CPD Programs

ASIC Action 2019   

Federal Court Action Against Former Directors:

ASIC has issued proceedings in the Federal Court against former Directors of Tennis Australia alleging that they:

• withheld material information from the Tennis Australia board and breached other duties.

This case is said to have important implications including:

• Directors duty to not withhold relevant information from the board
• Board responsibilities in commercial negotiations and regarding commercial opportunities
• Board members conflicts of interest and special preferences

This session will provide an overview of the key lessons to take away from this case  so far so that you can tailor your advice as required from this early stage.

ASIC Action over Failure to Produce Documents:

In proceedings commenced n the Federal Court, ASIC sought an order against AMP compelling them to produce various documents.

This session will outline those proceedings and will highlight the implications for in house counsel, their external lawyers and their client.

Presented by: Justin Brereton, Barrister, Victorian Bar

The Hayne Report – Culture, Expectation, Caught in The Middle 

A significant takeaway from the fallout of the Hayne Report is the pressure on in-house counsel to navigate a client’s expectation that client documents  submitted to third parties may be ‘crafted’ in such a  way that is borderline unethical and misleading. What is acceptable and what crosses the line from ‘creative writing’ to a misleading statement? You can't afford to get this wrong.

Presented by: Matthew Critchley, Partner, Corrs Chambers Westgarth

Learn to Say No And Still Retain The Board’s Confidence 

Influencing and building trust between the in-house counsel, the CEO, the board and staff depends on the ability of the in-house counsel being confident, calm and approachable. These skills are important in showing them that whilst you 'have their back' you will also need at times to be firm and direct in your advice, even if it results in strong objection or at worst, obstruction. The CEO, board and the staff will more readily accept advice they don't want to hear if they respect the in-house counsel giving that advice.

This session will outline the essential ways to increase your confidence and build healthy relationships and the ability to effectively influence the CEO, board and staff.

Presented by: Michael Neilson, General Counsel and Company Secretary, Slater + Gordon Lawyers

Agreeing to Agree – When Letters of Intent or Heads of Agreement Become Binding 

Despite a common misconception that you can’t have an agreement to agree, in a number of significant decisions the courts have found that “in principle” or heads of agreement expressed to be “subject to contract” may sometimes be enforceable.

This session will examine the circumstances where this can occur inadvertently, as well as appropriate mechanisms to minimise dispute where the parties do intend for their preliminary agreement to be binding. It will also consider the risks of negotiations surrounding the initial agreement being deemed misleading and deceptive conduct.

Presented by: Alex Bannister, Special Counsel, Lander & Rogers 

Preparing Memorandums of Advice to the Board - Clarity, Clear Communication and Simplifying your Advice  

Being able to simplify complex concepts and giving succinct yet full advice are communication and drafting skills that are requisite for all in-house counsel. Long complicated advice may 'cover' you but be confusing for the client to understand and may prolong the process. Getting the point across and making it clear about the decision that you are seeking, will increase the chances that the client will make the decision you need.

This session will outline the non-negotiables when it comes to clear communications and advice to the CEO and the board.

Presented by: Bob Milstein, Lawyer, Plain Language Trainer and Document Writer, Words and Beyond

How Vulnerable Are Your Staff – Cyber Threats and Security 

It's easy to be fooled by cyber criminals. Cyber criminals are better than ever at targeting businesses and are always a step ahead. Psychological tools and manipulation are now being used to gain access to confidential information.  As you increase your technology protections how can you be confident that it's going to make a difference?  Your staff are prime targets for cyber criminals to groom and then infiltrate your organisation, and staff are often unaware they have been used to gain access to systems and confidential information, until it’s too late.

This session will outline how your staff and organisation may be targeted and how to put simple yet effective training and protections in place to block common vulnerable entry points.

Presented by: Craig Macaulay, Executive Director, KordaMentha 

Technology, Processes, Change – Getting ‘Buy In’ 

How do you get your team and the boards agreement on the choice and implementation of technology? How do you identify the need, the technology and explain the benefits in a way that is simple to understand? What does an advice to the board need to include and cover, in order to get sign off? And how do you get your team to agree to the implementation of technology that will improve efficiency but may also reduce the size of the legal team or support team?

This session will outline the technology issues that are essential for every in-house counsel to understand, and how to overcome the challenges that flow in terms of board and team 'buy in'.

Presented by: Cil van der Merwe, Senior Legal Counsel and Director, Plexus

Privacy Compliance for In-House Counsel

• Overview of the Australian Privacy Principles
• Recent cases and guidance
• The first year of the mandatory data breach notification regime
• Extra territorial reach of the General Data Protection Regulations of the EU
• Building an effective privacy compliance program in-house (including Privacy By Design, internal data management and due diligence of third parties)

Presented by: Adrian Hill, General Counsel & Company Secretary, Open Universities Australia

Digital Governance and Social Media 

• Managing your in-house social media community to manage legal risk
• Hot topics in social media litigation
• Practical suggestions for resolving social media related disputes

Presented by: Madeline Edwards, Legal Counsel Senior Specialist, Telstra

Data Security, Cyber Attacks and the Role of In-House Counsel

• Why should you worry about data security and cyber attacks?
• What are the current cyber challenges facing businesses in Australia
• What are the essential risk management tools to minimise the occurrence or impact of an attack?
• What is the role of in-house counsel?

Presented by: Jhin Chiu, Senior Specialist Legal Counsel – Regulatory, Telstra

Legal Professional Privilege for In-House Counsel 

• Fundamentals of legal professional privilege – a refresher
• Privilege issues faced by in-house counsel
• Commissioning expert reports: lessons from the authorities
• Waiver – practical tips for how to avoid losing privilege

Presented by: Jacob Uljans, Partner, Hall & Wilcox

Ethics for In-House Counsel

• Conflict of interest-specifically around the tension between being a member of the management team interacting and possibly being friends with colleagues vs the duty to inform and advise the client should any staff reveal issues that should be reported to the client but may incriminate the staff member themselves.
• Duty to not assist the client to mislead any third parties. Specifically, around preparing reports that go to regulators. And interacting with external lawyers in a way that doesn’t compromise the in-house counsel’s independence.
• The risk of loss of independence and objectivity when advising the client in matters that may impact on the in-house counsel’s own personal position.
• Opinion shopping – managing a difference of opinion between external lawyers and in-house counsel.
• Managing pressure from senior management and colleagues to give legal advice that may compromise in-house counsel’s ethical and professional obligations.

Presented by: Michael Dolan, Director, ethics4lawyers

Managing the Tender Process

• More than just Ts and Cs – how to set expectations on when to get legal involved?
• Juggling risks, adding value, working with sales, estimators, decision makers and the delivery team
• Establishing governance frameworks
• Observations on market – bid sweatshops

Presented by: Sally Rogers, Principal, In-house legal specialist services, Sally Rogers Legal Services

Corporate Practising Certificates – What insurance cover do you have or need?

• Understanding the corporate practising certificate
• Who is your client?
• What is your role– what does your employment contract say?
• Is your position complicated by corporate groups?
• What insurance cover do you have or need?

Managing the in-house function

• Why are you there? What is your role and what is your value?
• How do you move from “trusted advisor” to “business partner”?
• What do you do? Prioritizing the work with maximum impact, and managing client expectations and demands

Presented by: Luke Ortisi, Senior Corporate and Financial Services Lawyer, K2 Asset Management Ltd