Welcome to ACC Michigan's Quarterly Newsletter
April 2018
Inside


PresidentA Message from Chapter President Joanna Totsky
I am excited and honored to serve as President of the Board of  Directors of the Michigan Chapter of the Association of Corporate Counsel (ACC) for the 2017-2018 fiscal year. This is my fourth year on the Board of the ACC Michigan. In past years, I had the pleasure of serving as Vice President and Secretary.

I greatly enjoy and value my involvement with the ACC, the world's largest community of in-house counsel w ith more than 40,000 members employed by over 10,000 organizations in 85 countries. ACC's purpose is to connect its members to each other and to the resources necessary for their personal and professional growth. This has shaped the strategy the Board of the ACC Michigan developed for this fiscal year.

We started by reaching out to all of you for feedback and guidance. I want to express my gratefulness to over 100 ACC Michigan members who participated in our survey and provided valuable insights and suggestions, all of which were considered as we tried to develop more meaningful and relevant programs and events.

Since the beginning of our fiscal year, our Program Committee has organized six successful events, ranging from our splendid cooking competition (please read Kristen Netschke's article here) to sessions on legal trends in antitrust, employment, and general legal issues relevant for in-house counsel. We even had a session for "newbies" to the in-house world to give them a taste of the corporate counsel life. I would also like to extend a special thanks to the members of the Program Committee - Heather Betts, Jennifer Neumann, Matthew Case, Rob Fine, Chris Haven, Samantha Borden, and Sara Allswede - and  Executive Director Nicole Smith, for their commitment and creativity.

In Michigan, we currently have over 650 members. We want to connect with all of you! We invite you to join us at our future events and encourage you to attend our next program on April 25, 2018 to discuss strategies around legal investigations in the aftermath of the #MeToo movement.  If you want to connect with others who face similar issues and challenges, get involved in our Board or Committees' initiatives. We are always looking for new talent and fresh ideas. You will most likely learn something helpful for your in-house practice and make new friends. I know I did.
Member Spotlight
MemberspotPatti-Anne Audia

Interview conducted by Pervin R. Taleyarkhan, Legal Counsel, Whirlpool Corporati on

Member Spotlights highlight ACC members and their careers.  ACC Members are chosen at random to be interviewed.

We welcome Patti-Ann Audia, who joins us at ACC as Corporate Counsel at Aisin Holdings of America, Inc. Aisin is a top 10 tier 1 automotive supplier. It is a global company headquartered in Japan that focuses on production and sales of automotive parts and life and energy products.

Coming to a Diverse Company with Diverse Experiences

Patti started her career at Aisin in June 2017. A diverse company with over 100,000 employees and around fifty legal counsel worldwide, Patti is part of the legal team in Aisin's North American operations. She is responsible for handling all labor and employment law matters. In addition, she handles confidentiality and even import/export legal matters.
 
Patti began her legal career as a paralegal in the Detroit Medical Center ("DMC"), where she spent ten years before becoming an attorney. Having helped build and implement a compliance program from the ground up in an organization that was at the time undergoing some downsizing in workforce, Patti learned quickly how to successfully tackle major undertakings under immense pressure. Having an interest in being able to actually administer legal advice and represent others in court, she attended law school full-time while also retaining her full-time position at the DMC.
 
Upon earning her law degree from the Michigan State University College of Law, she moved to Las Vegas, where she continued her legal career in groups focused on healthcare and medical malpractice issues.
 
It wasn't until her marriage, which was celebrated in her native state of Michigan, that both she and her husband realized how much they missed the area. So after about three years in Las Vegas, Patti and her husband decided to move back to Michigan, where she worked for Michigan Peer Review, a niche company focused on healthcare quality improvement. Her legal experiences here spanned the compliance, HR, facilities, benefits, and even IT departments.

Now at a Global Company Offering Both Global & Work/Life Balance Opportunities

Armed with her past experiences running large-scale operations in a variety of legal disciplines, Patti has found a fulfilling career in her role at Aisin. Being a company headquartered in Japan, Aisin offers classes to employees interested in learning the Japanese language. Patti is among the students in these classes and hopes to be able to use these language skills on her next trip to Japan.
 
