FOCUS. Inside. President s Message Christopher Tucci 1Q2014

Inside 1Q2014 2.... Upcoming Events Save the Date! 2.... Be Empowered and Protected 2.... Meet One of Our Newest...Board Members 3.... ACC Speaks with General Counsel...and Chief Legal Officers about Th eir Changing Roles 5.... ACC News 6.... 2014 Sponsors 6.... 2014 Strategic Sponsor Firm Profile 7.... Gold Level Strategic Sponsor s Article 8.... Welcome New Members! 9.... Recent Chapter Events 10.. Call for Nominations for ACC s 2014... Excellence in Corporate Practice Award 10.. Meet Our 2014 Chapter Officers...& Board of Directors 10.. Board Members and Contacts FOCUS President s Message Christopher Tucci Welcome to the 2014 ACC Chapter year! This is an exciting year for our Chapter because it is our 10 th Anniversary year and we have many events planned for this year. I would be remiss if I did not mention that we are very appreciative of the leadership of Doug DeMoss as our Chapter s President last year and all of our Officers, Board Members and Committee Chairs/Co-Chairs. Last year was a year of growth and we had many excellent programs all of which had very high participation numbers. For those of you that may not be aware, Doug has relocated to Virginia to take a new position. We thank him for his leadership and wish him the best in his transition. For those of you that do not know me, I have been involved and have served in various leadership positions in the Chapter for about eight years. I am recently took an new position as a Practice Group Manager with BB&T Corporation s Legal Department and when I am not working I am usually spending time with my family or haunting the local golf course. It is hard to believe that our Chapter started with less than ten attorneys who all got together to form the Chapter back in 2003. In its inaugural year, the Chapter led less than a half a dozen events and now we have grown to over 50 events a year. We have many Committees and also have four Affinity Groups serving the Chapter. One thing that has not changed is that while we now have over 425 members, we are still a small chapter at heart and the closeness of many of the relationships formed through Chapter events remains. I am honored to serve as the President this year, but I want the members to remember that I, along with all of the other Chapter Officers, am simply the stewards of the Chapter. The Chapter belongs to the members and I ask that you get involved by attending events, volunteering for a Committee or do what I did eight years ago, simply walk up to the President and say How can I help. I promise that you will not regret it and you will make a few new friends along the way. Last week I had the pleasure of chairing the first Board of Directors Meeting of the new Chapter year. During this meeting the Board spent a good amount of time discussing the Strategic Plan and the Chapter s Goals for this year. As the Chapter has grown in size, we have taken the opportunity to focus less on overall Chapter goals and focus more on pushing specific goals down to the Committee and Affinity Group levels. We are also becoming more active in the Charlotte non-profit community and these activities will enrich our community and our Chapter in the years to come. One area that we spent a lot of time discussing was the Sponsorship and Programming Committee. Dennis O Brian will be working with Natasha Alxeeva and Russell Traw to make sure that all of our programming efforts are adding value to our member s practices and that our Sponsors are finding good value in their association with our Chapter. There is also much other important work being done by the other Committees this year, including, Communications, which will be expanding our outreach efforts, Membership, Career Development, Pro-Bono, our new Advocacy Committee and last but certainly not least our Social Committee. All of these Committees are seeking new members, so again the Chapter would benefit from your involvement. In terms of the Affinity Groups, this will be an exciting year to belong to an Affinity Group. For those of you who may not know, we have Affinity Groups for Women, Manufacturing, Financial Services and this year we added Energy. These Groups were formed with the purpose of bringing together attorneys who share a practice area or other interests. The Affinity Groups offer targeted CLE opportunities along with networking and social events that are more causal. I encourage each member to find an Affinity Group and participate. For the most part, these are not closed groups, so if a topic or event interests you, feel free to attend. Also this year, we will be creating more social opportunities including our first official participation in an area continued on page 8

