curve and successfully grow your B2C business in Europe.

Session Two: 9:10-10:10 Presented by Crowell Moring Title: The Impact of Today's Activist Stockholders: Why Activists are Key Deal Drivers Now Join us to hear how activists are pressuring companies to change strategic direction, how they can effect pending and prospective transactions, and how in-house counsel can respond.

As institutional investors become more and more willing to follow the lead of activists, Boards must be ready to respond to activist campaigns. These campaigns can also put pressure on deals – and companies must be prepared to respond on the buy-side when an activist intervenes in a pending transaction. We will discuss dual-class stock as a means to lessen the impact of activists. Finally, we will touch on the role of proxy-advisory firms and possible SEC direction as activist campaigns become more and more influential.

Session Three: 10:20-11:20 Presented by Fasken Martineau DuMoulin Title: Overview of Canadian M&A Considerations and Legal Issues in Acquiring and Operating Businesses in Canada While many of the issues associated with implementing a Canadian M&A engagement or establishing a business to operate in Canada are similar to those that would apply in the U.S., certain of the issues are fundamentally different. Frequently U.S. attorneys mistakenly assume that the principles that they are familiar with have universal application in Canadian transactions, and that can be a costly mistake for their clients. This program will present an overview of key issues that U.S. attorneys need to understand in order to advise clients in negotiating purchase agreements to acquire a Canadian business or otherwise establishing a presence in Canada. It will identify various key “deal point” differences between U.S. and Canadian practice, and will describe various methods of doing Canadian M&A, including using “amalgamations” and court-approved “plans of arrangement”. It will address the importance of addressing local practices in the preparation of employment agreements, and it will also identify and discuss various Canadian corporate, tax and IP issues, and discuss the effect of Canada’s privacy, anti-spam, Competition Act (anti-trust) and Investment Canada Act legislation, as well as the Civil Code regime in Quebec. All of these issues are relevant from a due diligence perspective in conducting M&A in Canada, as well as when establishing a new business in Canada. Consideration will also be given to transactions where the non-Canadian acquiror is paying some or all of the purchase price in its own equity (including a discussion of the use of “exchangeable shares”). The law and practice relating to the use of restrictive covenants will be discussed in the context of both M&A transactions and more generally in employment relationships.

Lunch Session Four: 11:50 -1:20 Presented by White & Case Title: Don’t Get Blinded by the Dark Side: Recent Developments for IP and Technology Transaction Attorneys

(1.5 MCLE credit) A review of important judicial decisions and developments from the past 18 months and how they may impact your intellectual property and technology focused transactions. Among the developments covered will be Lexmark’s impact on patent exhaustion, TC Heartland and patent venue, the updated antitrust guidelines for the licensing of intellectual property, the Defend Trade Secrets Act of 2016, and the Microsoft warrant case. Our panel brings together several perspectives from practitioners focused on IP and data driven products and service offerings. Daren Orzechowski, a partner in White & Case’s global technology transactions practice, will chair our panel. He will be joined by Amy Lemyre of Intel and Derek Lowrey of Facebook.

Session Five: 1:30-2:30 Presented by Baker McKenzie Title: GDPR 2.0 - Non-Privacy Implications of Europe's Privacy Regulation After years of consulting, drafting, debating and lobbying, The European Union's "General Data Protection Regulation" is now law and will take effect in May 2018. This panel will move past the privacy law requirements of the new regulation and unpack the global employment, equity and executive compensation, anticipated monitoring/ investigations and litigation, corporate, commercial, M&A and PAI implications. Speakers will provide practical suggestions for how in-house counsel should be preparing in these areas.

Session Six: 2:40-3:40 Presented by Sidley & Austin Title: Negotiating Tactics and Strategies in Technology Transactions This session will focus on key tactics and strategies counsel should consider in negotiating various types of technology agreements such as in-licenses, outbound licenses, strategic alliances and joint ventures. The panel will focus on effective negotiating styles, preparing for negotiations, effective negotiating techniques and how to deal with specific negotiating tactics.

Session Seven: 3:50-4:50 Presented by Fieldfisher Title: Europe's Top 10 Contract Deal Issues - Tactics to Cut the Deal of Your Life Sometimes you need to tailor your contract to fit the applicable local rules. More so in Europe where codified laws and certain prescriptive rules construct interpretations you may not anticipate. This session will talk through a case study scenarios to illustrate US contractual terms that won't work in Europe. We'll explore the looming consequences of Brexit on contracts. Describe the terms may be implied by Europe's laws to impose outcomes you didn't expect. Comment on best practices for excluding liability without overreaching. Attack boilerplate clauses that complicated the interpretation of the contract.

Forearmed is forewarned – will you be EU deal ready? A panel of Fieldfisher's French, German attorneys will train you in the ways of an EU Jedi.

Session Eight: 5:00-6:00 Presented by Davis Polk Title: Cloud Computing Transactions: Risks, Rewards and Mitigation Techniques This presentation will discuss cloud computing issues encountered in corporate transactions. We will review due diligence, contract issues and negotiation strategies, cloud computing insurance coverage, and current privacy and cybersecurity issues.

