Podcast appearances and mentions of arnold porter

Jon Michaels is Professor of Law at UCLA School of Law. His scholarly and teaching interests include constitutional law, administrative law, national security law, the separation of powers, presidential power, regulation, bureaucracy, and privatization. Michaels is a graduate of Williams College, Oxford University, where he was a Marshall Scholar, and Yale Law School, where he served as an articles editor for the Yale Law Journal. Michaels clerked first for Judge Guido Calabresi of the U.S. Court of Appeals for the Second Circuit and then for Justice David Souter of the U.S. Supreme Court. Immediately prior to his appointment at UCLA, Michaels worked as an associate in Arnold & Porter's National Security Law and Public Policy Group in Washington, DC. A two-time winner of the American Constitution Society's Cudahy Award for scholarly excellence in administrative law and an elected member of the American Law Institute, Michaels has written essays for the New York Times, Washington Post, LA Times, Foreign Affairs, Time Magazine, and the Guardian. He is a frequent legal affairs commentator for national and local media outlets. His 2017 book, Constitutional Coup: Privatization's Threat to the American Republic, was published by Harvard University Press. Michaels's second book, titled Vigilante Nation: How State-Sponsored Terror Threatens Our Democracy will be published by Simon & Schuster/Atria in October 2024.

On June 26, 2024, B&C, along with the Environmental Law Institute and the George Washington University Milken Institute of Public Health, sponsored the all-day virtual conference, TSCA Reform — Eight Years Later. The quality of the discussion, the caliber of the participants, and the timeliness of the content motivated us to repurpose the substantive sessions. B&C and ELI are pleased to co-sponsor this episode of All Things Chemical® to enable our podcast audience to listen to these sessions. Maria J. Doa, Ph.D., Senior Director, Chemicals Policy, Environmental Defense Fund (EDF), moderated Panel 2: Risk Evaluation and the Supporting Role Sections 4 and 8 Play. The panelists included David B. Fischer, Counsel, Keller and Heckman LLP; Jeffery T. Morris, Ph.D., Director, Existing Chemicals Risk Assessment Division, Office of Pollution Prevention and Toxics (OPPT), EPA; Katherine O'Brien, Senior Attorney, Toxic Exposure and Health Program, Earthjustice; Judah Prero, Counsel, Arnold & Porter; and Tracey Woodruff, Ph.D., Professor and Director, University of California, San Francisco, Program on Reproductive Health and the Environment. The panel considered EPA's revised chemical prioritization and risk evaluation processes; the role and extent of peer review; and the utility and timing of Section 4 test rules. More information on EPA's final 2024 rule amending the risk evaluation framework rule is available in our May 14, 2024, memorandum. ALL MATERIALS IN THIS PODCAST ARE PROVIDED SOLELY FOR INFORMATIONAL  AND ENTERTAINMENT PURPOSES. THE MATERIALS ARE NOT INTENDED TO CONSTITUTE LEGAL ADVICE OR THE PROVISION OF LEGAL SERVICES. ALL LEGAL QUESTIONS SHOULD BE ANSWERED DIRECTLY BY A LICENSED ATTORNEY PRACTICING IN THE APPLICABLE AREA OF LAW. ©2024 Bergeson & Campbell, P.C.  All Rights Reserved

This Day in Legal History: Switzerland Federal Charter SignedThis day in legal history marks the anniversary of the signing of the Federal Charter on August 1, 1291, which laid the foundation for the Swiss Confederation. This historic agreement united three Alpine cantons—Uri, Schwyz, and Unterwalden—establishing a pact for mutual defense against external threats and maintaining internal peace. The Federal Charter, known as the "Bundesbrief," is one of the earliest examples of a written constitution in Europe, symbolizing the birth of Switzerland as a confederation.The signatories pledged to support each other in disputes and conflicts, emphasizing the principles of cooperation and self-governance. This alliance was crucial in resisting the influence of the Habsburg dynasty, which sought to dominate the region. Over time, additional cantons joined the confederation, expanding and strengthening the alliance.The Federal Charter's emphasis on mutual defense and collaboration laid the groundwork for Switzerland's longstanding tradition of neutrality and federalism. It remains a significant symbol of Swiss national identity and independence. The principles enshrined in the charter continue to influence Switzerland's political structure and commitment to direct democracy. Today, August 1 is celebrated as Swiss National Day, commemorating the unity and enduring legacy of the Federal Charter.Accounting regulators and industry leaders are drafting reforms to state CPA licensing rules to expand the profession's workforce by allowing new pathways to earn the credential. These changes may include skills acquired outside the classroom. Draft changes to model legislation, serving as a template for state regulations, could be ready for public comment by September. The goal is to finalize these changes before next year's legislative sessions, according to Sue Coffey, CEO of public accounting for the Association of International Certified Professional Accountants.The reforms aim to address declining graduation rates and a workforce that has shrunk by 17% since the pandemic. Proposed pathways for earning the CPA credential may include a mix of formal education and work experience, potentially eliminating the requirement for 150 college credit hours and specific schooling.A recent report suggests offering skills-based paths without traditional education requirements, which could attract more candidates, including minority students. The report also recommends increasing starting wages, improving the profession's image, and providing more flexible schedules.The pipeline task force is collaborating with the National Association of State Boards of Accountancy to develop model language and outline essential skills for credentialed accountants. In September, a broader group of industry leaders will discuss advancing these recommendations and developing a scorecard to measure progress.States are already exploring flexible education requirements, with some proposing alternatives such as apprenticeships and different combinations of education and experience. Coffey emphasizes that any licensing reforms should maintain the rigor of the CPA license while accommodating state-specific solutions.CPAs Pitch More ‘Flexible' Licensing Rules to Expand WorkforceRudolph Giuliani has agreed to pay $100,000 in cash and use proceeds from future sales of his multimillion-dollar homes to settle administrative bankruptcy fees, concluding his Chapter 11 case. Giuliani and his largest creditors reached an agreement outlining how he will exit bankruptcy without having to testify about his finances. Despite a judge ruling that the case must be dismissed due to a lack of progress, Giuliani initially struggled to guarantee payment for an estimated $400,000 in fees. Under the proposed order, Giuliani will immediately pay $100,000 to Global Data Risk LLC, with the remaining fees to be covered by proceeds from the sale of his Manhattan penthouse or his Palm Beach condominium. GDR will have liens on both properties and may foreclose if fees are not paid within six months. Giuliani's Manhattan penthouse is listed for $5.7 million, and his Florida home is valued at approximately $3.5 million.Giuliani filed for bankruptcy in December following a $148 million defamation judgment. He has $10.6 million in assets but failed to provide full financial records during nearly seven months in Chapter 11. Additionally, he faces a defamation suit from Dominion Voting Systems, criminal cases related to the 2020 election, and a $10 million lawsuit from former employee Noelle Dunphy for sexual harassment and assault. The case is In re Rudolph W. Giuliani, Bankr. S.D.N.Y., No. 23-12055.Giuliani Reaches Bankruptcy Dismissal Deal to Pay Legal FeesCrowdStrike has been sued by shareholders, accusing the cybersecurity company of concealing inadequate software testing that led to a massive global outage on July 19, affecting over 8 million computers. The proposed class action, filed in Austin, Texas, claims that CrowdStrike misled investors about the reliability of its technology, which was proven false when a faulty software update caused significant disruptions worldwide, including to airlines, banks, hospitals, and emergency services. Following the outage, CrowdStrike's share price dropped by 32% over 12 days, erasing $25 billion in market value.Chief Executive George Kurtz is required to testify before the U.S. Congress, and Delta Air Lines has hired attorney David Boies to seek damages, reporting $500 million in losses from the incident. The lawsuit references a March 5 conference call where Kurtz described the software as "validated, tested and certified." CrowdStrike, based in Austin, denies the allegations and intends to defend itself vigorously. The lawsuit, led by the Plymouth County Retirement Association, seeks unspecified damages for holders of CrowdStrike Class A shares between November 29, 2023, and July 29, 2024.The case is named Plymouth County Retirement Association v. CrowdStrike Inc et al, in the U.S. District Court for the Western District of Texas. The aftermath of the outage and the subsequent drop in stock prices might lead to more lawsuits against CrowdStrike.CrowdStrike is sued by shareholders over huge software outage | ReutersPaul Hastings has recruited Brian Israel, the former chair of Arnold & Porter's environmental practice, to co-head its environmental litigation practice. Israel, based in Washington and Los Angeles, brings over 20 years of private practice experience and a decade of leadership in environmental law. He is known for representing major corporations such as BP in the Deepwater Horizon oil spill case, as well as companies like Chemours Co., CSX Corp., Dow Chemical, Honeywell Inc., Monsanto Co., and Motorola Solutions Inc.Israel's decision to join Paul Hastings came after collaborating with its lawyers on a significant environmental case, which convinced him of the firm's potential to become a leading force in environmental law. Paul Hastings' environmental practice is co-chaired by Navi Dhillon and has a strong presence in California. Israel sees his move as an opportunity to help build a nationally recognized environmental practice.This hiring continues Paul Hastings' trend of attracting top legal talent, including recent additions like a 12-lawyer white collar team in Paris, trial lawyer Renato Mariotti in Chicago, and cybersecurity expert Michelle Reed in Dallas. On the transactional side, the firm recently added an 11-partner private credit and restructuring team from King & Spalding.Israel noted that his area of focus is evolving due to national low-carbon initiatives and recent Supreme Court rulings, which have reshaped the environmental regulatory landscape. These changes are increasing demand for high-level expertise in environmental law, a demand that Israel is well-positioned to meet. He joined Arnold & Porter in 2000 after serving as a trial attorney in the environmental enforcement section of the US Department of Justice and has authored a leading treatise on Natural Resource Damages claims.Paul Hastings chair Frank Lopez stated that Israel's addition enhances the firm's capability to handle complex and important matters for its premier clients.Paul Hastings Lures Arnold & Porter Environmental Chair Israel This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

As Vice President and General Counsel, Carl analyzes, advocates, and testifies on tech-related legislative and regulatory initiatives relevant to online companies. Carl is also an adjunct professor of internet law at the George Mason Antonin Scalia Law School.  Before joining NetChoice, Carl was an intellectual property attorney at the lawfirm of Wildman, Harrold, Allen & Dixon where he advised clients on privacy, Internet, e-commerce, and contractual matters. He also worked at the lawfirms of Venable and Arnold & Porter.  Before law school, Carl worked at the Federal Trade Commission (FTC) on the staff of Commissioner Orson Swindle, where he helped create and implement the FTC's Consumer Information Security Outreach Plan and assisted the White House in establishing the National Strategy for Cyber Security. Carl obtained his J.D. and Communications Law Certificate from the Catholic University of America, magna cum laude, and Carl obtained his B.A. in Economics, Managerial Studies, and Policy Studies from Rice University. Carl is licensed to practice law in Washington, DC and is a Certified Information Privacy Professional (CIPP/US) and has been recognized as a “Tech Titan” by the Washingtonian.

This Day in Legal History: Flag Statutes in Public SchoolsOn this day in legal history, June 14, 1943, the US Supreme Court issued a landmark decision in West Virginia State Board of Education v. Barnette, profoundly impacting the rights of individuals in public schools. The case arose when Jehovah's Witnesses challenged a West Virginia mandate requiring students to salute the American flag and recite the Pledge of Allegiance, actions contrary to their religious convictions. The Court ruled that forcing students to participate in patriotic rituals violated their First Amendment rights to freedom of speech and freedom of religion. Justice Robert H. Jackson, writing for the majority, asserted that compelling students to salute the flag was a form of coerced speech that infringed upon their individual liberties. The decision overturned the 1940 ruling in Minersville School District v. Gobitis, which had upheld mandatory flag salutes. Jackson famously stated, "If there is any fixed star in our constitutional constellation, it is that no official... can prescribe what shall be orthodox in politics, nationalism, religion, or other matters of opinion."This ruling reinforced the principle that the government cannot force individuals to express beliefs they do not hold. It underscored the protection of individual freedoms against state-imposed conformity, significantly shaping the interpretation of First Amendment rights in the educational context. The Barnette decision remains a cornerstone in American constitutional law, symbolizing the enduring protection of individual liberties in the face of governmental authority.Large national law firms are increasingly establishing offices in Boston, potentially overshadowing local firms that have operated regionally for decades. This year, Simpson Thacher & Bartlett, Paul Hastings, and Blank Rome announced new Boston offices, while Covington & Burling, Arnold & Porter, and Akin Gump Strauss Hauer & Feld did so last year. In a notable move, Goodwin Procter recently recruited a five-partner tech and life sciences team from Cooley in Boston, signaling a consolidation trend in legal services within these sectors. The health and energy industries have remained strong in a sluggish deals market, bolstered by the financial strength of health care giants and incentives from the Inflation Reduction Act.The number of law firm openings in Boston has surged over the past decade, with over 40 firms establishing a presence since 2016. This influx includes regulatory-focused firms like Covington and UK-based Magic Circle firms such as Allen & Overy. As large firms move in, regional firms face the risk of losing talent and clients.Despite these developments, the efforts of new Big Law entrants in Boston remain in their early stages, with firms like Simpson Thacher planning deliberate growth to tap into the city's talent pool.Big Law Firms Eye Boston to Tap Hot Tech, Health Care MarketsThe Federal Energy Regulatory Commission (FERC) has three new commissioners, which could influence the review process for natural gas pipelines and liquefied natural gas (LNG) terminals. Industry advocates argue these projects are essential to meet rising electricity demand, while environmental groups push for rejection due to the long-term climate impacts of fossil fuels. The newly confirmed commissioners—Democrats David Rosner and Judy Chang, and Republican Lindsay See—join FERC at a critical time. With Commissioner Allison Clements' upcoming departure, FERC will regain a 3-2 Democratic majority for the first time in 18 months.Historically, FERC's decisions on natural gas have been contentious, with a 2022 policy to scrutinize gas projects leading to the end of former Chairman Richard Glick's tenure. The new commissioners have indicated a focus on gas infrastructure, despite past environmental concerns. Chang, for example, moderated her previous stance against new gas pipelines during her confirmation hearing.FERC's decisions are crucial amid growing electricity demands, driven by factors like artificial intelligence and increased manufacturing. Natural gas consumption is at record highs, and new power generation, particularly from gas, is necessary to meet future needs. However, permitting reviews and litigation have slowed the expansion of pipeline capacity. Industry experts stress the need for regulatory certainty to align infrastructure with demand, a sentiment echoed by the Interstate Natural Gas Association of America. The new FERC commissioners face the challenge of balancing these competing interests as they begin their terms.Divisive Gas Reviews Pose Early Test for New FERC CommissionersOn June 13, the U.S. Senate Judiciary Committee advanced bipartisan legislation to create 66 new judgeships in federal district courts across states like California, Delaware, and Texas. This marks the first major judiciary expansion in over three decades. The committee's unanimous 20-0 vote moves the JUDGES Act to the full Senate for consideration. If enacted, it will be the first comprehensive authorization of new judges since 1990, addressing longstanding requests to manage rising caseloads in 25 district courts nationwide.The last time new judgeships were created was in 2003, but efforts to expand the federal bench have since stalled due to partisan concerns. The current bill mitigates these concerns by incrementally adding the new judicial seats over ten years, starting in January 2025, after the 2024 presidential election. This phased approach aims to prevent any single party or president from gaining an advantage.Democratic Senator Chris Coons, a co-sponsor of the bill, emphasized the urgency of expanding the federal bench to address the growing backlog of court filings since 1990. The JUDGES Act aligns with recommendations from the Judicial Conference, seeking to add judges in districts facing a "genuine crisis of workload."U.S. District Judge Robert Conrad expressed the judiciary's appreciation for the Senate's efforts. The judiciary currently has 677 authorized district court seats and 10 temporary ones, which another Senate-passed bill aims to make permanent.Initially opposed to adding more judges, Republican Senator Chuck Grassley supported the bill after amendments spread the additions over time. The JUDGES Act now plans to introduce the 66 new judgeships in five stages through 2035, with three temporary judgeships in Oklahoma.A companion bill is pending in the Republican-led House of Representatives, backed by Representative Darrell Issa, chair of the House Judiciary Committee's panel on courts.US Senate panel advances bipartisan bill to create new judgeships | ReutersThe proposed $30 billion antitrust settlement between Visa and Mastercard to limit credit and debit card fees for merchants is in jeopardy. U.S. District Judge Margo Brodie in Brooklyn indicated she is likely to reject the settlement, citing her intent to write an opinion detailing her decision. Both Visa and Mastercard expressed disappointment, describing the settlement as a fair and appropriate resolution to the nearly 19-year-old litigation.Announced on March 26, the settlement aimed to address most claims from nationwide litigation, with small businesses making up over 90% of the settling merchants. Businesses have long argued that Visa and Mastercard's swipe fees, which totaled $172 billion in 2023, are excessive and that the card networks illegally prevent them from steering customers to cheaper payment methods. The settlement proposed reducing swipe fees by at least 0.04 percentage points for three years, capping rates for five years, and removing anti-steering provisions.However, objectors, including the National Retail Federation, criticized the settlement as insufficient, arguing that it would still allow Visa and Mastercard to control swipe fees and prevent future claims by merchants. The case, known as In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, is being heard in the U.S. District Court for the Eastern District of New York.Visa, Mastercard $30 billion fee settlement in peril | ReutersThis week's closing theme is by John David Davis.John David Davis (22 October 1867 – 20 November 1942), often known as J. D. Davis, was an English composer born in Edgbaston, near Birmingham. Although he was born into a musical family, Davis was initially sent to Frankfurt to prepare for a commercial career. However, his passion for music led him to study under Hans von Bülow. Davis completed his education in Germany before furthering his studies in Brussels with Léopold Wallner, Arthur De Greef, and Maurice Kufferath.Upon returning to Birmingham in 1889, Davis began teaching music, notably at the Birmingham and Midland Institute from 1893 to 1904. In 1905, he joined the Guildhall School of Music as a professor of harmony and composition and also served as Professor of Solfège at the International Conservatoire in London.In 1919, Davis married Helen Winifred Juta, the daughter of South African judge Henry Juta. The couple lived in Earls Court, London, before moving to Lisbon in 1936. Davis passed away in Estoril, Portugal, in 1942, and his wife later returned to South Africa, where she died in 1952.This week's closing theme is John David Davis' evocative piece, "Summer's Eve at Cookham Lock, Op. 50." Composed in 1916 for the London String Quartet, this work captures the serene beauty of a summer evening at Cookham Lock. Known for its lyrical quality and gentle atmosphere, "Summer's Eve at Cookham Lock" offers a tranquil auditory experience.The piece, also known as an Idyl for string quartet, demonstrates Davis' ability to paint a vivid picture through music. Its delicate melodies and harmonies reflect the calm and reflective mood of a summer evening by the water. This composition stands as a testament to Davis' skill in creating evocative and picturesque musical landscapes, making it a fitting and soothing choice for this week's closing theme. Enjoy. This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

(0:00) Intro.(1:04) About the podcast sponsor: The American College of Governance Counsel.(1:51) Start of interview.(2:54) Terry's "origin story." (5:18) The start of her legal career with O'Melveny & Myers.(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.(14:55) On the evolution of the purpose of the corporation and emergence of ESG.(17:28) Environmental risks and opportunities (the "E" in ESG)(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."(24:21) On the legal challenges to the SEC Climate Disclosure Rules.(28:11) Social risks and opportunities (the "S" in ESG).(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)(42:14) Challenges to Nasdaq Board Diversity Rule.(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).(46:22) BASF's Truth and Power Distinguished Speaker Series.(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)(52:29)  Books that have greatly influenced her life: My Life on the Road by Gloria Steinem (2015)Lady Justice by Dahlia Lithwick (2022)(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice)  and her Dad.(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)(55:55) An unusual habit or absurd thing that she loves.(56:14) The living person she most admires: Gloria Steinem.Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Are you curious about issues related to competition and geopolitical concerns in the global semiconductor sector? In this episode, Barry Nigro and Alicia Downey talk to Arnold & Porter partner David Emanuelson, formerly in-house M&A counsel for Intel Corporation, about how the Chinese government's State Administration for Market Regulation (SAMR) approaches merger clearance. Listen to this episode to learn about the geopolitical pressures on the semiconductor industry and what antitrust counsel can do to improve the chances of getting a deal cleared in China. With special guest: David Emanuelson, Arnold & Porter Related Links: David Emanuelson & Danielle Drory, "The Potential Chilling Effects of Lowering Standards for Tech M&A Enforcement," 34 Antitrust 14 (2020) Hosted by: Barry Nigro, Fried, Frank, Harris, Shriver & Jacobson LLP and Alicia Downey, Downey Law LLC

On this day in legal history, September 20, 1884, American suffragists formed the Equal Rights Party on the platform plank of recognizing women's right to vote. On this day in legal history, September 20th, we cast our gaze back to a significant milestone in the fight for gender equality in the United States. The Equal Rights Party, a political entity deeply rooted in the advocacy for equal rights and opportunities for all, irrespective of gender, convened for its national convention in the vibrant city of San Francisco, California. In a groundbreaking move during this convention, the party nominated Belva Ann Lockwood, a distinguished attorney based in Washington, D.C., as their presidential candidate. Lockwood was not only a prominent figure in the legal sphere but also a fervent activist for women's rights, making her nomination a historic event in the pursuit of gender equality in American politics.Belva Ann Lockwood, born on October 24, 1830, was a trailblazer in the fields of law and politics, notably being one of the first female lawyers in the U.S. and the first woman to practice law before the U.S. Supreme Court in 1879. Initially a teacher and school principal, she later ventured into law, facing numerous gender-related barriers including being denied her diploma initially upon completing her law studies. Despite the challenges, she successfully lobbied Congress to pass a bill in 1879 that allowed qualified women attorneys to practice in any federal court. Lockwood also made history by running for president in 1884 and 1888 under the National Equal Rights Party, becoming the first woman to officially appear on ballots. Apart from her legal and political pursuits, she was a fervent advocate for women's rights, equal pay, and world peace. Lockwood passed away on May 19, 1917, leaving behind a legacy that broke barriers and paved the way for women in law and politics.Adding to the historic gravity of the event on September 20th was the nomination of Marietta Stow for the vice-presidential position. Stow, who served as the chairman of the convention, became the first woman to preside over a national nominating convention, marking a significant stride in breaking the gender barriers prevalent in the political arena during that period. Her nomination, alongside Lockwood's, underscored the party's commitment to fostering a society where leadership positions were accessible to all, regardless of gender. This convention and the nominations that ensued were a bold statement in the 19th century, echoing the party's unwavering dedication to championing equal rights and setting a precedent for future generations to build upon.The attorneys who facilitated the settlement allowing AMC Entertainment Holdings Inc. to convert its APE preferred units into stocks will receive a fee of $5.7 million, a significant reduction from the initially proposed $20 million. This decision comes in the wake of a substantial decline in AMC's stock value post-conversion. The settlement had prevented AMC from going bankrupt during the pandemic, a victory largely attributed to the "meme stock" traders.Delaware judge, Morgan T. Zurn, who presided over the case, approved the reduced attorney fees, marking the end of a contentious legal battle between AMC's leadership and its investors. The stock value of AMC plummeted by about 85% since the settlement approval on August 11. Following this, AMC announced the sale of a significant number of shares, aiming to raise billions.The legal fee determination was a complex process, with Judge Zurn deciding to calculate it based on several factors including the completion of a 10-to-1 reverse stock split and the issuance of new class A shares. The fluctuating value of the additional shares distributed as part of the settlement also influenced the final fee amount. Initially, these shares were valued at nearly $130 million, but their worth decreased to around $48 million by the time of distribution.The case saw significant involvement from meme stock investors, who actively opposed the settlement, raising concerns over dilution and market manipulation theories circulating online. Rose Izzo, a retail investor who played a crucial role in delaying the stock conversion, was represented separately and her counsel was awarded around $213,000. Izzo's involvement, according to Judge Zurn, brought a necessary adversarial perspective to the proceedings, helping to scrutinize the fairness of the settlement amidst the collaborative stance of the primary parties involved.AMC's Post-APE Stock Crash Reduces Attorney Fees to $5.7 MillionAlex Jones, a prominent right-wing conspiracy theorist and host of Infowars, is facing scrutiny over his lavish spending habits amidst bankruptcy proceedings. Jones defended his expenditure of over $93,000 in July, stating that his role in an "unconventional industry" necessitates higher costs. This defense comes as Jones is being pursued for nearly $1.4 billion in damages awarded to families of the Sandy Hook Elementary School shooting victims, a tragedy Jones falsely claimed was a hoax.Jones argued that the highlighted expenses are not extraordinary but are being used by creditors to manipulate public opinion and potentially remove him from the air. Since filing for Chapter 11 bankruptcy in December, he has reportedly spent over $740,000 on non-bankruptcy protected assets. The creditors assert that Jones continues to lead an "opulent" lifestyle, maintaining assets that should have been liquidated post his bankruptcy filing.Jones maintains that his spending is necessary to fulfill his post-bankruptcy obligations and sustain his income as a celebrity talk show host. The families of the victims are considering requesting a court injunction to halt Jones' unnecessary expenditures or proposing the appointment of a trustee to manage his estate. Jones contends that these actions would infringe on his First Amendment rights, deeming them unconstitutional. The case is ongoing in the Southern District of Texas.Alex Jones Defends $100,000 a Month Lifestyle Amid Bankruptcy (1)In a potentially precedent-setting case, Harold Wells, whose daughter died in the recent Hawaii wildfires, has initiated a lawsuit against three significant landowners, including the governments of Hawaii and Maui County, as well as Kamehameha Schools, a prominent private landowner. Despite the fire not starting on their lands, Wells argues that these entities should be held accountable for allowing invasive grass species to proliferate on their properties, thereby intensifying the fire's spread. These grasses, identified by scientists as a major factor in the fire's escalation, created a substantial amount of fuel that exacerbated the blaze, which claimed 97 lives. The lawsuit posits that the maintenance of large quantities of dry vegetation in areas prone to fires should be considered an "inherently dangerous activity," akin to storing explosives. This case, if successful, might establish a legal framework for imposing liability on property owners amidst increasing fire risks due to climate change and expanding residential areas near wilderness zones. The defendants have either refrained from commenting or noted minimal involvement in the incident.Maui fire lawsuit blames landowners for wild grass growth | ReutersHunter Biden, the son of U.S. President Joe Biden, intends to plead not guilty to federal gun charges, as stated by his lawyer in a recent court filing. This development comes amidst an ongoing political storm, with House Republicans initiating an impeachment inquiry against President Biden, scrutinizing the alleged connections between Hunter's business activities and policies implemented during Biden's vice-presidential term (2009-2017). Hunter Biden, facing three criminal counts concerning gun possession, is the first child of a sitting U.S. president to be criminally indicted. These charges are expected to significantly influence the 2024 presidential campaign, potentially setting the stage for a rematch between Joe Biden and Donald Trump. Hunter, who has held various roles including lobbyist, lawyer, and investment banker, has been a continuous target of attacks from Trump and other Republican figures, accusing him of misconduct linked to Ukraine and China. This case follows a collapsed plea agreement between Hunter and prosecutors over previous tax and gun charges.Hunter Biden will plead not guilty to gun charges | ReutersThe U.S. law firm Arnold & Porter Kaye Scholer announced the inauguration of its new office in Boston, emphasizing its focus on life sciences and healthcare sectors, including transactions, litigation, and government investigations. Hemmie Chang, previously the co-leader of the life sciences industry group at Foley Hoag, will spearhead the new branch. Chang has a notable history of representing prominent companies like Daewoong Pharmaceutical and Windgap Medical in various corporate transactions. The new office will also welcome trial lawyers Joshua Barlow and Fred Kelly, who transitioned from Haug Partners in June. This strategic move aims to integrate Arnold & Porter more deeply into Boston's thriving life sciences and healthcare industry, as stated by Dan Kracov, the co-chair of the firm's respective practice. This development follows a trend of law firms establishing a presence in Boston, with several other firms having opened offices there in the past two years.Arnold & Porter joins influx of law firms to Boston | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

Topic: Breaking Barriers While Helping Others   Guest: Michelle Greenberg-Kobrin   Bio:   Michelle Greenberg-Kobrin is a Clinical Professor of Law at Cardozo Law School and the Founding Director of the Program on Leadership at the Heyman Center for Corporate Governance.  Professor Greenberg-Kobrin is a Lecturer-in-Law at Columbia Law School, where she served as Dean of Students for eleven years. She also holds an appointment at Columbia University's Teachers College in the Klingenstein Center for Independent School Leadership.  She teaches in the areas of transactional law, leadership, conflict resolution and negotiation, intellectual property law and educational governance.  She served as the Title IX Coordinator at Columbia Law School where she authored sexual harassment policies and oversaw the sexual respect initiative, training hundreds of students each year. Professor Greenberg-Kobrin also facilitates the Arev Fund, a grantmaking organization whose mission is to use and promote impactful female Jewish philanthropy to spur change, with a particular focus on the advancement of women.  Areas of interest include spiritual leadership, communal life, social justice, and education. Prior to her appointment at Columbia, she was an attorney in the corporate, securities, and financial Institutions group at Arnold & Porter. She received both her BA and her JD from Columbia University, and was a Bruriah Scholar at Midreshet Lindenbaum and a Torat Miriam fellow.  Professor Greenberg-Kobrin trains leaders around the world and lectures and consultants with various universities, organizations, Jewish day schools and private schools on a wide-range of issues, including leadership training, negotiation and conflict resolution, agunot, policy drafting and implementation, sexual assault and harassment prevention, crisis management, work/life balance, faculty development and training and women and Judaism. She serves on a number of not-for-profit boards and lives in Riverdale, New York with her husband. They are the parents of five children.   In this episode we discuss:   1) Hard Work 2) Memories from Columbia Law School class of 99' 3) Learning in Depth  4) Lessons in Parenting 5) Influencing Students  6) Start-Up Philanthropy 7) Never Saying No and so much more!