Upcoming Events Save the Date! Monthly Chapter CLE Event - Nuts and Bolts of Equity Joint Ventures April 2, 2014 12:00 PM - 1:30 PM Byron s South End 101 W. Worthington Charlotte, NC Winston-Salem Satellite Event: Executive Errors: Helping Companies Avoid Self-Inflicted Wounds April 3, 2014 4:00 PM - 5:00 PM Graylyn International Conference Center 1900 Reynolda Road Winston-Salem 27106 Food Poisoning and Fiduciary Responsibilities: Knowing When to Discuss the Details April 16, 2014 4:00 PM - 5:00 PM Myers Park Country Club 2415 Roswell Ave Charlotte, NC 28209 Manufacting Affinity Group: Facility Tour of Britax Child Safety & Breakfast May 6, 2014 8:00 AM - 10:00 AM Britax Child Safety, Inc. 4140 Pleasant Road Fort Mill, SC 29708 Monthly Chapter CLE Event - 2014 Employment Law Update May 7, 2014 12:00 PM - 1:30 PM Byrons South End 101 W. Worthington Charlotte, NC For more upcoming events, visit our chapter website at http://www. acc.com/chapters/charlotte/index. cfm?eventid=all Be Empowered and Protected Face your challenges better with help from two ACC Alliance partners who can help you prepare for whatever may come. Look at these two unique offers: Knowledge is power. That s what 16 th Century English philosopher and jurist, Sir Francis Bacon, famously stated. How would learning the settlement secrets of elite negotiators empower you? ACC Alliance partner, Agency for Dispute Resolution, is kicking off 2014 with an event exclusively for you, our members. They are bringing their top-caliber negotiation training developed and taught by core faculty of the #1 ranked Straus Institute to a broader base, at a deeply discounted introductory rate. To find out more, please visit www.negotiationispower.com. (Use promo code BIRD4 to save $125 if you register before February 28.) If nothing else, you ll receive a free copy of their latest whitepaper, The 5 POWER Plays to Victory in High- Stakes Negotiations. Now, imagine that you are investigated for the failure to provide legal advice even though no one sought your counsel. Is your silence a viable defense to liability or could a court find that you had a duty to speak up? Our ACC Alliance partner, Chubb, can help. Learn more from Chubb about malpractice issues unique to in-house counsel. Find out more about all of the Alliance partners at www.acc.com/alliance. Meet One of Our Newest Board Members: Keith Atkinson is Director, Associate General Counsel, in TIAA- CREF s Asset Management Law group, with a concentration in the Asset Management division s unregistered real estate and real asset investment products and funds. He is also involved in subsidiary governance matters and oversight and integration efforts with respect to recently acquired or affiliated companies. Mr. Atkinson also supports activity surrounding private equity funds, mezzanine debt investments and related investments, and SEC related matters (including the Securities Act, the Securities Exchange Act, the Investment Advisers Act and Regulation D). He is the primary attorney for the registered TIAA Real Estate Account. He also assists on various corporate compliance and regulatory issues, including the Dodd-Frank Act and the Volcker Rule. Mr. Atkinson practiced at King & Spalding LLP in Atlanta prior to joining TIAA- CREF. His concentration focused on public and private equity offerings, public and private debt offerings, mergers and acquisitions and Sarbanes-Oxley and related SEC compliance matters. Mr. Atkinson graduated from Wake Forest University magna cum laude and received his J.D. with honors from the University of North Carolina at Chapel Hill. 2 Charlotte Chapter FOCUS 1Q14

ACC Speaks with General Counsel and Chief Legal Officers about Their Changing Roles Justin A. Connor, ACC Senior Counsel & Director of CLO Services ACC has released several recent publications focusing attention on the areas that matter most to general counsel (GC) and chief legal officers (CLOs): benchmarking, knowledge sharing, best practices and thought leadership on the challenges of leading the legal department in today s complex corporate environment. In December 2013, ACC published Skills for the 21 st Century General Counsel, a report forming part of the ACC Executive Series, in cooperation with Georgetown Law s Center for the Study of the Legal Profession. In order to prepare the report, ACC had extended interviews with 28 thought leaders in the in-house legal profession including current and past general counsel of leading companies, independent directors of major companies, chief executive officers (CEO), executive recruiters and others. In cooperation with the National Association of Corporate Directors (NACD), ACC also surveyed 78 corporate directors. Finally, ACC surveyed 689 CLOs and GCs within its membership base to gather the following report findings. How ACC Serves CLO Members Effectively serving GCs and CLOs is one of ACC s key strategies identified in its Strategic Plan for 2013-2018. In line with its strategy, both the Skills for the 21 st Century General Counsel report and the annual CLO Survey support members by providing benchmarking data, comparison of key metrics and an overall sense of the most important issues facing CLOs today. ACC, through its CLO Services department, aims to encourage further engagement by CLOs in numerous ways, from participating in the CLO Club events, serving as faculty at the Annual Meeting, authoring or co-authoring an article or resource for in-house counsel and serving on ACC Advisory Boards to attending CLO Roundtables to benchmark with their peers, being profiled for the CLO Executive Bulletin and attending CLO events organized by chapters. ACC is also reviewing the executive education programs with an eye toward launching the ACC Executive Leadership Institute to develop exciting new programs for law department leaders and heighten existing efforts to increase CLO engagement. Ensuring that our association and its activities always remain relevant, practical and immediately useful to our members and their law departments is one of ACC s main priorities. To that end, CLO Services is pleased to offer the following