Management tactics for in-house counsel operating in

Management & tactics for in-house counsel operating in the ‘Zone of Insolvency’ IBA Corporate Counsel Forum October 6, 2009 - Madrid E. Leigh Dance, President, ELD International www. ELDInternational. com www. eldinternational. com – 6 October 2009, Madrid

In-house Lawyer Responsibilities Operating in the ‘Zone of Insolvency’ Ø Financial/legal Cash pooling Backdating Re-negotiation of credit facilities Ø Employment/labor Mass dismissals Retaining key personnel Ø Liability & Risk Management Subsidiary board members In-house counsel Regulatory issues www. eldinternational. com - 6 October 2009, Madrid

In-house Lawyer Responsibilities Operating in the ‘Zone of Insolvency’ Ø Management • Dealing with shareholders, creditors, suppliers, clients • Conflicts of loyalties • Unwinding of a complex, tax-driven corporate structure • Retaining advisors – the issue of independence Ø Multi-disciplinary • Identifying restructuring options (e. g. pre-insolvency proceedings, EU Regulation on cross border insolvencies) www. eldinternational. com - 6 October 2009, Madrid

In-house Lawyer Responsibilities Operating in the ‘Zone of Insolvency’ Other issues that will arise: l Your organization’s healthy businesses need ongoing legal support l Your in-house legal team needs to be managed l Legal risks rise with distracted employees : compliance issues, accidents, corruption (kickbacks, etc. ) l Pressure to misstate financial reporting l You’re in the spotlight: what do you say? l Everyone is nervous: inquiries from third party providers, suppliers, customers www. eldinternational. com - 6 October 2009, Madrid

In-house Counsel: How to Succeed in the ‘Zone of Insolvency’ l Organize, delegate, communicate l Use project management tools and discipline l Identify responsible individuals for issues: clarify spokespeople, accountability, approval chain l Be decisive l Align repetitively with other key functions l Be positive: “We are going to get through this. ” www. eldinternational. com - 6 October 2009, Madrid

In-house Counsel: How to Succeed in the ‘Zone of Insolvency’ l l Ask the questions no one dares to ask. Keep your Board(s) involved. * Line up your outside advisors early. Stay in touch with your stakeholders; consider unconventional ideas. * l Conduct a serious risk assessment, then try to prepare for the unpredictable. * l Prepare checklists - contact info for key individuals, affected constituencies. *From Peter Beshar, EVP and GC, Marsh & Mc. Lennan Group , “Living through a Corporate Crisis and Preparing for What Might Come Next, ” from Bright Ideas: Insights from Legal Luminaries Worldwide, Mill City Press, 2009 www. eldinternational. com - 6 October 2009, Madrid

In-house Lawyer Responsibilities - Operating in the ‘Zone of Insolvency’ “When you are going through hell, by all means keep going. ” www. eldinternational. com - 6 October 2009, Madrid