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SO YOU’RE THINKING OF

WORKING IN HOUSE

Prepared in connection with a Continuing Legal Education course presented at New York County Lawyers’ Association, 14 Vesey Street, New York, NY

scheduled for March 9, 2015

Program Co-sponsor: NYCLA's Young Lawyers Section

Program Chair: Luwick Francois, NYS Division of Housing and Community Renewal

Faculty: Timothy J. Heine, American Express; Jordan Kanfer, NTT America/NTT Communications; Trina Moore, NYC Transit Authority; Nate Saint Victor, Morgan

Stanley; Elizabeth J. Shampnoi, Stout Risius Ross

This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 2 Transitional and Non-Transitional credit hours: 1 Law Practice Management; 1 Ethics.

This program has been approved by the Board of Continuing Legal education of the Supreme Court of New Jersey for 2 hours of total CLE credits. Of these, 1 qualifies as an hour of credit for ethics/professionalism, and 0 qualify as hours of credit toward certification in civil trial law, criminal law, workers compensation law and/or matrimonial law.

ACCREDITED PROVIDER STATUS: NYCLA’s CLE Institute is currently certified as an Accredited Provider of continuing legal education in the States of New York and New Jersey.

Information Regarding CLE Credits and Certification

So You’re Thinking of Working In-House March 9, 2015; 6:30 PM to 8:30 PM

The New York State CLE Board Regulations require all accredited CLE providers to provide documentation that CLE course attendees are, in fact, present during the course. Please review the following NYCLA rules for MCLE credit allocation and certificate distribution.

i. You must sign-in and note the time of arrival to receive your

course materials and receive MCLE credit. The time will be verified by the Program Assistant.

ii. You will receive your MCLE certificate as you exit the room at

the end of the course. The certificates will bear your name and will be arranged in alphabetical order on the tables directly outside the auditorium.

iii. If you arrive after the course has begun, you must sign-in and note the time of your arrival. The time will be verified by the Program Assistant. If it has been determined that you will still receive educational value by attending a portion of the program, you will receive a pro-rated CLE certificate.

iv. Please note: We can only certify MCLE credit for the actual time

you are in attendance. If you leave before the end of the course, you must sign-out and enter the time you are leaving. The time will be verified by the Program Assistant. Again, if it has been determined that you received educational value from attending a portion of the program, your CLE credits will be pro-rated and the certificate will be mailed to you within one week.

v. If you leave early and do not sign out, we will assume that you left at the midpoint of the course. If it has been determined that you received educational value from the portion of the program you attended, we will pro-rate the credits accordingly, unless you can provide verification of course completion. Your certificate will be mailed to you within one week.

Thank you for choosing NYCLA as your CLE provider!

New York County Lawyers’ Association

Continuing Legal Education Institute 14 Vesey Street, New York, N.Y. 10007 • (212) 267-6646

So You’re Thinking of Working In House

Wednesday, March 11, 2015, 6:30 PM - 8:30 PM

Program Co-sponsor: NYCLA's Young Lawyers Section

Program Chair: Luwick Francois, NYS Division of Housing and Community Renewal

Faculty: Timothy J. Heine, American Express; Jordan Kanfer, NTT

America/NTT Communications; Trina Moore, NYC Transit Authority; Nate Saint Victor, Morgan Stanley; Elizabeth J. Shampnoi, Stout Risius Ross

AGENDA

6:00 PM – 6:30 PM Registration 6:30 PM – 6:40 PM Introductions and Announcements 6:40 PM – 8:30 PM Discussion

So You’re Thinking of Working In-House

Program Co-sponsor: NYCLA's Young Lawyers Section

Program Chair: Luwick Francois, NYS Division of Housing and Community Renewal

Faculty: Timothy J. Heine, American Express; Jordan Kanfer, NTT America/NTT

Communications; Trina Moore, NYC Transit Authority; Nate Saint Victor, Morgan

Stanley; Elizabeth J. Shampnoi, Stout Risius Ross

Outline

1. A Day in the Life of an In-house Attorney

2. Methods/Routes to Obtaining an In-house Position

3. Advantages/Disadvantages to Working in House compaired to a firm or government position

4. Skills and attributes of a successful corporate employee

5. Strategic steps attorneys can take to follow an in-house path, including areas of employment,

courses, internships

6. Importance of networking and bar/trade groups and associations attorneys should belong to

7. Strategies for moving up the corporate ladder

8. Ethical issues to consider when transitioning from outside counsel to in house

9. Biggest ethical dilemmas faced by in-house counsel

10. Ethical considerations when returning to private practice, government or academia from in-

house positions.

