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PRESIDENT'S MESSAGE

Jennifer Sadoff

Deputy General Counsel, AvidXchange, Inc.

I hope 2023 is off to a great start for everyone! I am very excited to begin my term as the President of ACC Charlotte.  As I write this letter on the first day of Spring, the sun is shining and while it is a cold morning in Charlotte, we expect to reach 80 degrees by the end of the week.  If you are anything like me, that means getting outside for a walk, meeting up with friends for a cocktail on a patio, or just enjoying what our great city has to offer.

We have another fantastic year of events planned and I am happy to announce that the majority of these events are finally back in-person!  We have CLEs, social events and community service opportunities throughout the year and I honestly believe that with such a great line-up, there is something for everyone.  In case you haven’t heard, our last monthly CLE event at Byron’s will take place in April since the property has been sold, but have no fear, we are working diligently to find another great space to accommodate both our members and our sponsors.  More to come on that soon.  We also plan to host a new version of Casino Night in early September, and I absolutely cannot wait to reveal more details on that, as well.

With so many upcoming events, I truly hope that we can all reconnect with each other and with our sponsors.  Our chapter continues to grow and is more than 750 members strong.  Please encourage your peers who are not yet members to join and those who have not attended events in the past to engage and become involved.  Not only have I made great connections through my membership at ACC Charlotte, but I have also made many friends.

I look forward to a very successful year ahead and I hope we will cross paths at an upcoming event!



Welcome ACC Charlotte New Members!

December 2022 - February 2023

Fatina Allen, Counsel, Wells Fargo Law Department

Laura Arredondo-Santisteban, Corporate Counsel, Lowe's Companies, Inc.

Malika Baker, Compass Group USA, Inc.

Christy-Anne Betler, Senior Counsel, Wells Fargo Law Department

Susan Callaghan, Lead Counsel, Wells Fargo Bank, N.A.

Shatoria Coleman, Business Execution Associate; Strategy, Legal Analysis & Administration, Wells Fargo Law Department

Logan Dalton, Brighthouse Financial

Jeffrey Firestone, Chief Legal Officer, RXO

Shannon (Finucane) Gilligan, VP, Sr. Associate Counsel, Charlotte Hornets

Vera Gurova, Senior Counsel, Wells Fargo Law Department

Katie Heath, General Counsel, Copia Power

Morgan McNeil, Corporate Counsel, Bojangles Restaurants, Inc.

Harry Muilenburg      

Christopher Patrick, General Counsel, Professional Pickleball Association

Sharon Puckett, Counsel, Honeywell International Inc.

Katie Ramseur, Principal Corporate Counsel, Cisco Systems, Inc.

Akya Rice, Senior Corporate Counsel, Trane Technologies

Shamelle Richards, Corporate Counsel, Adaptive Health

Kevin Spontak, Legal Counsel, SERC Reliability Corporation

Craig Williams, Senior Counsel | Cards and Merchant Services Section, Wells Fargo Law Department

How to Protect Your Business

in the Face of the FTC’s Proposed Noncompete Ban

This article was published on February 22, 2023 in Corporate Compliance Insights

by Parker Poe partners Steve Carey, Sarah Hutchins, and Tory Summey. 

Steve Carey

Partner

Parker Poe

Sarah Hutchins

Partner

Parker Poe

Tory Summey

Partner

Parker Poe

The Federal Trade Commission’s proposal to ban noncompete agreements has provoked an Edvard Munch-type scream from business leaders in essentially every industry sector. The reaction makes sense, as noncompetes have become a key part of many businesses’ strategy to protect themselves from loss of personnel and information to their competitors.

If the FTC is ultimately successful in banning noncompetes — and that is a big “if,” as we will discuss below — other defensive options remain. Companies that are overly reliant on the protections afforded by noncompete agreements should take the time to reconsider their strategies even if the ban does not take effect.

Aside from the FTC’s current posture, a number of courts across the country are already more reluctant to enforce noncompetes. Some existing state-level legislation also targets these agreements, making other protective agreements and information practices critical in many areas of the country. Further, as noncompetes become subject to more limitations, we anticipate competition litigation to increasingly center around other activity, especially trade secret misappropriation.