In this episode, Joe interviews Satya Thallam: Policy Advisor at the international law firm, Arnold & Porter; and longtime policy expert based in Washington, D.C. who previously served in senior roles at both the White House and the U.S. Senate. Thallam was the lead author and negotiator of the Federal Right to Try Act, which grants terminally ill patients access to experimental therapies and substances that have completed Phase I testing but have not yet been approved by the FDA. He discusses its intricacies and benefits, how psychedelics were not a focus but were always obvious, whether or not it allows people to grow their own mushrooms, and more. He talks abut the implementation of the first Federal legalization of hemp under the Farm Bill in 2018, breaking down the history and detail of how it came to be, and why a difference of .3% in weight truly matters when establishing law. He discusses the changing landscape of politicians and psychedelics; how local action creates a culture of inspiring Washington; the internal fight between different agencies and the endless lobbying it takes to get things done; how one needs to cater their argument by who is listening; risk assessment and judgment-proof operations; the concern over whether or not we got everything wrong with cannabis; and why we will likely begin seeing a lot of coalitions popping up in the psychedelic space. Click here to head to the show notes page. 

Welcome to my new Series "Can you talk real quick?" This is a short, efficiently produced conversation with an expert who will let me record a quick chat to help us all better understand an issue in the news or our lives as well as connect with each other around something that might be unfolding in real time.    Stand Up is a daily podcast that I book,host,edit, post and promote new episodes with brilliant guests every day. Please subscribe now for as little as 5$ and gain access to a community of over 700 awesome, curious, kind, funny, brilliant, generous souls NPR: "A Montana judge on Monday sided with young environmental activists who said state agencies were violating their constitutional right to a clean and healthful environment by permitting fossil fuel development without considering its effect on the climate. The ruling following a first-of-its- kind trial in the U.S. adds to a small number of legal decisions around the world that have established a government duty to protect citizens from climate change.   District Court Judge Kathy Seeley found the policy the state uses in evaluating requests for fossil fuel permits — which does not allow agencies to evaluate the effects of greenhouse gas emissions — is unconstitutional." I reached out to the founder and faculty director of the groundbreaking Sabin Center for Climate Change Law and one of the foremost environmental lawyers in the nation, Michael Gerrard is an advocate, litigator, teacher, and scholar who has pioneered cutting-edge legal tools and strategies for addressing climate change. He writes and teaches courses on environmental law, climate change law, and energy regulation. He was the chair of the faculty of Columbia University's renowned Earth Institute from 2015 to 2018.  For three decades, before joining the Columbia Law School faculty in 2009, Gerrard practiced law in New York, most recently as the partner in charge of the New York office of Arnold & Porter, where he remains senior counsel. As an environmental lawyer, he tried numerous cases and argued many appeals in federal and state courts and administrative tribunals. He also handled the environmental aspects of diverse transactions and development projects and provided regulatory compliance advice to an array of clients in the private and public sectors. Several publications rated him the leading environmental lawyer in New York and one of the leaders in the world. A prolific author, he has written or edited 14 books, including Global Climate Change and U.S. Law, the first and leading work in its field (co-edited with Jody Freeman and Michael Burger), and Legal Pathways to Deep Decarbonization in the United States (co-edited with John Dernbach). His 12-volume Environmental Law Practice Guide and four-volume Brownfields Law and Practice each received the Association of American Publishers' Best Law Book of the Year award. Gerrard is the former chair of the American Bar Association's 10,000-member Section of Environment, Energy, and Resources. He has also chaired the New York City Bar Association's Executive Committee and the New York State Bar Association's environmental law section. He has served on the executive committees of the boards of the Environmental Law Institute and the American College of Environmental Lawyers.  Gerrard also has taught courses at Yale School of Forestry & Environmental Studies, Université Paris 1 Panthéon-Sorbonne, and the University of Malta. He has lectured on environmental law in Brazil, Canada, Chile, China, Costa Rica, Denmark, France, Great Britain, India, Israel, Italy, Japan, Malta, the Marshall Islands, the Netherlands, Norway, Spain, Switzerland, Taiwan, Vatican City, and throughout the United States. He has worked with the government of the Republic of the Marshall Islands on the legal issues caused by rising sea levels that threaten the island nation. Follow Professor Gerrard on Twitter Pete on Tik Tok Pete on YouTube  Pete on Twitter Pete On Instagram Pete Personal FB page Stand Up with Pete FB page All things Jon Carroll  Follow and Support Pete Coe

Welcome to "AI Lawyer Talking Tech," your daily review of the latest legal technology news. Today, we'll be discussing the potential pitfalls of AI in the legal industry, including the use of generative AI and the rise of deepfakes. We'll also be covering the impact of new technology in the workplace and the recognition of Arnold Porter in The Legal 500 United States 2023. So sit back, relax, and let's dive into today's top legal tech stories. OpenAI Faces its First Defamation Lawsuit Over False Allegation Fabricated by ChatGPTDate: 10 Jun 2023Source: Tekedia US Judge Implements Mandatory AI Disclosure for LawyersDate: 10 Jun 2023Source: JDJournal Baton Rouge legal sector taking ‘cautious approach' to AIDate: 10 Jun 2023Source: Upstract AI deepfakes tipped to destroy legal system and incite conspiracy theoristsDate: 10 Jun 2023Source: Head Topics UK PLI Employment Law Institute 2023: The Impact of New Technology in the WorkplaceDate: 09 Jun 2023Source: Epstein Becker & Green Promoting Innovation and Digital Transformation in Europe at LexpoDate: 09 Jun 2023Source: Attorney at Work The Key to Using Generative AI? Retain ResponsibilityDate: 09 Jun 2023Source: Epiq Systems LIVE - ISBAs Solo & Small Firm Conference 2023: The Intersection of Technology and the LawDate: 08 Jun 2023Source: Illinois State Bar Association Four Tax Questions For ChatGPT And Other Language ModelsDate: 09 Jun 2023Source: TaxProf Blog The Legal 500 United States 2023 Recognizes 51 Arnold & Porter Practices, 174 AttorneysDate: 08 Jun 2023Source: Arnold & Porter Section 230 Ends Another Suspended Twitter User's Lawsuit–Zhang v. TwitterDate: 11 Jun 2023Source: Technology & Marketing Law Blog ChatGPT and Legal GibberishDate: 10 Jun 2023Source: The Time Blawg The Farm Is Not An AlgorithmDate: 09 Jun 2023Source: Legal Planet Section 230 Doesn't Apply to High Schoolers' Online Bullying–Kutchinski v. Freeland Community School DistrictDate: 09 Jun 2023Source: Technology & Marketing Law Blog Platformic Raises $3.5M in Seed FundingDate: 09 Jun 2023Source: Goodmans Technology Blog

The threat of the U.S. government defaulting on its debt is full of uncertainties for federal contractors. These risks include subcontracting disputes and even going out of business if the government deprioritizes payments to government contractors. In this episode of Bona Fide Needs, Pub K's Bill Olver sits down with two attorneys from Arnold & Porter's Government Contract and National Security Group - Keith Feigenbaum and Bryan Williamson - who address the statutory framework of the debt ceiling, the implications of a breach, the likely effect on federal contractors, and many practical recommendations for how contractors can prepare for a breach and respond to any adverse actions.   0:30 - Headlines 8:00 - Introduction Keith Feigenbaum and Bryan R. Williamson 9:15 - What is the Debt Ceiling?  12:15 - What are the implications of a breach?  16:50 - How will a breach impact federal contractors?  21:00 - What can contractors do to prepare or seek remedy?  31:00 - Acknowledgements Show notes are available at the Pub K Group website. 

On this episode of the inSecurities podcast, Chris and Kurt revisit Episode 47 (“Whistleblower Tips: Advice From a Former Chief of the SEC's Whistleblower Office”), on which Jane Norberg, a partner at Arnold & Porter who previously served as the Chief of the SEC's Whistleblower Office, discussed the SEC's whistleblower program and how companies can develop internal reporting systems that encourage, triage, and investigate whistleblower tips.

We are on the cusp of one of IWIL's most notable programming events of the year, Well-Being Week in Law, and we have a very special guest with us today to talk about one of IWIL's highest priorities. That's Tara Antonipillai, who is serving this year as our Chair of Well-Being Week in Law. — Transcript: Chris Newbold:  Hello and welcome to this special edition of the Path to Well-Being in Law podcast. My name is Chris Newbold and I'm here with my co-host Bree Buchanan. Bree, how's it going?  Bree Buchanan:  Great, Chris. How are you?  Chris Newbold:  Good. I'm actually pretty excited actually because we are on the cusp of one of IWIL's most notable programming events of the year, Well-Being Week in Law, and we have a very special guest with us today to talk about one of IWIL's highest priorities. That's Tara Antonipillai, who is serving this year as our Chair of Well-Being Week in Law. Tara, how's it going?  Tara Antonipillai:  I'm great. Thanks for having me, Chris and Bree. It's nice to be here.  Chris Newbold:  Yeah. So let's first of all get right to the dates. Tara, when are we queued up to go on Well-Being Week in Law for 2023?  Tara Antonipillai:  Well, Well-Being Week in Law is exactly two weeks away. So it's May 1st through the 5th, 2023, Monday through Friday.  Bree Buchanan:  And what amazes me is that this is our fourth annual, boy as time go by. So tell us, Tara, is how this week is structured, how is it set up?  Tara Antonipillai:  Sure. So just a little bit of background. Well-Being Week in Law occurs the first week of May to launch Mental Health Awareness Month. So it is meant to focus on folks in the legal profession who may be struggling with mental health and alcohol use disorders, but also on those that while not dealing with a diagnosable illness, may not be fully thriving in their work in their life. So the aim of this is really to raise awareness about mental health and encourage action and innovation across our profession. So the week is structured in themes. So each day has a theme and as you look through it, you can see Monday is physical wellbeing, Tuesday is spiritual wellbeing, Wednesday is career or work wellbeing. Thursday is social wellbeing and Friday is emotional wellbeing.  Bree Buchanan:  Wonderful.  Chris Newbold:  I was going to say, one of the things that I think is really awesome about this particular week, and I want to give a lot of credit to the founder of this particular week, and that was Anne Bradford back several years ago. She said, "Listen, if we can get a date on the calendar in which we can shine the light on wellbeing as an issue, we can organize around that. We can talk about issues, we can set out the welcome mat, so to speak, to organizations, law firms and individuals to advance the dialogue." And it certainly feels, Tara, like that concept has really worked and worked well. And we continue to see growth in this opportunity.  Tara Antonipillai:  That is definitely true. I mean, we owe a huge debt to Ann for both the idea and also for the structure and many, many of the resources that serve as the foundation for Well-Being Week in Law. She put a tremendous amount of her intellectual capabilities and her really just her hard work into this and so to build it into what it is today. And I think we should be thankful to her and I think she's very happy to see what Well-Being Week in Law has become.  Bree Buchanan:  And Tara, one of the things that is so amazing about this... Well, two things. It's free for everybody, but also the amount of resources that are available on our website, lawyerwellbeing.net. Can you talk a little bit about what some of those resources are and how people can have their own Well-Being Week in Law?  Tara Antonipillai:  Yeah, for sure. So the way that we have set up the website is so that really it's a hub for folks to plan their own Well-Being Week in Law if you happen to be inside an organization or if you are an individual to participate in Well-Being Week in Law using the resources that are there. So each day there is a live event. So we sponsor one live event each day this year. Those are at 1:30 PM Eastern Daylight Time, each day for 60 minutes. And they key to the daily themes. Those webinars are free to participate in, although you do have to just register so that you get the link.  And then we also have daily posts, which are very popular. Those are great for people who might be very busy. They have some really small things that again, are related to the daily themes. So each day there is a read this watch or listen to this and do this item. So those are meant to be small things that you can do to improve that element of wellbeing. And then the other thing that is on the website are a tremendous amount of activity guides and really detailed planning guides for organizations, for bar associations as to how they might go about organizing a Well-Being Week in Law inside their organization.  Bree Buchanan:  So Tara, I was just going to say, what's the first step to get involved? What are we asking folks to do?  Tara Antonipillai:  Yeah. So the best thing that you can do is, you can register as an individual or you can register as an organization. And that allows us to directly funnel the information to you, send all of the webinar information to you and make sure you receive all of the daily posts as well as access to the webinars. And then the other thing is if you'd rather not register, it's not required, it is free, but you can also go ahead and just start to check out the website and see what you find. One of our other really popular resources that's been updated for this year is the Mental Health Awareness Month calendar. And many, many people and organizations have told me that they use that calendar extensively throughout the month of May. It is linked to a lot of our resources. It includes an activity, something small each day that people can do to improve or focus on their mental health and wellbeing. So really that's just another way that you can use what we have available in a way that suits you.  Chris Newbold:  So again, just to reiterate there, all of the resources for Wellbeing and Law Week are on the lawyerwellbeing.net website. I think everything is easily accessible through a click in the upper right-hand corner of that. Tara, I think it's fair to say that once they click on that, there's then a pathway to say, are you an organization? Are you an individual? You pick your journey so to speak. And I think one of the things, and I know that we're still two weeks out, but if memory serves me, we already have a over 150 different organizations who have already come in and registered to participate. That's an incredible number. And again, I think it demonstrates a couple of things. One, how much this issue is being talked about within the legal community. How many different types of organizations and stakeholders ultimately want to get engaged, and how many of them are ultimately coming to IWIL as part of us being able to provide resources to help them structure a very productive week in that first week of May.  Tara Antonipillai:  Yeah, I think that's really true. I have been really floored with how many people have registered. I think right now we have 172 organizations registered as of today. And it's fun to see how people are participating, which actually reminds me, we do have a participation challenge again this year that relies heavily on one of our sponsors, Canyon Ranch, who donates a really great three day prize getaway for anyone who participates. And all you really have to do is fill out a survey that's very easy to access online. You'll see it multiple times on the website that just says, tell us how you're participating in Well-Being Week in Law. And it can be anything from participating in one of our webinars to I've gone for a walk every day at lunch. It can be very simple and that enters you for a chance to win some really great prizes. So it's been very popular in years past and I expect it will be this year as well.  Chris Newbold:  Just give us a brief sampling of, because again, I think when we say organizations that are participating, I got to think that there's a real interesting diversity not just in diverse groups, but diverse stakeholder groups that are opting to participate from, I got to guess, law schools and perhaps regulators, insurance carriers, law firms. I'm guessing it runs the gamut because everybody is looking at the issue just from a different perspective or lens.  Tara Antonipillai:  That I think is very true. So even if you look at the first few on our list, we've got Akin Gump, it's a large law firm, and then we've got the Alabama State Bar Quality of Life and Health Wellness Committee. We have the Aramark Legal Department and then Armstrong Teasdale below them. And then we have the Brooklyn Defender Services and several law schools, the North Dakota State's Association. So just this really wide cross section of organizations that are not only participating but are collaborating with us to get the word out and encourage their members to participate.  Bree Buchanan:  That is really exciting. Tara, one of the things we like to talk with our guests about too is, if you could just tell us what has driven your passion for wellbeing and law? How did you get to working in this space?  Tara Antonipillai:  Well, I was a lawyer. I was a tax lawyer at a large firm in Washington DC. I did mostly nonprofit tax work and I have a lifelong interest in yoga and meditation. So when I stopped practicing law, I found my way, coincidentally back into law firms. My old firm, Arnold & Porter asked me to come back to teach some stress management programs and I just became super interested in it. I never really thinking that it would be a second career for me. Ultimately, I went back to graduate school and to coaching school at Brown and to graduate school at Penn in applied psychology.  So I became really interested in how we could help people and focus on maybe some small changes. My husband was a partner in a law firm and he runs a company now. So I think I really understand that people are very busy and don't always have a lot of extra bandwidth. So in my research and in my work, I really am focused a lot on behavioral economics, behavioral changes, ways that people can harness and use the time that they have and not necessarily trying to find a lot of extra time towards promoting wellbeing. So that's the angle that I come at it from, and really where my passion is, which is that overlap between busy people and wellbeing.  Chris Newbold:  Good. So any last words of advice or counsel? Obviously we want to invite as many listeners and their respective organizations or as individuals to become an active participant in Well-Being Week in Law. I would say probably the easiest thing for folks to do if they're interested, and again, you can do this all the way up until the day before, or you can actually do it during the week of that, I would guess, Tara, advise folks to go to the Well-Being in Law or lawyerwellbeing.net website. So the IWIL website, is that the easiest way to start their journey?  Tara Antonipillai:  Yeah, for sure. The IWIL website is definitely the way to go. And my final words would just be that there's a path for everyone when it comes to Well-Being Week in Law. You can participate as little or as much as you would. So I encourage people to check it out and maybe just lean in just a little bit, try out one or two things and see how it goes. But I hope that you will join us and participate in the way that works for you. It's really a week, a program, a system that's designed for everyone and to be used in multiple ways. So we hope you will join us.  Chris Newbold:  Yeah. And like I said earlier, I mean, this is an offering that you should feel free to take your own journey. As long as you're doing anything in the space of wellness, you can certainly opt into the structure that we can help provide you and the resources and the communication toolkits that are available. But if you want to do one thing during the week or organize something in your respective law firm around wellbeing, I mean, you have the ability to lean in to the greatest extent or the least extent that you want to. We're just here to obviously support you and anything that you want to do to advance the cause of Well-Being Week in Law. Anything else, Bree, that you would mention?  Bree Buchanan:  I think that's it. I think it's time to get out and go take a walk or something from Well-Being.  Chris Newbold:  I do want to give a special shout out to sponsors, upcoming Well-Being Week in Law. One of them has obviously already been mentioned Canyon Ranch. And we're going to be, I think, raffling off a three night all-inclusive pathway experience at Canyon Ranch. And then two other supporting sponsors that I want to give a special shout out to. And that would be Virgin Pulse. And obviously they're doing work in the wellbeing space. And then the good folks over at Unmind who are also providing resources to folks interested in advancing wellness in their particular organizations.  Bree Buchanan:  And we have this a daily sponsor Guide and Thrive as well.  Chris Newbold:  That's right. That's right. Excellent. Well, Tara, thanks for joining us. Again, a very heartfelt thank you for the work that you are investing. Tara is a volunteer with the Institute for Well-Being in Law. She has stepped in as... Anne has taken a little bit of a breather. Tara has stepped up and done so in just a really thoughtful, big time way. And we're really proud of you, Tara, and everything that you've done to advance this particular week, and we're really excited about what lies ahead.  Tara Antonipillai:  Awesome. Thanks for having me. I can't wait.  Bree Buchanan:  Thanks, Tara.  Chris Newbold:  Excellent. Thanks.   

Welcome to the Great Women in Compliance Podcast, hosted by Mary Shirley and Lisa Fine.  The Great Women in Compliance podcast has covered speaking up from many angles over the last several years because it's such an important and perennial topic that Compliance Officers need to keep thinking on to maximize effectiveness.   This week's unique speak up angle comes from the former Chief of the Office of the Whistleblower at the Securities and Exchange Commission.  Jane Norberg is now a partner at Arnold Porter and shares some insightful observations and advice that leverage off her knowledge from receiving whistleblower tips over nine years.  She tells the #GWIC audience how the Office of the Whistleblower focuses their priorities and how the SEC typically works with whistleblowers.  Jane talks about the well-known phenomenon that many whistleblowers do make an attempt to report internally before they turn elsewhere and Mary asks her about some of the specific areas of opportunity that companies have to avoid missing the gift of a whistleblower tip – you won't want to miss this. You can find the Great Women in Compliance Podcast on the Compliance Podcast Network where you can find several other resources and podcasts to keep you up to date in the Ethics and Compliance world. You can also find the GWIC podcast on Corporate Compliance Insights where you can learn more about the podcast, stream prior episodes and catch up on Mary's monthly column "Living Your Best Compliance Life.”  Corporate Compliance Insights is a much-appreciated sponsor and supporter of GWIC, including affiliate organization CCI Press publishing the related book; “Sending the Elevator Back Down, What We've Learned from Great Women in Compliance” (CCI Press, 2020). If you enjoyed the book, the GWIC team would be very grateful if you would consider rating it on Goodreads and Amazon and leaving a short review.  Don't forget to send the elevator back down by passing on your copy to someone who you think might enjoy reading it when you're done, or if you can't bear parting with your copy, consider it as a holiday or appreciation gift for someone in Compliance who deserves a treat. If you enjoyed the book, the GWIC team would be very grateful if you would consider rating it on Goodreads and Amazon and leaving a short review.  Don't forget to send the elevator back down by passing on your copy to someone who you think might enjoy reading it when you're done, or if you can't bear parting with your copy, consider it as a holiday or appreciation gift for someone in Compliance who deserves a treat. You can subscribe to the Great Women in Compliance podcast on any podcast player by searching for it and we welcome new subscribers to our podcast. Join the Great Women in Compliance community on LinkedIn here. 

On January 17, the Court heard oral argument in Santos-Zacaria v. Garland. The case involves immigration law and whether a court of appeals can review an immigrant's petition that the Board of Immigration Appeals participated in impermissible fact finding because the immigrant did not exhaust this claim using a motion to reconsider.Join us to hear a breakdown of the case!Featuring:John Elwood, Partner, Arnold & Porter, head of the firm's appellate and Supreme Court practice

Serving on the bench is a challenge and a privilege. For certain communities in our society, the path to the bench was a never traveled one until recently. What are some of the most valuable experiences that have prepared a judge for the bench? The honorable Judge Yvonne Gonzalez Rogers speaks with Melissa Maxman and Anora Wang on her professional experiences including prior private practice and service in state and federal courts, her views on diversity, equity, and inclusion, and practice pointers. With special guest: Judge Yvonne Gonzalez Rogers, the District Court for the Northern District of California Related Links: Apple iPod iTunes Antitrust Litig., No. 05-CV-0037 YGR, 2014 WL 4809288 (N.D. Cal. Sept. 26, 2014) (ORDER DENYING: (1)DEFENDANT'S COMBINED MOTION FOR SUMMARY JUDGMENT AND DAUBERT MOTION; (2)PLAINTIFFS' DAUBERT MOTION; AND (3)PLAINTIFFS' MOTION TO STRIKE EXPERT REPORT) Epic Games, Inc. v. Apple Inc., 559 F. Supp. 3d 898, 922 (N.D. Cal. 2021) (RULE 52 ORDER AFTER TRIAL ON THE MERITS) Hosted by: Melissa Maxman, Cohen & Gresser and Anora Wang, Arnold & Porter

Compared to other proposals to reform the U.S. antitrust regime, the State Antitrust Enforcement Venue Act has shown greater potential of being passed. What is at stake here? Yee Wah Chin, Counsel at Ingram Yuzek, speaks with Anora Wang and Alicia Downey about the arguments for and against exempting antitrust cases brought by state attorneys general from transfer and consolidation in a single venue. Listen to this episode to learn about the complexities in the proposed legal change and the potential implications if and when it is enacted. With special guest: Yee Wah Chin, Counsel, Ingram Yuzek Gainen Carroll & Bertolotti, LLP Related Links: Yee Wah Chin, The State Antitrust Enforcement Venue Act of 2021: A Counterproductive Solution in Search of a Problem (January 10, 2022), New York Law Journal Vol. 267 No. 6 (2022) Hosted by: Anora Wang, Arnold & Porter and Alicia L. Downey, Downey Law LLC

The Anti-Monopoly Law (AML) is China's principal antitrust statute, as recently amended in August 2022, exactly 14 years after its inception. What has changed about China's antitrust regime over the years? Steve Harris, respected practitioner and thought leader on Asian antitrust laws, speaks with Anora Wang and Christina Ma about his experiences with and perspectives of the AML, enforcement, and relevant agencies. Listen to this episode to learn about the significant developments of China's antitrust law. With special guests H Stephen Harris Jr., Attorney at Law Related Link: American Bar Association Comments on Five Draft Provisions Implementing the Anti-Monopoly Law of China (August 18, 2022)  Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen, & Katz

In this episode of Bona Fide Needs, Arnold & Porter Partner Mike McGill and PubKGroup Managing Editor Bill Olver cover a broad range of recent legal developments affecting government contractors. Our feature this month is Mike's in-depth discussion with Arnold & Porter partner Chuck Blanchard, who previously served as general counsel of the Air Force and earlier the Army. Mike and Chuck discuss a range of topics, including the Defense Production Act, Other Transaction Authority, and Foreign Military Sales. The episode starts with Mike highlighting several key regulatory and policy developments that you may have missed over the summer, including the Department of Labor's proposed rule on non-displacement of service employees, the Office of Personnel Management's proposal to update “ban the box” rules for federal employees and the implications for the upcoming rules applicable to federal contractors, the Department of Defense's guidance to contracting officers related to assessing and enforcing contractor cybersecurity compliance, and the Department of Defense's guidance on economic price adjustments to combat inflation. Next, Bill flags several notable PubK headlines, most involving recent significant developments involving the False Claims Act. Bill provides an overview of the Supreme Court's consideration of cases involving the Rule 9(b) particularity standard and DOJ's authority to dismiss qui tam complaints, as well as other cases involving causation and the Anti-Kickback Statute. This month's headlines also touch on GAO case decisions and two court decisions that impacted regulatory issues, including the Chevron deference.   Show notes 0:25 - Introduction and Overview 01:45 - Mike McGill's summary of regulatory and policy developments 19:00 - Bill Olver's summary of headline developments 33:30 - Mike's discussion with Chuck Blanchard on DPA, OTA, and FMS 1:18:00 - Credits and copyright Music credit: Scratch the Itch by Marc Walloch (Shutterstock) Links Department of Labor Proposal Rule Implementing EO 14055, Nondisplacement of Qualified Workers Under Service Contracts. Office of Personnel Management Proposed Rule Implementing Fair Chance to Compete for Jobs Act of 2019. Department of Defense Memorandum "Contractual Remedies to Ensure Contractor Compliance with Defense Federal Acquisition Regulation Supplement Clause 252.204-7012, for contracts and orders not subject to Clause 252.204-7020; and Additional Considerations Regarding National Institute of Standards and Technology Special Publication 800-171 Department of Defense Assessments." Department of Defense Memorandum “Guidance on Inflation and Economic Price Adjustments.” Arnold & Porter Alert “Expanded Use of the Defense Product Act and Focus on Building the Domestic Supply Chain: What Companies Need to Know.” Arnold & Porter Webinar “Understanding and Leveraging the Defense Production Act.” Arnold & Porter Alert “DoD Ushers in CMMC and NIST SP 800-171 Assessment Methodology With Interim Rule.” Justice Department Sues to Block Booz Allen Hamilton's Proposed Acquisition of EverWatch Booz Allen says Acquisition Aimed at Lockheed, Raytheon, ‘Billions' in Contracts GAO Rejects Agency's Tortured Explanation as to How a Key Person Who Resigned Was Still Technically Available. If a Key Person Leaves After Proposal Submission, When Do They Become “Unavailable”? United States Court of Appeals for the DC Circuit No. 20-5291; the Humane Society of the United States v. United States Department of Agriculture Supreme Court of the United States No. 20-1530; West Virginia, et al., v. Environmental Protection Agency, et al.; Supreme Court restricts the EPA's authority to mandate carbon emissions reductions District Court Adopts Swift Standard of Unfettered Right of DOJ to Dismiss Qui Tam Actions Nothing to See Here: Solicitor General Recommends That SCOTUS Deny Cert. in Eleventh Circuit Case on Rule 9(b) Fraudulent Activity, Without the Submission of False Claims, Insufficient to Support Qui Tam Case Seventh Circuit Reverses Ruling on Knowledge Element, Finding Defendant Had to Know High-Cost Services Were Material to High Capitation Rate Dissent: Materiality Not Shown Where Defendant Failed to Provide One Service Out of Many Possible Services CBO Issues Long-Awaited Analysis of Proposed FCA Amendments Court Split: Sixth Circuit Says FCA Anti-Retaliation Provision Also Applies to Former Employees Eighth Circuit: But-For Causation Required to Show FCA Liability Arising from AKS Violations Eighth Circuit Puts the Teeth Back in the AKS's Causation Requirement, Creating Yet Another FCA Circuit Split Second Circuit: Anti-Kickback Statute Liability Doesn't Require Corrupt Intent  

The United States International Trade Commission (ITC) may have been a familiar forum to parties in international trade to address disputes over intellectual property rights. But can the ITC also be an alternative adjudication body for private antitrust litigation? The Honorable F. Scott Kieff, Professor of Law at the George Washington Law School and former USITC commissioner speaks with Anora Wang and Christina Ma on the ITC's design, the agency's Section 337 docket, and ITC proceedings involving antitrust. Listen to this episode to learn about the ITC as an agency and its relevance to competition. With special guest: F. Scott Kieff, Fred C. Stevenson Research Professor of Law, George Washington University Law School Related Links: 1. F. Scott Kieff, Private Antitrust at the U.S. International Trade Commission, 14 J. Comp. L. & Econ. 46 (2018) 2. F. Scott Kieff, "A Soup to Nuts Overview of a Job Search: A Common Sense Primer for Law Students" (2009) Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

There is a growing interest in understanding the “ownership interests hypothesis,” i.e., whether investors holding interests in competing firms will soften firms' incentives to compete and generate anticompetitive effects. But what do the data show? Isabel Tecu, principal at Charles River Associates and co-author of a leading study on common ownership focusing on the airlines industry, discusses her observations and insights with Anora Wang and Christina Ma. Listen to this episode to learn about the knowns and unknowns from the empirical evidence as well as implications for competition policy. With special guest: Isabel Tecu, Principal, Charles River Associates Related Links: 1. José Azar, Martin C. Schmalz & Isabel Tecu, Anticompetitive Effects of Common Ownership (Working Paper, 2014) 2. Isabel Tecu, "Anticompetitive Effects of Common Ownership" at Seven Years, Antitrust Magazine, Volume 36, Issue 1 (Fall 2021) Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

Hosts Jim Mazzo and John A. Hovanesian, MD, FACS, discuss the latest ophthalmic industry news and interview Allison W. Shuren, JD, MSN. Welcome to the Eyeluminaries podcast :10 A review of the previous episode :30 News and notes with John and Jim 1:20 On the return of in-person medical meetings 1:28 Byooviz, biosimilar to Lucentis, to be available July 1 2:40 First patient dosed in the phase 3 registrational COMET-2 study of AR-15512 for the treatment of dry eye disease signs and symptoms 5:50 Apellis Pharmaceuticals submitted a new drug application to the FDA for intravitreal pegcetacoplan, for the treatment of geographic atrophy secondary to age-related macular degeneration 9:04 Kala enters agreement to sell commercial portfolio to Alcon 11:30 FTC opens investigation into pharmacy benefit managers 13:30 Introduction of Allison W. Shuren, JD, MSN 15:45 The interview 17:44 The FTC investigation of pharmacy benefit managers and other enforcement trends 18:12 Have you seen an increase in cases against practices and industry and if so, why? 19:36 Prior authorization and trends in reduced access to care 22:12 What advice would you give to practices who are considering selling to private equity? 23:50 What advice are you giving to the private equity buyers? 25:32 What advice would you give to young surgeons coming out now to succeed in the future? 27:19 Introducing the next guest, David Chang, MD 30:55 Allison W. Shuren, JD, MSN, is a partner at the law firm Arnold & Porter, where she co-chairs the life sciences and healthcare regulatory practice and advises a wide range of health care clients on regulatory, compliance, enforcement and legislative matters. Before starting her career as a lawyer, she was a practicing critical care pediatric nurse practitioner. John A. Hovanesian, MD, FACS, is a faculty member at the UCLA Jules Stein Eye Institute and in private practice at Harvard Eye Associates in Laguna Hills, California. Jim Mazzo sits on numerous ophthalmic industry corporate boards and committees after serving in executive roles with Allergan, Avellino Labs, Carl Zeiss and AMO. We'd love to hear from you! Send your comments/questions to eyeluminaries@healio.com. Follow John Hovanesian on Twitter @DrHovanesian. You can reach Shuren via email at allison.shuren@arnoldporter.com. Disclosures: Hovanesian consults widely in the ophthalmic field. Mazzo reports being an adviser for Zeiss, Bain Capital, Avellino Labs, CVC Capital, Anivive Lifesciences; executive chairman of Neurotech, Preceyes BV and TearLab; and sits on the board of Crystilex, Lensgen, IanTech, Centricity Vision and Visus.