In addition to learning Japanese, Patti has been a now-decade-old student in the art of knitting and also practices yoga. When not knitting or in a yoga class, we can likely find visits to flea markets and vintage markets among the destinations on Patti's weekend calendar. Such venues often feature items that bring back fun-filled and loving memories from Patti's childhood, which is always heartwarming and can often be therapeutic.

Joining ACC: A Quest for Continuing to Make a Positive Impact
 
We are excited to hear that now that she's joined ACC, Patti plans on networking with her fellow ACC peers. Our members enjoy being able to learn from each other and perhaps help to improve each other's practices. Having an equally impressive background in teaching and academia, Patti hopes to be able to bring value to various ACC committees, especially in events focused on education or event planning.

Leader Spotlight
Senior Counsel, Meijer, Grand Rapids, MI

Interview conducted by Dawn Reamer, Aisin Holdings of America, Inc.

Our leader spotlight this month shines on Chris Haven, who recently joined the ACC Michigan Board in November 2017. Chris has already made great contributions through his participation and involvement with creation of the West Michigan Committee. We are lucky to have Chris on the ACC Michigan Board.

What is your role at Meijer?
I am Senior Counsel at Meijer. I work in the commercial transactions group and have responsibility for supporting a variety of areas including procurement, supply chain, B2B, merchandising, and other areas as needs arise. The work here is appealing because I get to partner with different business areas and often find myself involved in challenging and interesting projects.

How long have you been in-house?
I have been in-house since 2004. I have worked at Meijer since 2012.

What career path led you to Meijer?
I started my career in a couple of smaller law firms in the Detroit area. A significant percentage of the firms' clients were small businesses that did not have legal personnel on staff. So I was able to work on a broad variety of matters ranging from contracts to commercial litigation to employment law. A few years into my practice I realized that I wanted more involvement with the day-to-day business operations than I could get as an outside attorney. That's when I started looking for in-house opportunities. Soon after that an opportunity in Grand Rapids came up at Universal Forest Products. I worked there for over seven years before taking a position at Meijer.

What has been your most interesting project?
My involvement with contract lifecycle management has been my most interesting (and challenging) project. I was tasked with running point on this project when I first started at Meijer, and I've stayed with it ever since. The project has provided me with the opportunity to partner with cross-functional teams of leaders and to see the inner-workings of the company and the dynamics of the various functional areas. It's also been a great learning opportunity, working alongside a departmentally-diverse team to solve problems and implement solutions. Working on this project also prompted me to seek lean six sigma training and certification through Meijer's internal greenbelt program.

What has been the biggest surprise about being in-house counsel?
I've been pleasantly surprised at how well each of the attorneys and the support staff collectively worked together as a team. There is a very real sense that each contributor plays a role in advancing a common objective, which is doing what's in the best interest of the company. It is not uncommon for me to loop another attorney into one of my matters when it crosses into that attorney's subject matter area. And I've been pulled into matters in a similar fashion. It's a collegial environment that makes for a healthy and positive work experience.

How have you benefited from ACC over the years?
The content of the events and the networking with other in-house attorneys have been the biggest benefit. I think there is a "fellowship" of sorts that exists among in-house attorneys. The ACC provides opportunities to connect with peers and learn together in an environment that is geared towards the unique needs of in-house attorneys. The ACC has also afforded me the opportunity to gain committee and board experience. I started as a member of the Programming Committee, and then about a year later, was asked to join board of directors for the Michigan Chapter.

What contributions has ACC made to the in-house practice of law?
ACC has made a huge contribution by creating content that is relevant to the specialized needs of in-house counsel. These resources do not just focus on black letter law, but also on practical implementation of legal concepts, legal department management, and the personal skill sets needed to be an effective in-house attorney.

What do you like most about being a member of the ACC Michigan Chapter?
There are a lot of opportunities to get involved in volunteering and leadership in the ACC Michigan Chapter. I also appreciate the flexibility and openness to new ideas and ways of operating. For instance, in west Michigan, there was a perceived need to get more engagement from local ACC members and to create events that were meaningful to attorneys in this part of the state. As a result, the board approved the formation of the West Michigan Committee to focus on programming in our region. It is exciting to be a part of something that is innovative and having a positive impact.