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PERTINENT ETHICAL ISSUES

ENGAGING IN THE ATTORNEY-CLIENT RELATIONSHIP

1. Websites

a. Prospective client inquiries and ABA Model Rule 1.18

i. See ABA Formal Opinion 10-457 (2010) available at http://www.americanbar.org/content/dam/aba/migrated/cpr/pdfs/10_457.authcheckdam.pdf: “Websites have become a common means by which lawyers communicate with the public. Lawyers must not include misleading information on websites, must be mindful of the expectations created by the website, and must carefully manage inquiries invited through the website. Websites that invite inquiries may create a prospective client-lawyer relationship under Rule 1.18. Lawyers who respond to website-initiated inquiries about legal services should consider the possibility that Rule 1.18 may apply.”

ii. ABA Model Rule 1.18: “Duties to Prospective Client: (a) A person who consults with a lawyer about the possibility of forming a client-lawyer relationship with respect to a matter is a prospective client.”

1. What does it mean to be a prospective client? Comment [2] to ABA Model Rule 1.18 states: “A person becomes a prospective client by consulting with a lawyer about the possibility of forming a client-lawyer relationship with respect to a matter. Whether communications, including written, oral, or electronic communications, constitute a consultation depends on the circumstances. For example, a consultation is likely to have occurred if a lawyer, either in person or through the lawyer’s advertising in any medium, specifically requests or invites the submission of information about a potential representation without clear and reasonably understandable warnings and cautionary statements that limit the lawyer’s obligations, and a person provides information in response … In contrast, a consultation does not occur if a person provides information to a lawyer in response to advertising that merely describes the lawyer’s education, experience, areas of practice, and contact information, or provides legal information of general interest. Such a person communicates information unilaterally to a lawyer, without any reasonable expectation that the lawyer is willing to discuss the possibility of forming a client-lawyer relationship, and is thus not a ‘prospective client.’ Moreover, a person who communicates with a lawyer for the purpose of disqualifying the lawyer is not a ‘prospective client.’”

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b. Websites as attorney advertising

i. Subject to ABA Model Rules 7.1, 8.4(c)

1. ABA Model Rule 7.1: “A lawyer shall not make a false or misleading communication about the lawyer or the lawyer’s services. A communication is false or misleading if it contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement considered as a whole not materially misleading.”

See http://www.abajournal.com/magazine/article/seduced_for_lawyers_the_appeal_of_social_media_is_obvious_dangerous: “Consider, for instance, an attorney who has a listing on LinkedIn. All the information she posts about herself must be correct or she will violate Rule 7.1. But what about information posted by others? LinkedIn (and some other social media) allows users to ‘recommend’ others and praise their work. If a client posts a wonderful recommendation, must that praise comply with Rule. 7.1?”

2. ABA Model Rule 8.4(c): “It is professional misconduct for a lawyer

to: … (c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation.”

ii. California Rules of Professional Conduct 1-400: “A communication or a solicitation (as defined herein) shall not: (1) Contain any untrue statement; or (2) Contain any matter, or present or arrange any matter in a manner or format which is false, deceptive, or which tends to confuse, deceive, or mislead the public; or (3) Omit to state any fact necessary to make the statements made, in the light of circumstances under which they are made, not misleading to the public; or (4) Fail to indicate clearly, expressly, or by context, that it is a communication or solicitation, as the case may be; or (5) Be transmitted in any manner which involves intrusion, coercion, duress, compulsion, intimidation, threats, or vexatious or harassing conduct.” See http://www.calbarjournal.com/June2012/TopHeadlines/TH2.aspx

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2. Tweeting to connect with clients and potential clients

a. New York Rules of Professional Conduct 7.1(k): “All advertisements shall be pre-approved by the lawyer or law firm, and a copy shall be retained for a period of not less than three years following its initial dissemination. Any advertisement contained in a computer-accessed communication shall be retained for a period of not less than one year. A copy of the contents of any web site covered by this Rule shall be preserved upon the initial publication of the web site, any major web site redesign, or a meaningful and extensive content change, but in no event less frequently than once every 90 days.”

b. New York State Bar Ass’n Comm. On Prof’l Ethics, Op. 1009 (5/21/2014) available at http://www.nysba.org/CustomTemplates/Content.aspx?id=49755: “Press releases and tweets directed to potential clients in shareholder suits constitute advertising and solicitation. They are thus subject to retention requirements, and, if directed to New York recipients, are also subject to filing requirements. The tweets must be labeled ‘attorney advertising’ but are not prohibited by the rule against interactive solicitation.”