In early January, the FTC published a proposed rule that would declare most U.S. noncompetition agreements unlawful, with limited exceptions. The rule would proactively prohibit employers from entering into noncompete clauses and require employers to rescind all existing noncompete clauses. It would also preempt all inconsistent state and local laws or regulations.

While the proposed rule would invalidate a multitude of agreements, it also includes important exceptions. The definition of a noncompete clause would not include ordinary nondisclosure agreements or client/customer non-solicitation agreements. Additionally, the rule would permit noncompete agreements between the buyer and seller of a business in order to protect the value of a business acquired by the buyer. While these exceptions would be important to businesses in the merger and acquisition space or those intent on protecting key business relationships, the rule clearly contemplates putting an end to the traditional employee noncompete agreement.

Even if the FTC’s proposed rule gets scrapped, now is a good time to consider all available competitive defenses at your disposal. States already increasingly view noncompetes with skepticism, with California, Oklahoma and North Dakota, for example, passing laws strictly limiting such clauses. The FTC’s proposed rule will likely get the attention of other state legislatures, who may use parts of it as a blueprint for their own laws. There are also numerous courts that have curtailed the reach of noncompetes, often ruling they are too broad.

Companies should be thoughtful about the restrictions they are using right now and what other tools they should consider. A few options available for companies to protect themselves without utilizing non-compete agreements include: 

• Requiring non-solicitation agreements for employees responsible for key relationships, such as with clients, customers, referral sources, and vendors. 
• Utilizing nondisclosure agreements for all employees with access to proprietary information. 
• Providing robust onboarding and offboarding procedures to ensure valid agreements, protection of data, and the return of information upon departure.

Click here to continue reading our article in Corporate Compliance Insights for more insight. 

Steve Carey, Sarah Hutchins, and Tory Summey are partners at Parker Poe in North Carolina. Parker Poe associates Jasmine Little and Zack Anstett also contributed to the article.

Parker Poe is a full service business law firm that represents clients in business and real estate transactions, regulatory issues, and complex litigation. Parker Poe has more than 275 attorneys serving clients from eight offices in Charlotte and Raleigh, North Carolina; Charleston, Columbia, Greenville, and Spartanburg, South Carolina; Atlanta, Georgia; and Washington, DC.

We've kicked off the new year with about a dozen events this quarter, including not only our usual CLEs but a social event, a New to In House event and our first Professional Development event. Thank you to all those who joined us over the last couple months and especially to all our new committee chairs and members for 2023. ACC Charlotte is very grateful for another year to spend with all of you, connecting in-house counsel with local firms.

We are amping up our social media in 2023!

If you haven't already, please like and follow us on Facebook and LinkedIn.

New to In House Affinity Event:

School of Hard TALKS

Sponsored by Parker Poe - 3/28/23

Tough conversations are a critical part of every in-house job. Your business partners seek counsel. But often situations arise that may not involve clear legal issues or which may be clouded by internal factors and politics. This event helped in-house counsel learn how to handle these situations and manage risk for their organization. Attendees joined a hands-on session to role play and build skills by learning tips to handle these tough conversations. The School of Hard Talks was a fun and easy way to address these difficult conversations while our members also had an opportunity to connect with other in house counsel at STIR Charlotte over craft cocktails and canapés.

Thank you to Parker Poe for sponsoring this event.



Building Your Brand by Telling Your Story:

The Art of Self-Promotion for Corporate Counsel

Sponsored by Womble Bond Dickinson (US) - 3/16/23

Building a strong brand is critical to success in the legal profession. As an in-house lawyer, you must excel at telling your story if you want to reach your professional goals. But, how do you let your internal clients, peers and colleagues know about your strengths, accomplishments and brand without coming across as arrogant? Building upon the concepts in her book, The Art of Self-Promotion: Tell Your Story, Transform Your Career, Debby Stone shared how attendees can become more comfortable talking about themselves and what they do while maintaining humility. With a focus on brand building and how being the most confident version of yourself leads to greater success, Debby put these skills into context for every career stage and helped attendees understand the power of promoting themselves confidently, gracefully and authentically.