What do you do when you are not working?
I enjoy spending time with my family. I try to be intentional about spending time with my wife and each of my kids. With none of my children yet possessing a driver's license, I find myself in the role of chauffeur quite often, shuttling them to their activities before and after work. When I have spare time, I like to read, mostly books that deal with history or biblical studies. I also enjoy traveling and visiting historical sites. My most recent excursion a few years ago with my wife was a Mediterranean cruise through Italy, the Greek Islands, and Turkey.
Welcome to the Newest  Members!NEW 
Dari Bargy
Stryker Corporation
Erica Bell
Brose North America, Inc.
Jennifer Dudley
American Axle & Manufacturing, Inc. 
Leah Essenmacher
Ford Motor Company
Jo Goldstein
Whirlpool Corporation
Bryana Guerre
Haworth, Inc.
R. Guerre
Haworth, Inc.
Patrick Gunton
Magna Exteriors
Blair Hess
In-House Realty, LLC
Christopher Hilker
BASF Corporation
Stacy Jitianu
Jack Entertainment LLC
Timothy Killeen
Knew Deal, Inc.
Robert Kirschenheiter
Valassis
Jishan Klink
Robert Bosch LLC
Holly Koczot
Laird Technologies, Inc. 
William Logan
State of Michigan Retirement System
Claude Mencotti
Ross Controls
Eric Mitchell
General Motors Company
William Orlewicz
Magnum Manufacturing, Inc. 
Lisa Pick 
Hartland Clarke Holdings Corp.
Melanie Simms
Hartland Clark Holdings Corp.
Lee Sjoberg
LANXESS Corporation
Jill Soubel Walsh
Spectrum Health
Alan Weeter
Dematic Corporation
Warren White
Jack Entertainment
Kim Yachai

Upcoming Events Upcomingmember
Conducting Legal Investigations in the Aftermath of #MeToo
April 25, 2018 
8:00 AM - 9:30 AM
Big Rock Chophouse
245 S. Eton St. 
Birmingham, MI 48009

Effective internal investigation of discrimination, harassment, code of conduct, and other policy violations is a critical component of employment law liability prevention. This interactive session will address strategies responsive to recent workplace dynamics, such as the #MeToo movement and the ongoing litany of high-profile accusations.

Managing Millennials and Combining the Generations for a Productive Workplace
With scholarship presentation to follow!
May 9, 2018
4:00 PM - 7:30 PM 
The Detroit Athletic Club
241 Maidson St.
Gearing Room - Seventh Floor
Detroit, MI 48226

Millennials are the largest segment of the American workforce, and they are unlike any group of employees that employers have
ever seen. They may have radically different attitudes and expectations about "work." At the same time, an increasing number of Baby Boomers are delaying retirement more than any generation in the past.

This program will explore effective ways to combine the generations and maximize the loyalty and productivity of all your employees.


Congratulations to ACC Michigan Scholarship Winners! 

After the panel discussion, we will present our 2018 ACC - Michigan Chapter scholarships to students from Michigan law schools.

You're invited to ACC MI West Michigan Spring Symposium
May 10, 2018
1:30 PM - 5:30 PM 

Grid 7700
70 Ionia Ave SW Suite 400
Grand Rapids, MI 49503

Join ACC Michigan at our first ACC West Michigan Symposium, a half-day event that will include substantive legal instruction on several technology-related issues, practical insights for effective law department management, and a GC Roundtable with several West Michigan General Counsels.

ACC MI 21st Annual Golf Outing 
September 17, 2018
Plum Hollow Country Club

Join ACC Michigan for 18 holes of golf on a championship course, followed by dinner and cocktails while you catch up with colleagues and
  expand your network.  Your participation supports scholarships for some of Michigan's best and brightest future in-house counsel.

Recent EventsPAST 
'Chopped' in the Kitchen
Kristen Netchske, Meadowbrook Insurance Group, Inc.