3. Listing “specialties” in social media profile

a. New York Rule of Professional Conduct 7.4(c): “A lawyer may state that the lawyer has been recognized or certified as a specialist only as follows: (1) A lawyer who is certified as a specialist in a particular area of law or law practice by a private organization approved for that purpose by the American Bar Association may state the fact of certification if, in conjunction therewith, the certifying organization is identified and the following statement is prominently made: ‘The [name of the private certifying organization] is not affiliated with any governmental authority. Certification is not a requirement for the practice of law in the State of New York and does not necessarily indicate greater competence than other attorneys experienced in this field of law;’ (2) A lawyer who is certified as a specialist in a particular area of law or law practice by the authority having jurisdiction over specialization under the laws of another state or territory may state the fact of certification if, in conjunction therewith, the certifying state or territory is identified and the following statement is prominently made: ‘Certification granted by the [identify state or territory] is not recognized by any governmental authority within the State of New York. Certification is not a requirement for the practice of law in the State of New York and does not necessarily indicate greater competence than other attorneys experienced in this field of law.’”

i. See http://www.legalethicsforum.com/blog/2012/08/more-on-tweeting-professional-responsibility-and-aba-revisions-to-mr-11.html

ii. New York State Bar Ass’n Comm. on Prof’l Ethics, Op. 972 (6/26/13) available at https://www.nysba.org/CustomTemplates/Content.aspx?id=28101: “A law firm may not list its services under the heading ‘Specialties’ on a

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social media site. A lawyer may not list services under that heading unless the lawyer is certified in conformity with the provisions of Rule 7.4(c).”

b. California Rules of Professional Conduct 1-400: “A communication or a solicitation (as defined herein) shall not: (6) State that a member is a ‘certified specialist’ unless the member holds a current certificate as a specialist issued by the Board of Legal Specialization, or any other entity accredited by the State Bar to designate specialists pursuant to standards adopted by the Board of Governors, and states the complete name of the entity which granted certification.”

4. Including phrase such as “Best Lawyer”

a. New York Rule of Professional Conduct 7.1(a): “ A lawyer or law firm shall not use or disseminate or participate in the use or dissemination of any advertisement that: (1) contains statements or claims that are false, deceptive or misleading.”

b. New York State Bar Ass’n Comm. On Prof’l Ethics, Op. 1007 (4/3/14) available at http://www.nysba.org/CustomTemplates/Content.aspx?id=49177: “In general, Rule 7.1 prohibits the use or dissemination of an advertisement that “contains statements or claims that are false, deceptive or misleading.” Rule 7.1(a)(1). … A lawyer may advertise his or her inclusion in ‘Best Lawyers’ provided that an assessment of the methodology used to determine a lawyer’s inclusion reveals that it is an unbiased, nondiscriminatory and defensible process. Advertising a lawyer’s inclusion in the publication is distinguishable from making a statement in advertising that cannot be factually supported and is misleading.”

5. Using the word “expert” in law firm domain name

a. New York Rule of Professional Conduct 7.5(e)(3): “A lawyer or law firm may utilize

a domain name for an internet web site that does not include the name of the lawyer or law firm provided the domain name does not imply an ability to obtain results in a matter.”

b. New York State Bar Ass’n Comm. On Prof’l Ethics, Op. 1021 (9/12/14) available at http://www.nysba.org/CustomTemplates/Content.aspx?id=52002: “A law firm may not use the word ‘expert’ in the law firm’s domain name regardless of whether the website otherwise contains a disclaimer that prior results do not guarantee future results.”

6. Attorney movement to a new firm

a. ABA Model Rule 1.4(a)(3): “A lawyer shall … keep the client reasonably informed about the status of the matter.”

