08.30 - 09.00       Registration

09.00 - 09.15       Conference Chair:

                                      Welcome and Introduction

Francesca Yeomans, European Legal Counsel, Smith & Nephew

09.15 - 10.00       The Siemens Compliance System:

“Prevent – Detect – Respond and Continuous Improvement”

Dr. Jens Burgard Rechtsanwalt, Senior Legal Counsel, Siemens AG Compliance Legal, Germany

The current Siemens Compliance System was developed in 2007 and 2008, initially in response to criminal investigations undertaken by the Office of the Public Prosecutor in Munich, the US Securities and Exchange Commission, the US Department of Justice and numerous other investigating authorities worldwide. These inquiries, as well as the independent internal investigation undertaken by US law firm Debevoise & Plimpton between January 2007 and January 2009, exposed systematic violations of anti-corruption laws and accounting regulations in many Siemens business units and Regional Companies which had been taking place over many years, as vividly described in the documents produced by the US authorities for the final judgment in the USA on December 15, 2008. It was only possible to conclude the proceedings against the company in Germany and the USA because – as explicitly stated by the US authorities – Siemens not only launched its own investigations into past malpractices and fully cooperated with public authorities, but also developed a comprehensive new Compliance System in under two years which it has implemented worldwide. The new Compliance System is based on a clearly defined system into which Siemens’ worldwide Compliance measures must fit.               

10.00 - 11.00     Competition Law  – Recent Developments and Practical Guidance for In-house Counsel

Dr. Tobias Caspary, Fried Frank, Senior Associate, London/Frankfurt

Helen Nicklin, Virgin Media, Counsel - Competition & Regulatory Affairs

·       Enforcement Trends

·       Cartels

·       Other Anti-competitive Agreements

·       Abuse of a Dominant Position

·       Market Investigations

·       Merger Control

·       Best Practices

We are living in an era of ever-increasing competition law enforcement and litigation. This session provides an update on recent developments and offers practical guidance for in-house counsel, covering both compliance and the practicalities of dealing with competition law investigations and litigation.   We cover cartels, other anti-competitive agreements, abuse of a dominant position, market investigations and merger control from a UK, EU and global perspective, identifying the red flags to warn in-house counsel of increased competition law risk.

Examples of areas currently receiving particular enforcement scrutiny include: information exchange between competitors, directly and indirectly through suppliers and customers; trade association activities; resale price maintenance; most favoured customer clauses; joint venture non-compete agreements; and access to key technology on “FRAND” terms.  Industries particularly in the spotlight include financial services, technology, energy and healthcare.

11.00 - 11.30       Tea, coffee and discussion

11.30 - 12.30       Company Law –

                            (1)    Update on recent developments

                                      (2)    Merging cross-border subsidiaries – the new flexibility

                                 Michael Todd QC, Erskine Chambers

                                      Andrew Thornton, Erskine Chamber

This session will focus on two areas. First, an update on recent developments in company law, including the relaxation of the capital maintenance rules in the Companies Act 2006. Second, consideration of the Companies (Cross-Border) Merger Regulations 2007 and its increasing use by groups seeking to consolidate their group structures.

12.30 - 14.00       Lunch

14.00 - 15.00       Intellectual Property –

                                      Getting the Best out of External IP Counsel

                                      Dr Julian Potter , Partner, WP Thompson 

                                      Gill Smaggasgale, Partner, WP Thompson 

                                      Sophie Braithwaite, In-house Legal Counsel, Airwave Solutions Limited (“Airwave”)

·       Getting the right fit

·       The legal procedure – causes of variability and unpredictability

·       Sharing commercial objectives so you get what you need when you need it

·       False economies

·       How selecting the right advisers can make you look good

·       The benefit of a long term commitment

We will start with an overview of the procedures for obtaining IP protection with particular reference to what is predictable in terms of timing and costs and what is more variable and whether any of those variabilities can be used to support the commercial objectives of the company.  We will also look at how the sharing of information with External Counsel can improve the relationship and the protection obtained.  We will also touch on how management of the IP portfolio but the Internal and External Counsel can lead to real commercial benefits for the company.

15.00 - 16.00         Corporate Governance – the international dimension

                                      Lord Davidson of Glen Clova QC, Axiom Advocates

·       International models of governance

·       Issues of ownership in differing jurisdictions

·       Disclosure

·       Corrupt practices

·       Remuneration

·       Risk for UK companies

Lord Davidson QC will examine how the globalising economy is influencing corporate governance in its various models. An assessment of the approaches to accountability of boards of directors to various stakeholders, the role of non-executive directors and corporate committees and current trends in corporate governance. The question of wider trends in corporate governance will be considered.

The topic looks at the variety of ownership structures and legal systems and political influence across the UK, the US, Continental Europe and Asia. Some of the issues that have arisen in recent years will be examined.

Questions of disclosure, corrupt practices and whistle blowing and remuneration will be traversed to identify the difficult and complex problems that may confront companies operating in various jurisdictions and the allied question of extraterritoriality. The potential for overseas business practices coming back to affect UK-based companies will be examined to identify what lessons may be drawn from current areas of difficulty.

16.00 - 16.30       Tea, coffee and discussion

16.30 - 17.30       Managing the In-house Counsel Function –

                                      Panel discussion summarising the key points of the day

                            Moderator: Jeremy Evans, General Counsel, JECCS

                                      Panellists: Nishat Ruiter, VP & Associate General Counsel, CA Technologies, USA

                                      Andreas Blomquist, Legal Counsel, NASDAQ OMX, Sweden