You've been given a basket containing ribeye steak, lentil chips, Japanese pears, tomatillos, and poblano peppers.  You have 25 minutes to create an entrée containing all of these ingredients.  What would you make?

That was one question attendees at the January 2018 ACC-MI Chapter social had to answer as part of a local "Chopped" challenge event held at the Great Lakes Culinary Institute, sponsored by Brooks Kushman.  Four different teams consisting of ACC-MI members, sponsor attendees, and one professional chef competed to turn baskets of mystery ingredients into a winning three course meal for a panel of three judges.

As a person who considers an unburned piece of toast a win, I admittedly was skittish about participating in this challenge.  I am so glad I stepped out of my comfort zone and did.  I had a blast sharing puzzled looks with new colleagues about what to make from the random ingredients, sharing laughs with old friends as we scrambled to timely plate our inventions, and learning new food facts (FYI - Japanese potatoes are not capable of being boiled to an eating texture in 20 minutes).

Thanks to some amazing talents from people on my team (a big shout out to Chris Smith of Brooks Kushman for his steak grilling skills and to Joanna Totsky, Vice President, Deputy General Counsel of Cooper Standard, whose secret sauce for sautéed green beans might make them unattractive but delicious!) we tied for first place.

We welcome you to join us on our next ACC-MI Chapter adventure - whether it is in your comfort zone or not - to enjoy some good times and laughs with friends, both new and old. 
National ArticleNational

Building a Better Team: Chief Legal Officers
as Talent  Management Leaders *

The role of the Chief Legal Officer (CLO) is ever-expanding, with increased responsibility for both legal and business functions. However, as CLOs secure and maintain their seats at the executive and board tables, it is imperative that they continue to assess and develop the talent of their legal departments. Talent management and development remains high on the priority list for legal departments of all sizes because it plays an integral role in the efficiency and longevity of the department. 

Assessing Talent in A Legal Department 

Before venturing to explore strategies for developing talent within a legal department, CLOs must assess the department's current talent landscape. After all, it would be impossible to determine the needs of a legal department before first determining the status quo. There are a number of strategies for talent assessment, and CLOs must adopt a methodology that best suits their department. However, irrespective of the exact approach, it is imperative that it be proactive in nature. A proactive approach is demonstrated by having direct involvement in assessing talent, rather than waiting for deficiencies in skills to surface. This approach allows legal departments to assess whether they require new hires to fill in skill gaps or whether to develop current staff. Further, a proactive approach, although time consuming and sometimes costly, enables a more efficient realization of department strategy.

Internal Methodical Assessments

Internal assessments are critical in measuring the performance of each member of the legal department. One approach mentioned at the 2017 Annual Meeting CLO Roundtables (Roundtables) involved implementing an evaluation comprised of an objective nine-block assessment. The assessment identified "star performers," mid-level performers who require professional development to fill in skill gaps, and lower-end performers. Interestingly, star performers are sometimes lulled into a sense of a security and dropped to mid-level performers. Further, some mid-level performers are motivated to learn new skills that empower them to become star performers. 

Another approach of note also discussed at the Roundtables is defining roles in three dimensions. The first dimension is organizational or functional. This involves identifying technical expertise, for example, litigation or intellectual property. The second dimension involves identifying skills that align with the department's strategic outcomes, such as the implementation of artificial intelligence to boost productivity. The third dimension involves assessing other skills that the team may require, such as a second language or leadership experience. This approach offers both an objective and subjective approach and lends itself to legal departments of all sizes. 

Partnering with HR

Another approach to assessing talent involves partnering with the human resources department. CLOs can collaborate with HR to conduct personality assessments, for example. The results of the personality assessments would then be taken into consideration when making decisions regarding an individual's role in the legal department's overall strategy. Although this approach does not offer a comprehensive methodology to assessing talent, it can serve as an effective complement to other processes. 