executive summary of two recently released reports: Skills for the 21st Century General Counsel report and the ACC 2014 CLO Survey, both of which directly address the dynamic role and high expectations of today s general counsel. Leading the Legal Department Quote from a former GC: Everyone at the top wears multiple hats. You need to deeply understand the business and where it is headed, so your GC hat doesn t go out the window, but you simply put on more hats. Many of the business people do as well. You want them to wear a compliance hat and a risk hat, for example, in addition to a business hat. So you become much more integrated into that world, but it definitely requires more training and more understanding of the business. The most important job of a GC and CLO is still chief provider of legal advice and manager of the legal department. About 84 percent of GCs report providing legal advice and managing legal matters for the company as one of the top ways they provide value to their organizations. Although nearly three-quarters (74 percent) of corporate directors rated these more traditional functions in the top three contributors to value, they were more likely to see value in other activities. Directors were much more likely, for instance, to view the compliance function as a source of value than GCs themselves (54 percent vs. 34 percent). And while managing legal expenditures was lower on the list of value-add activities (approximately 10 percent of both directors and GCs rated this in their top three), more experienced GCs were much more likely to report that they add value through this activity (19 percent of GCs with more than 10 years of experience in prior GC roles). As legal departments cope with increasing regulation, complexity and globalization, without corresponding increases in resources, effective legal department management is more important than ever. As these trends continue, future GCs will first need to have an excellent understanding of the business, and its sources of cash flow, risk and strategic priorities. Using this information, GCs must then be able to creatively address resource constraints by continuously re-evaluating the way they staff legal matters, use outside counsel and manage processes. They will need to be adept at managing a team of lawyers who are sometimes globally dispersed, even in smaller companies. We predict more splitting of the GC role, so that a legal chief operating officer may be more focused on management of the department, while the GC/CLO focuses more on counseling and strategic activities, especially as legal department management needs increase. GC as Counselor in Chief Quote from an executive recruiter specializing in general counsel searches: I can t tell you how many times the first words out of the CEO s mouth are: I need a business partner. Sometimes, that s code for: I currently have a GC who may be a good lawyer, but he or she is not astute regarding the business issues that our business is facing. That comes up constantly. They don t want someone who has got an ivory tower mentality, and a lot of lawyers do. continued on page 4 3

continued from page 3 The second key area where GCs provide value to their organizations is through counseling the CEO and board of directors. Approximately half of GCs and directors cited counseling the CEO as one of the top three value-drivers. Although fewer GCs (20 percent) cited counseling the board of directors as a top source of value, a much higher percentage of board members (38 percent) view this activity as a significant source of GC value, suggesting that many GCs do not fully appreciate the positive impact of their contributions to their organization s board. The counseling role goes beyond simply providing legal counsel; the GC also serves as a trusted advisor to the CEO and the board. GCs must perform a delicate balancing act between being trusted and active members of the management team (i.e., having a seat at the table ) and maintaining their independence. To serve in this role, future GCs will need to possess the managerial courage to say no, even when it is unpopular. To do this effectively, they will need to have excellent communication skills and emotional intelligence to ensure they are constructive in their assessment of risk and rewards in a business context. They also must build credibility and respect with their executive peers, which are influenced by the degree to which they demonstrate the third essential skill being a strategist. GC as Strategist Quote from a current general counsel with 11 years in the GC role: I think the biggest surprise to me was the extent to which technical legal expertise is really not that important.... I think you have to expect that your general counsel is going to be a very good lawyer, but there are a lot of people who are very, very good lawyers but, in my opinion, wouldn t make great general counsel. That s the base level, and I think that you should be able to take that for granted. The things that make you a great general counsel have very little to do with technical legal expertise. 