The FTC's General Counsel (GC) is the agency's chief legal officer and adviser that provides counsel on various issues of law and policy and represents the agency in court. What are some of the most regular and important issues at the FTC's GC office? Prof. Alden Abbott, former FTC GC and current Senior Research Fellow at George Mason University's Mercatus Center, speaks with John Roberti and Anora Wang on issues including the Administrative Procedure Act, which can be critical especially when the agency expands or restricts its authorities. Listen to this episode to better understand the FTC's GC role. With special guest: Alden Abbott, Senior Research Fellow, Mercatus Center at George Mason University Related Links: Alden Abbott, FTC Competition Regulation: A Cost-Benefit Appraisal (June 28, 2021) Hosted by: John Roberti, Cohen & Gresser and Anora Wang, Arnold & Porter

In a 6-3 decision in West Virginia v. EPA, Supreme Court justices determined that the Environmental Protection Agency (EPA) overstepped its authority in regulating carbon dioxide emissions from power plants. Since the Thursday decision, several environmental groups have called the monumental ruling devastating to the Biden administration's efforts to facilitate a clean energy transition.  For a breakdown of the decision and its implications for climate regulations moving forward, host Bill Loveless spoke with legal experts Michael Gerrard and Jeff Holmstead.  Michael is founder and director of the Sabin Center for Climate Change Law at Columbia University. He has pioneered innovative legal strategies and teaches courses on environmental law, climate change law and energy regulation. Before his time at Columbia, Michael was the head of the New York law office of Arnold & Porter. Jeff heads the Environmental Strategies Group at the law firm Bracewell. He previously served as assistant administrator for air and radiation at the EPA under President George W. Bush from 2001 to 2005. During his tenure, he was one of the architects behind the Clean Air Interstate Rule, the Clean Air Diesel Rule and the Mercury Rule for power plants. The pair discussed precisely how the rule curbs the EPA's power, where it stops short, and the kind of legal precedence it sets for future cases.

Arnold & Porter alum and intelligence pro Christopher Jaros joins Evan to discuss his path from BigLaw into the world of corporate investigations, whether HUMINT really works, and how he helps law firms diligence witnesses for deposition and trial.

The Section Lunch at the Antitrust Law Section's Annual Spring Meeting in March 2022 featured a panel discussion with four trailblazing women leaders who have served as current or former competition agency chiefs in their countries. By popular demand, we are dedicating an episode of Our Curious Amalgam to each of these inspiring panelists. In this episode, hosts Alicia Downey and Anora Wang ask former COFECE Chair Alejandra Palacios to talk about Mexico's competition regime, newsworthy accomplishments of COFECE under her leadership, and her own professional journey. With special guest: Alejandra Palacios, Senior Fellow at the Sol Price School of Public Policy at the University of Southern California (USC) Related Links: COFECE - Federal Economic Competition Commission A converging competition agenda for the prosperity of Mexico and the United States Hosted by: Alicia Downey, Downey Law LLC and Anora Wang, Arnold & Porter

Under the U.S. Supreme Court case FTC v. Actavis (2013), antitrust analysis of “reverse settlements” of IP litigations between makers of branded small molecule drugs and generics requires an analysis under the rule of reason. Are there distinct challenges presented by settlements between branded biologics and biosimilars? Sean Sheridan and Archan Ruparel, principals at Charles River Associates, speak with Anora Wang and Christina Ma on the complexities of negotiating patent settlements involving biosimilars. Listen to this episode to learn about pharmaceutical entry, price erosion, and more. With special guests: Sean Sheridan, Principal, Charles River Associates and Archan Ruparel, Principal, Charles River Associates Related Link: Sean Sheridan and Archan Ruparel, FDA Biosimilar Approval Foreshadows IP Litigation Issues (September 15, 2021) Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

The U.S. Federal Trade Commission's current leadership has a vision for changing various aspects of antitrust laws through rulemaking. But can the FTC's rulemaking withstand administrative law challenges in federal court? Richard Pierce, renowned administrative law scholar and professor at The George Washington University, walks through the FTC's proposals and potential administrative law challenges with Anora Wang and Christina Ma. Listen to this episode to learn about the legal bases, limitations, and challenges to FTC rulemaking. With special guest: Richard J. Pierce Jr., Lyle T. Alverson Professor of Law, The George Washington University Law School Related Links: Richard J. Pierce Jr, Can the Federal Trade Commission Use Rulemaking to Change Antitrust Law? (2021) Richard J. Pierce Jr, Important Changes at the Intersection of Antitrust and Administrative Law (2022) Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

In this episode, Terry Johnson, an attorney who advises management and board members of both private and public companies, talks about what clients are facing regarding ESG risk identification and management, and how boards are responding to the growing push back against mandated board diversity and stakeholder capitalism.   Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Bio Terry is a corporate and securities partner at the law firm of Arnold & Porter.  She acts as a trusted advisor to the C suite, boards of directors and board members. In her corporate governance work, she advises both public and private company boards and management on board diversity and stakeholder capitalism. Among other areas, her practice often involves counseling management and boards about ESG risk management, including disclosure and liability issues.  She often speaks and writes about corporate governance and in particular, board diversity, including the California board diversity legislation and NASDAQ's listing rules, and she has authored articles in the Financial Times regarding the effectiveness of quotas in achieving board diversity and the treatment of climate change as a systematic risk to global finance. Terry's experience also includes representing wineries and winery owners, and family-owned companies in a variety of industries. She has been recognized by the Daily Journal as one of the Top 100 Women Lawyers in California and has been included in Best Lawyers in America since 2014.  In 2022 Terry was selected by the San Francisco Business Times as one of the 13 OUTstanding Voices paving the way for LGBTQ equality in the workplace in its annual Business of Pride awards.  Terry is currently the Treasurer of the Bar Association of San Francisco, in line to assume the presidency in 2024.   Links   Caught in the Culture Wars Crossfire: Board Diversity Initiatives Under Attack   SEC Approves Nasdaq Diversity Proposal   Public shaming will not solve the lack of diversity on corporate boards   Treat Climate Change as a Systemic Risk to Global Finance   Quotes   Board Diversity We are now starting to see a pushback on ESG generally and board diversity in particular as witnessed by the challenges to the California legislation regarding board diversity.  Conservative groups are also bringing claims in the Fifth Circuit in Texas against NASDAQ's board diversity listing rule.   The NASDAQ rule is not mandatory, it's not a quota, it's a comply or disclose and explain why. Essentially, you're not required to put more diverse directors on the board, you just have to tell people why you haven't, but in today's world, knowing that there would be a strong disincentive to having to explain why you couldn't find a qualified woman for your board or you couldn't find a qualified member of an underrepresented group.   The investment community has been the loudest voice in support of board diversity, but we're certainly starting to hear other voices that are pushing back and saying, "No, we think you ought to be simply deciding board members based on the way we've always done it." Diversity quotas are a “rough justice” approach in that it requires you to put different people on boards - but it does work. The argument against mandated board diversity is that that instead of making a decision about a board member based on pure merit, it's made on another basis: "We don't want to be required to pick a director who happens to be a woman or director who happens to be part of a member of an underrepresented community, we want to pick the best director whoever that is."   Big Ideas/Thoughts ESG risk management The ESG realm is huge, I mean, just climate change alone under the E part of it, is an enormous topic in itself, and then S and G, the social and governance aspects of it are related, but completely separate sets of issues and concerns to think through.   Wildfires are a huge concern here in California, which is where I'm based, and a good example of ESG risk management.  I'm talking to clients about in various respects about how to think about potential liability, how they could be affected by wildfires. If they are involved in a business that puts them at risk for liability related to wildfires, how to consider that - that's just one example of things that I'm starting to see come across my desk.   One of the things that is challenging to navigate the ESG waters, especially for public companies, is that you have to figure out how to say things because you want to let the market know about your commitment, but at the same time, not set yourself up for liability, and that's a huge challenge.  For example, what it means is reading your ESG report side by side with the 10-Ks and 10-Qs and other periodic reports you've put out under your 34 Act reporting and making sure that at the bottom line, you don't have inconsistencies.   You have to be clear with the market and with all of your stakeholders, which would include not only your shareholders, but your employees and your suppliers and the communities in which you do business and so forth about exactly what you're going to do and to be careful about not making statements that could be called greenwashing, not overstating what you're going to do.   Stakeholder Capitalism  I think that the Business Roundtable's statement in August of 2019 really had an enormous impact on changing the conversation about stakeholder capitalism. It put that on the front page of every business newspaper, and it brought it to the forefront in a way that I don't know that any other kind of initiative could have done.    You have buy-in from companies that are the leading corporate lights, companies that are solidly in the mainstream, the biggest financial institutions, for example. I think that's really a good thing.   Q: When you advise your clients about stakeholder capitalism, what do you advise them to do in order to be able to manage this issue?   I draw their attention back to their fiduciary duties because the bottom line is, as a director, you have fiduciary duties, and that's what governs your job, that's your north star in fulfilling your duties as a member of the board…you have a fiduciary duty to your stockholders.   Regarding short-term and long-term goals and how you look at it in advising directors, I would say, "Well, your fiduciary duty is to your shareholders. You don't have a technical fiduciary duty to your stakeholders, but it's a question of looking at the long term and looking down the road. Do you see that in order to operate your business in the longer term, you're going to need to start planning for the effects of climate change? You're going to need to start pivoting away from a particular business because it has such a high carbon impact, or maybe you want to invest in something that is a carbon capture technology?”    It all comes back to your shareholders - from a legal standpoint, that's still the guiding light. 

In this episode of Bona Fide Needs, Arnold & Porter Partner Mike McGill and PubKGroup Managing Editor Bill Olver cover a broad range of recent legal developments affecting government contractors. Our headline feature this month is Mike's broad discussion with Arnold & Porter partner Judah Prero on the interplay between the regulation of the chemical PFAS and federal procurement, which is part of the Biden Administration's broader effort on climate change and environmental sustainability.  Mike also examines new procurement rules, including a FAR rule on the use of small business procedures for overseas procurements, a final DFARS rule on commerciality determinations, and a final DFARS rule on the validation of intellectual property rights and data related to commercial products. Mike also revisits GSA's acquisition letter  on economic price adjustments to combat inflation.  Bill rounds out the episode with a brief update on important developments for federal contractors, including OMB's Buy American guidance for infrastructure projects, OFCCP guidance on contractor compliance evaluations, the Interagency Suspension and Debarment Committee's report on S&D activity for FY2020, as well as regulatory, legislative, and cybersecurity activity.    Show notes 0:20 – Introduction and Overview 1:45 – Recent Regulatory Developments 12:00 – Federal Procurement Headlines 23:15 – The Intersection of PFAS Regulation and Federal Procurement 1:10:00 – Practical Wrap Up 1:14:00 – Credits and copyright   Further Reading Arnold & Porter Environmental Edge Blog: Federal Procurement and PFAS: Important Recent Developments EPA: Recommendations of Specifications, Standards, and Ecolabels for Federal Purchasing EPA: How EPA's Recommended Standards and Ecolabels Address Per- and Polyfluoroalkyl Substances (PFAS) Initial Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure White House Directive Promotes Quantum Computing for Cyber Infrastructure Federal Agencies Likely to Get New Cybersecurity Guidance ‘In Coming Weeks' CMMC Interim Rule Could Land in May Can Small Businesses Keep up with Defense Cyber Requirements? Pentagon Eyeing the Cloud to Help Firms Meet CMMC Cybersecurity Requirements DOD Expands Vulnerability Disclosure Program to Contracting Base in Pilot New OFCCP Compliance Review Directions ISDC Report: Suspensions and Debarments Down from Pre-Pandemic Levels H.R.7185 - Federal Contracting for Peace and Security Act House Oversight and Reform Committee: Federal Contracting for Peace and Security Act S.3905 - Preventing Organizational Conflicts of Interest in Federal Acquisition Act Former Health Care Staffing Executive Convicted of Obstructing FTC Investigation into Wage-Fixing Allegations Jury Acquits DaVita, ex-CEO Kent Thiry in Landmark Antitrust Prosecution of Non-Poaching Agreements Notice of Proposed Rulemaking: Set-Asides for Indian-Owned Businesses Small Business Size Standards: Agriculture, Forestry, Fishing and Hunting; Mining, Quarrying, and Oil and Gas Extraction; Utilities; Construction What Federal Agencies Need to Know Now About the New Lease Accounting Standard  

Raqiyyah Pippins, co-leader of Arnold & Porter's Consumer Products & Retail industry sector, joins Evan to discuss what companies can and cannot put on product labels under FDA regulation, the rise of FTC enforcement actions, and the tension between what companies can say and what consumers want to know in addition to a side bar into great music!

This episode of Restructure THIS! features a panel discussion held live April 29th at the American Bankruptcy Institute's Annual Spring Meeting in Washington, D.C.  Guests Matthew Guill of Configure Partners, Maja Zerjal Fink of Arnold & Porter and Jeffery Dutson of King & Spalding discuss the challenges that secured creditors now face in bankruptcy asset sales, including imperfect information and potential caps to credit bidding post-Fisker. They also explore ways that a secured lender can maximize optionality in a sale process, the procedural or regulatory pitfalls that secured lenders may face post-filing, and how to placate other parties in the capital stack (e.g., an unsecured creditors' committee) that oppose a proposed asset sale.    Matthew Guill As a Director with Configure Partners, Matt has advised companies, lenders, sponsors, and governments on an array of complex financing and restructuring issues, M&A activity, and general strategic advisory assignments. Matt came to Configure Partners from Greenhill & Co.'s Financing Advisory and Restructuring practice, where he most recently served as a Principal.   Maja Zerjal Fink As a Partner at Arnold & Porter in New York City, Maja presents clients in distressed situations, corporate reorganizations, distressed investment litigation, and insolvency proceedings in the United States and across the globe. She has represented clients in numerous high-profile restructurings and some of the nation's largest reorganization, including restructuring Puerto Rico's outstanding debt load of more than $74 billion.    Jeffery Dutson  As a Partner in King & Spalding's Leveraged Finance and Restructuring Group, Jeff represents banks and other investors in connection with their most complex financings, restructurings, and bankruptcy matters. He also frequently represents corporate debtors in Chapter 11 bankruptcy cases throughout the country, as well as buyers and sellers in distressed M&A transactions.    What We Discussed in This Episode:   What strategies can be employed when a client isn't willing to be flexible? What risks are inherent when a client is willing to be flexible? What hurdles need to be overcome when advising a secured lender group? Are any overriding themes applicable no matter where the lender sits? What are some pre-petition debt-acquisition themes related to opportunity? How are clients typically advised when a sales process is on the horizon? When is it time to push for a sale? If it's apparent that Chapter 11 will be necessary, is it wise to begin the filing process first? Or does it make more sense to commence the sales process pre-petition? What strategies might a lender employ in a consensual vs. non-consensual sales situation? Is representation & warranty insurance necessary? What is credit bidding? How can a credit bid be leveraged, either as a strategy or a defense? Can there be a fair process that permits a committee to test liens while at the same time promoting the sale of a going concern? What are the pros and cons of a stand-alone sale vs. a planned sale? What are some considerations for lender groups that will own an asset on the back-end? Is collusion really that big of an issue? Contact Information:   Matthew Guill    Maja Zerjal Fink   Jeffrey Dutson This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

The Spring Meeting brings together thousands of antitrust practitioners and enforcers and this year was no exception. What did the attendees have to say? Alicia Downey and Anora Wang speak with Advocate John Simpson, Tribunal Member of South Africa's National Consumer Tribunal, Brenda Gisela Hernández Ramírez, Acting Chair of COFECE (Mexico), and Ricardo Riesco, Head of Fiscalía Nacional Económica (Chile), on their agencies' priorities for the year and advice for practitioners. Listen to this episode to hear from these international enforcers "live" from the Spring Meeting. With special guests: Advocate John Simpson, Tribunal Member, National Consumer Tribunal of South Africa, Brenda Gisela Hernández Ramírez, Acting Chair of COFECE (Mexico), and Ricardo Riesco, Head of Fiscalía Nacional Económica (Chile) Related Links: National Consumer Tribunal (South Africa) Comisión Federal de Competencia Económica/COFECE (Mexico) Fiscalía Nacional Económica (Chile)  Hosted by: Anora Wang, Arnold & Porter and Alicia Downey, Downey Law LLC

In this episode of Bona Fide Needs, Arnold & Porter Partner Mike McGill and PubKGroup Managing Editor Bill Olver cover a broad range of recent legal developments affecting government contractors. Our headline feature this month is Mike's broad discussion with Arnold & Porter partner Soo-Mi Rhee on the economic sanctions imposed by the United States government following Russia's invasion of Ukraine, and the impact of those sanctions on U.S. companies, including federal contractors. Mike also breaks down new procurement rules, including a new FAR rule amending the Buy American Act implementing regulations, a Department of Defense final rule on enhanced debriefings, and a proposed USDA rule requiring contractors to disclose labor and employment violations. Bill rounds out the episode with a brief update on important developments for federal contractors, including recent action by the Biden administration on pay equity, GSA's response to inflation for Federal Supply Schedule contractors, and Assistant Attorney General Kenneth Polite's comments on DOJ's white collar enforcement. Show notes 0:20 - Introduction and Overview 2:15 – Recent regulatory developments 17:00 - Federal Procurement Headlines 23:45 – Impact of the Russia Sanctions on U.S. Business 1:02:00 - Practical Wrap Up 1:03:00 - Credits and copyright   Headlines referenced in this episode Ukraine-Russia Crisis: Trade Sanctions & Export Controls Federal Acquisition Regulation: Amendments to the FAR Buy American Act Requirements Defense Federal Acquisition Regulation Supplement: Postaward Debriefings (DFARS Case 2018-D009) Proposed Amendments to the Agriculture Acquisition Regulation (AGAR) Executive Order on Advancing Economy, Efficiency, and Effectiveness in Federal Contracting by Promoting Pay Equity and Transparency; White House, March 15, 2022;  Directive (DIR) 2022-01, Department of Labor Office of Federal Contract Compliance Programs, March 15, 2022 “AAG Polite: Support Compliance Now or Pay Later”; Bill Olver, PubKCompliance, April 1, 2022 Justice Department Announces Director for COVID-19 Fraud Enforcement; Department of Justice, March 10, 2022 Medical Services Contractor Pays $930,000 to Settle False Claims Act Allegations Relating to Medical Services Contracts at State Department and Air Force Facilities in Iraq and Afghanistan; Department of Justice, March 8, 2022 Temporary Moratorium on Enforcement of Certain Limitations Contained in Certain GSA Economic Price Adjustment (EPA) Contract Clauses; General Services Administration, March 17, 2022 Defense Federal Acquisition Regulation Supplement: Reauthorization and Improvement of Mentor-Protégé Program (DFARS Case 2020-D009); Federal Register, February 28, 2022 Defense Federal Acquisition Regulation Supplement: Revision of Definition of “Commercial Item” (DFARS Case 2018–D066); Federal Register, March 18, 2022  

Matt Bell, the Practice Leader, Export Controls, Sanctions and Trade for FTI Consulting and Arnold & Porter's National Security lawyer Soo-Mi Rhee join Evan with the latest on the evolving situation with Russian Sanctions.

In this first proper episode of Bona Fide Needs, Arnold & Porter Partner Mike McGill and PubKGroup Managing Editor Bill Olver cover a broad range of recent legal developments affecting government contractors. Our primary feature this month is Mike's in-depth discussion with Andre Geverola, head of Arnold & Porter's cartel investigations practice and former Director of Litigation for the Justice Department's Antitrust Division, about DOJ's scrutiny of wage fixing and no-poach agreements in the defense industry. In our second feature, Bill speaks with Arnold & Porter partner Craig Margolis for a timely overview of the Department of Justice's False Claims Act recoveries for fiscal year 2021.  Mike and Bill round out the episode with updates on the cases, regulations, and other developments relevant to federal contractors.   Show notes 0:30 - Introduction and Overview 4:00 - Federal Procurement Headlines  8:00 - FY2021 False Claims Act Recoveries 15:30 - DOJ Enforcement of No-Poach Agreements in Defense Industry 47:00 - Practical Wrap Up  56:00 - Credits and copyright    A&P FCA Qui Notes Blog A&P Article “President Biden Orders a $15.00 Minimum Wage for Some Federal Contractor Employees Effective Next Year” A&P Article “The Squeaky Wheel Gets Dismissed: GAO Reinforces the Need for Contractor Vigilance When Raising Pre-Award Issues With the Agency” Executive Order on Use of Project Labor Agreements For Federal Construction Projects President Biden Signs National Security Memorandum to Improve the Cybersecurity of National Security, Department of Defense, and Intelligence Community Systems Memorandum on Improving the Cybersecurity of National Security, Department of Defense, and Intelligence Community Systems Lockheed Martin Walks Away from $4.4B Aerojet Rocketdyne Acquisition Protester Can't Prove Its Entitled to All Costs Incurred Due to Pandemic-Caused Delay; Nues Inc. v. Department of Health and Human Services, CBCA 7165 DOJ Announces $5.6 Billion in FCA Recoveries for FY2021 Department of Defense: State of Competition within the Defense Industrial Base COFC Renounces GAO Rule, Declines to Find Offeror Has Duty to Notify Agency of Changes in Personnel Communications with Agency Constituted an Agency Protest, Which Set the 10-Day Clock Running for a GAO Protest OFCCP Contractor Portal Government Transition from DUNS Number to New Unique Entity Identifier Will Occur on April 4, 2022    

VISA General Counsel and Arnold & Porter alumna Julie Rottenberg joins Evan and guest host Lindsey Schultz for a special edition of Law 5D to talk about her path from partner at Arnold & Porter to general counsel of at one of the world's largest companies. Julie covers a wide range of topics from succeeding as a woman in a male-dominated industry, the importance of DEI, building strong teams, dealing with the pandemic, how she hires and manages outside counsel, and how she copes with the stress of such an important role.