Feedback by Internal and External Stakeholders 

Although not necessarily methodical, feedback from internal and external stakeholders can be an effective tactic for assessing talent in legal departments of all sizes. Using feedback as an assessment is particularly effective when paired with the methods described above. Feedback from colleagues within the legal department, stakeholders from business units within the organization, and external stakeholders, such as clients, can be collected to help paint a picture of the talent landscape. Some CLOs have asked whether feedback from outside counsel might also be helpful. Generally speaking, this approach may be problematic given that outside counsel may hesitate to provide a complete and candid assessment of performance. 

Developing Talent and Filling in Skill Gaps 

Once the CLO has successfully mapped the talent landscape of the legal department, the CLO can then begin to manage that talent. One of the largest impediments a CLO will face in this regard is that raised by flat organizations, or departments with very little turnover and a significant legacy staff. This impediment is bolstered with millennials being hired to fill junior positions, while legacy staff, with low turnover, occupy mid to senior level roles. 

Furthermore, CLOs must ensure that developing soft skills is a component of their talent development initiatives. One participant of the Roundtables noted that technical expertise was a "given," and that soft skills were the chief differentiator. In other words, technical expertise is required, but not sufficient, to excel in an in-house legal department.

How can leaders of legal departments develop talent, including soft skills, with little to no opportunity for vertical mobility? 

Short-term Projects 

Most CLOs attending the Roundtables noted their use of short-term projects to develop talent. These projects were sometimes non-legal in nature in order to develop soft skills and increase familiarity with the various business functions of the organization. One example was creating a team of attorneys from various legal functions to prepare the organization for compliance with the upcoming EU General Data Protection Regulation. This three-month project developed not only technical skills, but also soft skills by encouraging collaboration within a newly created team. Another participant identified a skilled attorney with poor interpersonal skills and who frequently garnered negative feedback. The CLO created a team of individuals across the organization outside of the legal department led by this attorney. The team was assigned to tackle a non-legal issue. Interestingly, the attorney thrived and feedback from other team members was overwhelmingly positive. These opportunities for short-term, ad hoc projects invigorate the legal team and drive professional development. 

C-suite and Board of Directors

Involving attorneys in C-suite and board activity is another effective tool for talent development. This can include preparing or giving a presentation to board committees or contributing to executive level projects. CLOs at the Roundtable noted that this approach instills confidence in attorneys, offers an opportunity to provide constructive feedback, and exposes attorneys to the skills required for aspiring CLOs. 

Rotations/Cross-training

Another method to keep employees motivated and develop talent is the use of rotations and cross-training, whether vertical, lateral, or outside of the legal department. For example, CLOs can move an attorney with real estate expertise to the licensing department. Furthermore, some participants of the Roundtable went so far as to have attorneys work in business functions to expose them to different facets of the business. 

A Global Perspective

For those operating within a global legal function and/or an international company, placing talent in regional offices around the world is highly recommended. Exposure to different cultures, environments, and challenges in a deliberate manner is an excellent development tool; however, people mobility and language requirements may be a hindrance. 

Moving On 

There will be situations in which there are simply no further opportunities for developing a member of the legal department. In a flat organization, in which there is no room for vertical mobility in the foreseeable future, the best option available to a CLO may be to facilitate the transition of that member to a more a senior role in a different organization. This indirectly raises the profile of the legal department as one that goes above and beyond in talent and professional development, thereby attracting top new talent.

Conclusion

There are a number of different approaches that CLOs can employ to assess and develop talent within their legal department. A proactive approach, leveraging both objective and subjective criteria, is critical to ensure the continued success of any legal department.

*Ramsey Robert Saleeby is the Assistant General Counsel & Senior Manager of Program Development, with a focus on CLO programming, for the Association of Corporate Counsel ("ACC"). Thank you Joseph Z. Ayanian, Program Development Coordinator, for your research and help in drafting this article.
Featured ArticleFEAT.ARticle
At The National Labor Board, Everything Old Is New Again
Timothy Ryan, Principal, Jackson Lewis P.C.

When the Senate confirmed President Donald Trump's third appointment to the National Labor Relations Board, it was the first time since President W. Bush left office in 2009 that a majority of the members of the five-person Board are Republicans.