4 Charlotte Chapter FOCUS 1Q14 Perhaps the most striking finding of this study is the growing importance of the GC role as a strategic thinker. Looking ahead five to 10 years from now, both GCs and corporate directors view strategic input as becoming a larger source of added value. However, there is a disconnect between GCs and directors when it comes to the contribution of strategic input: GCs are much more likely than directors to rate the GC s role in providing strategic input into business decisions as being in the top three sources of added value, both now and in the future. This difference in opinion may be especially important given a distinction directors make when evaluating the performance of their GCs. According to directors, the highest performing GCs add value by contributing strategic advice. With strategic input increasing in prominence and necessity, future GCs would be wise to develop strategic-thinking skills. They need to be comfortable with risk and helping their business colleagues decide which risks are reasonable and which are not. On the other hand, GCs cannot focus wholly on risks and constraints, as they also need to define and embrace opportunities, especially conversations about strategic choices both as lawyers and as general managers who are trained in the law. A broad worldview, an ability to network and generate ideas with people from diverse perspectives and ability to focus on the longer-term impact of decisions is equally important as understanding the risks and opportunities facing one s company. As previously noted, GCs increasingly play a more meaningful role in executive and boardroom conversations as they move from traditional legal advisors to corporate strategists. GCs may help their organizations adapt to faster-moving environments by utilizing their mediation skills and insight across the business spectrum to bring diverse perspectives together and solve business challenges. In the role of integrator, GCs can help drive organizational innovation and renewal. Integrator GCs can broker disparate pieces of information across organizational silos, while also assisting the executive team in setting up a culture where measured risk in the pursuit of new ideas is nurtured. The full report explains the ACC s findings and details the evolution of GCs from legal advisor to counselor to strategist. Particularly, the ACC s research seeks to capture the current state of the role of GCs, understand how and where the role appears to be evolving and identify skills and competencies required for GCs to be successful in the future. Future generations of GCs will find a job that is broad-ranging, impactful, innovative and increasingly global in scope a rewarding prospect for those prepared to meet its diverse challenges. The ACC CLO 2014 Survey Quote from Patricia R. Hatler, Executive Vice President, Chief Legal and Governance Officer, Nationwide Insurance: I once worked for a CEO who said the only reason he could sleep at night was a strong culture of ethics and compliance at the company. The more experience I have, the more I see how right he was. In today s environment, a compliance mindset has to be in the water. It has to be everyone s job. Highly regulated businesses are even more highly regulated today. There are more regulators, and they are more active. Companies have to devote resources to staying on top of those regulatory expectations and building effective communications with the regulators. To understand the driving forces behind the evolving role of the CLO and of corporate legal departments, ACC reached out to 9,600 individuals. The CLO 2014 Survey results reflect response data from more than 1,200 individuals in 41 countries who serve as the organization s CLO or GC. From roles and responsibilities to salaries, skills and work environments, the study explored a broad range of topics and is the most comprehensive global study of its kind to date. continued on page 5

continued from page 4 Specifically, the annual report discusses CLOs prioritization of business issues, adoption of practices that drive greater value for law departments and concerns for the coming year. New this year is a comparative analysis of the data from the 2013 and 2014 survey results, thereby addressing current trends facing law departments. Increasingly it falls upon CLOs to identify issues related to ethics and compliance as their influence has grown within their companies. Therefore, it is not surprising this ranked as a top concern for 2014. Minimizing compliance risks facing organizational liability and expanding into new markets requires a high level of knowledge and experience. From global expansion to the rapid adoption of new technology, businesses are increasingly facing new challenges and unchartered waters. Regulatory or government changes and information privacy ranked second and third respectively as pressing issues keeping CLOs up at night now and in the year ahead. Taking note of GCs and CLOs current and future concerns not only plays an important role when organizations seek to expand into new areas or new markets, but also in terms of handling levels of complexity that require a combination of business and legal expertise. ACC News ACC Annual Meeting: Register by April 2 and Save Save $200 off the regular registration rate for the ACC Annual Meeting in New Orleans (Oct 28 31) if you reserve your spot by April 2. This meeting presents an unmatched combination of timely and relevant topics, peer-to-peer networking, and a year s worth of CLE/CPD credits. View the complete program schedule and register at am.acc.com. New Career? Attend Corporate Counsel University Designed specifically for lawyers with less than five years of in-house experience or those who want to enhance their basic