Bryn R. Vaaler Director of Professional Development Dorsey & Whitney LLP

Transcription

1 Introduction to Bryn R. Vaaler Director of Professional Development Dorsey & Whitney LLP Legal Information Institute Distance Learning Workshop June 2001 Cornell Law School

2 The ultimate goals of professional development are at the heart of Dorsey & Whitney s core values of excellence, unity, professionalism, community and investment in the future. Dorsey & Whitney Professional Development Plan

3

4

5 M&A Update M&A Update Corporate Governance ➊Can it be done mechanically? Statute Case law interpretation M&A Update Corporate Governance ➋Is it consistent with fiduciary duties? Care and loyalty Case law Standards of review

6 M&A Update Delaware Standards of Review Business judgment rule good faith decision disinterested reasonably informed rationally related to best interests of corporation Aronson v. Lewis, 473 A.2d 805 (Del. 1984); ALI Principles of Corporate Governance Section 4.01(c) M&A Update Delaware Standards of Review Middle ground tests Revlon v. MacAndrews & Forbes Holding, Inc., 506 A. 2d 173 (Del. 1985) initiating an auction or sale involving break up or change of control last control premium M&A Update McMullinv. Beran 765 A. 2d 910 (Del. 2000) ARCO 80% Extends Revlon to change of control even where corporation already under control Acquiror ARCO Chemical 20% Public

7 Fall 2000 New Lawyer Training Schedule of Events All times are Central Time Tuesday, November 7, :30-8:00 p.m. Hospitality Room, The Grand Hotel lobby 615 Second Avenue South Minneapolis, MN Wednesday, November 8, th Floor Dome Room 7:30-8:00 a.m. Breakfast with the Management Committee 8:00-8:30 a.m. Our Core Values (Hendrixson) 8:30-9:30 a.m. Firm Organization, Client Base, Client Service and Professional Development (Clinton, Levine, Vaaler) 9:30-9:45 a.m. Our History 9:45-10:00 a.m. Break 10:00-11:00 a.m. Ethics and Loss Prevention (Tinkham, Wernz) 11:00-11:15 a.m. Break 11:15-12:15 p.m. Law and Technology (A. Carter, Jack, Levine, Meltzer) 12:15-1:15 p.m. Lunch Dorsey & Whitney as a Business (Comstock, Cotie, Diviney, MacKenzie) 1:15-2:15 p.m. Celebrating Our Diversity (Lawyer Panel) 2:15-2:30 p.m. Break [split into groups]

8 Business 2:30-5:00 p.m. Contract Drafting (Malfeld, Sawyer, Vaaler) TRT 2:30-3:30 p.m. Brief Writing (Lancaster) 3:30-4:30 p.m. Motion Practice (Hammell) 4:30-5:00 p.m. Basics of Appellate Practice (Wahoske) 6:00 p.m. Fun at City Billiards 25 North 4th Street Minneapolis, MN Thursday, November 9, th Floor Dome Room and Board Room 8:15-8:30 a.m. Continental Breakfast [split into groups] Business 8:30-10:30 a.m. What Every Business Group Lawyer Should Know About Basic Corporate Practice (Hillier, Vaaler) TRT 8:30-9:30 a.m. Written Discovery (Pluimer) 9:30-10:30 a.m. Attorney-Client Privilege and Work Product (Wernz) 10:30-10:45 a.m. [Break - Move to The Grand Hotel Ballroom, 5th Floor] 10:45-12:00 p.m. Oral Communication (Brian Johnson) 12:00-1:00 p.m. Lunch Evaluation and Advancement (Lauth, Oyaas) 1:00-2:00 p.m. Discuss strategy with contract negotiation teammates 2:00-4:00 p.m. Small Group Negotiation with Observer/Coach (Johnson, Vaaler, Business and TRT Group Partners) 5:00-7:00 p.m. Reception in The Grand Hotel lobby

9 Friday, November 10, th Floor Dome Room 8:15-8:45 a.m. Continental Breakfast Pro Bono (Langdon) 8:45-9:45 a.m. Working with Others (Bauer, Brophy, P. Carter) 9:45-10:00 a.m. Break 10:00-11:00 a.m. Life Outside the Firm - Developing the Whole Person (Alexander, Broich, Lynch, Raphan) Business TRT 11:00-12:00 p.m. Oral Presentations Taking and Defending (Johnson, MacKenzie, Depositions Vaaler) (Aaron) 12:00-12:30 p.m. Lunch Work Product Database, Docket and Graphics (Fraser, Jones Hicks, Oberdorfer, Stiff) Business TRT 12:30-1:30 p.m. Oral Presentations Oral Arguments (Johnson, MacKenzie, (Johnson, Vaaler Vaaler) TRT Partners) OR Library and Internet/Intranet Resource Training (Jack) 1:30-2:30 p.m. Oral Presentations Oral Arguments (Johnson, MacKenzie, (Johnson, Vaaler Vaaler) TRT Partners) OR Library and Internet/Intranet Resource Training (Jack) 2:30-3:30 p.m. Oral Presentations Oral Arguments (Johnson, MacKenzie, (Johnson, Vaaler Vaaler) TRT Partners) OR Library and Internet/Intranet Resource Training (Jack)