Abstract: The most crucial factor LRN has identified in our years of research is that a values-based approach to governance is essential to ethics and compliance. It builds and sustains ethical culture, which is the essential element of effective E&C programs. But what does that look like today, as our world continues to be disrupted by the COVID-19 crisis and the aftermath of racial and political unrest? In this episode of the Principled Podcast, host Susan Divers, Director of Thought Leadership and Best Practices with LRN's Advisory group, talks about how values can sustain ethical performance—and even excel—in the face of change and adversity with Forrest Deegan, Vice President of Ethics and Compliance for Victoria's Secret. Listen in as the two draw insights from the 2022 edition of LRN's annual Ethics & Compliance Program Effectiveness Report—available now to download.   What You'll Learn on This Episode: [2:17] - Reflections on the findings of LRN's 2022 Ethics and Compliance Report. [7:20] - The impact of core values vs. rules. [9:02] - The surprising data and how access to data can drive improvements in collaboration. [12:00] - The curse of compliance. [13:22] - The two driving factors in demystifying your values and how boards discuss value. [17:15] - What is causing ethics and compliance to lag behind in innovations compared to other departments? [22:30] - The innovations of customized, remote-accessible training.   Additional Resources: Get the 2022 Ethics & Compliance Program Effectiveness Report. Subscribe to E&C Pulse, the LRN newsletter offering weekly insights on ethics, compliance, corporate culture, and reputation. Visit us for more information at lrn.com.   Featured guest: As of July 2021, Forrest is the VP of Ethics and Compliance for Victoria's Secret & Co., responsible for overseeing the global ethics and compliance program. Forrest spent the prior six years as the first Chief Ethics and Compliance Officer for Abercrombie & Fitch Co., where he built A&F's corporate compliance and third-party risk management programs. Forrest serves on the Editorial Advisory Board for Compliance Week and has served on the Leadership Team for the Retail Industry Leaders Association (RILA) Compliance Council. Forrest regularly speaks at national compliance conferences and international events, including those sponsored by RILA, Compliance Week and the Association of Corporate Counsel. Forrest was selected by Compliance Week as a “Top Mind" for 2018. Forrest previously served as the Director and Senior Director of Compliance at A&F, where his responsibilities included a wide range of compliance program assessment, training and enhancement projects as well as international business development via joint venture and franchise. Prior to moving in-house, Forrest worked for nine years at Arnold & Porter in Washington D.C., representing multinational pharmaceutical, financial and consumer products companies in advocacy and consulting capacities. Forrest clerked for Judge Kazen on the U.S. District Court for the Southern District of Texas, after receiving his J.D. with honors from Duke Law School and his B.A. from the University of Texas at Austin.   Featured Host:  Susan Divers is a senior advisor with LRN Corporation. In that capacity, Ms. Divers brings her 30+ years' accomplishments and experience in the ethics and compliance area to LRN partners and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance and substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance. Prior to joining LRN, Mrs. Divers served as AECOM's Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM's ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers' thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company's ethics and compliance program. Mrs. Divers' background includes more than thirty years' experience practicing law in these areas. Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative. Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics. Mrs. Divers' most recent publication is “Balancing Best Practices and Reality in Compliance,” published by Compliance Week in February 2015. In her spare time, she mentors veteran and university students and enjoys outdoor activities.   Transcript:  Intro: Welcome to the Principled Podcast brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership, and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change-makers. Susan Frank Divers: At LRN, the most crucial factor we've identified in our years of research and work with thousands of organizations worldwide, is that a values-based approach to governance is crucial. Being values-based builds and sustains ethical culture, which is the essential element of an effective ethics and compliance program. But what does this look like in a world that continues to be disrupted by the COVID crisis and the aftermath of racial and political unrest? Susan Frank Divers: Hello, and welcome to the first episode of season seven of LRN's Principled Podcast. I'm your host, Susan Frank Divers, Director of Thought, Leadership and Best Practices within LRN's Advisory Group. Today, I'm joined by Forrest Deegan, Vice President of Ethics and Compliance for Victoria's Secret, and lecturer in law at the University of Chicago Law School. We're going to be talking about how values can sustain ethical performance and even allow organizations to excel in the face of change and adversity, during On Insights, from our 2022 edition of LRN's annual Ethics and Compliance Program Effectiveness report. And on Forrest's experience in the retail industry in particular. Susan Frank Divers: Before coming to Victoria's Secret, Forrest has spent two decades in ethics and compliance, including Chief Ethics and Compliance Officer for Abercrombie and Fitch. So Forrest, thanks very much for coming on the Principled Podcast, and let's jump right in. Forrest Deegan: Thank you, Susan. It's a pleasure to connect with you again. Susan Frank Divers: The same. We've had some interesting discussions preparing for this podcast about the 2022 Ethics and Compliance Program Effectiveness report. What surprised you, and what resonated the most, particularly with your experience in the retail industry throughout the ongoing crisis? Forrest Deegan: I'll start with what resonated the most. Preliminary matter, really enjoyed reading through the insights that were collected here. Reading through it I start with the resonation because there are a number of charts that go through the concerns that folks identified in the early days of the pandemic about the challenges of transitioning to a hybrid or remote model with respect to their controls, with respect to their ability to audit, and to support the programs. This comes across in both some of the stats around the activities they thought would be of concern and then what they actually worked on. And then looking at how training actually was supported, where obviously, people weren't able to travel. People weren't able to use all of their old tricks in this new time. And so starting off seeing the fears and the concerns that folks were raising in 2020, and that list itself was pretty fulsome and reminded me what it was like in the retail space with all of the uncertainty that came in the spring of 2020. Forrest Deegan: With the closure of the majority of all stores, at least temporarily in the US. I remember the day we were kicked out of our home office, I'm sure everybody has a similar recollection to mid-March, walking out with your computer in your bag and not knowing when you'd be back. This brought back some of that uncertainty. That resonated with me, but what also resonated with me was the introduction around values and how that programs that leaned in to their values did well. And this idea that kind of everybody took on new and different obligations with the pandemic, with a time of crisis. A time of crisis can be a time of unification. I certainly saw that to be the case. I remember that leaders at my company were voluntary take pay cuts, to make sure that folks and the staff could stay on so that we could avoid layoffs. There was an insistence on treating folks equitably within, right? So really living your values in those moments of crisis. This report speaks to both those fears and some of the solutions that came out of it. Susan Frank Divers: That's such an impactful example, because there's no rule that said that executives had to give up pay or benefits to keep other people employed. And we saw a lot of that last year in our report, and what's very heartening from LRN's point of view is, we've been saying for years, that values work better than rules as the basis for a program. And last year's report and this year's report, really proved that, I think in a lot of ways, and I look at stats like on page seven, that 82% of the programs we surveyed this year, that their ethical culture is stronger as a result of their experience during the pandemic. And you just opened it to that too, that people come together in a crisis, but relying on values was clearly the way to get through it. Forrest Deegan: The second part of your question was around things that might have surprised me in here. And honestly, the stat you just pulled about the 82% feeling ethical culture was stronger. That wouldn't surprise me a bit because it was 2021, not a 2020 stat. In fact the number went up, it seems like from the prior year's version of the report where it was 79%, the prior year, this year was 82%, that their ethical culture was stronger as a result of experiences coping with the crisis. So that was something that surprised me, that sentiment not only continued, but seemed to increase a bit because we've all heard about it and all have felt the fatigue in the past year as the uncertainty has continued as we've continued to have to be flexible in our approach. Yes. Susan Frank Divers: Forrest what you said was very impactful because one of the key findings, obviously in the report, that's actually on page seven is that 82% of our nearly 1200 respondents worldwide reported that their ethical culture became stronger during the pandemic rather than weaker. And at LRN we've said for years, that values make an impact much more than rules and that's living proof that that's true. So I'd like your thoughts on that. Forrest Deegan: With respect to the second part of your prior question on what surprised me with respect to the study, I would have to say that that very stat, that 82% of the respondents last time felt that ethical culture was strong longer as a result of the experiences. That rose, that sentiment was an increase, improvement, from the prior year. That surprised me a bit because we've heard so much about and felt so much of the fatigue as the uncertainty has continued as the need to adjust our approach and our responses has just continued onward. I was pleasantly surprised to see that the prior version of this report had shown 79% felt that the crisis was a bringing folks to their ethics and compliance program in a stronger way to see that go from 79 to 82, a small improvement, but you're already really high to begin with. I was pleasantly surprised to see that in here. And honestly it does make sense with respect to that ongoing uncertainty that you do need to lean upon those core values to continue to navigate. You really have to love the question, not the answer when it comes to a challenge of this size and that is constantly evolving. Susan Frank Divers: That's putting it so well, that you have to love the question, not the answer. And we were frankly surprised last year, and then pleasantly surprised this year that this year's results confirmed what we saw last year. And I was just looking at the chart on 33 that talks about E&C resources and standing. And you had mentioned that people were understandably anxious at the outset as to how the programs would do and whether they would have resources or whether there would be widespread misconduct or circumventing of processes. And that didn't happen. And then E&C programs have come out strong and well resourced. Forrest Deegan: Just those stats on 33, surprised me a lot of different ways. The first chart talking about: do ethics compliance functions feel they have the sufficient resources and authority. Some of your respondents are at the 95% level, 92% level, even for your medium impact programs. And even the lowest impact were at 67%. Those are really high scores. Those are really high scores. And I think that's right. I think that is a reason for optimism right now with respect to our ability to respond as companies, right? If there is that availability of resources, but also the buy-in with leadership. Forrest Deegan: And there's another stat there that I also was surprised by how strong the respond were around access to data, right? The highest impact programs were 89% of them felt that they had appropriate access to data sources in the org, whether it was HR audit it InfoSec in order to do their work. I think data component there is so critical and reflects buy-in from not just leadership, your tone at the top portion, but also from your cross-functional partners, right. Access to the data can really help drive improvements, yes, in the day to day operation of the program, but all also in your ability to support and inform cross-functionally. And so I think those things are married together, right? The access to information. It's a great example of something where it's not just resources, right? It's not just dollars and cents. It's also that buy-in as reflected through real collaboration and through real partnership. Susan Frank Divers: I agree with you. And also it's affirmation that programs have gone from being something the legal department does, or maybe the legal and ethics and compliance department does to something that the whole company does. And that's a really positive development. Forrest Deegan: I think, right. I've been in house for a decade now, I was in private practice for a decade before that dealing with a corporate compliance space and really seeing an evolution in terms of scope and approach during that time. And so things were ... we already had increasing expectations and an accelerating space when it came to this field, both due to our internal stakeholders, our boards, obviously regulators like DOJ, but also customers and NGOs. They keep ratcheting up the expectations and corporate compliance has proven to be a responsive and reliable partner. And so this is when you get into what I call the curse of competence, right? If you execute effectively, you're going to be asked to do more. I do think this is been a real opportunity and awakening to the valuation of controls and monitoring and our ability, as professionals, to not just focus on the have tos, right, those rules that we talked about at the top, but also the want tos, right, that corporate purpose, the values associated with it. I believe corporate compliance offers the opportunity to marry the want to and the have to, and frankly, that's the only way it works really well is if people understand how those rules, how those requirements tie back to why they want to be at the company, what they're hoping to accomplish with respect to company values. Susan Frank Divers: Forrest, That was very insightful what you just said. And I want to talk a bit more about the connection between values and making programs more accessible and employee focused. That's another theme in the report and we see progress and we see best practices emerging, but I would argue that they need to emerge much more strongly and quickly, but take us back a little bit to board's values and talk about how values, when you demystify them, involve really bringing people into the program with the want tos, as well as the must haves. Forrest Deegan: For me, the stats around accessibility, they make a ton of sense in terms of your high performing programs are going to be focused on making the documents available, making them searchable, simplifying where possible, translating into the languages that you're employees leverage, right? To me, those actions are, are really table stakes with respect to an effective program and the thoughtfulness and the idea of keeping the end user in mind, that sentiment, which, which drives accessibility, I think, is communicated to your employees, right? When they see that when they have the access to it, where the information is in a logical place, where it's stored where the other corporate documents or the other FAQs guidance they look for from the company for an IT issue or for a T and E report. If the guidance documents around your compliance program are as accessible, if not more accessible I think that alone sends a message. I do think that the percentages around those that are for focusing on accessibility they were still right around the 50% mark. I think those numbers need to go up. I also think that to really drive home your value system and to demystify a program and what it means to act with integrity, not only do you have to make the documents accessible, you've also got to work on making them actionable, right? You need guidance that is relevant and actionable. You can have a clear rule that is simple to understand, but if it is unclear how to operationalize that, or how it deals how it is imported into the day to day running of the business, then it's just words on a page. Maybe they can get to the page easier now, but they still can't use it effectively. So I think that those two concepts, accessibility and utility are really what drive an ability to demystify what your program is about. Susan Frank Divers: If I hear you correctly too, you are also saying that it reflects respect for employees. Forrest Deegan: Yes. I think that's so important. I'm just passionate about that idea that you can send messages, right? How you present your information can tell a lot about what the company values and making it accessible, including in your language, from your corporate purpose, your value statements, how your CEO talks on a day to day basis. If those hooks are appropriately cascaded through your ethics and compliance messaging, it's clear to everyone in the organization that these are priorities, consistent with how we talk about hitting our numbers for the year, or consistent with talking about our expansion for the year, if we're using the same language and if it rolls up in the same way, that's how you ensure it is embedded. Susan Frank Divers: Yeah. I completely agree with you. It's tempting to want to spend more time in this area, cause we're both passionate about it. I will just close it out by saying that only 25% of the organizations this year reported that they're using mobile apps. And when you think back on the pandemic and how people were fighting for bandwidth and may have had children at home using bandwidth and computers, we've seen some stirring examples of companies like Dell, really putting big components of their program on mobile apps. And I hope we see more of that. But just to look forward now, as we draw to the end, we saw a lot of innovation and pivoting, and yet we also saw some areas that lag behind where people haven't, perhaps, revised their training curriculum as quickly as you might expect or made some of these other innovations like mobile apps. First, why do you think that it is? And secondly, what do you see happening in the next couple of years in terms of best practices for programs? Forrest Deegan: To use mobile devices and investing in making your program documents, your governance materials accessible and your training included there in, I was surprised at that 25% number. But as I thought about that particular number and kind of what's next, it made sense because I'm reminded of my own mindset in 2020 and the idea that we didn't know how long this is going to last. And so I'm confident when it comes to some of training activities, some of the new technology investments, the answers that you've got for the most recent running of the survey, I think they reflect everybody's hope, and their investment in that, that first year, year and a half the pandemic that we can ride this out, right. We don't, don't have to start over again with the entirety of our program here. And I think that folks, by now, will have come to the realization that, look, we're not going to get back to a place where everybody is in the office on the same system during the same hours of the day. How does our program have to in this, whether it's remote or hybrid, certainly transitional time, how do we meet our people where they are and where they're likely going to be for the time being? So I do think your answers will change going forward when it comes to investments in mobile, when it comes to investments in audit processes and controls that take into account the lack of that ability to look over the shoulder, the lack of the ability to rely on tribal knowledge. I think that's going to be the future for all of us. The other thing that looking at kind of where the investments were and they'll go next, what really spoke to me was the idea there was value in having a system in place, right? I think back again to 2020 and those folks that did not have systems in place that relied upon those in-person trainings or audits or what have you, they did have to start from scratch when it came to, how do I do this job, or demonstrate this control in a remote way. Whereas if you had an up and running third party risk management system, you would have to make changes, you'd have to make tweaks to your risks and what they counted for based upon financial instability, operational constraints, but you were working from something. You were able to make adjustments and not start over. And so I think that contrast also, I think, will serve programs well, because the utility of these systems, I think has been revalued by companies because they see how capable they were of pivoting in ways that some of the more informal methods just were not. Susan Frank Divers: To take an example of what I think you're saying. It's interesting to me that a lot of top programs still relied on a tremendous amount of in-person training. Yes, in-person, training's more effective in a lot of ways. It makes those connections, but they may have neglected a bit, their online training and I'm reminded of one, CECO who described it as sheep dip training. As you point out we are where we are and we're not going back two years ago. And so I think the level of innovation we're going to see in areas like training, making it shorter, more video, mobile friendly, more tailored to employees roles in the company. It sounds like that will happen because people have come to realize that they have to rely on their system, that the systems have to be good. Forrest Deegan: I'm glad you brought up the idea of training and the different types that are available in an online way. A stat that isn't in here is, is the idea of shorter training, right? And I think that as we need to put more arrows in the quiver of online training of remote accessible training, that innovation is going to continue and that not only will training get shorter and more customized, but the location of it, the availability of the rule or the lesson, right where the potential action could be. You've got to approve the invoice, the guidance for that should be baked into the system. Same thing with, if you have to approve the use of a new vendor, right? The expectations of the company, they need to be right there. They need to be tied directly to the process itself. I think, again, that works towards the idea of embedding the rules and the system into your actual day to day activity. Susan Frank Divers: Very well put, more of a just in time approach and again, that emphasis on accessibility for people. Well, I could have this conversation all day and there are so many areas in the current Program Effectiveness Report that we haven't had a chance to talk about, but I know you have other things to do. And I really appreciate you spending the time with us today Forrest. Forrest Deegan: It's my pleasure. I appreciate the opportunity to do a deep dive into the report. I love a quote from page six about the idea of having a cut of core values translated into understood behaviors can be more potent and powerful than a thousand rules. I love that cascade down because I think that is the approach that works. And when you couple that approach, which requires consistent communication, when you couple that with the ability to measure response, the ability to track change behavior, that's how you win with respect to these clear communication and standards that are transparent and that people are held accountable to. Susan Frank Divers: Thank you, Forrest. Talking with you about the program effectiveness report is truly a pleasure. Before we leave the podcast and I close it out. Was there anything else that you wanted to talk about or any other insight that you wanted to share? Forrest Deegan: It's always dangerous to ask me that question, but if you don't mind, there was one other kind of collection of stats that really me just because I think that they inform one another. I think it was on page 11, there's a number of stats around what top rank programs are doing. One was almost three times anticipate greater engagement by the boards of directors and almost two times expect more regular engagement by leadership, right? So there's an expectation that the board and leadership are engaged with the program and on that same spit page, it talks about having policies that are simplified and streamlined and having training that is interactive and web based. And to me one leads to the other. If you have a program that is simpler to understand and has been streamlined and has been built in a way to make it interactive, it is going to be easier to support leadership engagement and the board of director buy-in, if you are giving leaders simpler rules that resonate and reflect the reality of the business, you're going to obtain that buy-in in a natural manner. Forrest Deegan: And if you're able to talk about the program and if they're able to talk about that program and have that engagement, then that drives that next level with the board of directors. And so I think you pat have to develop a virtuous cycle here of building a program that's based in the reality of your business that resonates with the values of the company and what the company's priorities are, which will allow your business leaders in talking about those business priorities, to use the same language, to pull the same levers when it comes to their engagement with your ethics and compliance program, it really has to be considered part of that whole in order to work. Susan Frank Divers: Oh, I love how you've articulated that virtuous circle between the values focus, the simplified employee-facing messages and mechanisms, and then leadership becoming more natural. Forrest Deegan: That really is the heart of demystifying your program, right? You've got to make it based in your reality. And you've got to use the language of leadership in order to get there. And if you're doing that, you will have your buy-in at the top and in the middle and it can drive all the way down. Susan Frank Divers: Well, that's a great note to end on. Forrest, thank you so much for spending time with us today and thank you to our listeners for joining us for another insightful conversation. My name is Susan Frank Divers, and we'll see you next time on the Principled Podcast by LRN. Outro: We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN At LRN, our mission is to inspire principled performance in global organizations by helping them foster winning ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcast on apple podcasts, Stitcher, Google podcasts, or wherever you listen. And don't forget to leave us a review.

The U.S. economy has seen a consumer price index increase of 7% in 2021, the largest 12-month gain since June 1982. But should antitrust be used as a tool to combat inflation? Josh Wright and Hal Singer, holding opposite views, debate, explain and answer questions from a live audience ranging from costs and benefits to theories and facts. Listen to this episode recorded live in George Mason law school, co-hosted by Anora Wang and Jana Seidl, and learn what key considerations go into this timely discussion. Related Links: Noah Phillips & Joshua Wright, As Inflation Rises, Antitrust ‘Reformers' Target Lower Prices (2021) Steven Salop & Fiona Scott Morton, The 2010 HMGs Ten Years Later: Where Do We Go From Here? (2020) Hosted by: Anora Wang, Arnold & Porter and Jana Seidl, Baker Botts

Abstract: “You don't want to wait until you already know that there is a culture problem to really understand the culture of your organization. You should constantly be a student of the culture of your company, because we all know nothing can destroy an organization faster than a toxic culture.” - Dottie Schindlinger Culture is top-of-mind in the boardroom. How do you manage it and measure it? What does it look like to act decisively on culture, and what ethical implications come from those decisions? In this episode of the Principled Podcast, host David Greenberg talks about the critical role of boards in shaping ethical corporate culture with Dottie Schindlinger, Executive Director of the Diligent Institute and co-host of The Corporate Director Podcast for Diligent Corporation. Listen in as the two dig into the relationship between boards and ethics and compliance teams and discuss how that can inspire good governance. The key to success? Empathy.   Additional Resources: Report: LRN Benchmark of Ethical Culture   Featured guest: Dottie Schindlinger is Executive Director of Diligent Institute, the global corporate governance research arm of Diligent - the largest SaaS software company in the Governance, Risk and Compliance (GRC) space.  She co-authored the book, “Governance in the Digital Age: A Guide for the Modern Corporate Board Director,” and co-hosts, “The Corporate Director Podcast.” Dottie was a founding team member of the tech start-up BoardEffect, acquired by Diligent in 2016. She is the Board Vice Chair of Alice Paul Institute and is a Fellow of the Salzburg Global Seminar.  She graduated from the University of Pennsylvania, and lives in suburban Philadelphia. Dottie Schindlinger is Executive Director of Diligent Institute, the global governance research arm of Diligent Corporation. She co-authored the book, Governance in the Digital Age: A Guide for the Modern Corporate Board Director and co-hosts The Corporate Director Podcast. She helped launch and grow the start-up BoardEffect, acquired by Diligent in 2016. Dottie is Vice Chair of the Alice Paul Institute and is a Fellow of the Salzburg Global Seminar, and she is a graduate of the University of Pennsylvania.   Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.    

Arnold & Porter's free speech dynamo Theresa House joins Evan to offer guidance on the contours of defamation and libel, and the doctrine's tension with online platforms.

Merger control in China will likely be reshaped when the relevant law is amended affecting both the agency and enforcement goals. But what are the most notable changes? Janet Hui, partner at JunHe's Hong Kong office and leading practitioner based in Beijing, speaks with Anora Wang and Christina Ma on the amendment to China's Anti-Monopoly Law, restructure of relevant agency and personnel, and new enforcement focused on tech. Listen to this episode to learn what happens behind the scenes of China's merger control. Related Links: 2021 - Highlights of Anti-monopoly Guidelines in Field of Active Pharmaceutical Ingredients - Janet Hui Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

A table talk with Haijing Hu, Director, Regulatory and Implementation Staff, Office of Dietary Supplement Program, regarding emerging FDA priorities that should be top of mind for anyone engaged in the marketing and promotion of dietary supplements. The talk will cover a range of topics including enforcement trends and collaboration with the FTC.  Hosted by: Raqiyyah Pippins, Partner, Arnold & Porter 

There is growing interest in regulating how data are used, including in China. But what exactly is China doing to regulate the use of data and how does it compare to other jurisdictions' efforts? Dr. Angela Zhang, Associate Professor at the University of Hong Kong and author of Chinese Antitrust Exceptionalism, joins Anora Wang and Christina Ma to discuss the recent changes to Chinese data regulation. Listen to this episode to learn more about how China is dealing with data privacy and what it means for companies and individuals. Hosted by: Anora Wang, Arnold & Porter and Christina Ma, Wachtell, Lipton, Rosen & Katz

Abstract: CEOs and former CEOs are a dominant force on the boards of major companies. They are also the most sought-after candidates when boards search for new directors. How do these company leaders, so accustomed to being the principal decision-makers in their companies, adapt to the more limited strategic oversight and advisory role that boards play? In our last episode of season six on the Principled Podcast, host David Greenberg explores the lessons that CEOs and former CEOs can bring to boards about purpose, culture, and values. Listen in to his conversation with Walt Rakowich, the former CEO of global real estate organization Prologis and current board director and audit committee chair for organizations including Host Hotels and Resorts, Ventas, and Iron Mountain, Inc.   Featured guest: Walter C. Rakowich is the former CEO of Prologis, a leading provider of distribution facilities and services with over $50 billion in assets and operations in the Americas, Europe and Asia. He joined Prologis in 1994 and was the Senior Vice President/Director of the company's Mid-Atlantic region where he was responsible for expanding the reach of Prologis to the leading logistics markets in the Midwest and Atlantic states. From December 1998 to January 2005, he served as Managing Director and Chief Financial Officer and served as the President and Chief Operating Officer from January 2005 through November 2008.  Walt currently serves on the board of directors of Host Hotels & Resorts, where he is the company's audit committee chair and member of the governance committee; Iron Mountain Inc., where he is chairman of the audit committee and member of the governance and investment committees; and Ventas Inc., where he is chairman of the audit committee. He also serves on the advisory council of Gender Fair. He has served as a member of the executive committee and the board of governors for the National Association of Real Estate Investment Trusts (NAREIT), the primary industry group for REITs in the United States. Walt earned his MBA from Harvard Business School and his BS, with distinction, in Accounting from The Pennsylvania State University. Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.    

Abstract: “As things are changing in the world in which we live, they are changing in the boardroom as well. If you are going to be successful as a company or board, the culture plays such a mission critical role in that for the long term.” - Pat Condon Audit committees play a central role in ensuring the financial integrity of public companies and consequently serve as a backbone for overall board governance. They also provide a great deal of the oversight for boards on issues like corruption, fraud, and cybersecurity. But how do audit committees impact the culture, ethics, and compliance of major companies? In this episode of the Principled Podcast, host David Greenberg explores this question with Pat Condon, Audit Committee Chair and board director of Entergy Corporation. Listen in as the two discuss the various priorities of board committees and how they help shape a board's impact on corporate culture.   What you'll learn on this episode: [2:40] The overall architecture and role of audit committees. [4:30] How the roles of the audit community have evolved during Pat's time in the field. [5:20] How corporate culture informs Pat's decisions as a board member and audit chair. [8:05]  Advice for ethics and compliance officers to build a stronger relationship with the audit community. [11:32] Can audit communities pay enough attention to corporate ethics and compliance discussions? [16:39] How can culture be measured? [20:00] The evolving expectations of stakeholders of major companies. [22:15] What do boards need to change to keep up with evolving expectations?   Featured guest: Pat Condon joined Deloitte & Touche LLP as a partner in 2002, where he provided various consulting and attest services to clients and held a number of regional and national leadership positions until his retirement in 2011. Prior to joining Deloitte & Touche LLP, he was a partner at Arthur Andersen LLP where he provided similar services to clients and held similar leadership positions. In addition to serving on the board of directors and chairing the audit committee of Entergy Corporation, a Louisiana-based integrated energy company, Pat also serves on the boards of Urban Gateways, a Chicago-based 501(c)(3) organization whose mission is to educate and inspire young people by delivering high-quality, accessible arts experiences that advance their personal and academic growth; and the Brother Rice High School Foundation, also a Chicago-based 501(c)(3) organization. From May 2012 until its December 2015 sale to The Kroger Co., he also served as an independent director and chair of the audit committee of Roundy's, Inc., a leading Midwest grocery company located in Milwaukee, Wisconsin. And from March 2012 to May 2017 he served on the board pf directors and chaired the audit committee of Cloud Peak Energy, a Wyoming-based coal producer.   Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.   Transcript: Intro:     Welcome to The Principled Podcast, brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers. David Greenberg: Audit committees play a central role in ensuring the financial integrity of public companies, and consequently serve as a backbone of overall board governance. They also provide a great deal of the oversight for boards on issues like corruption, fraud, and cybersecurity. But how do audit committees impact the culture, ethics, and compliance of major companies? Hello, and welcome to another episode of The Principled Podcast. I'm your host, David Greenberg, LRN's former CEO and now special advisor. I also serve as a board member, governance committee chair, and sit on the audit committee of International Seaways, one of the largest global oil tanker companies. Today, I'm joined by Pat Condon, audit committee chair and board director of Entergy Corporation, an integrated energy and utility company serving millions of customers in Arkansas, Louisiana, Mississippi, and Texas. We're going to be talking about the various issues and priorities of board committees and how they help shape a board's impact on corporate culture. Pat is a real expert in this space, having served as a director and audit committee chair for both Roundy's, a leading grocery company, and Cloud Peak Energy, a major U.S. coal producer. A former Big Four accounting partner, Pat has also served on the boards of 501(c)(3) organizations such as Urban Gateways and the Brother Rice High School Foundation. Pat, thanks for coming on The Principled Podcast. Pat Condon: David, I'm happy to be here. As you and I have talked, the role of the audit committee has certainly evolved over the years. I go back long enough that when the audit committees first started, the role was a very narrow one. And we're here to talk about some of the nuances that have evolved over the years, so I'm happy to be here. David Greenberg: That's great. And before we dive in too deep, let's just set the stage. Why don't you describe, based on your experience, the overall architecture of what audit committees do and the role that they play? Pat Condon: Well, the role is oversight of financial reporting and the related internal controls behind all of that, the review of filings, earning releases, et cetera. A major role that's evolved is risk oversight, and we have oversight of the independent auditor. Ethics and compliance taking on a greater role than it probably had years and years ago. Oversight of internal audit, a mission critical role. Interactions with the other committees of the board, as well as the management of the company. And some of the committees these days, there are overlaps and responsibilities, and so that's an important part of the job. And then any kind of external communications that we might do, which is typically in filings with the SEC or otherwise. All of that, by the way, and we're here to talk about culture. And all of that plays a role in company culture, as you can well imagine. Just a simple thing like internal controls, well, culturally is the company weak or strong? So it's a mission critical role, is the assessment of company culture as it relates to these and many other things. David Greenberg: Pat, how have you seen the role of the audit committee and the chair change over the time you've been doing that kind of job? Pat Condon: As I said, it's become much broader in scope than it was originally, and it's also much more overt, in a sense, with things like organizational health. When we look at ethics and compliance, for one. We look at organizational health, workplace violence, employee relations. And you get down to things like what's happening as a result of changes in the workplace? Which there have been over the last two years, as we all know, very significant changes. David Greenberg: You've mentioned culture and ethics a couple times. You and I were both participants in the recent Tapestry-LRN Summits on ethics and culture. Tell us how you think about corporate culture and how that informs what you do as a board member and audit chair? Pat Condon: I think it's a critical role of every board member to do his or her assessment of company culture. Not only while you're a board member, but you think about going onto a board, I think an important part of your deliberations is what does the culture feel like? But to me, it's a very mission critical part of a company's existence. Things like the new workplaces they talk about at the future of work, for example, they are part of an evolving culture which I think we all have to pay pretty close attention to. And while that was changing some over time, I think the pandemic has accelerated the change. We can certainly see that in who's in the office when and who's doing what and how. Introduction of robotics and other things into the workplace, really changing... They call that the future of work, but it's pretty real and it's happening now. David Greenberg: Would you say that from when you started as a board member until now, we've moved to a point where there are more discussions about culture, ethics, and the outside world, than when you began? Pat Condon: I think we talked about it when I began. And again, I spent a lot of time in boardrooms back in my old profession as well, so I can include that. But the volume is much louder now than it was before. There are any number of reasons for that, but you can see it in society as well. And most companies, they do reflect society. To be successful, you better reflect society. And so as things are changing in the world in which we live, they're changing in the boardroom as well. Again, you come back to if you're going to be successful as a company, as a board, et cetera, et cetera, the culture plays such a mission critical role in that for the long term. You can be short term successful with what I'd call less desirable culture, but I don't think you'll last long. David Greenberg: So one of the biggest parts of our audience for this podcast are chief ethics and compliance officers and their teams. As an audit chair, what's your advice to them on how best to build a strong relationship with the audit committee and its chair? Pat Condon: Relate. So, I'm not a shy, retiring wallflower, nor or I think most of... So the key is to talk. And maybe it's me, but... And of course in my capacity, I need to avoid being management. On the other hand, healthy discussions with the officers, including the chief compliance officer, I'm pretty frequent in that. And again, I come back to this two dimensional world we're living in right now. It's much tougher to make some assessments, and therefore my conversations have probably picked up the pace a little bit because of the lack of face-to-face time that we could spend together. Whether it's over dinner or lunch or anything, those are times when you can get a good three dimensional judgment of character, culture, et cetera. David Greenberg: When you think about the chief ethics and compliance officers you've worked with, how's the board view them? Do they have the status of other senior officers, or more importantly, do they have the status they need to be effective? Pat Condon: I can't speak for the world, but I can tell you that my experience right now is yes, without question. The relationship to the C-suite... In fact, sitting in the C-suite is probably a good way to put it. And then the board is very, very, very, very interested in what they report out. And whether it's the results of employee health surveys or anything else, they all play a role in that. And so I would say that... Well, certainly every one of our board meetings, we get a report, and I will have looked at it closely beforehand, had a discussion about it. David Greenberg: Do you have a relationship with the chief compliance officer in between board meetings and committee meetings? Pat Condon: Probably not as much as the internal auditor, but yes, I am not afraid to pick up the phone, and I've certainly told her that if she has any reason whatsoever to call me, to pick up the phone. So it's a good relationship, and I think it needs to be. I mean, it needs be a crystal clear two-way street. David Greenberg: Do you see, for example, good level of cooperation between say internal audit and ethics and compliance, or can you tell from where you sit? Pat Condon: Yes, absolutely. I mean, I think it's, where necessary, there's parts where the roles overlap and become... Collaborative is the wrong way to put it, but each has a role to play. So at least in what I'm observing, yes, there's a relationship and it's a strong one, as well as with the other members of the C-suite. David Greenberg: So, Pat here's what I think is one of the tougher questions for audit chairs and audit committee members. I sit on the audit committee at International Seaways, and the agendas are just crushing in terms of absolutely mandatory, legally required things that have to be done. So my question is can audit committees pay enough attention to corporate ethics, culture, and compliance? And if your experience with that says the answer is yes, talk a little bit about how you've accomplished that. Pat Condon: Well, I try to leverage as best I can all of those things, so I'm pretty active when it comes to pre-meeting material interactions, but we don't have... The agendas are busy, and especially depending on the time of year. But there's a lot of prep that goes into the meeting on both sides, and optimizing the prep certainly helps, as well as making the reports tell the story they need to tell, but do it in a succinct way. And that frankly, is evolving. Whether you're dealing with ERM or compliance, the nature of the way the reporting is going is I would say evolutionary and probably always will be. But the nature of, for example, corporate risk has become much more sophisticated. Part of it's technology, part of it's the work. So you know as well as I and pretty much any other director, how much more education we do these days than we did maybe before. But it's incumbent upon the director, in my view, to keep himself or herself current when it comes to rules, regulations, and the state of the art as it relates to all of those roles. David Greenberg: You said that the reporting in this area and other areas is evolving. Are you feeling like it's becoming more strategic in nature and the board members are getting a deeper sense of what's going on, or not? Pat Condon: I believe so. And again, I think the fact that we all... There aren't many shy, retiring wallflowers at the board level, and so where anybody feels... Sometimes the board, somebody will call me directly and ask about things. But I think everybody's invited to weigh in on the nature of the reporting that's done. And the questions, you can tell by the questions, that the interest level is high in this area. David Greenberg: One of the series of letters that I hear from almost every board member I talk to is are the leters ESG? So how is your board dealing with ESG? Is it an audit committee matter, a full board matter, someplace else? Pat Condon: E, all the above. And from things like... Just take an example: what's reported in the 10K. Typically, that would not have fallen anywhere in the... So sorting out who's going to review it. What, for example, the external auditor might do with some of that. Because the nature of a lot of that reporting is it's things that weren't there before, so all of a sudden it was how do we know that what's going in there is correct? Who's looking at it? So we know that's been parsed out and that it's being done. But part of it is... I come back to what does your company believe its mandate is? So for utilities right now, all of that stuff is incredibly relevant. So whether it's how are we producing every kilowatt hour, whether it's interactions with the regulators, whether it's what's the nature of our workforce, what's the composition? How is it by level of the organization? I mean, we do look at every one of those things. And so I think that at least the companies with which I'm familiar, they had all... Before it became a public mandate, it was evolving in the boardroom anyway. David Greenberg: So you and I have been involved in a bunch of conversations about corporate culture, and particularly how hard it is for boards to get a feel for it and how hard it is for companies to have good measurement and metrics. What's your view on how boards can play a role to focus management's attention on this so that when we talk about culture, we're not just guessing at it, but we have have some measures that can be tracked and management can influence them over time in the right direction? Pat Condon: I think when it comes to the measures, we are at an evolutionary point, because they've been squishy at best historically. I do think that more and more companies are having independent reviews of their culture. Having said that, there's so many different aspects to it. Again, I come back to as a board member, I would take every opportunity I had to, whether it was a corporate lunch, a dinner, and thank goodness the companies with which I've been involved would invite folks who were not part of the C-suite. And in addition to the social part of it, I would do my best to ask and gauge the responses about are we culturally directionally correct? Whether it's safety, employee relations, any number of things that embody culture, that was my way of assessing it. I don't think the metrics are... How would I put this? We have generally accepted accounting principles. I don't think there are any generally accepted ethics principles that you can say that you would... On the other hand, there are companies who do go in and make those cultural assessments. So I think it's evolutionary. I think all you can do is make sure that... And you can listen to the management team and draw your own conclusions about whether culture's important in the C-suite. In my case, fortunately it is, and we do frequently have conversations about culture itself. But you get into things like... And you know this as well as I. When you got a lot of contractors, you can set the ground rules, but they better be reflective of your culture, and you better be prepared to impose disciplines when things evolve in a way other than you would like them to. And most companies do use a lot of contractors, but they can influence culture if you're not careful. And if it's positive, it's great. If it's negative, that's something you really need to look for. David Greenberg: So stepping back a bit and reflecting, how do you see the evolving expectations of stakeholders as it relates to major companies, and what's that mean for boards? Pat Condon: The question is, the first thing is, who are your stakeholders? And I think that's also in an evolution, because corporations are more and more considered, I'll call them citizens, than they might have been before. And so I think the world of ESG, people who might not hold a share of the company still have a reaction, and they can influence you either in your stores or... On the other hand, if you're a necessity, whether if you're a power company or... The stakeholders, the customer side of it's mission critical. So I think the stakeholder evolution, if I can put it that way, is healthy for society, but it's imposing burdens we haven't experienced before. But having said that, I am watching mostly positive reactions to that. Now, it doesn't mean that everybody who says something about your company is going to portray their perspective. They're not necessarily going to be factual in what they have to say. And so there are times when you're out there talking about, maybe indirectly, that message and what's incorrect about it, or just sometimes you got to be direct. How would I put this? Social media's probably created a lot of perspective that didn't exist before, because pretty much anybody can have an expert opinion now, and that's sad, but true. David Greenberg: Yeah. Thinking about all that, what do you think boards need to change to keep up with these evolving expectations? Pat Condon: I think you just got to have your ear to the ground at all times, as well as your hands, and make sure that you're in sync. I think you can look at other companies and what they're doing. Certainly, you need to be in communication with your stakeholders virtually continuously. And evolve as you need to, because just as human nature has evolved, so has the corporate nature, and it will continue to do so. David Greenberg: Pat, have you seen on your boards pressure, expectation, for the CEOs to take a position on social issues and things going on in the outside world? Pat Condon: I think my experience is maybe a fortunate one, but the answer to that is yes, and I believe it's as it should be. And it can be a real strength to a company where you've got a CEO who's not just aware, but is a believer, if I can put it that way. David Greenberg: So, Pat, any closing thoughts you want to leave with our audience about directors, boards, audit committees, how to work with them? Pat Condon: The world of cyber is not going to go away, and it's something we all need to be tuned into. And you see it every day on the news about invasions of your personal space, but the corporate side, it's no different. ESG, mission critical, and I think we just need look to excel in that area. I forget who it was, eternal vigilance is forever the price of freedom, but eternal vigilance is something that you just got to be tuned in. I think the future of work, and we didn't talk about the intergenerational differences as it comes to that, but those are all things that are very, very relevant. And there's lots of things published on it. There's lots of things you can attend on it. But I do think it's something you need to tune into, because the pandemic and the change in the workplace environment, and I continue to add in the introduction, almost the virtual concurrent introduction of robotics in certain parts of the business are really going to change the future of work in a way that we need to stay close to. David Greenberg: Well, I think that's a great place to wrap up for now. Pat, it's been really great having you on the podcast. We thank you and hope you'll come back again, because you certainly outlined a number of issues that are worth talking about. Pat Condon: I'm happy to, and I have to say I enjoyed preparing for this with you, so look forward to doing it again. David Greenberg: That's a wrap. Outro: We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN. At LRN, our mission is to inspire principled performance in global organizations by helping them foster winning ethical cultures, rooted and sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcast on Apple Podcasts, Stitcher, Google Podcasts, or wherever you listen. And don't forget to leave us a review.    