practice skills, the ACC Corporate Counsel University (June 1 3, Minneapolis, MN) helps you jumpstart your inhouse career. Programs cover important topics such as contracts, compliance and employment and more. For more information, visit ccu.acc.com. Compliance Training to Protect Your Company The ACC Compliance & Ethics Training program is back by popular demand. Join your peers in Austin from April 7 8 for this interactive CLE/CPD program. Program topics cover compliance essentials critical to your practice, including: Compliance Investigations, Attorney- Client Privilege in the Compliance Context, Data Privacy and Cross-Border Transfer of Data and more. Learn more and register at www.acc.com/ce. Emerging Global Trends for Corporate Counsel Mark you calendar for the newest educational program from ACC: Emerging Global Trends for Corporate Counsel (June 19 20, Toronto, Ontario). Dive deep into emerging global trends and their implications for general counsel in Canada and around the world. Get up to speed on recent developments in global anticorruption regulations, corporate governance, cross-border privilege and more. Advance registration rates are available through April 24. Learn more at www.acc.com/egt. Executive Workshop on Driving Value in Legal Spending Are you getting the most out of your law firm relationships? Attend the ACC Legal Service Management Workshop (May 6 7, St Louis, MO) to develop skills in implementing value-based fee structures and management skills. Secure your spot today at www.acc.com/legalservicemanagement. Mind your Business In today s environment, you can t operate in a legal silo. It s imperative to understand the business operations of your company in order to make effective legal decisions. Attend targeted courses offered by ACC and the Boston University School of Management to learn critical business disciplines essential to your inhouse practice. Upcoming Programs include: Advance Mini MBA for In-house Counsel (April 2 4) Mini MBA for In-house Counsel (May 6 8, Los Angeles; June 11 13; September 17 19; and December 3 5) Project Management for the In-house Law Department (September 29 30) Risk Management & In-house Counsel (October 7 9) All programs take place in Boston unless otherwise noted. Learn more and register at www.acc.com/businessedu. Celebrating Pro Bono and Diversity Have you or someone you know of made great strides in promoting diversity in the legal profession or providing outstanding pro bono legal services? Submit your nominations today for the ACC 2014 Matthew J. Whitehead, II Diversity Award and Corporate Pro Bono Award to celebrate the great achievements! Deadline for nomination is May 30. Learn more at www.acc.com/diversityaward, and www.acc.com/probonoaward. Save Time and Money with ACC Contracts Portal If you haven t yet, be sure to check out the ACC Contracts Portal and take advantage of the valuable tools and resources it offers. Use the Portal to draft and benchmark contracts, prepare yourself to enter into tough contract negotiations, and effectively manage your contracts. Learn more at www.acc.com/contracts. 5

2014 Sponsors PLATINUM Parker Poe, Adams & Bernstein LLP GOLD Moore & Van Allen PLLC Smith Moore Leatherwood LLP SILVER Littler Mendelson P.C. McGuireWoods LLP Ogletree, Deakins, Nash, Smoak & Stewart P.C. Nelson Mullins Riley & Scarborough LLP Shumaker Loop & Kendrick LLP Womble Carlyle Sandridge & Rice LLP BRONZE Alston & Bird LLP Bradley Arant Boult & Cummings LLP K&L Gates LLP Kilpatrick Townsend & Stockton LLP Nexen Pruet LLC Robinson Bradshaw & Hinson P.A. 2014 Strategic Sponsor Firm Profile Shumaker, Loop & Kendrick, LLP Shumaker, Loop & Kendrick, LLP is a National Law Journal Top 250 Law Firm, with over 225 attorneys, 55 paralegals, and 475 employees in its five offices located in Charlotte, North Carolina; Columbus and Toledo, Ohio; Sarasota and Tampa, Florida. In each of our markets, Shumaker is a premier provider of quality legal services to our core constituency: individuals, small businesses, health care providers, nonprofit organizations, Fortune 500 and international corporations. Our mission is to work on our clients timetable and budget, focus on results and keep our clients ahead of the curve. Several of our lawyers have advanced degrees in disciplines related to their practices and a number have clerked for federal and state trial and appellate court judges. A number of our lawyers have received honors from various prestigious publications. 83 are listed in Best Lawyers in America, 28 are Board Certified, 16 are Board Certified Mediators & Arbitrators, 102 are AV Peer Review Rated by Martindale-Hubbell, and 55are Super Lawyers or Rising Stars. Shumaker has a long history of community support. The firm is a strong supporter of nonprofit organizations in each of its five locations and it firmly believes in giving back to the communities it serves. The Leadership Shumaker program enables and encourages attorneys and staff to contribute both time and money to various public, private and not-forprofit organizations that promote the general improvement of our neighborhoods and communities, benefit our most economically disadvantaged citizens, and promote the arts and other sources of economic development. We hope to make a positive difference in the communities in which we work and live. We understand that when selecting a law firm, most clients are primarily looking for four things: A high level of quality, sophistication, and experience A creative and imaginative approach that focuses on finding solutions, not problems Accessible attorneys who give their clients priority treatment and extraordinary service A fair, cost-effective price 6 Charlotte Chapter FOCUS 1Q14