10 WINTER 2001 BUSINESS GROUP NEW LAWYER TRAINING All sessions will be held on the 12 th floor of the firm s Minneapolis office and taught by Dorsey & Whitney partners and outside experts. Written materials will be handed out at the sessions. Frequent breaks will be taken. Dress is business casual. Wednesday, February 7, :15 a.m. - 8:45 a.m. Welcome and Overview 8:45 a.m. - 12:00 noon Introduction to Due Diligence What is due diligence? The relationship between due diligence and risk allocation through reps and warranties, indemnification Principal goals of due diligence Planning due diligence strategies Due diligence request lists and data rooms; etiquette during due diligence visits Documenting the investigation (making copies, master and individual back up memos, etc.); getting back to the partner and client with due diligence information and issues on a timely basis; due diligence and file retention 12:00 noon -1:30 p.m. Lunch [provided] 1:30 p.m.-5:00 p.m. Introduction to Due Diligence (cont d) How to work with client personnel and other firm experts as a diligence team Specific types of due diligence. How to do it: -Charter documents -Minute books -Stock checks -Contracts -Legal compliance -Intellectual property -Interviewing people -Site visits -Auditors -Other experts Special tools and techniques -D&O Questionnaires -Comfort letters -UCC 1 searches -auditor litigation letters -auditor management letters -Internet techniques

11 Thursday, February 8, :00 a.m.-12:00 noon What Every Business Group Lawyer Must Know about Financing a Business from Start-up to Maturity Founder financing 3Fs financing Venture capital financing IPOs Public company debt and equity financing Warrants Rudiments of bank and other debt financing 12:00 noon -1:30 p.m. M&A Practice Group Lunch: Structural Issues in M&A 1:30 pm-5:00 pm What Every Business Group Lawyer Must Know about Legal Opinion Practice, including Audit Response Letters Third-party legal opinions in business transactions Firm opinion manual Firm opinion policies Ethical problems in third-party opinions Basic opinion points Opinion structure ABA Third-Party Opinion Report and other opinion guidance Policy, procedures and ethical issues in audit response letters Friday, February 9, :30 a.m.-10:30 a.m. Legal Writing Clinic (Steve Wilbers) Columnist and author Steve Wilbers discusses good writing Followed by one-on-one consultations with participants

12

13

14 Dorsey U Partner-of-the-Year Award One of the most important functions of a Dorsey & Whitney partner is to teach and mentor associates and other firm lawyers on the job. Effective on-the-job teaching and mentoring are at the heart of our firm s core values because they promote excellence and professionalism, build and support firm unity and community and constitute an important investment in the future. Partners who work hard to teach and mentor associates and other firm lawyers on the job should be rewarded in a meaningful manner in their annual compensation. In addition to making effective on-the-job teaching and mentoring a criterion for compensation, a Dorsey U Partner-of-the-Year Award should be created that would symbolize the value that the firm puts on this crucial aspect of partnership. Structure and Process Award given annually at the Firm function beginning February 2001; presented by Managing Partner. Up to four winners each year: at least one from Business Group and one from TRT Group. Only partners are eligible. All non-partner lawyers from all offices will be able to nominate for this award. Nominations conducted during the first two weeks in January each year. Nominations to contain short description or explanation of why nominated partner deserves award under criteria. Anecdotal examples highly encouraged. Once nomination process completed, committee formed to select winners. Selection committee to consist of Director of Professional Development, chair of Professional Personnel Committee, chair of Diversity Forum, three nonpartner lawyers representing the Council and one nonpartner lawyer from each of Lawyers of Color, GLBT and Women Lawyers. Members of selection committee are not eligible for award. Project specific Criteria Feedback and constructive criticism. Partner gives helpful feedback and constructive criticism in timely manner on lawyer performance. Adequate information and guidance. Partner consistently provides adequate information and guidance on projects assigned to permit efficient performance and optimal on-the-job learning. Delegating, not dumping. Partner assigns projects appropriate to lawyer experience, knowledge, workload and skill levels so that lawyer is challenged, working hard and learning fast, but not completely overwhelmed and lost. Partner provides adequate supervision and access for guidance on difficult questions and judgment matters. General Substantive law. Partner is willing and able to provide background guidance on substantive law. Lawyering skills. Partner takes time to explain, demonstrate and coach on lawyering skills: teaching associates how to draft relevant documents, efficiently carry out research, do depositions, work through complex transactions, deal with clients, negotiate with opposing counsel and generally deal with difficult situations. Guidance on professionalism and ethics. Partner gives guidance on ethical issues and helps instill a sense of professionalism and pride in our profession. Partner serves as role model. The Award Round trip air tickets for two. First-class anywhere in continental United States or coach-class anywhere in the world. Donation. $1,000 donation in partner s name to educational institution or organization of his or her choice. Dorsey U Partner-of-the-Year memento for office.

15 This certifies that BRYN VAALER attended THE FUTURE OF LAW on February 10, 2001 at The Minneapolis Hilton and Towers, Minneapolis, Minnesota which was approved in accordance with the requirements of the Minnesota State Continuing Legal Education Board for 2.75 credit hours Sponsored by