PRESIDENT’SMESSAGE

AMessagefromthePresident:WelcometoDealorNoDeal2017:EpisodeVII–TheLastContract

Welcome to theSFBAACCChapter’s7thDealorNoDealall-dayCLEevent! Iwouldliketotakethisopportunitywelcomeyoutoourmostpopularandoneofourlargestall-day CLE events as the President of the San Francisco Bay Area Chapter of the

Association of Corporate Counsel (ACC-SFBA) for 2017. Iwould like to say thank you to each of theChapterMembersof thelargestChapterintheACCGlobalNetwork.Ourmembershiptopsover2800in-housecounsel!

We plan over 90 exciting events and opportunities each year to meet your CLE needs and provideforums and venues for you to network with each other and other members of the legalcommunity.ThesenumerouseventshelpedustobecomeaGoldChapterofDistinction2017alongwithanHonorableMentionforInnovativeProgrammingforourMarchMadnessSpringCLEDay!WewouldliketothankourBoardofDirectors,ChapterLeaders,Members,andourgenerousSponsorsforhelpingusachievemoreACChonorssuchasthese.

AdeepnoteofgratitudetoourEventandChapterSponsors,whosegeneroussupportmakespossiblethemonthly,substantiveandspecialall-dayevents,suchastoday’sDOND.Theseuniqueopportunitiesnot only provide up-to-date legal developments but also allow you to meet your fellow Chaptermembers,theChapterSponsors,andexpandyourlegaltoolboxtobeabletohandleandsolvethemanychallengesyoufaceasin-housecounsel.

Wehopethatyoufindtoday’sDONDeventeducational,valuable,andworthyofyourtimeoutsideoftheoffice.Today’ssessionswillprovideanin-depthlookatsomeofthechallengeswefacewhencontractinginternationally,dealingwithprivacyissuesandnegotiatingtactics inourdailytransactionalactivities,andprovidetoolsthatcanhelpyoubecomeabetterin-housecounsel.

IencourageyoutoattendourotherChapterprogramsandnetworkingevents,andinviteotherin-housecolleagues to join the ACC as well.If you have any suggestions for future CLE topics or networkingevents,pleaseletusknowbypostingthemonourLinkedInpage,tweetingthem,orsharingthemwithanyoneofourChapterLeadersorourExecutiveDirector,DeeDeeFord.

Thankyou,Lilia

LILIAROSECHAPTERPRESIDENT,2017-2018SANFRANCISCOBAYAREACHAPTERASSOCIATIONOFCORPORATECOUNSEL

DEALORNODEALCOMMITTEEAliceKopeAndriaJonesJackKhouri

JeremyLivianuAllisonMalinLucyReckseit

WISHTOTHANKFORTHEIRSUPPORT:

SFBABOARDOFDIRECTORSPresident, Lilia Rose, Vice President, Operations, Jesse Francway,

Vice President, Programming, Spencer Chen, Treasurer, David Mason, Secretary, Lydia Tallent, Director & Immediate Past President, Darcy Manning, Director & Sponsorship Chair, Mia Chiu,

Director & Membership Chair, Lucy Reckseit, Director, Cathy Bump, Director, Kevin Chung, Director, Larry Denny, Director, Alice Kope, Director, Joanne Suh

CHAPTERLEADERSAdvocacy & Alliances, Katia Bloom, Olga Mack, Bill Cosden

Career Development, Aileen Casanave, Alice Kope Chapter of the Year, Scott Forsyth, Jesse Francway, Spencer Chen

Chief Legal Officer, Olga Mack, Katia Bloom Compliance Day, Andria Jones, Jack Khouri, Larry Denny, Jeremy Livianu, David Parandoosh

Corporate and Securities, Jack Khouri, Rafael Aguirre-Sacasa Day at the BallPark/Night with the Warriors, Rob Shives, Juan Walker

Diversity, Alex Ponce de Leon, Juan Walker International, Allison Mason, Katia Bloom

Internship, Lucy Reckseit Labor and Employment, Ted Borromeo, Kevin Chung

Life Sciences, Alice Kope, Jeremy Livianu Litigation and Risk Management, Alex Ponce de Leon

March Madness, Alice Kope, Aileen Casanave, Tessa McFarland, John Lee, Mia Chiu Membership, Lydia Tallent, Olga Mack

Networking/Social, Joanne Suh, Ingrid MacKay Patent, Joanne Suh, EunHae Park

Privacy & e-Commerce, Cathy Bump, Paola Zeni Pro Bono, Kevin Chung, Suk Lee

Programming Committee, Spencer Chen, Scott Forsyth, Sandy Rosen, Bill Cosden, Ingrid MacKay, Cathy Bump, Ted Borromeo, Katia Bloom, Tessa McFarland, Lucy Reckseit, Darcy Manning, Paola Zeni

PR-Communications, Suk LeeReal Estate, Sandy Rosen, Tessa McFarland

Sponsorship, Mia Chiu, David Parandoosh, Scott Forsyth, Jesse Francway, Darcy Manning Accountant, Martha Branch

CHAPTERSPONSORSANDCOMMITTEESPONSORS

And,lastbutdefinitelynotleast…

DeeDeeFord,ChapterExecutiveDirectorEchannaSampson,ChapterAdministrator

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THANK  YOU  SPONSORS!