Abstract: “You don't want to wait until you already know that there is a culture problem to really understand the culture of your organization. You should constantly be a student of the culture of your company, because we all know nothing can destroy an organization faster than a toxic culture.” - Dottie Schindlinger Culture is top-of-mind in the boardroom. How do you manage it and measure it? What does it look like to act decisively on culture, and what ethical implications come from those decisions? In this episode of the Principled Podcast, host David Greenberg talks about the critical role of boards in shaping ethical corporate culture with Dottie Schindlinger, Executive Director of the Diligent Institute and co-host of The Corporate Director Podcast for Diligent Corporation. Listen in as the two dig into the relationship between boards and ethics and compliance teams and discuss how that can inspire good governance. The key to success? Empathy.   What you'll learn on this episode: [1:52] What was on the minds of those at Diligent Institute during their recent corporate culture roundtable? [5:32] Boards' and Directors' struggles to measure culture and progress. [8:25] Underlying driving factors of conduct. [14:13] - Discussion of cancel culture and reputation preservation. [17:38] - The importance of identifying your company's purpose.  [19:52] - The key ethics issues challenging boards right now. [24:28] - The looming threat of cyber crime. [27:46] - The shifting relationship between boards and ethics and compliance teams.   Additional Resources: Report: LRN Benchmark of Ethical Culture   Featured guest: Dottie Schindlinger is Executive Director of Diligent Institute, the global corporate governance research arm of Diligent - the largest SaaS software company in the Governance, Risk and Compliance (GRC) space.  She co-authored the book, “Governance in the Digital Age: A Guide for the Modern Corporate Board Director,” and co-hosts, “The Corporate Director Podcast.” Dottie was a founding team member of the tech start-up BoardEffect, acquired by Diligent in 2016. She is the Board Vice Chair of Alice Paul Institute and is a Fellow of the Salzburg Global Seminar.  She graduated from the University of Pennsylvania, and lives in suburban Philadelphia. Dottie Schindlinger is Executive Director of Diligent Institute, the global governance research arm of Diligent Corporation. She co-authored the book, Governance in the Digital Age: A Guide for the Modern Corporate Board Director and co-hosts The Corporate Director Podcast. She helped launch and grow the start-up BoardEffect, acquired by Diligent in 2016. Dottie is Vice Chair of the Alice Paul Institute and is a Fellow of the Salzburg Global Seminar, and she is a graduate of the University of Pennsylvania.   Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.   Transcript: Intro: Welcome to the Principled podcast brought to you by LRN. The Principled podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers. David Greenberg: Culture is top of mind in the boardroom. How do you manage it and measure it? What's it look like for boards to act decisively on culture? And what are the implications of those decisions? Hello and welcome to another episode of the Principled podcast. I'm your host, David Greenberg, LRN's former CEO and now special advisor. I'm also on the board and chair the governance committee of International Seaways. Today, I'm joined by Dottie Schindlinger, executive director of the Diligent Institute and co-host of Diligent's podcast, The Corporate Director. We're going to be talking today about the critical role of boards in shaping ethical culture. We'll be touching on the relationship between boards and ethics and compliance teams and how that can promote good governance. Dottie is a real expert in this space. She brings over 20 years experience in governance related roles, including serving as a director, officer, committee chair, senior executive, governance consultant and trainer for public, private and nonprofit boards. Dottie, thanks so much for coming on the Principled podcast. Dottie Schindlinger: It's my pleasure, David. It's great to be with you. David Greenberg: Dottie, Diligent sponsored a recent round table for directors on corporate culture. What was on their minds? Dottie Schindlinger: Well, thanks for asking, David. Listen, culture has been a top issue on the minds of corporate directors for a few years now but really very much so in the past two years during this pandemic. It's been really fascinating in our conversations with directors all throughout this period of time, the word that keeps coming up over and over again is empathy. That empathy has now become a key skillset for directors and senior executives of organizations to really make good decisions. And I think corporate culture in particular has been a little bit in the crosshairs because of all the rapid change and the seismic type of change that organizations are going through. Think about back in March of 2020, when basically every company that could had to move to 100% remote operations with no advanced warning and with no planning and think of the impact that it had on corporate culture. When what seemed to be a two week hiatus from the office turned into, in some cases, an 18 month long hiatus from being together in the office. I think the directors are really watching corporate culture very closely. And then of course you have other pressures taking place, everything from ESG, what's happening in terms of our workforces, the huge talent crunch that we are under right now that the competition for talent at an all time high. Culture is definitely on the minds of corporate directors and we spent a lot of time talking about that in this round table. David Greenberg: Speaking of all the time out of the office, what are the directors saying about there are companies and boards being back in the office? Dottie Schindlinger: Well, it's very uneven. For some organizations they've been fully back in the offices for a long time. And by the way, I feel like it's really fair to point out that even during the pandemic, something on the order of 62% of jobs in the US cannot be performed remotely. And so I feel like we have to just call that out for a moment and acknowledge that being a remote worker was really kind of the reality for a privileged few in the workforce and not the many. But having said that, it's still very uneven the experience. We're seeing a lot of interest on the part of workforces when they can perform jobs remotely to continue doing so. And then we're seeing also a lot of desire from people together that they miss each other, that they miss the kind of give and take that happens when you get together physically in a space and you have the opportunity to run into somebody you haven't seen in a long time. Someone who's maybe not on your team but an adjacent team and just have those impromptu water cooler conversations that I think we all treasure. It's a very mixed experience. For some people it's better to stay remote, especially if, for example, you're the parent of young children and childcare continues to be an issue. You may want to have the flexibility that being a remote worker brings to your schedule. It's definitely not a universal and because it's not universal and because this all full disease of COVID just keeps rearing its ugly head and we have new variants happening, it's hard to plan. If you're in any position of leadership and you're having to plan, when should we go back to the office? And what should be the protocol to keep the workforce safe? These questions don't have simple answers and the answers themselves continue to evolve as the disease evolves. It definitely is requiring everyone to be a little bit creative and to stay on their toes. David Greenberg: Got it. Going back to the discussions on culture, did measurement come up? How are boards and directors struggling with trying to measure culture and make real metrics on culture so that progress can be measured? Dottie Schindlinger: Yeah, it's a hard thing to measure, isn't it, David? Trying to measure cultures a little bit like saying we're going to measure love. How do you actually approach that? But we also know that when there is a toxic work culture, it is palpable. People recognize when there's a toxic work culture, you can almost see it in the faces of the people on the team. There are some measurements that are quite helpful. I don't know if you're familiar with a project that was put together by a group called Glassdoor in combination with the MIT Sloan School, something called the Culture 500. And what they basically did was use some AI tools to investigate hundreds of thousands of submissions from Glassdoor reviews of employees to look for patterns. And then they measured companies on the S&P 500 on nine different variables trying to determine the health of culture. And kind of work, I think is really very interesting. If you haven't checked it out, I'd recommend that you look at the Culture 500 and just take a look at that website and see how they approached that. It's that kind of measurement that I think is going to make the difference. When you can really see big data sets and look with AI fueled tools for patterns and try to uncover what can we really learn from all these reviews? You're not looking at individual reviews and reacting to individual reviews but you're looking for commonalities and themes and patterns across thousands of entries. That then does give you a fairly accurate picture of what's happening with culture within a company. I think if you're a director these days, you should be paying attention to these kinds of tools. These are the kinds of things that are going to make it easier for you to provide that kind of oversight on culture, especially because that is so hard to do. I can say this from personal experience, I'm on the board of a small nonprofit organization that recently had some challenges around culture. And we've been meeting remotely for a year and a half because of COVID. We haven't been physically on site at the nonprofit organization and frankly, we didn't really have a good sense for what was happening there day to day. And so it took having some conversations with the staff to try to understand what is actually happening here? And it's just really hard to get the tools that you need to have that visibility if you're not boots on the ground every day. And frankly, that's just not the reality for board members, even outside of the pandemic. We're not boots on the ground every day at the organizations that we oversee. Having these kinds of tools that give us better insight, I think are going to be increasingly important as we start to think about how to measure culture. David Greenberg: The other thing I've seen some boards turning their attention to is kind of trying to capture some of the underlying drivers of conduct, both good and bad. Things like trust, fear, belief that management acts on its values. And if boards can get underneath the surface like that, you were talking about empathy. I think those are the kinds of things that we're going to have to be able to measure and assess because otherwise we're just asking people in engagement surveys how they're doing, whether they go out to lunch with their boss, whether they can bring their dog to work and that's not really what's driving behavior. Dottie Schindlinger: It's really true. And David, one of the recommendations that came out of this round table that I think gets at that question of trust is look, I think boards are very used to evaluating the performance of their C-suite executives and especially of the CEO and really understanding, do we have a feeling of trust with this individual and with this team? Do we have trust in their capability as leaders? But it can be incredibly powerful for the board to get some reports from skip level employees. Not the C-suite and not even their direct reports but one level down and really kind of getting a sense from that layer of the organization, how do they think the C-suite is doing in terms of whether they can be trusted to lead the organization in the right direction? That kind of an approach, sort of that 360 degree evaluation can be so helpful to understanding the culture of the organization, especially if that kind of information is coming anonymously and is done regularly. You don't want to wait until you already know that there's a culture problem to understand the culture of your organization. You should constantly be a student of the culture of your organization because let's face it, we know nothing can destroy a company faster than a toxic culture. Truly. We just see every example of that ripped from the headlines. We know that to be true. And so if you're maybe once a quarter, two times a year doing a big 360 degree pulse check of the whole company to understand the culture, really asking people culture specific questions, that's going to give you, I think, a very good sense for how things are going within the company and just it's not necessarily the only data point that you'll use but it does give you a very different view than what you're hearing just in conversation with the C-suite executives. David Greenberg: Yeah. You mentioned toxic cultures. Do you have any recent examples in your experience of a board acting decisively on corporate culture where there was a problem like that? Dottie Schindlinger: Well, there's many as you know but I'll share just one. And I feel comfortable sharing this one because it has been very widely publicized and we've also featured the executive vice president and general counsel a couple times at events that we've held at Diligent. And that's the story of Wynn Resorts. I think everybody remembers a few years ago that there was a very well publicized #MeToo campaign around Steve Wynn, who was the founder, chairman and CEO at the time and he was found to be guilty of sexual misconduct and he was ousted from the company. What may not be as widely known is as part of that process, about half of the board was also ousted from the company because as they began to do their investigation, what they learned was that it wasn't just a matter of there being one bad apple but it was truly endemic in the culture. There was a culture of intimidation and harassment almost at every level of the organization. It absolutely was the tone at the top playing out through the entire organization. And so they felt that they really needed to kind of start fresh and they brought in many more women onto the board. They brought in much more diversity onto the board and that was true throughout the leadership of the company as well. And they began to really work from the frontline employees all the way up to the top of the organization to really get to know what that culture had been like and what would be the things that they really needed to work on and correct. And one of the things I think is quite remarkable is that when we think now about what was happening during the pandemic, so all of this happened at Wynn a few years ago but then came the pandemic. And at the beginning of the pandemic, Las Vegas was shut down completely and as you can imagine for a company like Wynn Resorts, this was an existential crisis. If they couldn't operate their business at all, it might have very quickly spelled the end but because they'd been doing all this hard work around culture, they knew that one of the most important things that they could do would be to retain their workforce for as long as humanly possible. And so they made cuts every possible little place they could without cutting staff. And they actually did not furlough staff, I think, longer than any other resort or casino in the Las Vegas area. And that's really saying something. Now, eventually they did have to make some adjustments as the pandemic continued month after month. But I think they've now hired back basically everyone that they furloughed. They really just focused so much on retaining their workforce, protecting their workforce and really making sure the workforce knew how valued and how trusted they were. And I think that speaks to the hard work that they did around culture. I don't know that that would've been their priority in years past but they knew moving forward, this had to be priority number one for them and it really showed in the choices that they made. David Greenberg: Very interesting. And I'm speaking to you from one of the Wynn hotels right now, where I'm having some strategy meetings. The service is great, the place looks great so they seem to have weathered the storm. Dottie Schindlinger: That's great to hear. David Greenberg: How are you experiencing and talking to boards, their dealing with all of the issues related to reputational risk and cancel culture? Dottie Schindlinger: Yeah, it's a great question. And I think we hear about cancel culture and the concerns there. I think it certainly is a bigger concern for certain industries, rather others. If you are a consumer products company, obviously this is a huge concern for you. It's something that can absolutely spell the difference between success or failure and really on either side. You can have a social campaign go extremely well as in the case of Nike a few years ago, in terms of their support of Colin Kaepernick, that that actually ended up paying huge dividends for the company and really put them in a strong position. And it can go exceptionally poorly. I think of an example like United Airlines when the video of them dragging a passenger off the plane went viral. And quite frankly, even than three years after that incident, their stock price really was continuing to underperform their peers. You can really see how these things can light a fire and go very, very broadly. We do this report every month at Diligent Institute called the Director Confidence Index. And back in February, we were curious to know, how did directors feel about reputational risk? And in particular, we wanted to know, how did they feel about the fact that CEOs were becoming much more public faces of companies and taking to the podium to speak on issues that are kind of unrelated to corporate performance but are related more to social issues. Things that they felt might be of concern to their key stakeholders. And what we thought was pretty fascinating was that 54% of the directors we asked said that their CEO had made a public statement to address a social or political event occurring in 2020. And that was more than double the rate that we found four years ago. It is absolutely true that there is more happening around reputation management and reputation generation for corporate leaders. But only 16% of the directors that we surveyed said that they encouraged their CEO to speak publicly on any issue he or she deems appropriate. 42% say they would encourage the CEO to speak out but only to the extent that the issue relates directly to the company's mission or values. And about 32% said CEOs should always stay silent on social issues. It's clear that there's not a lot of consensus among directors about the best way to do this. What I would say is I think a lot of directors that we speak with are telling us, "Look, it doesn't matter whether you like it or not, you may have to enter the fray because to be silent can sometimes do more damage than to say something. And so you do have to really think about how are you guarding your reputation? What are you aligning your reputation too? And I think probably the best true north is how does this relate to your company's values? What are the things that you are trying to put out to market as your core values? And how does this relate to what you value? I think that's really the best way to approach when to speak out, how to speak out and who should speak out. David Greenberg: I think it also helps when companies have a clear sense of purpose, why they're on this planet and what their relationship is with society. If they can define that and understand that, then it may help them understand the issues where really there's very little choice and a lot of need to actually speak out because it connects to who they are and why they're here. Dottie Schindlinger: Well David, I completely agree. And I would say in that same survey, 57% of directors told us they're more concerned about reputational risk today than they have been in any prior year. And I think that is because there has been this pressure being placed on companies by institutional investors, by the business round table, by just societal opinion. Again, going back to the fact that we're in this talent war, you've got to attract and retain top talent. And the way to do of that is to make sure that you have a clearly stated company purpose, that that purpose of your company is tied to something broader than generating positive returns for shareholders and that it's something that your workforce, your customer base, your partners can all buy into and sort of see a role for themselves in. And I think that's just a much taller order than we've had in years past. I think that the job of a director is getting precipitously harder but if you can have that stated company purpose, it can make other things easier to say no to and make it a little clearer what you have to say yes to. David Greenberg: And one of the things that I've taken to the boardroom from my experience as a senior executive at what at the time was a Fortune 10 company, is that the truth is making a return for shareholders and all of the compensation bells and whistles that comp committees have ever created, you add all that up and it wasn't enough to get a lot of us up in the morning. If there wasn't a greater purpose to what we were doing the company was really missing something in terms of getting discretionary effort even out of its most senior leaders. Dottie Schindlinger: Yeah. I think that's very true. That connects to sort of what makes us human, doesn't it? That we're all, we're purposeful beings, human beings and we want to know that we're connecting to some broader purpose. It's not just we're doing it for the sake of doing it. And I think that's true for board members too. I think board members feel far more motivated to maybe go on a limb and tap into their personal networks and express empathy and have compassion for things that they feel they connect to. I think everybody wants to feel they belong. David Greenberg: For sure. When we drill down a little bit, what are some of the key ethics issues you see challenging boards? Dottie Schindlinger: Well, first of all, just the number of ethics issues challenging boards has exploded. There's many more things that board members have to keep their eyes on these days. I would say some of the big ones, issues around the pandemic dealing with sort of public health issues, making sure that local regulations and workplace safety are being managed correctly. Again, those are not easy issues, but they need to be thought through. Diversity equity and inclusion is a big one. I think there's been so much energy being put into this area ever since the murder of George Floyd and the many corporate commitments that were made to try to change the nature of systemic racism and really address historic inequity. And these things require ongoing attention. This is not something that gets fixed in a couple of months. We're talking about a system that goes back 500 years, so it's going to take some time to get this right but it needs for us not to take our foot off the gas, to really kind of keep going. Also issues related to sexual harassment, those continue to be things that we see plague companies and just continue to need to be addressed. Those are things I would say are really top of mind over the past couple of years but I would also add there, there's sort of a huge ethical dimension to climate change. Right now we're just finishing up the COP 26 conference that's happening in Glasgow. And there's a lot of concern out there that we're not going to be able to meet the climate commitment that we need to meet to keep the ocean temperature level down to 1.5 degrees Celsius above where it was. And I think that has huge, huge implications for every company. Everything from global supply chain, to workforce, to our ability to just conduct business in this new unknown future with bigger, more horrifying storms. And there's some ethical dimensions there. If we're not making choices that are in the best interest of the planet, not only can they be really harmful to our business and our balance sheets, but they're harmful to our own ability to exist. I would call that a bit of an ethical conundrum and that is a huge issue that I think boards are going to have to get better at addressing, frankly, just better at being able to have those conversations at a strategic level in boardrooms. It really does connect to the ability for the business to exist and thrive. We have to just get better at making sure we're talking about these things all the time. David Greenberg: You've just made a pretty good case that the issues that boards confront and discuss are changing. Do you see a related change in the profile of public company board members? Dottie Schindlinger: We've started to see that. We did a report in July called Beyond the C-suite and it was looking at the changing trends of the profile of new director hires of public companies. And what we saw is that while the vast majority of new hires of directors are still current and former CEOs, CFOs and COOs, there is year over year, a growing number of new director hires that are coming into the boardroom with different skillsets. We're talking about people that come into the boardroom with technology backgrounds, legal backgrounds, ESG, HR, sales and marketing. Just kind of nontraditional profiles for board member hires. And this is not an accident. We are seeing this wide array of areas of risk that boards are now being asked to tackle and really have no choice but to tackle. Things like cyber risk, for example. 10 years ago, I think you'd be hard pressed to find a board meeting that spent a very much time talking about cyber risk outside of a very small number of companies. Now, I think you'd be hard pressed to find a board meeting that doesn't touch on cyber risk probably at least a little bit of every board meeting at most companies. And so we're seeing this big shift in the kinds of things that directors have to deal with. And as a result, you need different talent. You need people that come from different areas of expertise and bring fresh perspective into the boardroom conversation. David Greenberg: Yeah. I can tell you that cyber risk comes up on the board at International Seaways very regularly and every time it does, it scares me to death because it's very hard to deal with. It's very hard to know and you have very good people inside and outside the company who can help but it's really fast moving and it's just one of those things that keeps you up at night. Dottie Schindlinger: And I hate to say it but probably should. Probably should keep you up at night. The terrifying numbers that I hear, I believe that now cyber crime as an industry, if you look at it as an industry, has top $6 trillion a year, which Larry Clinton who's the president of the Internet Security Alliance always has this great line, which is, "If cyber crime was a country, it would be big enough to qualify for entrance into the G7." Thinking about any individual company trying to tackle such a behemoth is kind of outrageous. I think what we need to think about is how are all of us as companies, as governments, as citizens banding together to fight this insane criminal enterprise. It's the largest criminal enterprise on earth. It's I think at this point, something like double the size of the illicit drug trade. It's massive. We all have to play our role in fighting this and none of us are going to be successful alone but of us can take our eye off the ball. We all have to pay attention. We all have to be a little bit paranoid all the time for bad things not to happen. David Greenberg: Yeah. One of the things that worries me, you've referenced the war for talent a few times and I wonder if the good side is winning the war for talent in the cyber area? Dottie Schindlinger: Not even close. Not even close, David. Right now, the estimated number of unfilled cybersecurity professional jobs globally is three million. And there's just not even a pipeline to fill that many roles. Unfortunately this is a definite area of concern. I would say any of you listening to this podcast, if you have a young person in your life who's trying to figure out what career to go into, suggest they go into cybersecurity, we need them in the fight. David Greenberg: One of the things I've seen in terms of the changing profile of directors is that I would say three years ago, you would have been hard pressed to find even one or two members of public company boards who had spent a major part of their time as working chief ethics and compliance officers and now I've identified about a dozen. There's a little boomlet in that area that I hope will continue. Dottie Schindlinger: That's a tiny little boomlet. David Greenberg: I know, I know. Well, you got to start somewhere. Dottie Schindlinger: You got to start somewhere. I would agree with you. I think that's a positive trend. I'd love for it to actually be large enough to be a trend but it's positive to see that we definitely saw that there are more individuals with legal expertise being welcomed on to boards. And hopefully that means that they come in the door with some deeper understanding of ethics and compliance issues maybe than others. And I think we definitely could see more of that because as we've been speaking through this whole podcast, the ethical and moral dimensions of business, I think are getting far more complex. And so you need people who sort of understand ethics and compliance in a real way to be able to help guide strategic decisions that have ethical and compliance dimensions to them, which I think is all of them. I think we could all do with an ethics and compliance expert on our boards. David Greenberg: Here, here. A lot of this audience listening to this podcast today, come from the ethics and compliance community so I wanted to be sure to ask how you see the relationship between boards and the ethics and compliance teams out there and whether it's changing and how it may need to change more. Dottie Schindlinger: Great question. I do think it is changing and I would be disingenuous if I said it was changing everywhere at the same pace. That's not true. It's fits and starts. But I do think that there's a greater recognition on the part of many companies that the ethics and compliance team is not the team to call in when things have already gone wrong but that in actual fact, they can be very strong strategic partners in future decision making. You can bring in the ethics and compliance team to help you think through investments that you're planning to make. You can bring them in to help you think through ways that you could potentially be greening your business to potentially add to the bottom line. You can bring them in to talk through workforce issues and the fight for talent, and retaining and attracting of top talent. What are some ways to think about that from sort of the ethical dimension? Frankly, I think it behooves you to use that team in a strategic way to just help make better, more nuanced decisions and play out in advance what are the ethical dimensions of this decision that we're going to make? Again, business now moves at the speed of a tweet. Never forget that every decision you make is going to be scrutinized and it's going to be scrutinized in the marketplace of Twitter. And so if that's going to be the case, it probably makes sense for you to check in with the ethics and compliance team about what might be some things we should be prepared for as we make this decision? And I don't know that that's been the traditional way that those teams have been leveraged. I think more so they've been brought in after the fact to help fix something that's gone wrong or they've been brought in when there's some check the box exercise around training that needs to happen. And I just think that's an under utilization of a really great resource in your company. David Greenberg: Dottie, that is a fantastic place to end today because we're just about out of time. It has been an enormous pleasure to talk with you about the evolution of boards in shaping culture, ethics and compliance and the role of boards in what is an ever changing world. Thank you for joining me on this episode and I hope we can continue our conversations. Dottie Schindlinger: Thank you so much, David. It's been such a pleasure. David Greenberg: And thank everyone out there for listening. I'm David Greenberg and we'll see you next time on the Principled podcast by LRN. Outro: We hope you enjoyed this episode. The Principled podcast is brought to you by LRN. At LRN, our mission is to inspire principled performance in global organizations by helping them foster winning ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcast on Apple Podcasts, Stitcher, Google Podcasts or wherever you listen and don't forget to leave us a review.

Arnold & Porter's technology policy expert Greg Louer joins TMT Time to talk through how Capitol Hill is focused on the semiconductor crisis with the CHIP Act and some insider information on waffles and Halloween costume ideas.