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b. ABA Model Rule 1.6 (a)-(b):

i. “(a) A lawyer shall not reveal information relating to the representation of a client unless the client gives informed consent, the disclosure is impliedly authorized in order to carry out the representation or the disclosure is permitted by paragraph (b).”

ii. “(b) A lawyer may reveal information relating to the representation of a client to the extent the lawyer reasonably believes necessary: (1) to prevent reasonably certain death or substantial bodily harm; (2) to prevent the client from committing a crime or fraud that is reasonably certain to result in substantial injury to the financial interests or property of another and in furtherance of which the client has used or is using the lawyer’s services; (3) to prevent, mitigate or rectify substantial injury to the financial interests or property of another that is reasonably certain to result or has resulted from the client’s commission of a crime or fraud in furtherance of which the client has used the lawyer’s services; (4) to secure legal advice about the lawyer’s compliance with these Rules; (5) to establish a claim or defense on behalf of the lawyer in a controversy between the lawyer and the client, to establish a defense to a criminal charge or civil claim against the lawyer based upon conduct in which the client was involved, or to respond to allegations in any proceeding concerning the lawyer’s representation of the client; (6) to comply with other law or a court order; or (7) to detect and resolve conflicts of interest arising from the lawyer’s change of employment or from changes in the composition or ownership of a firm, but only if the revealed information would not compromise the attorney-client privilege or otherwise prejudice the client.”

c. ABA Model Rule 1.7(a): “Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibilities to another client, a former client or a third person or by a personal interest of the lawyer.”

d. ABA Model Rule 1.16(d): “Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client’s interests, such as giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fee or expense that has not been earned or incurred. The lawyer may retain papers relating to the client to the extent permitted by other law.”

e. ABA Formal Opinion 99-414

i. The departing lawyer and responsible members of the law firm who remain have an ethical obligation to assure that prompt notice is given to clients on whose active matters she currently is working.

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ii. Guidelines for pre-departure notices: (1) the notice should be limited to

clients [for] whose active matters the lawyer has direct professional responsibility at the time of the notice (e.g., the current clients); (2) the departing lawyer should not urge the client to sever its relationship with the firm, but may indicate the lawyer’s willingness and ability to continue her responsibility for the matters upon which she currently is working; (3) the departing lawyer must make clear that the client has the ultimate right to decide who will complete or continue the matters; and (4) the departing lawyer must not disparage the lawyer’s former firm.

iii. How to tell clients. See Lynda C. Shely, Law Firm Changes: The Ethical Obligations When Lawyers Switch Firms (citing ABA Formal Ethics Opinion 99-414). Preferred method of advising firm clients about the impending departure of an attorney is a joint letter from the firm and departing lawyer to all clients with whom the lawyer had significant personal contacts. The letter should advise the clients

1. When the lawyer is leaving;

2. The client has the option of going with the lawyer, staying with the firm, or getting a new firm;

3. How any advance fee deposit will be treated;

4. A place for the client to sign and return the letter, with instructions on where their file should go.

iv. Fewer restrictions on post-departure contact: “The departing lawyer

nevertheless may contact the client through written or oral recorded communication pursuant to Rule 7.2(a), subject to the limitations in Rules 7.1, 7.3(b) and 7.3(c), at least after the lawyer has departed the firm and joined the new firm.”

v. But “[t]he departing lawyer also must consider legal obligations other than ethics rules that apply to her conduct when changing firms, as well as her fiduciary duties owed the former firm. The law of agency, partnership, property, contracts, and unfair competition impose obligations that are not addressed directly by the Model Rules. These obligations may affect the permissible timing, recipients, and content of communications with clients, and which files, documents, and other property the departing lawyer lawfully may copy or take with her from the firm. Although the Committee does not advise upon issues of law beyond the Model Rules, we must take account of other law in construing the Rules; so must the departing lawyer before determining an appropriate course of action.”

f. See also https://www.americanbar.org/newsletter/publications/gp_solo_magazine_home/gp_solo_magazine_index/breakingup.html.

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g. New York see http://www.cavignac.com/publications/publications-lawyers-

perspectives/lawyers-perspective-the-dos-and-dont-of-attorney-lateral-movement/: “The New York State Court of Appeals decision in Graubard Mollen Dannett & Horowitz v. Moskowitz remains the bedrock authority in New York concerning the consequences of improper pre-departure client solicitation. In a unanimous decision, the Court found that ‘… as a matter of principle, preresignation surreptitious ‘solicitation’ of firm clients for a partner’s personal gain is actionable.’ While reaffirming this principle, the Court left open the precise parameters of when and how a departing lawyer can (and in certain situations, must) contact clients, noting, ‘it is unquestionably difficult to draw hard lines defining lawyers’ fiduciary duties to partners and their fiduciary duty to clients. That there may be overlap, tension, even conflict between the two spheres is underscored by the spate of literature concerning the current revolving door law firm culture.’”

h. Summary: An attorney who is leaving a firm (or moving within a firm) and is actively working on a client matter must – under ABA rules – give pre-departure notice to that client. The pre-departure notice cannot be a solicitation, it cannot urge the client to leave with the attorney. The client chooses whether to follow the attorney, stay with the old firm, or find new counsel altogether. The client is entitled to its files. After the attorney has left, the rules on contact are more lenient and the attorney is subject to the normal restrictions on solicitation.