Senate Democrats decried the Trump appointments as overly pro-business and that they threaten hard-won worker collective bargaining rights. Senate Republicans, who have described the Obama-era Board as a highly partisan arm of organized labor, praised the appointments as a return to fairness and impartiality.

The Trump Board is already reversing the more controversial rules put in place over the last eight years. More reversals are expected.

Joint Employer Expansion Halted

In Hy-Brand Industrial Contractors, 365 NLRB No. 156 (Dec. 14, 2017), the Board returned to the old joint employer standard. Joint employer status, the Board ruled, is found only where one entity has actually exercised control over the other entity's employees and has done so "directly and immediately."

The Trump Board overruled Browning-Ferris Industries, 362 NLRB No. 186 (2015), an Obama-era decision. Browning-Ferris said that two entities are joint employers under the National Labor Relations Act where one employer exercises indirect control over another entity's employees, or where one employer has reserved a right of control over the other employer's employee, even if the right is unexercised.

Micro-Units Revisited

In Specialty Healthcare, 357 NLRB 934 (2011), the Obama Board gave organized labor a gift by deferring to the union's choice of the group to be organized. The decision made it easier for unions to cherry pick small groups of employees for targeted organizing. To expand these small bargaining units, employers were required to prove that any employees they sought to add shared an "overwhelming" community of interest with the petitioned-for group. In PCC Structurals, 365 NLRB No. 160 (Dec. 15, 2017), the Trump Board replaced the "overwhelming community-of-interest" standard with the pre- Specialty Healthcare "community-of-interest" test for determining whether a larger bargaining unit is appropriate. Thus, at least for now, the era of the micro-unit might be over.

Changing the Standard for Unilateral Changes

On December 15, 2017, the Board decided in Raytheon Network Centric Systems, 365 NLRB No. 161, to reverse the decision in E.I. du Pont de Nemours, 364 NLRB No. 113 (2016). In du Pont, the Board had held that an employer with a bargaining obligation must bargain with a union before taking unilateral action requiring the exercise of employer discretion. For example, a recently organized employer with a history of making annual adjustments to its healthcare plan would have to negotiate with the union before applying such changes to the newly organized employees. In Raytheon, the Trump Board held that employer actions do not constitute a change requiring bargaining if the action is "similar in kind and degree" with a past practice. Applying the reinstated standard, the Board in Raytheon held that because the employer's changes to employee healthcare were a continuation of similar changes made during the same time every year for more than a decade, no was bargaining required.

Are Quickie Elections On the Way Out?

On December 13, 2017, the Board published a Request for Information seeking public comments on the "quickie election" representation rules. The 2014 rules, among other things, reduced the time between the date of the filing of a representation petition and the NLRB-conducted election and required the employer to supply the union with additional employee information, such as personal email addresses. The RFI seeks input on whether the Board should maintain, amend, or rescind the rules. It remains to be seen what action, if any, the Board will take after reviewing comments.

More to Come

The U.S. Senate on November 8, 2017, confirmed Republican Peter Robb to replace Democrat Richard Griffith as NLRB General Counsel. On December 1, 2017, the new General Counsel directed NLRB Regional Offices to submit for review cases involving "significant legal issues," including many Obama Board decisions that both overruled precedent and "involved one or more dissents." This directive signals that the new NLRB General Counsel intends to ask the Board to overturn more hot-button Obama-Board precedents.

One area where change is coming is work rules. In Boeing Co., 365 NLRB No. 154 (2017), the current Board eased the Obama-era standard for evaluating the legality of workplace rules. Following the Boeing decision, the Board requested the U.S. Court of Appeals for the D.C. Circuit remand a pending case, Grill Concept Services, Inc. v. NLRB, Nos. 1238 and 1287. In Grill, the Obama Board had ruled a number of work rules to be unlawful. Now that the case has been remanded, the rules at issue will be reevaluated under the new standard. It looks like work rules may be making a comeback. 
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Get  more value from your ACC membership. By participating in a committee, or serving on the Board of Directors, you will meet other Michigan in-house counsel, work on areas of interest, and create a wonderful network of colleagues and friends. Committee meetings are generally by telephone and take only a small amount of time and effort. Please join us! 


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