Cryptocurrency inched closer toward the mainstream this week when the first-ever exchange-traded fund linked to bitcoin was launched, opening up the world of crypto investing to essentially anyone with a brokerage account. So what does it mean now that everyone can bet on the hotly debated currency, and how are regulators working to make digital money safe for the masses? Law360 senior fintech reporter Elise Hansen joins the show to break it all down. Also this week the Justice Department indicts a former Boeing employee for duping federal safety regulators related to 737 Max jets; a New York judicial report rebukes Arnold & Porter attorneys for discovery abuse in opioid litigation; and another pharma company regrets making parody videos.

Andrew McCabe sits down with Evan and Murad Hussain to provide his personal explanation on his saga and how Murad and the Arnold & Porter team helped him clear his name. For more on the case, please visit: https://www.arnoldporter.com/en/perspectives/news/2021/10/ap-obtains-litigation-settlement-restoring

Abstract: How are expectations of global companies changing? How do leaders from the non-profit world contribute to corporate boards—and what can companies learn from directors who come from that sector? In this episode of the Principled Podcast, host and LRN Special Advisor is joined by Helene Gayle, the President and CEO of the Chicago Community Trust. The two discuss how board directors can continue to evolve and improve their oversight of and engagement in corporate culture. Listen in as David and Helene explore the similarities and differences between corporate and non-profit boards, and how global companies are faring throughout the pandemic.   Featured guest: Dr. Gayle has been president and CEO of The Chicago Community Trust, one of the nation's oldest and largest community foundations, since October 2017. Under her leadership, the Trust has adopted a new strategic focus on closing the racial and ethnic wealth gap in the Chicago region. For almost a decade, Dr. Gayle was president and CEO of CARE, a leading international humanitarian organization. An expert on global development, humanitarian and health issues, she spent 20 years with the Centers for Disease Control, working primarily on HIV/AIDS. She worked at the Bill & Melinda Gates Foundation, directing programs on HIV/AIDS and other global health issues. Dr. Gayle was born and raised in Buffalo, NY. She earned a B.A. in psychology at Barnard College, an M.D. at the University of Pennsylvania and an M.P.H. at Johns Hopkins University. She has received 18 honorary degrees and holds faculty appointments at the University of Washington and Emory University. She serves on public company and nonprofit boards, including The Coca-Cola Company, Organon, Palo Alto Networks, Brookings Institution, Center for Strategic and International Studies, New America, ONE Campaign, Federal Reserve Bank of Chicago, and Economic Club of Chicago. She is a member of the American Academy of Arts and Sciences, Council on Foreign Relations, American Public Health Association, National Academy of Medicine, National Medical Association, and American Academy of Pediatrics. She has authored numerous articles on global and domestic public health issues, poverty alleviation, gender equality, and social justice. Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.

Marsh's Jeff Alpaugh and Charles Landgraf of Arnold & Porter talk about why Marsh and the Business Continuity Coalition believe that a public-private partnership on pandemic risk is vital for businesses and the economy. Read Marsh's report on the need for a pandemic risk solution. You can access a transcript of this episode here. For more insights and insurance and risk management solutions, follow Marsh on LinkedIn and Twitter and visit marsh.com.

Abstract: How are boards of directors of major companies coping in 2021 with the increasing expectations of so many stakeholders?  How can directors help companies manage their way through myriad changes in the competitive environment, advances in technology, and new mandates from government and regulators? And how are boards able to oversee critical non-financial issues like corporate culture, ethics, cybersecurity and ESG? In this episode of the Principled Podcast, David Greenberg—LRN's former CEO and now special advisor—continues the conversation about board engagement with Jonathan Day, CEO of Tapestry Networks. Listen in as David and Jonathan discuss the current issues facing boards of directors and how they impact board oversight of corporate culture, ethics, and compliance.   Featured guest: Jonathan Day is an advisor and coach to chairs, CEOs, and heads of major government agencies. He has worked extensively with groups of senior leaders (boards, top executive teams, etc.) tackling difficult and potentially divisive questions, developing a global reputation for expertise in organization and governance, strategic problem solving, and complex team interventions. He has deep academic experience, including collaborations with top research professors, and is an expert at translating leading-edge theory into practical action programs that build institutions. “I have been exposed to a lot of different academic disciplines: psychology (clinical and cognitive), sociology/anthropology, theology and philosophy, economics and finance, engineering. The broad range has given me an eclectic set of mental tools.” Before Tapestry, Jonathan was a practice managing partner, EMEA, at Heidrick & Struggles, where he worked in leadership consulting and executive search in the CEO/Board and higher education practices. Prior to joining Heidrick & Struggles, he spent nearly two decades in leading management consulting firms, first as principal at McKinsey & Company from 1990 to 2004 and then as managing director at Monitor Group from 2004 to 2008. “I think the consulting process is much more like a therapeutic process than it is a science or engineering. It means someone is helping the clients, individuals, or groups confront the outside world.”  Jonathan has a MA in divinity from the University of Chicago, a BA and MA in psychology from Johns Hopkins University, and did PhD studies in cognitive psychology from Stanford University. Jonathan is married with three children. He speaks, reads, and writes French and enjoys chamber music, sailing, cookery, writing, and travel.   Featured Host:  David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies.  Mr. Greenberg's previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees --of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology.  He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center.  He also advises boards and executive teams on strategy, compliance, leadership and culture as a Special Advisor for LRN Corporation, and from 2008 through the end of 2016 was a member of LRN's Executive Committee. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee.  As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations.  He was also a principal architect of the company's very successful efforts to end the ‘tobacco wars' which threatened the company's very existence.  Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America.  He attended Williams College and has JD/MBA degrees from the University of Chicago.  Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.   Transcription:  Intro: Welcome to the Principled Podcast brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business, and compliance, transformative stories of leadership, and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers. David Greenberg: How are boards of directors, of major companies coping with the increasing expectations of so many stakeholders? How can directors help companies manage their way through myriad changes in the competitive environment, advances in technology, and new mandates from government and regulators? And how are boards able to oversee critical non-financial issues like corporate culture, ethics, cybersecurity, and ESG? Hello, and welcome to another episode of LRN' Principled Podcast. I'm your host, David Greenberg, LRN's former CEO and now special advisor. And today I'm joined by Jonathan Day, CEO of Tapestry Networks, which is at the center of many important discussions on boards of directors and the issues confronting them. Jonathan and I have been working together on a major initiative related to board oversight of corporate culture, corporate ethics, and corporate compliance. So I'm really looking forward to digging in on the subject of boards. Jonathan is a real expert in this space based on his leadership of Tapestry and past work with McKinsey, Heidrick & Struggles, and Monitor. Jonathan, thanks so much for coming on the Principled Podcast. Jonathan Day: Thanks, David. It's great to be here. David Greenberg: So Jonathan, first, tell our listeners about the core of what Tapestry Networks is about. Jonathan Day: Well, we're here to help the women and men who lead the world's most complex companies, do their work better and do their work with more confidence. And most of that involves working with non-executive directors whose roles have become really complex in the last few years. We do all of this through peer learning. So the leaders are learning from one another, rather than from professors, or consultants, or us. It's an unusual model, but it works. Now just to make this concrete, in 2020, we conducted about 130 meetings, most of them virtual, and we held around 500 very confidential director conversations individually, in small groups, in large groups. And these are directors of companies like JP Morgan, Walmart, Microsoft, BlackRock, GM, Apple, Facebook, Nestle, Zeeman's, SAP, large complex global companies. And all of this has given us a view of the anthropology of the modern boardroom. David Greenberg: Terrific. In that regard, Jonathan Tapestry and LRN just wrapped up a major study and summit meeting on board oversight of ethics, culture, and compliance. What to you are the major takeaways from this effort? Jonathan Day: Well, the study was a lot of fun. We talked to many directors, many chief ethics and compliance officers, and the companies involved had a combined capitalization of just under $5 trillion and they operate on six continents. What I think makes this study different is that you could say it offers the voice of the director. Even those chief ethics and compliance officers were also directors of other companies. So these are perspectives straight from the boardroom. And David, for me, there were three big findings. First, boards can see the critical importance of culture and they are taking responsibility for shaping it and for shaping compliance in their companies. This is not easy. Walmart, for example, has 2.3 million workers around the world. Their board has a total of 12 members, and yet their boards are taking on this challenge. Of course, they rely on the CEO and the top management to drive a lot of the work, but they themselves feel responsible and the world is holding them responsible when violations occur. That's the first finding. The second is that many directors don't feel that they're in a very good position to sort of re-culture or to give management practical guidance and moving it in the right direction. They get lots and lots of data, but they often struggle to filter out that clear signal from noisy data. One director said culture is harder. You know it when you see it. You can use surveys, but they're not as helpful as actually knowing people. And another director said, we need a more direct pipeline to the workforce and decision makers in the field. As a director, you need to have your ear to the ground. Well, that sounds great, but let's go back to Walmart. Those 2.3 million workers are in 10,500 stores in 24 countries. That's a lot of ground for 24 ears of those 12 directors to cover. Third, a big part of this comes down to trust. How can we get to a place where senior management feel very comfortable saying in a board meeting, we have a bad culture or an ethics problem in this part of the company. And here's what we're doing to fix it. There are a lot of incentives for that executive to say everything is just fine. One director in fact said that when she sees a drop in the number of speak up calls, she worries that there's a problem. And equally when management does bring problems forward, does the board say, okay, we're going to work with you to put this right, or is bad news really unwelcomed in the boardroom. David Greenberg: Jonathan, let's step back a bit from that. You and colleagues at Tapestry are in dialogue almost every day with dozens and dozens of board members. What are some of the most pressing issues they want to talk about today? Jonathan Day: Well, ethics and culture are very high on that list. For example, how to tie compensation to culture, ethics, and compliance. You can do this for safety, deaths on the job leading to bonus cuts or cancellations, but it's not so easy to financially reward executives for creating positive trust filled cultures. You could do this, but it's a subjective judgment and making that judgment requires not only wisdom, but immersion in the culture. A lot of time, maybe a lot of travel. Not so easy these days. Boards are also intensely worried about how they are overseeing cybersecurity, mostly because pretty much every company has become digital, maintaining privacy and security for the millions of customers that a large enterprise can have. This can be a multi-billion dollar task. As airplane controls become entirely digital, as cars become more and more autonomous, as power grids are digitally controlled, lives could be at stake. And yet directors of some of the most digitally sophisticated companies in the world tell us, we may be doing a good job in our oversight of digital risk, but we may not. We have no easy way even to tell how well we're doing. Cybersecurity is also a function of culture and trust. Are employees comfortable coming forward to talk about a weakness that they've come across? Do employees trust company policies on cyber and not seek work arounds? So cybersecurity, a big concern for directors. And finally, David, you mentioned ESG and this exploding call for companies to deliver financial profitability and great performance on the environmental, social, and governance agenda. Well, this has board members awake at night and working hard. Providing reliable data on financial performance isn't easy, but they know how to do that. They've been practicing it for decades. Providing reliable data on past environmental impact like carbon emissions, that's a lot harder and the standards for doing that are in flux all around the world. But providing trustworthy of how the company is going to transition to zero emissions over the next 20 to 30 years, that's really hard. And I'll just note that every one of these challenges that I mentioned, ethics, cybersecurity, and ESG requires a strong culture, requires trust. Culture is at the root of every one of these challenges. David Greenberg: So Jonathan, you've outlined some of the things that are on the minds of board members. What do you think are some of the hardest parts of the job of being a director these days? Jonathan Day: So one is this idea that the board can be, as they say, noses and fingers out. Well, if that was ever true, it's dead today. Boards have got to engage very intensely in some cases. And they've got to look for the areas where they're not engaging intensely, but should be. Sometimes you'll even see the word intrusive engagement or intrusive oversight. And yet if the board gets too intrusive, senior management is going to feel maybe correctly that the board doesn't trust them. And they'll start pushing every decision up to the board or they'll act out in some other way. And that's not good. Trust inside the board is also critical. Are board members having the tough conversations they need to have with one another. Second, trust is hard to maintain on the outside. Board members are under intense scrutiny these days. Rating agencies and proxy advisors maintain scorecards on every individual director recommending to institutional investors, whether to vote them in for another year or kick them out. And institutional investors are very open that they're willing to vote out directors who are not working in the ways that they think they should. Once upon a time, a director's job was almost entirely private, not really subject to intense scrutiny, no longer. A compensation committee members said the Wall Street Journal knows the conclusion of our meetings even before we get a copy of the minutes. Society expects that transparency and society has ways of getting it and society reacts to what it learns. Consumers vote with their pocket books, talent moves to companies that have purposes beyond profit. And I would say a board member who isn't ready for that intense public exposure is going to have a rough time. David Greenberg: Yeah. So that leads to the question from your point of view, is the modern board up to the task of these multiple challenges or maybe better said more positively, what capabilities and experiences are boards most in need of today? Jonathan Day: Well, David, the women and men who serve on these boards have my intense admiration. They work very hard. I think in many cases they're not paid enough and they bare more and more risks almost by the week, but they are struggling to balance a massive set of responsibilities against the limits of a group of part-time directors who meet maybe six times a year. That's not much. What I'm about to say is a personal view, but I think we will see more examples of full-time or near full-time board service, non-executive service. The governance pundits in the US talk about the value of separating the chair's role from the CEOs. And they point to countries like the UK, where this is done. Well great, but some of those public company, non-executive chairs in the UK are paid well into seven figures and they work full time often with staff to support them.                In the financial sector, especially there are audit chairs who are full-time, not even board chairs, but audit chairs are nearly full-time and paid accordingly. So time I think, is the first of the capabilities. I think another capability is a connection with younger employees and customers. In one of our networks, the average age of directors is well into the 70s. Now I've never met a collectively wiser group. They're truly amazing, but in many cases, their customers could be their great grandchildren.                And so there's a point of connection there that's hard to forge. Boards are working very hard to increase their own diversity, but there's still a long way to go. And the digital universe that's driving many of these companies is evolving so quickly that it's tough for many directors to know even where to begin as they master it. I'm going to add one capability that is just over the horizon, but it's approaching fast. Most of us learned corporate finance based on concepts of the capital markets that took form starting roughly in 1960 and concepts based on assumptions, for example, that all equity shareholders have identical preferences, but most of those assumptions no longer hold. We're driving around a city based on a map that doesn't reflect most of the huge changes made in the last 50 years. And sometimes we're wondering why we're getting lost. And so I think boards need to catch up on these changes as well. David Greenberg: I think it would be interesting, Jonathan, for you to talk a little bit about why you say all equity shareholders don't have identical preferences anymore. In other words, I think what you're saying is the theory was all equity shareholders care about the same thing, which is the growth and the value of their shares. Jonathan Day: Well, I could drone on about this for much time than we have, but let me give just two examples. When is the time horizon? You have shareholders, if you want to call them shareholders that are really algorithms that are trading in and out of companies, not in hours or minutes, but in fractions of seconds. So they have very, very short term time horizons and traders that are seeking a short-term volatility in the companies.                And then on the other hand, you have the big index funds and their managers sometimes describe themselves as almost shareholders in perpetuity. So the time horizons for shareholding are all over the map. The second is the simple assumption that what everybody wants is measurable economic value profits, but over and above the risk adjusted cost of capital. It just not the case any longer. You have very sophisticated investment managers that are saying we are prepared to trade some profitability for higher performance on climate, or social goals, or better governance. We talked about ESG. So the simple assumption that all investors have the same preferences are no longer a fact. Those are just two examples, but there are others that we could provide. David Greenberg: So one of the consequences of what you're saying really reflects the mushrooming expectations on companies today. They seem to be growing by the day. How do you make sense of that? And what are you hearing about that from directors? Jonathan Day :   Well, yeah, the expectations are definitely there and there's even this idea out there that governments have become incapable of taking action and making changes and that companies should do it all. And you get this idea both from the left and from the right that companies should solve all the problems of healthcare, and climate change, and inequality. And I would say that no company, no matter how clever, or large, or powerful can set social policy for the world. Jeff Bezos and Elon Musk may have spaceships, but I really don't think we want them to be controlling nuclear missiles or tanks. So I think companies need to find ways to work more effectively with governments and with regulators so that each can play its part. The biggest companies really are playing multi-national roles and they have to think about issues like diplomacy and statecraft, and yet they can't step in and displace the governments that ultimately have responsibility for that. So all of this I think is going to require a lot more work on the part of boards. And a lot of that comes right back to culture, and ethics, and trust. Can't get away from that. It keeps coming back into the conversation. David Greenberg: Jonathan, clearly this is a conversation we could be having all day, but we're out of time for now. Jonathan Day of Tapestry Networks, thank you for joining me on this episode. My name is David Greenberg, and I want to thank you all for listening to the Principled Podcast by LRN. Outro:   We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN. At LRN, our mission is to inspire principal performance in global organizations, by helping them foster winning ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcasts on Apple Podcasts, Stitcher, Google Podcasts, or wherever you listen. And don't forget to leave us a review.  

Endo Pharmaceuticals and its attorneys at Arnold & Porter are facing accusations of serious discovery misconduct during opioid litigation across the country, threatening the company with huge liability and the lawyers with reputational damage. On this week's show, we break down the growing debacle, plus: Cancer patients accuse J&J of planning an untested “Texas Two Step” to avoid huge liability over baby powder; Twitter pays more than $800 million to settle claims that it lied about user engagement; and the Pro Say hosts ugly cry on air as Bill says goodbye in his final episode.

Whistleblower tips are streaming into the SEC, so it's critically important for companies to develop effective parallel internal reporting systems. Jane Norberg, a partner at Arnold & Porter who previously served as the Chief of the SEC's Whistleblower Office, chats with Chris and Kurt about the state of the SEC's whistleblower program and how companies should encourage, triage and investigate whistleblower tips. Link to podcast page on PLI.edu  

Disputes Digest Research Note (July 16  to July 23) Follow us on LinkedIn: https://www.linkedin.com/company/40833847/admin/ Check out or new website: TalesOfTheTribunal.com For Feedback, comments or submissions contact TalesOfTheTribunal@Gmail.com News: Tribunal Secretary Case, Here Browsewrap Arbitration Agreements, Here Vacated Arbitral Award in SDNY, Here Arbitra Announcement, Here Opportunities: From there, lets talk about opportunities, and this week we start with: - The London Court of International of Arbitration offers a relaunch of its Internship Program for its October to December period. You'll need to act quickly as applications are accepted until Sunday, July 25, 2021.  The internship is 3 months long and will give a look into the LCIA operations and working procedures. Here. - Then from multi-national law firm, Reed Smith LLP seeks an Investigations/White Collar Crime and Regulatory Associate to join its Singapore offices. Here. - And then, also in Singapore, Pinsent Masons seeks a Construction Advisory & Disputes Lawyer or Associate wiht at least 3 years of experience to be based in Singapore. Here. - Then over to the US where lawfirm Arnold & Porter seeks a Litigation Associate with at least 3 years of experience to join its Houston, Texas offices. Here. - Finally for the week, law firm Mischon de Reya LLP seeks a Managing Associate for its Commercial Litigation team based in its London offices. Here. Events: Arbitration Idol Link ICC YAF Event, Here HKIAC Event, Here Maxwell Conversations Event, Here   None of the views shared today or any episode of Disputes Digest is presented as legal advice nor advice of any kind.  No compensation was provided to any organization or party for their inclusion on the show nor do any of the statements made represent any particular organization, legal position or view point.  All interviewees or organizations included appear on an arms-length basis and their appearance should not be construed as any bias or preferred affiliation with the host or host's employer.  All rights reserved.

In a new podcast, available on the Thomson Reuters Institute Market Insights channel, Natalie Runyon, director of enterprise content on talent and inclusion topics for the Thomson Reuters Institute, speaks with Brenda Carr, Chief Diversity & Inclusion Officer at the law firm Arnold & Porter, and Jennifer Chen, Director of the ACCF about what insights stood out from recent research on how the pandemic, the movement for racial justice, and other seismic events over the last 18 months impacted the careers of lawyers from under-represented backgrounds.

The U.S. Supreme Court recently signaled a retreat from deference to agency guidance in Kisor v. Wilkie, in which the Court narrowed judicial deference available to agencies construing their own ambiguous regulations. But what about judicial deference to the U.S. Sentencing Commission, the agency housed in “within the Judicial Branch,” and which Justice Scalia derided as a “junior varsity Congress,” making policy choices that should be committed to the legislature? In Stinson v. United States, the Supreme Court held that courts should defer to the commentary the Sentencing Commission issued construing their formally adopted Sentencing Guidelines, unless they are “inconsistent with, or a plainly erroneous reading of,” the relevant Guideline. The Stinson Court required such deference even if the Commission's interpretation “may not be compelled by the guideline text.” On June 17, the Supreme Court's conference is slated to include discussion on a series of cases percolating up from the courts of appeals that all raise similar challenges to the use of Stinson deference in deciding criminal defendants' sentences. The Court seems poised to grant certiorari to one or more of these cases challenging deference in order to resolve a broad and deep split among the circuits that reflects inconsistencies in sentencing nationwide. Or, at least, it would explain why the court has been holding some of these cert petitions for over six months in order to consider all of them together—perhaps in order to select the best vehicle from among the slew of petitions clamoring for the Court's consideration. Here to discuss the pending Stinson deference cert petitions is appellate attorney John Elwood, a partner at Arnold & Porter who is better known in some circles as the relist guru on SCOTUSblog. John filed a petition for certiorari on behalf of Zimmian Tabb in a case out of the Second Circuit—one of the first Stinson deference cases to reach the Supreme Court last fall. John will explain what's at stake in the reconsideration of Stinson deference, including the following questions: Do constitutional due process and the rule of lenity preclude Stinson deference when commentary to a Sentencing Guideline would increase a sentence? Do courts owe deference to Guidelines commentary that appears to expand the scope of the Sentencing Guidelines? Post-Kisor, may courts defer to commentary without first determining whether the pertinent Guideline is ambiguous? Post-Kisor, must courts apply canons of construction like the rule of lenity before granting the agency deference? And, practically speaking, what might the Supreme Court be looking for to select the best vehicle for reconsideration of Stinson deference from among the pending cert petitions? Moderating the discussion will be New Civil Liberties Alliance Executive Director and General Counsel, Mark Chenoweth. NCLA authored another of the cert petitions pending before this week's conference at the Court on behalf of a defendant in the Eighth Circuit, Marcus Broadway. Featuring:-- John P. Elwood, Partner, Arnold & Porter -- Moderator: Mark Chenoweth, Executive Director and General Counsel, New Civil Liberties Alliance

The Federalist Society hosts Prof. Beth Van Schaack and Mr. John Bellinger for a discussion about the current treatment of Turkic Muslim civilians by the People's Republic of China ("PRC"), under a policy that the PRC describes as a counter-terrorism campaign but that others have described as a genocide. Prof. Van Schaack is the Acting Director of the International Human Rights Clinic at Stanford Law School, and previously served as the Deputy to the Ambassador-at-Large for War Crimes Issues in the Office of Global Criminal Justice of the U.S. Department of State. Mr. Bellinger is a partner at Arnold & Porter, and previously served as Legal Adviser to the Department of State, as Senior Associate Counsel to the President, and as Legal Adviser to the National Security Council.Featuring: -- John B. Bellinger, III, Partner, Arnold & Porter-- Prof. Beth Van Schaack, Leah Kaplan Visiting Professor in Human Rights, Stanford Law School

“I want parents to feel empowered. I want them to feel appreciated and know that they're not alone. I learned that from my dad at a very young age. So helping people and being of service, it's quite natural and it feels good to me,” says Pamela K. Daves, Esq. She is a special education lawyer who focuses on improving the lives of children with disabilities. Over the years, Pamela has successfully represented several hundred families. Her record on cases heard before an Administrative Law Judge is undefeated.  Pamela has a B.S. in Business Administration from the University of California, Berkeley and graduated cum laude from the Howard University School of Law where she earned her Juris Doctorate Degree. She's been practicing law for more than 25 years. In 2004, Pamela joined ADAMS ESQ, a special education law firm that represents children with learning challenges. Pamela was the Managing Attorney for the LA office, then 15 years ago started her own law practice and continued representing parents of children with exceptional needs in an effort to provide high quality legal representation to underserved communities. Before leaping into special education law, Pamela was a Litigation Associate with two distinguished law firms: Patterson, Belknap, Webb & Tyler LLP in New York City, and Arnold & Porter, Kaye, Scholer in Los Angeles. Then she took a much needed break. Pamela shares her journey to an extremely fulfilling career, beginning in childhood and the motivations that guided her choices. Join us for this inspirational and personal episode.

We are joined by Arnold & Porter's Kirk Jenkins on This Week in Legal Blogging. He sits down with Bob Ambrogi to talk about how he manages multiple blogs and what they've done for his career. 

This special episode is the audio of a program that ran during the ABA Antitrust Section’s popular Virtual Spring Meeting April 20-May 1, 2020 – enjoy! You won’t want to miss this annual session where you will hear directly from the Federal Trade Commission Directors of the Bureau of Competition, Bureau of Consumer Protection, and Bureau of Economics about the latest in antitrust and consumer protection enforcement and policy initiatives. SESSION CHAIR Shylah R. ALFONSO, Perkins Coie LLP, Seattle, WA MODERATOR Jonathan I. GLEKLEN, Arnold & Porter, Washington, DC SPEAKERS Ian R. CONNER, Director, Bureau of Competition, Federal Trade Commission, Washington, DC Andrew SMITH, Director, Bureau of Consumer Protection, Federal Trade Commission, Washington, DC Andrew SWEETING, Director, Bureau of Economics, Federal Trade Commission, Washington, DC

