The Role of Corporate Counsel in Advising Management and the Board

Hosted by the Association of Corporate Counsel – Southwest Ohio Chapter
and The University of Cincinnati Law School

Date: Thursday, November 6, 2008

CLE: Requesting 2 hours general CLE credit from Ohio & Kentucky & Indiana

Place: University of Cincinnati Law School
Time: Registration:  4:00 to 4:20 | Program: 4:30 to 6:30

Cost: $25 – ACC Members & UC Alums & free for UC students

Thanks to our event sponsor:  Vorys, Sater, Seymour & Pease LLP

Professor Black to speak for a half hour followed by Paul Heldman’s keynote address for a half hour.  After that, we will have a one-hour panel discussion moderated by Professor Lynn Bai from the UC law school.

4:20 – 4:25 – Welcome & Introductions

4:25 – 4:55 pm      Professor Barbara Black - Focus on the up-the-ladder reporting requirements of Ohio Rule of Professional Conduct 1.13(b) and the SEC’s Rules of Professional Conduct

4:55pm – 5:25 pm – Paul Heldman –  Executive Vice President, Secretary & General Counsel – The Kroger Co. – Mr. Heldman will address the ethical issues and conflicts that can arise for a general counsel that is a member of the management team but yet must also report information to the Board of Directors.  Mr. Heldman will draw upon his many years of experience at The Kroger Company to provide examples of the conflicting demands placed upon the General Counsel.

5:25 – 5:30 pm - BREAK

5:30 – 6:00pm – Panel Discussion – The panel will follow up on the presentations from Professor Black and Paul Heldman and will address hypothetical situations and potential responses.  The panel has been designed to provide the diverse views of the General Counsel of a publicly traded company, a US subsidiary of a foreign company, a 501(c)(3) corporation, and outside counsel.

Moderated by Lynn Bai of UC law school

Panelists
Roger Lautzenhiser – Partner, Vorys, Sater, Seymour & Pease LLP
Beverly A. Wyckoff - Senior Vice President, General Counsel & Secretary of FirstGroup America, Inc.
Gregory Gehlmann, Sr. VP & General Counsel, First Financial Bancorp
Steven McCarty, Vice President & Counsel , Catholic Health Initiatives