Our members enjoyed heavy hors d'oeuvres and cocktails at Rooster's Wood Fired Kitchen in South Park along with an opportunity to mingle and network with each other and Womble attorneys.

Thank you to Womble for sponsoring this event.



Let the Good Times Roll

Sponsored by Littler - 3/9/23

ACC Charlotte members and Littler attorneys met for some friendly bowling competition at Bowlero on Park Road. Cocktails and delicious food were served along with plenty of strikes and spares!

Thank you to Littler for sponsoring this event.

The Power of a Good Story:

Bringing Narrative Power to the Advocacy of Every Business Dispute

Sponsored by Robinson Bradshaw - 1/11/23

Speakers:

John "Buddy" Wester, Stephen Cox, and Rob Harrington

Robinson Bradshaw

For most of us lawyers, analyzing a legal problem rightly focuses on dissecting the material facts, applying the right law, and reaching a sound, supportable legal conclusion. But it’s never too early in any dispute to start thinking about advocating your position with a story that sells. Whether you are informally making an argument to opposing counsel in a business transaction, seeking technical legal relief from a panel of arbitrators, or delivering a plea for justice to a jury, finding the right story can make the difference between persuasive advocacy and... something else. 

At our first Chapter Meeting of 2023, Robinson Bradshaw's panel of trial lawyers talked about the role that narrative techniques play in the resolution of ordinary and extraordinary legal disputes—with just the right number of war stories thrown in.

Thank you to Robinson Bradshaw for sponsoring this event.

Dispute Resolution and Disposition through Film

Sponsored by Parker Poe - 1/24/23

Presenters:

Morgan H. Rogers and Alli S. Davidson

Parker Poe

Thriller. Drama. Comedy. Business litigation can be all of these and more. Parker Poe’s Morgan Rogers and Alli Davidson presented a webinar to our members outlining the general litigation process, strategies for settlement and dispositive motions, along with the how litigation decisions can impact legal spend. Every case should tell a story, and the presenters used cinematic plot lines to help discuss the life of a case. Topics included settlement and mediation strategies, litigation expenses associated with Expert Witnesses and Discovery, and Motions to Dismiss and Summary Judgment Motions.

Very generously, Parker Poe also delivered wine to all those who attended this webinar! Thanks to all 110 members who joined us for this first webinar of the year.

Thank you to Parker Poe for sponsoring this webinar.

From Flights to FTX: A 2023 Economic and Legal Forecast

Sponsored by Shumaker - 2/1/23

Presenters:

David Conaway, Shumaker

Ted Kaplan, City of Charlotte

John E. Silvia, Dynamic Economic Strategy

This presentation brought together a panel of experts to discuss the 2023 economic forecast and legal issues related to the economic climate. The panelists examined these issues through the lens of two real-world examples. Part of the discussion focused on the collapse of the FTX cryptocurrency exchange, including its Chapter 11 case, legal claims against founder Sam Bankman-Fried for fraud and embezzlement, the role of the Bahamian government, and the likely regulatory reaction. Closer to home, Charlotte Douglas International Airport, the world’s fifth busiest airport, offered a case study in managing contractual relationships with parties, such as airlines, that face labor shortages and increased operating costs in a competitive market.

Thank you to Shumaker for sponsoring this event. 

Emerging Issues in Third Party Contract Negotiation

Sponsored by Moore & Van Allen - 2/9/23

Speaker:

Suzanne Gainey

Moore & Van Allen

This webinar presentation focused on emerging issues in negotiating contracts with third parties, in particular with third party suppliers and vendors. Over the last several years, the material issues in third party contracts have shifted, and we are consistently seeing certain provisions become sticking points that used to be fairly standard (e.g., carve outs to the liability caps, exceptions to indemnity obligations, etc.). During this CLE, Suzanne Gainey of MVA provided concrete examples of the issues we continue to see as sticking points, along with potential fallback language that may be helpful in negotiating a wide variety of contracts.