The U.S. Treasury has been legally robbed! In this episode, discover the secret provisions in the multi-trillion dollar CARES Act that no one is talking about (like the new process for over the counter drug approvals) and discover the reasons behind problems that everyone is talking about (like why Mom & Pops can't get a small business loan approved but Fogo de Chao can.) The good news is that the problems are so obvious that they are easily fixed... If Congress ever comes back from vacation.  Please Support Congressional Dish – Quick Links Click here to contribute monthly or a lump sum via PayPal Click here to support Congressional Dish for each episode via Patreon Send Zelle payments to: Donation@congressionaldish.com Send Venmo payments to: @Jennifer-Briney Send Cash App payments to: $CongressionalDish or Donation@congressionaldish.com Use your bank’s online bill pay function to mail contributions to: 5753 Hwy 85 North, Number 4576, Crestview, FL 32536 Please make checks payable to Congressional Dish Thank you for supporting truly independent media! Recommended Congressional Dish Episodes CD160: Equifax Breach CD199: Surprise Medical Bills CD201: WTF is the Federal Reserve? CD212: The COVID-19 Response Laws Bills H.R.748 - CARES Act Text: H.R.748 - CARES Act Roll Call: H.R.748 - CARES Act House passed by voice vote at 1:25pm on March 27th Transcript: House debate Tom Massie demanded a recorded vote but an insufficient number of members supported him and the demand for a recorded vote was refused Signed by Trump on March 27 CARES Act Outline DIVISION A - Keeping Workers Paid and Employed, Health Care System Enhancements, and Economic Stabilization TITLE I - Keeping American Workers Paid and Employed Act Sec. 1102: "Paycheck Protection Program" (Small Business Loans) The Federal Government will guarantee 100% of the loans made under this authority between February 15, 2020 and June 30, 2020. The loans are allowed to be used by businesses to pay for their employees salaries, tips, sick and vacation time, health care, retirement benefits, and state and local taxes. Sole proprietors and independent contractors are eligible. All payments are capped at a salary rate of $100,000/yr per individual. Payments are not eligible for employees who live outside the United States, even if they are US citizens. A “small business” is defined as a business with fewer than 500 employees per physical location. Usually, franchises in a large corporate chain would be except from receiving these loans, but that exemption is waived. Nonprofits and veterans organizations are eligible as well. The maximum loan amount is $10 million. No personal guarantee or collateral can be required to get the loans between February 15, 2020 and June 30, 2020. There are no penalties allowed for prepayment of the loans. The Federal government will collect no administration fees. Interest rates are capped at 4% Fees for banks: The government will pay the bankers processing fees of 5% for loans under $350,000, 3% for loans between $350,000 and $2 million, and 1% of loans over $2 million. Loan payments must be allowed to be deferred - so no required payments of principal, interest, or fees - for at least 6 months and up to one year. The loans are allowed to be sold on the secondary market, but if the investor doesn’t want to abide by the deferment requirements, the government can buy the loan. Banks are going to be exempted from some disclosure requirements for these loans. The law authorizes $349 billion for this program. Sec. 1106: The loans from Section 1102 are eligible for forgiveness - as in you don’t have to pay them back - if the loan money was used for payroll costs, interest-only on mortgage payments (it specifically excludes payments towards the principal on a mortgage loan), rent payments, and/or utility payments. The government will pay the bankers for amount of the loan forgiven plus interest, capped at the amount of the principal on the loan. The amount of loan forgiveness will be reduced if the business employees fewer people during the COVID-19 crisis than they did before. The amount of forgiveness will be reduced by the amount of salary that employees who make less than $100,000/yr have their pay reduced beyond a 25% cut. Businesses can get loan forgiveness for extra money given to tipped employees. Businesses who re-hire their employees or re-instate employees salary to their pre-crisis level by June 30, 2020 will be eligible to have their loans forgiven. The banks will decide who will have their loans forgiven and banks are prohibited from being punished if the documentation submitted to them is wrong until June 30, 2020. Sec. 1110: From January 31, 2020 through December 31, 2020, businesses with fewer than 500 employees, sole proprietorships, and independent contractors can request a $10,000 advance to pay for employee sick leave, payroll, increased costs for materials, rent, or mortgage payments. The business can be approved using a credit score or self certification of the ability to repay. The advance can be up to $10,000 and must be paid within 3 days. If the applicant is approved for a loan, the advance will be reduced from the loan forgiveness amount. If the applicant isn’t approved, the advance doesn’t have to be repaid. $10 billion is appropriated for the advances. Sec. 1112: The government will pay the principal, interest, and fees for six months on some existing loans that are guaranteed by the government by the Small Business Act. $17 billion is appropriated for these payments. Sec. 1113: Until March 27, 2021, small businesses that want to declare bankruptcy and reorganize under Chapter 11 must have debts under $7.5 million instead of $2,725,625 as is usually the case, which increases the number of small businesses that will be eligible. TITLE II - Assistance for American Workers, Families, and Businesses SUBTITLE A: Unemployment Insurance Provisions Sec. 2102: Pandemic Unemployment Assistance Who qualifies: People who would qualify under existing State laws People who self-certify that are able to work except that the person has been diagnosed with COVID-19, someone in their home has been diagnosed with COVID-19, they are caring for someone with COVID-19, has a child whose daycare or school is closed due to COVID-19, can’t get to work because of a COVID-19 quarantine, their work is closed due to COVID-19, or they are self employed. People who do not qualify are people who have the ability to telework with pay or people who are receiving paid sick leave or other paid leave benefits Effective period: Beginning on or after January 27, 2020 and ending on or before December 31, 2020 Limits: No one can get unemployment benefits for more than 39 weeks, but this can be extended by the Secretary of Labor if needed Sec. 2104: Unemployment Amounts: It’s the amount determined by your state’s unemployment law plus $600 per week if the state chooses to enter into an agreement with the Secretary of Labor. The Federal government will pay for 100% of the costs of the extra unemployment payments and the administration costs. It’s an unlimited appropriation and it’s valid until July 31, 2020. SUBTITLE B: Rebates and Other Individual Provisions Sec. 2201: Issues a means tested “advanced refund" of $1,200 per adult and $500 per child. You only get the full amount as an adult if you make $75,000 per adult or less. People who make more than $75,000 per adult will have their check amount reduced based on their income up to about $100,000. People who make more than that will get nothing. The payment will be delivered via direct deposit to anyone who has authorized the IRS to do so since January 1, 2018 while everyone else will have to wait for checks. If we accidentally get overpaid, the IRS can’t charge us interest on that payment. The payments will be made for the 2019 tax year if you have already done your taxes for last year. If you haven’t, it’ll be based on 2018. They will send a notification in the mail to us about our payments to our last known address, which will tell us the amount and if it’s going to be delivered via direct deposit or by check. Sec. 2202: Waives rules that penalize removing money from your retirement accounts if you take the money out between January 1, 2020 and December 31, 2020.. You can take out up $100,000 in “coronavirus-related distributions”. You are allowed to pay it back in full for 3 years starting on the day you took the money out. To qualify, you have to self certify that you are someone who had COVID-19, is caring for a spouse or dependent who had COVID-19, or someone who was financially screwed in some way due to being quarantined, having work hours reduced, or having to care for a child. Sec. 2203: Waives the requirements that people over the age of 72, or their dependents who inherited their retirement accounts, to withdraw some money from the retirement accounts every year. The waiver is valid even for people who were not adversely affected by COVID-19. Sec. 2204: Allows people - even those that don’t itemize their deductions - to deduct $300 in donations in 2020 for cash payments given to charities, a government organization, educational organizations, veterans organizations… There’s a long list. Applies to taxable years starting with 2020. Sec. 2205: For people who do itemize their deductions, the current limit of cash contributions than can be written off (which is a maximum of 60% of the taxpayer’s tax bill for the year) is suspended. You can deduct up to your entire tax bill, although maybe even more because carry-overs are allowed. For corporations, the usual limit of cash contributions that can be written off (10% of the corporation’s income) is increased to 25% of the corporation’s income. The corporate limit increase is valid only in 2020. Sec. 2206: Allows employers to pay for some of an employee’s student loan - principal and/or interest - tax free if the payment is made by January 1, 2021. SUBTITLE C - Business provisions Sec. 2301: Employers with more than 100 employees will be able to get a tax credit for half of the wages they pay to their employee’s who can’t work, with a limit of $10,000 per employee per quarter. Employer with fewer than 100 employees can get the tax credit for all their employees. Employers who qualify are ones that had to close due to COVID-19 or whose gross receipts are less than 50% of what they were the same quarter last year. Employers who take out the small business loans created by this law can’t get this credit too. They will lose this tax credit in the quarter after their gross receipts are more than 80% of what they were in same quarter the prior year. This is predicted to save companies $54.6 billion. Sec. 2302: Allows employers to defer payroll taxes, with half the amount required to be paid by December 31, 2021 and the other half due by December 31, 2022. Businesses that have had loans forgiven using the provisions in this law are not eligible. Sec. 2303: The IRS code has, for many years, allowed business losses to be carried over to following years, so that the companies tax liability will be lower in the years to come. This law changes that so business losses from 2018, 2019, 2020, and 2021 can be carried backwards to each of the five years before the loss while also allowing the existing option to carry the losses forward too. The law also removes the limit that said that this couldn’t be done to offset more than 80% of taxable income for 2018, 2019, or 2020, which means this can be used to zero out their taxable income for years since 2013. This means that companies will be able to get refunds on taxes they paid on taxes going as far back as 2013. In those years, corporate tax rates were higher, so reducing their income levels retroactively lets them get more money back from those higher tax years. There’s no requirement that the businesses that get this tax gift be in any way negatively affected by COVID-19. This is estimated to provide $25.5 billion to corporations Sec. 2304: Prior to the 2017 tax cut law, individual taxpayers could deduct unlimited business losses against other kinds of income. The 2017 tax law changed that so that losses could only be used to shelter the first $250,000 or $500,000 of a married couple’s nonbusiness income, such as capital gains from stock market investments. This law retroactively removes new limits imposed by the 2017 tax law going back to 2018 and until 2021. This will allow individuals to submit amended returns and get refunds that weren’t allowed in 2018 and 2019. In reality, this will allow wealthy investors to use losses generated by depreciation in real estate to minimize their taxes on profits from things like investments in the stock market. No harm from COVID-19 needs to be proven in order to use and benefit from this provision. This is the second largest tax giveaway in this law. This is projected to cost almost $170 billion. Sec. 2305: Allows corporations expecting a refund due to the repeal of the alternative minimum tax in 2017 to get that refund faster. Sec. 2306: Increases the amount corporations can deduct on the interest expenses it pays on its loans from 30% of the company’s “adjusted taxable income” to 50%. Companies can do this regardless of any affect COVID-19 had on their business. This is projected to cost $13.4 billion. Sec. 2307: A tax credit for real estate owners, this changes a provision in the 2017 tax law to allow real estate owners to write off the costs of improvements to the interiors of their properties in the first year instead of spreading them out over many years. This is backdated to the enactment of the tax law, which will allow real estate owners to get tax refunds. Sec. 2308: Waives the federal excise tax on any alcohol used in hand sanitizer for calendar year 2020. TITLE III - Supporting America’s Health Care System in the Fight Against the Coronavirus Part 1 - Addressing Supply Shortages Subpart A - Medical Product Supplies Sec. 3101: Orders a report from the National Academies of Sciences, Engineering, and Medicine on the security of the United States medical product supply chain, specifically by evaluating the dependance of the United States and our private sector on critical drugs and devices sources or manufactured outside of the United States. Sec. 3103: Manufacturers of certain types of masks and ventilators are granted immunity from lawsuits during public health emergencies. Subpart B - Mitigating Emergency Drug Shortages Sec. 3112: Requires the manufacturers of drugs critical to the public health to report interruptions to the supply of the drug when the cause of the interruption is an interruption in the supply of the active pharmaceutical ingredient. They must also create and implement risk management plans. Is not effective until mid-September 2020. Subpart C - Preventing Medical Device Shortages Sec. 3121: Requires manufacturers of medical devices that are critical to public health to report to the government during or in advance of a public health emergency any interruptions in the manufacture of the devices that could lead to a meaningful disruption in the supply of that device in the United States. Unless it’s not possible, the government must get this notification at least 6 months prior to the date that the interruption or discontinuance is expected. The government must then distribute the information to appropriate health care industry officials. The government can keep the information from the public if disclosing it increases the likelihood of over-purchase of the product. Part II - Access to Health Care For COVID-19 Patients Subpart A - Coverage of Testing and Preventive Services Sec. 3201: Amends the Families First Coronavirus Response Act (the 2nd COVID-19 Response Law) so that coverage is only for COVID-19 tests that are “approved, cleared, or authorized” or that the developer has requested or intends to request emergency use authorization, is developed in and authorized by a State, or another test that HHS determines appropriate in writing. This provision did not change the language (loophole) that requires visits be covered only if they “result in the ordering or administration of a COVID-19 test.” Sec. 3202: Health care providers must publish on a public internet website the prices for COVID-19 testing. If health insurers have a negotiated rate with a providers, they are allowed to pay that rate if it is lower than the published rate. If there is no negotiated rate, the insurance companies must pay the amount listed on their public website. Sec. 3203: The health insurance companies “shall” be required to cover, without cost sharing, “any qualifying coronavirus preventive service” (which is “a service or immunization that is intended to prevent or mitigate coronavirus disease 2019) within 15 days of it’s official recommendation by the United States Preventive Services Task Force or the Advisory Committee on Immunization Practices of the Centers for Disease Control and Prevention. Subpart B - Support for Health Care Providers Sec. 3211: Provides $1.32 billion in extra funding for community health centers that are testing for COVID-19 Sec. 3215: Gives legal immunity in State and Federal courts to medical professionals who volunteer and provide services during the COVID-19 public health emergency declared on January 31, 2020, but the immunity is only valid for actions that took place after March 27th (the date of enactment). The immunity is not valid if the health care professional acted with willful or gross negligence or if the health professional was intoxicated by drugs or alcohol. Subpart C - Miscellaneous Provisions Sec. 3222: Elderly people who are homebound due to social distancing requirements during the COVID-19 emergency will be able to get government food deliveries as if they were homebound due to illness, as the law usually requires. Part III - Innovation Sec. 3301: Allows contracts created by BARDA (the Biomedical Advanced Research and Development Authority) during a public health emergency to continue past the end date of the public health emergency. Sec. 3302: Requires - no option - the Secretary of Health and Human Services to expedite the development and review of new animal drugs if preliminary clinical evidence indicates that the new drug might prevent or treat an animal disease that could cause serious or life-threatening diseases in humans, if the expedited process is requested by the organization creating the animal drug. Part IV - Health Care Workforce Sec. 3401: Appropriates $23.7 million per year through 2025 for grants to health professions schools and other public and nonprofit health or educational organizations, but with most of the grants being funded at significantly lower rates than they were during the Obama years. For example, for loan repayments and fellowships, they provided $5 million/yr during 2010-2014; that’s decreased to $1.2 million for 2021-2025. For educational assistance for people from disadvantaged backgrounds, they provided $60 million/yr during 2010-2014; that’s decreased to $15 million for 2021-2025. For grants to public and nonprofit private hospitals and medical schools, they provided $125 million/yr during 2010-2014; that’s decreased to under $49 million for 2021-2025. For health education center programs, they provided $125 million/yr during 2010-2014; that’s decreased to under $41.2 million for 2021-2025. For public health training centers, they provided at least $43 million/yr for 2012-2015; that’s decreased to $17 million for 2021-2025. The only category that gets significantly greater funding is a pediatric specialty loan repayment program that requires the student to work for at least 2 years in pediatric medicine to get the money. The funding level was $50 million/yr from 2010-2013, the funding is authorized to be unlimited from 2021 through 2025. All of these are authorizations for appropriations, they don’t provide any additional money. Sec. 3403: Requires grants and contracts be awarded for a Geriatrics Workforce Enhancement Program, that would train health professionals in geriatrics. The law authorizes about $40 million, but doesn’t appropriate it. This is a problem because Congress frequently will authorize programs they have no intention of funding, and without the funding, they don’t really exist. Sec. 3404: Authorizes appropriations, but does not appropriate, for nursing eduction programs about $138 million/yr for fiscal years 2021 through 2025, which is a decrease from the funding of $338 million that was valid from 2011-2016. Also authorizes, but does not appropriate, $117 million/yr from 2021-2015 for nursing student loans. Subtitle B - Education Provisions Sec. 3503: Through 2021, the requirement that all colleges match Federal funding for student work-study programs) is waived except for private for-profit organizations. Sec. 3504: Colleges will be allowed to use some of their federal Supplemental Educational Opportunity Grant money for students facing “unexpected expenses and unmet financial need”. The student can be given up to the maximum Federal Pell Grant for that year (which is currently $6,345). Sec. 3505: Allows colleges to pay student their work-study wages up to the full amount they would have been paid had there not been an emergency. They can make the payments in one-time grants or as multiple payments. Sec. 3506: The semester that students with loans couldn’t finish because of COVID-19 will not be counted towards their lifetime limits on subsidized loan eligibility. Sec. 3507: The semester that students with loans couldn’t finish because of COVID-19 will not be counted towards their lifetime limits on Pell Grant eligibility. Sec. 3508: Colleges, including for-profit colleges, that have students with loans withdraw from their schools due to COVID-19 will not have to repay the money they received from that student. The students will not have to return the money either and their loan obligation will be cancelled. The schools are allowed to let the student return after a leave of absence. Sec. 3511: Gives the Secretary of Education the option, at the request of a State, local, or tribal government, to waive statutory and regulatory requirements except for civli rights laws. The waivers may also be granted to charter schools. The waivers will not be valid past the 2019-2020 school year. Sec. 3512: During the COVID-19 emergency, the Secretary of Education can make payments - including on principal and interest - on loans issued to historically black colleges and universities through the HBCU Capital Financing Loan program, but the payments will have to be repaid to the Department of Education no sooner than one year after the COVID-19 emergency ends. The law appropriates $62 million. Sec. 3513: The Secretary of Education is required to suspend all payments due for student loans until September 30, 2020. Interest is not allowed to accrue during the suspension time. Each month during the suspicion must be treated as if the payments were made for the purpose of loan forgiveness programs. During the suspension period, student loan collections actions including wage garnishment and tax refund reductions must stop. People with student loans are allowed to keep making payments towards their principal. Sec. 3518: Allows the Secretary of Education to change the requirements, including matching requirements, for grant money given to colleges for the year of the emergency and the following fiscal year. Sec. 3519: Allows the Secretary of Education to excuse teachers from obligations they made to receive grants. The Secretary of Education is required to waive requirements that teaching service be consecutive for loan forgiveness as long as the teach completes a total of 5 years of required teaching service. Subtitle C - Labor Provisions Sec. 3606: Allows employers who will get a credit for the sick and family leave they are providing their employees to get that credit in advance. Sec. 3608: Required payments to employee pension plans can be postponed until January 1, 2021, but they must be paid with interest. Sec. 3610: Allows any government agency to change their contracts to allow the government to pay for up to 40 hours per week of paid leave that a contractor provides to its employees until September 30, 2020. This only applies to contractors who can’t work because the facilities where they work are closed and who can’t do their work remotely. Subtitle D - Finance Committee Sec. 3701: High deductible health insurance plans that do not include deductibles for telehealth services will still be considered high deductible plans. Sec. 3702: Starting on January 1, 2020, menstrual care products are considered medical products, which allows people to purchase them with Health Savings Accounts. Sec. 3703: Allows people on Medicare to be covered for telehealth visits to doctors they have not seen before. Sec. 3705: During the COVID-19 emergency, dialysis patients who receive their treatments at home do not need to meet face to face with their doctors, which allows the visit to be conducted via telehealth. Sec. 3706: The Secretary of Health and Human Services can allow hospice physicians or nurse practitioners to conduct patient visits via telehealth during the COVID-19 emergency Sec. 3709: Stops the 2% Medicare sequestration from May 1, 2020 through December 31, 2020, but extends sequestration for an extra year (to 2030 instead of 2029) Sec. 3710: Medicare will pay an extra 20% for people diagnosed with COVID-19, using “diagnosis codes, condition codes, or other such means as may be necessary” during the emergency period declared by the Secretary of Health and Human Services. Sec. 3713: Beginning on the day that a COVID-19 vaccine is licensed, Medicare will not charge a deductible for the the vaccine or its administration. Sec. 3714: Allows people on Medicare to get 90 day supplies of their drugs in a single refill for the during of the COVID-19 emergency declared by the HHS Secretary. Sec. 3719: During the emergency period, the Secretary of HHS can loan hospitals an advance of up to 6 months of Medicare payments. The payments can be made periodically or in a lump sum for up to 100% of the their usual payments, 125% for critical access hospitals. Hospitals will have to be given 120 days before any payments are decreased to offset the loans and must be given at least 1 year from the date of their first loan receipt to pay back the balance in full. Subtitle E: Health and Human Services Extenders Part I - Medicare Provisions Sec. 3803: Restores the funding levels of recently gutted low income programs. $13 billion to state health insurance programs, $7.5 billion to area agencies on aging, and $5 billion for aging and disability resources centers, and $12 billion for the National Center for Benefits and Outreach Enrollment. Part II - Medicaid Provisions Sec. 3813: Delays $4 billion in payment cuts to hospitals written into the Affordable Care Act which were supposed to begin in 2014. Hospitals were expected to be treating fewer uninsured individuals when the cuts were written into law. Part III - Human Services and Other Health Programs Sec. 3821: Extends the “Sexual Risk Avoidance Education Program” (abstinence eduction) from its scheduled end of May 22, 2020 to November 30, 2020. The program gives grants to states that agree to promote abstinence-only sex ed. Requirements and funding levels Sec. 3822: Extends the “Personal Responsibility Education Program” from its scheduled end of May 22, 2020 to November 30, 2020. Requirements and funding Part IV - Public Health Provisions Sec. 3831: Adds $1.5 billion to the funding for Community Health Centers to bring the funding to equal the 2019 funding, and funds them at the same rate through November 30, 2020. Adds $241 million to the funding for the National Health Service Corps, whose funding was allowed to lapse in December 2019, restoring its funding to equal the 2019 funding. Adds $45 million to teaching health centers that operate graduate medical programs to bring the funding to equal the 2019 funding, and funds them at the same rate through November 30, 2020. Subtitle F - Over the Counter Drugs Part 1 - OTC Drug Review Sec. 3851: Creates a new process for FDA approval of over the counter drug applications. Allows the Secretary of Health and Human Services to issue administrative orders to approve changes and new uses of over the counter drugs instead of requiring drug companies to go through the standard review process that takes longer. Companies whose applications are approved will get 18 month exclusivity on their drugs. Sec. 3854: Allows sunscreen companies with products affected by a pending FDA order to request that the HHS Secretary instead use the new, faster, less complete administrative order process created by Section 3851 for over the counter drugs. They must make this request by mid September 2020. Administrative orders issued by the HHS Secretary will be “deemed to be a final order”. As part of this process, the company may request and the HHS Secretary must conduct a “confidential meeting” with the company to discuss what data they should submit to show that their ingredients are safe and effective. Part II - User Fees Sec. 3862: Beginning in fiscal year 2021, to fund the new processes for over the counter drug approvals created by Section 3851, facilities that manufacture over the counter drugs will be assessed an annual fee and there will be either a $500,000 or $100,000 fee for requests to change drug monographs using the process created by Section 3851. Companies will not have to pay the fee if they are requesting changes to enhance warnings or instructions on the labels. TITLE IV - Economic Stabilization and Assistance to Severely Distressed Sectors of the United States Economy Subtitle A - Coronavirus Economic Stabilization Act of 2020 Sec. 4002: Defines a “covered loss” as “losses directly or indirectly as a result of coronavirus, as determined by the Secretary”, with “the Secretary” being Treasury Secretary Steven Mnuchin. “Eligible business” is an air carrier or “a United States business that has not otherwise received adequate economic relief in the form of loans or loan guarantees provided under this Act” Sec. 4003: Gives the Secretary of the Treasury the authorization to “make loans, loan guarantees and other investments” to "eligible businesses”, States, and local governments up to a total of $500 billion dollars. $46 billion must be directed at the airline industry and $454 billion will be loans, loan guarantees, and “other investments” determined by the Board of Governors of the Federal Reserve. Sec. 4004: Limits the amount of money that an employee of a business that gets a Treasury Department loan to $3 million plus half of whatever they got over $3 million in 2019 for the length of the loan plus one year. Sec. 4005: Until March 1, 2022, the Secretary of Transportation will have the authority to require any airline that takes loan money to maintain their flight schedules, as the Secretary of Transportation determines is needed. Sec. 4007: Suspends a 7.5% Federal excise tax on airlines from March 27, 2020 through the end of the year. Sec. 4008: Amends the Dodd Frank Wall Street Reform law to allow the FDIC to provide insurance for all accounts of banks that don’t accrue interest until December 31, 2020. Sec. 4009: Between March 13, 2020 and either the end of the COVID-19 emergency or December 31, 2020, the Board of Governors of the Federal Reserve is exempt from requirements that they give the public a day’s notice before their meetings and that they make public the minutes of their behind closed doors meetings. They must only keep a record of their votes and reasons for their votes which might be released to the public later (there’s no requirement that they be released). Sec. 4011: Allows unlimited lending to “nonbank financial institutions” such as insurance companies, venture capitalists, currency exchanges, and pawn shops until the end of the emergency declared on March 13 or until December 31, 2020. Sec. 4012: Lowers the amount of actual money that community banks must have in their possession from 9% to 8%, and gives the banks with less than that a “reasonable grace period” to get the money. This is valid until the end of the emergency declared on March 13 or until December 31, 2020. Sec. 4013: Allows banks to avoid counting troubled loans as troubled on their balance sheets from March 1, 2020 through December 31, 2020 or 60 days after the emergency declared on March 13th ends. Sec. 4014: Exempts banks from relatively new reporting requirements on their credit losses from March 27, 2020 through the end of the emergency declared on March 13 or December 31, 2020. Sec. 4015: Allows the Treasury Department to use its Exchange Stabilization Fund (which had $93.7 billion in it as of February 2020) to get around needing Congressional appropriations to cover any losses the Federal Reserve may need to absorb through its lending programs that allow unusual collateral to be offered like money market funds, corporate bonds, and securities. Sec. 4017: Increases the President’s power to use the Defense Production Act by waiving the requirement for Congressional authorization for projects that cost more than $50 million for two years and waives the requirement that Congress needs 30 days advanced notice before a Defense Production Act project can start for 1 year. Sec. 4018: Creates an Inspector General within the Treasury Department who will be appointed by the President. Says that when the Inspector General requests information, the agencies “shall, to the extent practicable” give him the information or else they will be reported to Congress. Sec. 4019: Prohibits loans or payments originating from the Treasury and Federal Reserve authorized by Section 4003 from going to any company in which the President, Vice President, an executive department head, member of Congress or their spouses, children, or son/daughter in laws own over 20% of the voting stock. Sec. 4020: Creates a Congressional Oversight Commission whose job is to conduct oversight of the implementation of this law by the Treasury Department and Federal Reserve. The commission will have five members: 1 appointed by the Speaker of the House (Nancy Pelosi), 1 appointed by the House minority leader (Kevin McCarthy), 1 appointed by the Senate majority leader (Mitch McConnell), 1 appointed by the Senate minority leader (Chuck Schumer), and 1 Chairperson co-appointed by the Speaker and Majority Leader (Pelosi and McConnell). Sec. 4021: Companies that allow customers to adjust their payment schedules have to report that the customer is current on their payments unless their accounts are already delinquent. This is valid from January 31, 2020 through either the end of July 2020 or 4 months after the emergency declared on March 13th ends Sec. 4022: People with Federally backed mortgages who have been affected by COVID-19 “directly or indirectly” can request and must be granted for a pause in loan payments for a maximum of about a year, but you have to request it twice (again after the first 180 days). Interest and fees will still accrue but they can’t charge any extra interest, penalties, or fees. Customers have to provide no proof of hardship. Prohibits the banks that manage Federally backed loans from moving forward with any foreclosure processes until mid-May 2020 (60 days after March 18, 2020). Sec. 4023: People/companies that own multifamily housing with 5 or more units with Federally backed mortgages who have been affected by COVID-19 “directly or indirectly” can request and must be granted for a pause in loan payments. The forbearance (pause) can be for a total of 90 days as long as the building owner requests it three times with at least 15 days notice. People who get this pause are not allowed to evict their tenants or charge them any late fees during the mortgage payment pause. Sec. 4024: Starting on March 27, 2020 and ending in late July 2020, landlords can not begin eviction proceedings for non-payment of rent or charge fees or penalties for not paying rent. Sec. 4025: Prohibits the government from attaching a string to a loan or loan guarantee that requires the business to negotiate with unions over worker pay or conditions of employment. This is valid starting on the day the business is first issued the loan and ending a year after the loan is paid off. Sec. 4026: Within 72 hours of each transaction, the Treasury Secretary must publish on the Treasury Department website a description of the transaction, the date, and the “identity of the counterparty”, the amount of the loan/guarantee/investment, how the price was determined, the interest rate, conditions, and a copy of the final term sheet. The Treasury Secretary also has to report any contracts entered into for the administration of loans or guarantees within 24 hours after the contract is entered into. The Federal Reserve has to issue reports to Congress that will have to be made public on their website within 7 days of the report being delivered to Congress. Sec. 4027: Appropriates $500 billion Sec. 4029: The authorities given to the Treasury Secretary and Board of Governors of the Federal Reserve to make loans, loan guarantees, and “investments” in businesses and banks will expire on December 31, 2020. Subtitle B - Air Carrier Worker Support Sec. 4112: The Secretary of the Treasury “shall” give money to airlines and the contractors that work with them which “shall exclusively be used for the continuation of payment of employee wages, salaries, and benefits”. Passenger air carriers will get $25 billion, cargo airlines $4 billion, and contractors will get $3 billion. Sec. 4113: The employees will have to be paid whatever rate they were paid from April 1, 2019 through September 30, 2019. Steven Mnuchin will decide all terms and conditions, other than the ones set by section 4114, 4115, and 4116. The payments have to start to be made within 10 days of enactment. The Inspector General of the Treasury Department will have to audit the certifications made by the companies about employee salary and benefit rates. Sec. 4114: Airlines or contractors that take the money can’t furlough their workers or reduce their wages or benefits until September 30, 2020, they can’t buy stock in their company or parent company, or pay out dividends. The Secretary of Transportation is also given authorization until March 1, 2022 to require only airlines or contractors that take the money to continue service to anywhere that they served as of March 1, 2020. Sec. 4115: Prohibits the government from attaching a string to a loan or loan guarantee that requires the airline or contractor to negotiate with unions over worker pay or conditions of employment. This is valid starting on the day the business is first issued the loan and ending on September 30, 2020. Sec. 4116: From March 24, 2020 through March 24, 2022, any airline or contractor that takes the money has to agree that no employee who made more than $425,000 in 2019 will be paid more than what they were paid in 2019, or will receive more than double their 2019 pay as a severance package. Employees that were paid more than $3 million can’t be paid more than $3 million plus half of the amount they were paid over $3 million in 2019. This includes salary, bonuses, stock awards and “other financial benefits”. Sec. 4117: The Treasury Secretary is allowed, but not required, to accept stock and securities and other “financial instruments” from the airlines and contractors. Sec. 4120: Appropriates $32 billion. TITLE V - Coronavirus Relief Funds Sec. 5001: Appropriates $150 billion for State, tribal and local governments. Amounts will be determined by population but each state will get at least $1.25 billion. Washington D.C. is treated as a territory and all territories will split $3 billion. Tribal governments will split $8 billion. Steven Mnuchin will decide how the tribal government money will be divided. The Inspector General of the Treasury must investigate the receipt, disbursement, and use of funds. TITLE VI - Miscellaneous Provisions Sec. 6001: Allows the Postal Service to borrow $10 billion from the Treasury Department. Division B - Emergency Appropriations for Coronavirus Health Response and Agency Operations Bureau of Prisons Sec. 12003: The Secretary of Health and Human Services “shall appropriately consider” distributing personal protective equipment and test kits to the Bureau of Prisons for use by inmates and staff. Sec. 12005: Authorizes and appropriates $300 million that the Secretary of Commerce can use for direct payments to subsistence, commercial, and charter fishery businesses. Department of Energy Sec. 14002: Extends the authority for the Secretary of Energy to sell oil from the strategic petroleum reserve and gives the Department of Energy the authority to sell $900 million worth of oil from the Strategic Petroleum Reserve, $450 million in 2021 and 2022, on top of the $450 million they can sell in 2020. The Judiciary Sec. 15002: Allows for criminal proceedings to be conducted via video teleconferencing until 30 days after the national emergency declaration terminates. It will only be allowed with the consent of the defendant or juvenile after they talk to a lawyer. Election Security Grants Provides $400 million to prepare for the 2020 Federal election cycle, domestically or internationally. The money must be given by the Election Assistance Commission to the states within 30 days. There is no direction on how the money is divided among states. The states have to submit reports on how they use the money. Money not used by December 31, 2020 has to be returned to the Treasury. Pandemic Response Accountability Committee Sec. 15010: Creates a Pandemic Response Accountability Committee that will investigate and report on the use of COVID-19 funds through September 2025. The committee will be operated by two full time paid employees and the other members will be inspectors generals from at least 9 federal agencies. The committee will have enforceable subpoena power. The committee is allowed, but not required, to hold public hearings. The committee will have a public website that is required to provide their findings, data, some contracting information, division of COVID-19 funds by state and congressional district, agency plans for use of funds, all recommendations made to the agencies, etc. Department of Homeland Security Sec. 16004: Prohibits the Department of Homeland Security from transferring War on Terror funds for the COVID-19 efforts. Sec. 16006: The Secretary of Homeland Security must extend the REAL-ID deadline until at least September 30, 2021. Department of Health and Human Services Public Health and Social Services Emergency Fund Provides an additional $27 billion for “developing necessary countermeasures and vaccines, prioritizing platform-based technologies with US based manufacturing capabilities, the purchase of vaccines, therapeutics, diagnostics, and necessary medical supplies”. Products purchased by the Federal government must be purchased in accordance with regulations on fair and reasonable pricing, ensuring affordability in the commercial market is optional. The HHS Secretary can not take any action that would slow down the development of the products. $16 billion can be spent on purchasing items for the Strategic National Stockpile. Funds can be used to construct or renovate “US based next generation manufacturing facilities, other than facilities owned by the United States government” in addition to the authority to construct or renovate private facilities that manufacture vaccines, therapeutics, and diagnostics. Adds an additional $100 billion to reimburse health care providers - public, private, and for profit - for COVID-19 expenses. Sec. 18115: Every lab that performs or analyzes a COVID-19 test must report the result of each test to the Secretary of Health and Human Services until the end of the HHS Secretary’s public health declaration with respect of COVID-19. State Department Sec. 21012: Provides $3 billion for the International Development Association (World Bank), $7.3 billion for the African Development Bank, and authorizes the Treasury “to make loans in an amount not to exceed the dollar equivalent 28,202,470,000 of Special Drawing Rights (which is approximately $38.5 billion as of April 21, 2020) OTC Drugs Bill Information Article: H.R.3443 - Over-the-Counter Monograph Safety, Innovation, and Reform Act of 2019, Congress.gov Article: S.2740 - Over-the-Counter Monograph Safety, Innovation, and Reform Act of 2019, Congress.gov Article: Roll Call Vote 116th Congress - 1st Session On Passage of the Bill (S. 2740), United States Senate, December 10, 2019 Bill Profile: H.R.3443: Clients Lobbying on H.R.3443: Over-the-Counter Monograph Safety, Innovation, and Reform Act of 2019, OpenSecrets.org Bill Profile: H.R.3443: Lobbyists lobbying on H.R.3443: Over-the-Counter Monograph Safety, Innovation, and Reform Act of 2019, OpenSecrets.org Sen. Johnny Isakson - Georgia: Top Industries 1995 - 2020, OpenSecrets.org Sen. Lamar Alexander - Tennessee: Top Industries 1995 - 2020, OpenSecrets.org Articles/Documents Update: Message from Jennifer Roberts, CEO of Chase Business Banking Chase Banking, April 23, 2020 Article: Hard-hit restaurants, gyms and other businesses are battling insurers over the coronavirus, sparking a new Washington lobbying war By Tom Hamburger and Tony Romm, The Washington Post, April 22, 2020 Article: Pelosi says Shall will stay on oversight commission after failure to disclose stock sales by Jeremy Herb and Lauren Fox, CNN, April 22, 2020.  Article: Vaccine Chief Says He Was Removed After Questioning Drug Trump Promoted The New York Times, April 22, 2020 Article: Highlights of the Nearly $500B Coronavirus Relief Bill The New York Times, April 21, 2020 Article: Publicly traded firms get $365M in small-business loans By REESE DUNKLIN, JUSTIN PRITCHARD, JUSTIN MYERS and KRYSTA FAURIA, Associated Press, April 21, 2020 Article: Restaurants’ bailout problem: Unemployment pays more By IAN KULLGREN, Politico, April 20, 2020 Article: Medical Staffing Companies Cut Doctors’ Pay While Spending Millions on Political Ads By Isaac Arnsdorf, ProPublica, April 20, 2020 Article: The coronavirus could force more doctors to sell — or shutter By Bob Herman, Axios, April 20, 2020 Article: Chase and other banks shuffled Paycheck Protection Program small business applications, lawsuit says By Dalvin Brown, USA Today, April 20, 2020 Article: Shake Shack returning $10 million government loan meant for small businesses By Stephanie Ruhle and Alex Johnson, NBC News, April 20, 2020 Article: WTI crude price goes negative for the first time in history By Cameron Wallace, World Oil, April 20, 2020 Article: In Race for Small-Business Loans, Winning Hinged on Where Firms Bank By Ruth Simon and Peter Rudegeair, The Wall Street Journal, April 20, 2020 Article: Zoom's Security Woes Were No Secret to Business Partners Like Dropbox By Natasha Singer and Nicole Perlroth, The New York Times, April 20, 2020 Article: A raw deal By Judd Legum, Popular Information, April 20, 2020 Article: The Trickle-Up Bailout By Matt Taibbi, Taibbi, April 17, 2020 Article: Donna Shalala Selection Makes a Mockery of Bailout Oversight Panel by David Dayen, The American Prospect, April 18, 2020.  Press Release: Pelosi Appoints Congresswoman Donna Shalala to Congressional Oversight Commission of the CARES Act, April 17, 2020.  Article: Ruth’s Chris Steak House Gets $20 Million From Coronavirus Aid Program By Charity L. Scott, The Wall Street Journal, April 17, 2020 Article: The COVID-19 Bailout That’s Left Every Hospital Unhappy In Its Own Way By Rachana Pradhan and Lauren Weber, Kaiser Health News, April 16, 2020 Article: I’m Overseeing the Coronavirus Relief Bill. The Strings Aren’t Attached. By Bharat Ramamurti, The New York Times, April 16, 2020 Article: House lawmakers indefinitely postpone return to Washington By Mike Lillis and Scott Wong, The Hill, April 16, 2020 Article: Paycheck Protection Program out of money: Thousands of small businesses shut out By Stephen Gandel, CBS News, April 16, 2020 Article: Here Are the Contracts Showing How $4.5 Trillion in Stimulus Was Outsourced to Wall Street By Pam Martens and Russ Martens, Wall Street on Parade, April 16, 2020 Article: Most Patients Undergoing Ground And Air Ambulance Transportation Receive Sizable Out-Of-Network Bills By Karan R. Chhabra, Keegan McGuire, Kyle H. Sheetz, John W. Scott, Ushapoorna Nuliyalu, and Andrew M. Ryan, HealthAffairs, April 15, 2020 Article: Renters Are Being Forced From Their Homes Despite Eviction Moratoriums Meant to Protect Them By Alana Semuels, Time, April 15, 2020 Article: One Person is Overseeing Congress's Bailout Loans. He Wants Answers. by Alan Rappeport, New York Times, April 15, 2020.  Article: Policy Memo: Federal Reserve Lending Facilities for Private Companies and Securitizations Americans for Financial Reform, April 15, 2020 Article: Hedge Fund Managers Claiming Bailouts as Small Businesses By Katherine Burton and Joshua Fineman, Bloomberg, April 14, 2020 Article: Rural hospitals shut out of stimulus loans face financial crisis By Rachel Roubein, Politico, April 14, 2020 Article: Tax change in coronavirus package overwhelmingly benefits millionaires, congressional body finds By Jeff Stein, The Washington Post, April 14, 2020 Article: WHITEHOUSE, DOGGETT RELEASE NEW ANALYSIS SHOWING GOP TAX PROVISIONS IN CARES ACT OVERWHELMINGLY BENEFIT MILLION-DOLLAR-PLUS EARNERS Sheldon Whitehouse, U.S. Senator for Rhode Island, April 14, 2020 Article: Your Coronavirus Check Is Coming. Your Bank Can Grab It. By David Dayen, American Prospect, April 14, 2020 Article: Tax change in coronavirus package overwhelmingly benefits millionaires, congressional body finds By Jeff Stein, The Washington Post, April 14, 2020 Article: How Some Rich Americans Are Getting Stimulus ‘Checks’ Averaging $1.7 Million By Shahar Ziv, Forbes, April 14, 2020 Article: Stimulus Oversight Panel Has One Person Trying to Watch $2.2 Trillion Alone By Joshua Green, Bloomberg, April 14, 2020 Article: Coronavirus antibody testing must be covered free of charge, feds say By Stefan Becket, CBS News, April 13, 2020 Article: Unsanitized: Meet The Corporate Bailout’s First Policeman By David Dayen, American Prospect, April 13, 2020 Article: Who's getting these hundreds of billions in government aid? For now, the public may be in the dark By Peter Whoriskey and Heather Long, The Washington Post, April 13, 2020 Article: CARES Act Package Ushers in Changes to OTC Drug Review Process Duane Morris, April 13, 2020 Article: Commission calls for review of election security standards By Tom Temin, Federal News Network, April 13, 2020 Article: Medical Staffing Companies Owned by Rich Investors Cut Doctor Pay and Now Want Bailout Money By Isaac Arnsdorf, ProPublica, April 10, 2020 Article: Furor Erupts: Billions Going To Hospitals Based On Medicare Billings, Not COVID-19 By Jay Hancock and Phil Galewitz and Elizabeth Lucas, Kaiser Health News, April 10, 2020 Article: Providers Begin Receiving $30B in Emergency Funding from HHS, Plus Newly Suspended State Regs Home Care Association of New York State Blog, April 10, 2020 Article: The Colleges Getting The Most Money From The Stimulus Bill By Wesley Whistle, Forbes, April 10, 2020 Article: It is Not All About the Coronavirus: The CARES Act Brings Long-Awaited Over-the-Counter (OTC) Monograph Reform By Genevieve Razick and Carolina Wirth, Arnall Golden Gregory LLP, JDSUPRA, April 10, 2020 Article: Unsanitized: Federal Reserve Rescue Is the Best Rescue By David Dayen, The American Prospect, April 10, 2020 Article: The Fed’s ‘Main Street’ Mistake Wall Street Journal, April 9, 2020 Article: Exclusive: These for-profit colleges could reap up to $1 billion in federal bailout money By Matt Smith, Market Watch, April 9, 2020 Article: Fed's balance sheet swells to record $6.13 trillion By Jonnelle Marte and Ann Saphir, Reuters, April 9, 2020 Article: 'Extremely Alarming': Coronavirus Stimulus Law Allows the Federal Reserve to Hold Secret Meetings on Corporate Bailouts By Jake Johnson, Common Dreams, April 9, 2020 Article: Congress Must Have Skipped the First Three Seasons of Trump Reality Show By Eleanor Eagan, The American Prospect, April 9, 2020 Alert: U.S. CARES ACT ENABLES LONG-AWAITED OTC DRUG REGULATORY MODERNIZATION: KEY HIGHLIGHTS By Brian Burgess and Julie Tibbets, Goodwin, April 8, 2020 Article: Coronavirus: CMS approves nearly $34 billion in accelerated/advance payments to healthcare providers By Keith A. Reynolds, Medical Economics, April 8, 2020 Article: Trump removes inspector general who was to oversee $2 trillion stimulus spending By Ellen Nakashima, The Washington Post, April 7, 2020 Article: Welfare for Wall Street By Nomi Prins, The Nation, April 7, 2020 Article: Congress fixed tax code “retail glitch” and gave real estate a tax windfall By Rich Bockmann and Kevin Sun, The Real Deal, April 7, 2020 Article: Trump removes inspector general who was to oversee $trillion stimulus spending By Ellen Nakashima, The Washington Post, April 7, 2020 Article: Big Restaurant, Hotel Chains Won Exemption to Get Small Business Loans By Bob Davis and Heather Haddon, The Wall Street Journal, April 6, 2020 Article: CARES Act Contains Significant New Over-The-Counter (OTC) Drug Provisions by Charles Andres, Wilson Sonsini, April 6, 2020 Article: Trump’s Aggressive Advocacy of Malaria Drug for Treating Coronavirus Divides Medical Community By Peter Baker, Katie Rogers, David Enrich and Maggie Haberman, The New York Times, April 6, 2020 Article: Private Flights Getting Cheaper Thanks to Stimulus Tax Relief By Katherine Chiglinsky and Tom Metcalf, Bloomberg, April 6, 2020 Article: 2020 CARES Act—FAQs for Nonprofit Organizations and Donors By James P. Joseph Bridget M. Weiss Dana O. Campos, Arnold & Porter, April 6, 2020 Article: What does the CARES Act mean for net operating losses and non-corporate business losses? By Douglas Charnas and Paul Leonard, JDSUPRA, April 3, 2020 Article: Trump announces intent to nominate White House lawyer Brian Miller as inspector general for $2 trillion coronavirus law by Jeff Stein, The Washington Post, April 3, 2020 Letter: Addressed to Secretary of Department of Health and Human Services, Alex Azar By Alexander Sammon, American College of Emergency Physicians, April 3, 2020 Article: Unsanitized: Why Banks Don’t Want to Help Small Businesses By David Dayen, The American Prospect, April 3, 2020 Article: Unsanitized: Aid Package Status Update By David Dayen, The American Prospect, April 2, 2020 Article: It’s Steve Mnuchin’s Economy Now By Alexander Sammon, American Prospect, April 1, 2020 Article: US aims to lease space in emergency oil stockpile, after buying plan canceled, sources say Reuters, April 1, 2020 Article: Trump may rent Strategic Petroleum Reserve storage to U.S. drillers By ARI NATTER, JENNIFER A. DLOUHY AND STEPHEN CUNNINGHAM, World Oil, April 1, 2020 Article: Temporary Waiver of Required Minimum Distribution Rules By Jean McDevitt Bullens, Baker Newman Noyes, April 1, 2020 Article: Unsanitized: It’s the First of the Month By David Dayen, The American Prospect, April 1, 2020 Article: Citigroup CEO Michael Corbat says bank is 'working around the clock' on small business relief program By Hugh Son, The CNBC, April 1, 2020 Article: Tax Savings Opportunities from the CARES Act By John Werlhof, CLA, March 31, 2020 Article: The Relief Package Ushers In Trump's Planned Economy By Matt Stoller, Wired, March 31, 2020 Article: Federal COVID-19 Economic Relief and Its Impact on the Energy Sector: An Overview Energy Alert, Akin Gump Strauss Hauer & Feld LLP, March 31, 2020 Article: Boeing Will Take Aid, Won’t Give Equity Banking Exchange, March 31, 2020 Article: Bailing Out the Bailout By Matt Taibbi, RollingStone, March 31, 2020 Article: US Banks Welcome $2trn Stimulus Package By David White and Zachary Kribs, Kidney News Online, March 30, 2020 Article: CARES Act to Improve Options for People on Home Dialysis By David White and Zachary Kribs, Kidney News Online, March 30, 2020 Statement: FDA on Signing of the COVID-19 Emergency Relief Bill, Including Landmark Over-the-Counter Drug Reform and User Fee Legislation Commissioner of Food and Drugs - Food and Drug Administration - Stephen M. Hahn M.D., U.S. Food & Drug Administration, March 30, 2020 Article: Key Provisions in the CARES Act for Health Care Providers By Health Law Practice - von Briesen & Roper, s.c., The National Law Review, March 30, 2020 Article: CARES On Campus: Stimulus Program & Higher Education By Anne Cartwright and Julie Miceli, JDSUPRA, March 30, 2020 Article: Inside the CARES Act: Changes to the Bankruptcy Code Under the CARES Act By Melissa Anne Peña, The National Law Review, March 29, 2020 Article: Lawmakers Pack Federal Stimulus Bill With Pet Provisions By Brody Mullins and Ted Mann, The Wall Street Journal, March 28, 2020 Press Release: Trump Suggests He Can Gag Inspector General for Stimulus Bailout Program By Charlie Savage, The New York Times, March 27, 2020 Press Release: Statement by the President The White House, March 27, 2020 Article: Unsanitized: The Federal Reserve Loads the Cannon By David Dayen, The American Prospect, March 27, 2020 Article: Inside the talks on the largest U.S. bailout: frantic negotiations, partisan tensions and a Trump tweet By Seung Min Kim, Mike DeBonis, Erica Werner and Paul Kane, The Washington Post, March 27, 2020 Article: Over-the-Counter (OTC) Drug Monograph Process U.S. Food & Drug Administration, March 27, 2020 Article: The Health Care Industry and the CARES Act: Insight and Next Steps Akin Gump Strauss Hauer & Feld LLP, March 27, 2020 Article: Bank Regulatory Provisions in the CARES Act By Robert Klinger, Bryan Cave Leighton Paisner, JDSUPRA, March 27, 2020 Article: Fed Releases Details of BlackRock Deal for Virus Response By Matthew Goldstein, The New York Times, March 27, 2020 Article: Stimulus Bill Allows Federal Reserve to Conduct Meetings in Secret; Gives Fed $454 Billion Slush Fund for Wall Street Bailouts By Pam Martens and Russ Martens, CounterPunch, March 27, 2020 Document: Terms of Assignment for BlackRock on Behalf of the Federal Reserve Bank of New York Regarding Secondary Market Corporate Credit Facility New York Fed, March 27, 2020 Press Release: Acting Secretary Chad Wolf Statement on the REAL ID Enforcement Deadline Homeland Security, March 26, 2020 Article: How the Fed’s Magic Money Machine Will Turn $454 Billion Into $4 Trillion By Jeanna Smialek, The New York Times, March 26, 2020 Article: Unsanitized: The Essential Imbalance of the 2020 Bailout By David Dayen, American Prospect, March 26, 2020 Article: Bonanza for Rich Real Estate Investors, Tucked Into Stimulus Package By Jesse Drucker, The New York Times, March 26, 2020 Article: Funding to refill U.S. Strategic Petroleum Reserve cut from stimulus plan By STEPHEN CUNNINGHAM, ARI NATTER AND JENNIFER A. DLOUHY, World Oil, March 25, 2020 Article: Stop the $6 Trillion Coronavirus Corporate Coup! By Matt Stoller, BIG by Matt Stoller, March 25, 2020 Article: Unsanitized: Bailouts, A Tradition Unlike Any Other By David Dayen, American Prospect, March 25, 2020 Article: Fed taps BlackRock to run emergency programs By Dawn Lim, Market Watch, March 25, 2020 Article: Avoid Taxes, Receive Federal Bailouts By Alexander Sammon, American Prospect, March 25, 2020 Document: INVESTMENT MANAGEMENT AGREEMENT New York Fed, March 25, 2020 Article: Fine Print of Stimulus Bill Contains Special Deals for Industries By Eric Lipton and Kenneth P. Vogel, The New York Times, March 25, 2020 Article: Congress to bail out firms that avoided taxes, safety regulations and spent billions boosting their stock By Jonathan O'Connell, The Washington Post, March 25, 2020 Article: 'Completely Dangerous and Unacceptable,' Ocasio-Cortez Says of Impending Senate Recess in Midst of Coronavirus Crisis By Eoin Higgins, Common Dreams, March 25, 2020 Article: Senate leaving DC until April 20 after coronavirus stimulus vote By Jordain Carney, The Hill, March 25, 2020 Article: Senate stimulus bill extends funding for abstinence education By Tyler Olson, Fox News, March 25, 2020 Article: Oil purchase to fill strategic reserve dropped from stimulus By Benjamin J. Hulac, Roll Call, March 25, 2020 Article: U.S. Fed hires BlackRock to help execute mortgage-backed securities purchases By Pete Schroeder and Michelle Price, Reuters, March 24, 2020 Article: What is the Exchange Stabilization Fund? And how is it being used in the coronavirus (COVID-19) crisis? By Sage Belz and David Wessel, Brookings, March 24, 2020 Press Release: Federal Reserve announces extensive new measures to support the economy Board of Governors of the Federal Reserve System, March 23, 2020 Article: COVID-19 Update: Federal Reserve Launches TALF (Again) By Scott A. Cammarn and Mark Chorazak, The National Law Review, March 23, 2020 Article: Trump's coronavirus eviction freeze won't keep a roof over our heads, advocates say By Tim Fitzsimons, NBC News, March 21, 2020 Article: Addressed to Speaker Pelosi, Leader McConnell, Leader McCarthy, and Leader Schumer By Ben Lane, America's Health Insurance Plans, BlueCross BlueShield Association, March 19, 2020 Article: Fannie Mae, Freddie Mac, HUD suspending all foreclosures and evictions By Ben Lane, Housing Wire, March 18, 2020 Press Release: Federal Reserve Board announces establishment of a Commercial Paper Funding Facility (CPFF) to support the flow of credit to households and businesses Board of Governors of the Federal Reserve System, March 17, 2020 Article: Federal Reserve cuts rates to zero and launches massive $700 billion quantitative easing program By Steve Liesman, CNBC, March 15, 2020 Article: How the drug industry got its way on the coronavirus By Sarah Karlin-Smith, Politico, March 5, 2020 Article: How Much Of Boeing’s Revenues Comes From The U.S. Government? By Trefis Team, Great Speculations, Forbes, January 2, 2020 Article: Funding Legislation Delays $4B in Medicaid DSH Payment Cuts By Jacqueline LaPointe, Revcycle Intelligence, December 20, 2019 Article: Southwest Airlines reaches confidential settlement with Boeing for some of its 737 Max losses By Lori Aratani, The Washington Post, December 13, 2019 Article: Boeing 737 Max Factory Was Plagued With Problems, Whistle-Blower Says By David Gelles, The New York Times, December 9, 2019 Article: How Much Income Puts You in the Top 1%, 5%, 10%? By Julia Kagan, Investopedia, November 21, 2019 Article: Senator Seeks Last Win In Over-the-Counter Drug Bill (Corrected) By Alex Roff, Bloomberg Law, October 31, 2019 Article: Boeing’s 737 Woes Aren’t Hurting Its Pursuit of Military Contracts, Exec Says BY Marcus Weisgerber, Defense One, October 15, 2019 Article: What Percentage of Americans Owns Stock? By Lydia Saad, Gallup, September 13, 2019 Article: FDA Chief of Staff Calls OTC Monograph Reform a Top Priority By Michael Mezher, Regulatory Affairs Professionals Society, May 21, 2019 Article: These 30 companies, including Boeing, get the most money from the federal government By Samuel Stebbins and Michael B. Sauter, USA Today, March 29, 2019 Article: Boeing Was ‘Go, Go, Go’ to Beat Airbus With the 737 Max By David Gelles, Natalie Kitroeff, Jack Nicas and Rebecca R. Ruiz, The New York Times, March 23, 2019 Article: Agencies reporting proposal for the implementation of Current Expected Credit Losses (CECL) Deloitte, January 22, 2019 Article: FDA Opens the Door for a Broader Range of Over-the-Counter (OTC) Drugs by Charles Andres, Wilson Sonsini, August 2, 2018 Article: Jared Kushner Paid No Income Tax for years By Jesse Drucker and Emily Flitter, The New York Times, October 13, 2018 Guidance for Industry: Innovative Approaches for Nonprescription Drug Products U.S. Department of Health and Human Services, Food and Drug Administration, Center for Drug Evaluation and Research (CDER), July 2018 Article: HISTORICALLY BLACK COLLEGES AND UNIVERSITIES: Action Needed to Improve Participation in Education's HBCU Capital Financing Program Office of Public Affairs, GAO, July 26, 2018 Article: 10 Things You Didn't Know About Alex Azar By Katelyn Newman, U.S. News, January 29, 2018 Article: The Richest 10% of Americans Now Own 84% of All Stocks Rob Wile, Money, December 19, 2017 Article: Why the newest sunscreens still haven't hit the U.S. market By Brady Dennis, The Washington Post, May 11, 2015 Article: Washington’s Skin Canc