Gold Level Strategic Sponsor s Article: Working on the Chain Gang Supply Chain Finance as the New Normal By David H. Conaway, Shumaker, Loop & Kendrick, LLP INTRODUCTION Adjusting to the new reality, many companies have focused on all aspects of their balance sheets to improve performance for stakeholders. Companies have realized that material extensions of credit terms regarding its accounts payable result in dramatic improvement to cash flow and working capital. Changing terms from 30 days to 75 days, for example, not only frees up cash for working capital, it also reduces the need for bank financed working capital, which is more expensive than borrowing from suppliers. To make the extension of payment terms more appealing to suppliers, buyers have partnered with their lenders to offer a supply chain finance solution that allows suppliers to be paid timely if not early, despite the stated payment term extension, such that a suppliers DSO is actually reduced. The Trade Credit Association of the United States reported that in the U.S. approximately $20 trillion of annual sales are made on trade credit, resulting in $2.8 trillion of trade credit outstanding in the U.S. economy, which creates a substantial market opportunity for banks to generate interest and fee income. SCF is an opportunity for banks to generate interest and fee income, at a low cost and risk. Typically, SCF programs are provided to a bank s existing and best customers who pose little credit risk. The advances by the bank can be folded into an existing credit facility, are shortterm exposures, and are backed by an assignment or pledge of the customer s obligation to pay its supplier. Not only can the bank generate fee income from its borrower for providing the facility, the bank also makes a.5% or so spread on the invoice amount in 60 to 120 days, since the bank pays the supplier a discounted amount, and collects 100% from its borrower at invoice maturity. In addition, with the improvement to its customer s bottom line resulting from the extended terms, the bank s customer has a better balance sheet, possibly allowing for additional lending opportunities. Banks with active SCF programs include Deutsche Bank, HSBC, Bank of America, Wells Fargo, JPMorgan Chase, and Citibank. From the Buyer s perspective, the new normal economy has resulted in more expensive and less accessible capital, demand for goods is not as brisk as before, customers are paying more slowly, and capital is tied up longer in inventory and slower moving accounts receivable. Yet, companies remain under pressure from stakeholders to manage their balance sheets and cash to generate revenue. For example, in April, 2013, the Wall Street Journal reported that Proctor & Gamble would extend payment terms of suppliers from 45 to 60 days to 100 days. Given Proctor & Gamble s procurement spend of $50 billion annually, that would improve Proctor & Gamble s cash flow by $2 billion. By extending DPO (days payable outstanding), a buyer not only improves cash, but reduces working capital costs and bank charges. With low interest rates, the cost to the buyer for its bank to facilitate an early payment option for suppliers is low, especially if it is an add-on to an existing credit facility. Buyers should understand the impact on its suppliers as extended payment terms can adversely impact the supplier s revenue and perhaps overall financial health, heightened if interest rates increased. Prudent buyers should monitor their supply chain more closely to ensure a healthy supply chain to provide an uninterrupted flow of goods to the buyer. A supplier wants to be paid for the goods it sells, on a timely basis. Prices charged by a supplier reflect the company s cost structure, including the cost of extending credit to customers. A powerful customer s unilateral extension of payment terms increases a supplier s cost, which increase may or may not be passed on to the customer. If not, there is a reduction of the supplier s revenue, exacerbated by having its working capital tied up in slower paying accounts receivable, and an increase in DSO. Historically, a good paying customer was one who paid within invoice terms, often taking a 1-2% discount for paying within 10 days. Suppliers tend to initially reject the extension of payment terms, which may depend on the parties relative bargaining position. If a supplier is part of a diverse supply chain that sells products readily obtainable from a competitor, a supplier may acquiesce to keep sales. On the other hand, if the supply chain is limited, such that there is little risk of a losing business, or if the goods sold are unique to that buyer and seller, the supplier may have leverage to just say no. One major U.S. corporation, in partnership with Citibank, offered an early payment option, in essence charging the supplier LIBOR (about.28%) plus 1.50%, which for 7 day payment on 120 day terms was a charge of.56%. If the supplier would have ordinarily allowed the customer a 2% discount for payment with 10 days (2/10, net 30), SCF may actually be advantageous to the supplier. continued on page 8 7