We had a record-breaking number of 155 members join us virtually for this presentation!

Thank you to Moore & Van Allen for sponsoring this webinar. 

A New Privacy Paradigm: Risks, Trends, and Best Practices

in the Shifting Landscape of U.S. Privacy Laws

Sponsored by Winston & Strawn - 2/16/23

Presenters:

Alessandra Swanson and Sean Wieber

Winston & Strawn

Alessandra Swanson and Sean Wieber, Co-Chairs of Winston & Strawn’s Global Privacy and Data Security practice, gave an informative webinar program on the new era of U.S. privacy laws. As personal information becomes increasingly commoditized, companies must navigate a growing maze of laws and regulations imposing restrictions on the collection, storage, and use of consumer data. From SMS marketing to data breaches to privacy policy requirements to capturing consumer browsing activity on your company’s website, the program provided attendees with an overview of the wide range of privacy issues facing corporate counsel, including the laws that are creating a significant wave of bet-the-company litigation. The speakers also shared practical tips and best practices that companies can start implementing now to help mitigate privacy risks.

Thank you to Winston & Strawn for sponsoring this webinar.

Received a bankruptcy notice? Don’t ignore it.

Sponsored by Fox Rothschild - 3/1/23

Presenters:

Michael Sweet, Brian Anderson, and Deana Labriola

Fox Rothschild

Fox Partners Michael Sweet (Chair, Financial Restructuring and Bankruptcy), Brian Anderson (Financial Restructuring and Bankruptcy) and Deana Labriola (Corporate and Transactional), covered the basics of creditor’s rights, starting with what you should do when you receive notice from some far-off court that your customer/vendor/landlord has filed for bankruptcy protection. They also discussed ways to avoid or mitigate financial risks, especially when vendors and even clients are in financial distress. Creditors have rights, and there are ways to protect those rights, starting with – responding to that first bankruptcy notice.

Fox had some great giveaways at the end - we appreciate all the members who attended this Chapter Meeting at Byron's.

Thank you to Fox Rothschild for sponsoring this event.

Attorney-Client Privilege Refresher for In-House Attorneys

Sponsored by Poyner Spruill - 3/7/23

Presenters:

JM Durnovich and Rohun Shah

Poyner Spruill

This webinar ethics presentation covered attorney-client privilege in the corporate setting, specifically from an in-house counsel perspective. The topics explored included examining the scope of attorney-client privilege in corporate settings, reviewing common mistakes that result in inadvertent waivers, and understanding the extent of subject-matter waivers. The session also discussed best practices for in-house counsel to safeguard attorney-client privileges within their organizations and focused on both the Rule of Professional Conduct 1.6, which emphasizes the importance of preserving client confidentiality, and the Federal Rule of Evidence 502, which legalized certain guidelines on waivers in federal proceedings.

Thank you to Poyner Spruill for sponsoring this webinar.

Risk Shifting in Commercial Contracts – Current Market Trends

Sponsored by Troutman Pepper - 3/23/23

Presenters:

Brandon Woods

Troutman Pepper

This webinar covered current market trends in negotiating U.S. based technology and commercial contract agreements—perspectives from both the buyers and service/goods providers. The speaker discussed risk shifting positions related to technology security to protect customer data, viable indemnities, warranties, limitations on liability, and for the purchase of goods, gave a primer on battle of the forms — when it applies, and when it does not.

Thank you to Troutman Pepper for sponsoring this webinar.

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The contents of this newsletter are intended to convey general information only and not to provide legal advice or opinions. The contents of this newsletter should not be relied upon for legal or tax advice in any particular circumstance or fact situation. The information presented may not reflect the most current legal developments. No action should be taken in reliance on the information and we disclaim all liability in respect to actions taken or not taken based on any or all of the contents of this site to the fullest extent permitted by law. An attorney should be contacted for advice on specific legal issues.

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