Jim Sandman may be one of the most impassioned advocates in the United States for ensuring access to justice for all. As president of the Legal Services Corporation since 2011, he oversees an organization that funds free civil legal services to more than 130 legal aid programs throughout the country. As a frequent speaker and advocate, he forcefully makes the case for equal access to justice.  In this episode of LawNext, Sandman joins host Bob Ambrogi for a frank and thoughtful discussion about the justice gap in the U.S. and his ideas for how to bridge it, from increasing funding for legal aid to loosening restrictions on legal practice. They also discuss the role of technology and the 2013 report that Sandman spearheaded, Report of The Summit on the Use of Technology to Expand Access to Justice.  Before joining the LSC, Sandman spent 30 years as a lawyer with the firm Arnold & Porter, including 10 years as the firm’s managing partner. Wanting to spend more time in public service, he became general counsel for the District of Columbia Public Schools, where he stayed until the opportunity arose to join the LSC. He is a past president of the 100,000-member District of Columbia Bar.  NEW: We are now on Patreon! Subscribe to our page to be able to access show transcripts, or to submit a question for our guests. Comment on this show: Record a voice comment on your mobile phone and send it to info@lawnext.com.

NATO is 70. Does the World Still Need It? (0:31)Guest: Greg Jackson, Assistant Professor of Integrated Studies & Assistant Director of National Security Studies, host of the podcast “History That Doesn't Suck”World leaders are in London marking the 70th anniversary of NATO. It's not been a complete lovefest. There's been some sniping and backbiting. President Trump called Canada's Prime Minister Justin Trudeau “two-faced” and said French President Emmanuel Macron's earlier comments about NATO experiencing “brain death” were “nasty.” President Trump has been publicly critical of NATO, too, but seems to be warming to it. What exactly is there to celebrate as NATO turns 70? Is it Ethical to Cast Deceased Actors by Using CGI? (18:33)Guest:  Scott Stroud, PhD, Associate Professor of Communication Studies at University of Texas at Austin and the founding Director of the Media Ethics InitiativeJames Dean is slated to co-star in a movie about the Vietnam War coming out next year. Except that James Dean has been dead since 1955, shortly after starring in “Rebel Without a Cause”. The studio behind this new movie has acquired the rights to use James Dean's likeness and they plan to use a combination of real footage, CGI and voice actors to bring him to life in this new role. It's not totally unheard of. Both Star Wars and the Fast and Furious franchise have done it. But it raises all sorts of ethical questions. The Real Cost of Cheap Clothes (35:07)Guest: Shawn Bhimani, PhD, Visiting Assistant Professor at Northeastern University, Supply Chain Management ExpertWhen you're shopping for clothes on Amazon or Walmart's online marketplace –or even in a store like TJ Maxx or Ross-you may end up buying something that was made in a Bangladesh factory with collapsing walls, blocked exits and doors that lock from the outside to keep workers in until their shift ends. Conditions like that led to a disastrous factory collapse in Bangladesh in 2013 that killed more than 1,000 people. After that, some of America's biggest clothing retailers –including Walmart and Target –voluntarily joined a coalition to police the safety of factories that make their products. But Amazon didn't join. A Wall Street Journal investigation found dozens of items for sale on Amazon that were made in dangerous Bangladeshi factories. Is there anything we can do as shoppers to know where our clothes were made? The Apple Seed (51:10)Guest: Sam Payne, The Apple Seed, BYUradioSam Payne from The Apple Seed shares a story about Christmas. Landmark Cases That Changed Bilingual and Special Education in America (1:02:24)Guest: Marty Glick, litigator, Arnold & Porter, Co-Author, “The Soledad Children: The Fight to End Discriminatory IQ Tests”A child's race and income level are strong indicators of the quality of education that child will get in a US public school. Inequality often arises in education today because of how segregated our communities have become –with poor and minority students clustered in schools with fewer resources. In the 1950s, 60s and 70s, the reason poor and minority students got sub-par education was because of overt racism. This was the era of court-ordered desegregation and countless lawsuits brought by civil rights lawyers on behalf of black and brown students. Marty Glick was one of those attorneys. While working for California Rural Legal Assistance in the late 1960s he represented the children of Mexican farmworkers in a landmark case against the California State Board of Education that shaped the future of bilingual and special education in America. Diss on Millennial Coworkers All You Want, but Don't “Okay Boomer” a Boomer (1:26:07)Guest: Elizabeth Tippett, Associate Professor, School of Law, University of OregonVideos set to this song are all over TikTok right now. “OK Boomer” is the putdown of choice for youngsters dismissing the outdated views of someone older. Doesn't even have to be a Baby Boomer. Anyone who's not cool or “woke” could get Okay Boomer'ed. But watch out, because if you say it to a Baby Boomer at work –even in jest –you could end up with an age discrimination charge on your hands. Feel free to diss on Millennials and Gen-Z'ers all you want, though, cause they're not protected by the age discrimination laws. How's that fair?

What does the New York Exxon Trial mean? For the Country? The world? And moreover, what should we be doing about climate change?   Aaron Freiwald, Managing Partner of Freiwald Law and host of the weekly podcast, Good Law | Bad Law, is joined by Michael Gerrard, a law professor at Columbia Law School and the founder and director at the Sabin Center for Climate Change Law, to discuss the breaking news happing in New York this week regarding the trial against Exxon Mobil, the implications that this trial has had already and may continue to have, as well as the issue of climate change itself.   In today’s episode, Aaron and Michael talk about the specifics of the New York Exxon Trial, the legal arguments surrounding the suit, and more. Michael and Aaron talk about this case’s potential impacts, considering it a possible bellwether case, and the notion of other states likely following New York’s example – specifically discussing Massachusetts recent filing against the oil giant. Aaron and Michael debate the role of these trials, considering the idea of these court records being documentation proving the existence and real threat of climate change. Michael explains some more substantive actions we can do in addition to filing these lawsuits, describing some more direct ways we can impact the emission of green house gases.   A graduate of Columbia and New York University School of Law, Michael teaches courses on environmental law, climate change law, and energy regulation. The Andrew Sabin Professor of Professional Practice at Columbia Law School, he chaired the faculty of Columbia University’s Earth Institute from 2015 to 2018. From 1979 through 2008, he practiced environmental law in New York, most recently as partner in charge of the New York Office of Arnold & Porter.  Upon joining the Law School faculty in 2009, Michael became the senior counsel to the firm. His practice involved trying numerous cases and arguing many appeals in federal and state courts and administrative tribunals; handling the environmental aspects of numerous transactions and development projects; and providing regulatory compliance advice to a wide variety of clients in the private and public sectors.   An author on the subjects of environmental law and climate change, Michael twice received the Association of American Publisher’s Best Law Book award for works on environmental law and brownfields. He has written or edited thirteen books, including Global Climate Change and U.S. Law, the leading work in its field, and the 12-volume Environmental Law Practice Guide. His most recent book is Legal Pathways to Deep Decarbonization in the United States.   To find more information about Michael Gerrard, please check out his Columbia Law bio here. To find out more about the Sabin Center for Climate Change law, please visit their website here. To find the New York complaint against Exxon, please click here. To find the Massachusetts complaint against Exxon, please click here. Please follow this link to Michael’s co-authored book, “Legal Pathways to Deep Decarbonization in the United States,” by clicking here. To learn more about the pro-bono project that is developing model laws and regulations aimed at helping fight climate change, please click here. To read Michael Gerrard’s Law 360 article, “How Lawyers Can Help Save The Planet,” please click here.   Host: Aaron Freiwald Guest: Michael Gerrard   Follow Good Law | Bad Law: YouTube: Good Law | Bad Law Instagram: @GoodLawBadLaw Website: https://www.law-podcast.com