continued from page 7 SCF ISSUES What are the legal obligations of the supplier, the buyer, and the buyer s bank? Every buyer and bank uses different legal documentation, and the parties need to carefully evaluate a supplier s obligation to participate in the SCF program; a buyer s obligation to submit invoices to the SCF program; and a bank s obligation to pay the supplier early. What if interest rates increase? When the discount payment is LIBOR plus 1.25%, it is a 2% or less discount, which suppliers routinely grant in the 2/10, net 30-day term afforded to many customers. In 2007, LIBOR was about 5.4% so LIBOR plus 1.25% would be pushing 7%. How do suppliers react if interest rates increase? Perhaps if the discount off invoice was 3%, a supplier would acquiesce. But if rates surge to 4% or 5%, do suppliers refuse to accept SCF? Does SCF only work in an environment of unusually low interest rates? Moreover, if interest rates materially increase, the buyer s cost of offering the SCF program may make it less attractive to the buyer, as does the bank s cost of making the funds available to the buyer. Supplier s loan covenant violation. A supplier may have its own credit facilities in which it pledges its accounts receivable to its lender for working capital borrowings. In this case, an assignment of invoices owed by a customer under a SCF program would be a covenant violation by the supplier under its credit facility. The supplier would need to exclude the SCF program accounts receivable from its eligible accounts receivable, and banks may require a written lien waiver from the supplier s lender. Impact of SCF on cross-border sales transactions. SCF programs may provide an attractive option in foreign sales. In selling to customers in another country, there is often an inherent increased credit risk, due to the vagaries of foreign legal systems and country risks. Historically, suppliers have demanded letters of credit, confirmed by a Tier One bank in the supplier s country. As global bargaining power has balanced, more sales have been on open credit, without letter of credit protection. SCF programs may offer a solution. Regardless of the varying perspectives of the participants in SCF, it appears to be a fast-growing part of domestic sales transactions and international trade. SCF programs will no doubt evolve to meet the changing dynamics of its participants, but appears to be poised to take a prominent role in facilitating global trade. For an expanded version of this article, please click here. Welcome New Members! We welcome 9 new members who have joined our chapter from November 1, 2013 to February 1, 2014. Sara Brown Ingersoll-Rand Company Kevin Chapman Colfax Corporation Lesley Garafola Duke Energy Corporation Nicole Ramsdell Family Dollar Stores, Inc. Amy Reynolds SGL Carbon LLC Angela Sherrill Mitchell Gold + Bob Williams Julia Singh Parkdale, Incorporated Philip Trotter Wells Fargo Law Department Calvin Wong Ingersoll-Rand Company continued from page 1 golf tournament and we will be looking to create more social opportunities. Finally, I am pleased to report that year is off to a great start. The first ever January lunch CLE was well attended with an excellent presentation. After the Annual Gala, we kicked off the year with six events in February. Again, I welcome you to our 2014 year. I am excited about all of the programs and events that we have on the calendar and encourage you to get involved. I also look forward to meeting or seeing all of you, so please feel free to introduce yourselves at events and to contact me or our Chapter s Executive Director, Jane Nohr, if you have an idea or want get involved. 8 Charlotte Chapter FOCUS 1Q14

Recent Chapter Events On Thursday, January 16, 2014, we had our Chapter Meeting at Byron s South End sponsored by Nexsen Pruet LLP. The topic, Information Privacy in the Digital Age: Data Use, Misuses, Breach and Notification was presented by Corby Cochran Anderson and William Terpening of Nexsen Pruet LLP. We had excellent attendance starting off the new year with 72 attendees. On Saturday, January 18, 2014, we held a Wills Pro Bono Project for Habitat for Humanity, our first joint Pro Bono Event with Nelson Mullins, Riley & Scarborough LLP. We assisted clients from Habitat for Humanity in obtaining very basic wills and power of attorneys. We worked along side of Nelson Mullins attorneys who graciously assisted us in this process. It was a great way to give back to the Charlotte community. Special thanks goes to our volunteers: Michelle Thompson, Ben Bash, Goran Stojkovich and Tracy Sanford for making this event such a success. On Saturday, February 1, 2014, we hosted our 10 th Annual Winter Gala at the Mint Museum in uptown Charlotte. We were delighted to welcome our ACC President Veta Richardson as our special guest along with 200 members and guests for our 10th Anniversary celebration. We enjoyed an extremely elegant evening with exceptional food and also viewed the exceptional art exhibits that were open to our attendees. Special thanks to our generous event sponsors, Lumen Legal & Kroll Ontrack, for joining us for this special chapter event. On Wednesday, February 5, 2014, we held our chapter meeting at Byron s South End sponsored by Moore & Van Allen LLP. Henry Ward, Todd Taylor, Karin McGinnis and Ben Fryer of Moore & Van Allen LLP, spoke on the topic Social Media Strategies and Risks. With the growth of social media sites, it has become increasingly necessary for companies to determine what role social media will play in their business plans and how to monitor employee use. Their presentation focused on some of the legal issues confronting companies and employers as they develop social media strategies. We had great attendance for this event, highlighting the relevance of this important topic. On Wednesday, February 12, 2014, our Manufacturing Affinity Group held its first Social event for the year along with our sponsor, Shumaker, Loop & Kendrick. The group enjoyed great food, drink and conversation at The Liberty Restaurant and Gastropub and are looking forward to two more events later this year. On Saturday, February 15, 2014, our chapter and Womble Carlyle Sandridge & Rice LLP, hosted a delightful evening of dinner and theatre. Our members and their guests enjoyed cocktails and hors d oeuvres at Vivace Restaurant, followed by the NC Dance Theatre s performance of Innovative Works. It was a wonderful social event and we would like to thank to our sponsors for making it such an enjoyable evening for all. ACC-Charlotte 10 th Anniversary Gala Celebration. National ACC President & CEO Veta Richardson (center) joins our Past Presidents and Current President (left to right in order of service) Michael Shor, Peter Barr, Cindy Pitesa, Tim Nohr, Ken Wittenauer, Doug DeMoss and Christopher Tucci. *Photo credit: Jenni Council Photography On Wednesday, February 19, 2014, Nelson Mullins, Riley & Scarborough LLP, sponsored a wonderful lunch and firm CLE presentation event at The Liberty Restaurant. Sarah E. Buffet, Partner at Nelson Mullins, spoke on the topic, Immigration Consequences of Corporate Change: What Every Business Lawyer Should Know. The presentation identified issues specific to each type of corporate change, including mergers, acquisitions, divestitures and changes to the EIN, company name or location. It was an excellent presentation, with a great member turn out for attendance. On Tuesday, February 25, 2014, our Women s Affinity Group kicked off the year with a very informative presentation on the topic of Emotional Intelligence given by special guest speaker, Dr. Sherry Moss from Wake Forest University. The event was held at Sullivan s Steakhouse and the group enjoyed a delicious breakfast and great discussion. Special thanks to our sponsor, Parker Poe, Adams & Bernstein for making this event possible. On Wednesday, February 26, 2014, we joined the Charlotte Business Journal in our 3rd Annual Corporate Counsel Awards at Byron s South End. Congratulations to all of the following winners named in their respective categories: Solo Counsel: Russell Schwartz from United Way of Central Carolinas Rising Star: Nicole Young from Ingersoll Rand Company Diversity Champion: Laurie Watts from Wells Fargo Corporate Counsel (30+attorneys): Co-winners were: David Butow from Ingersoll Rand Company and Greer Mendelow from Duke Energy General Counsel (2-10 attorneys): Peter Barr from Rack Room Shoes General Counsel (11-30 attorneys): Richard Pietch from Electrolux General Counsel (30+attorneys): George Jurch from Continental Lifetime Achievement Winner: Luther Moore of Belk, Inc.. 9

Call for Nominations for ACC s 2014 Excellence in Corporate Practice Award The 2014 Excellence in Corporate Practice Award recognizes the career achievements of in-house lawyers who epitomize excellence through representation of their clients, contributions to the legal profession and public service. ACC is seeking senior in-house counsel nominees for this honor. To access the form, visit www.acc.com/awards. The deadline for nominations is May 30th. Supporting materials may be e-mailed to evans@acc.com or mailed to the Association of Corporate Counsel at: 1025 Connecticut Avenue, NW, Suite 200, Washington, DC 20036 USA. Meet Our 2014 Chapter Officers & Board of Directors Front row left to right: Ginger Daly, Catherine Stempien and Christine Brown Back row left to right: Christopher Tucci, Keith Atkinson, Dennis O Brien, Colleen Jones, Joe Cogdell, Parrish McCormack, Jane Lewis-Raymond and Kevin O Brien Not pictured are Steve Coss and Ken Wittenauer. Board Members and Contacts President Christopher Tucci BB&T Corporation (704) 499-3361 ctucci@bbandt.com President Elect Kevin O Brien UTC Aerospace Systems (704) 423-7581 kevin.obrien@utas.utc.com Vice President of Sponsorship & Programming Dennis O Brien Maersk Inc. (704) 571-5212 dennis.a.obrien@maersk.com Secretary Communications Chair Colleen Jones ACN, Inc. (704) 260-3760 CJones@acninc.com Treasurer Virginia Daly Polypore International, Inc. (704) 587-8686 gingerdaly@polypore.net Advocacy Liaison Andrew Walsh Partners BHM (704) 884-2634 awalsh@partnersbhm.org Programming & Sponsorship Co-Chairs Natasha Alexeeva Metromedia International Group, Inc. (704) 496-2750 nalexeeva@aol.com Russell Traw Family Dollar Stores, Inc. (704) 814-3595 Rtraw@familydollar.com Executive Director Jane Nohr (704) 999-0814 charlotteacc@gmail.com Membership Chair Ann Warren Duke Energy Corporation (704) 382-2108 ann.warren@duke-energy.com Board of Directors Keith Atkinson Christine Brown Joe Cogdell Stephen Coss Jane Lewis-Raymond J. Parrish McCormack Catherine Stempien Call for Articles If you would like to publish an article in the newsletter, or know an in-house lawyer who has made a difference in the community, please consider publishing the information in our newsletter. If you are interested, please contact us at charlotteacc@gmail.com. 10