SKILLS AND QUALITIES THAT ARE MOST IMPORTANT - THE LAWYER’S OBLIGATION TO STAY CURRENT

1. Keeping abreast of developments in the law. See ABA Model Rule 1.1, Comment [8]: “To maintain the requisite knowledge and skill, a lawyer should keep abreast of changes in the law and its practice, including the benefits and risks associated with relevant technology, engage in continuing study and education and comply with all continuing legal education requirements to which the lawyer is subject.”

2. Keeping up with technology. See http://www.legalethicsforum.com/blog/2012/08/more-on-tweeting-professional-responsibility-and-aba-revisions-to-mr-11.html: “Lawyers do need to keep up with relevant technology, which includes thinking about how to use new technology tools – such as social media – in our law practice.”

MANAGING THE RELATIONSHIP — CONFLICTS AND OTHER ISSUES

1. Conflicting marks as well as clients

a. ABA Model Rule 1.7: “Conflict of Interest: Current Clients: (a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibilities to another client, a former client or a third person or by a personal interest of the lawyer. (b) Notwithstanding the existence of a

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concurrent conflict of interest under paragraph (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and (4) each affected client gives informed consent, confirmed in writing.”

b. The foregoing rule covers not only situations where two parties are directly adverse but also situations where there is a significant risk that the lawyer’s representation of a client will be materially limited by the lawyer’s own personal interest or by the lawyer’s responsibilities to a different client or former client.

c. Representing new clients adverse to a new or former client in New York

i. New York Rule of Professional Conduct 1.7: “[A] lawyer shall not represent a client if a reasonable lawyer would conclude that either: (1) the representation will involve the lawyer in representing differing interests; or (2) there is a significant risk that the lawyer’s professional judgment on behalf of a client will be adversely affected by the lawyer’s own financial, business, property or other personal interests.”

ii. New York State Bar Ass’n Comm. On Prof’l Ethics, Op. 1008 (4/24/14) available at http://www.nysba.org/CustomTemplates/Content.aspx?id=49178: “A law firm may not oppose a current client in any matter, related or unrelated, absent the current client’s informed consent, confirmed in writing. However, a law firm may oppose a former client in any matter that is not substantially related to the law firm’s legal work for that former client. Even if the entity is no longer a client, a law firm has a continuing duty to protect confidential information of that entity.”

2. Unauthorized practice of law

a. ABA Model Rule 5.3(a)-(b): “With respect to a nonlawyer employed or retained by

or associated with a lawyer: (a) a partner, and a lawyer who individually or together with other lawyers possesses comparable managerial authority in a law firm shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that the person’s conduct is compatible with the professional obligations of the lawyer; (b) a lawyer having direct supervisory authority over the nonlawyer shall make reasonable efforts to ensure that the person's conduct is compatible with the professional obligations of the lawyer.” ABA Model Rule 5.3, comment [1]: “Paragraph (a) requires lawyers with managerial authority within a law firm to make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that nonlawyers in the firm and nonlawyers outside the firm who work on firm matters act in a way compatible with the professional obligations of the lawyer.”

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b. ABA Model Rule 5.3(c)(1)-(2): “Ethical Responsibility for Nonlawyer’s Misconduct … (c) a lawyer shall be responsible for conduct of such a person that would be a violation of the Rules of Professional Conduct if engaged in by a lawyer if: (1) the lawyer orders or, with the knowledge of the specific conduct, ratifies the conduct involved; or (2) the lawyer is a partner or has comparable managerial authority in the law firm in which the person is employed, or has direct supervisory authority over the person, and knows of the conduct at a time when its consequences can be avoided or mitigated but fails to take reasonable remedial action.”

3. Multijurisdictional practice

a. ABA Model Rule 5.5(c)(1)-(4): “A lawyer admitted in another United States jurisdiction, and not disbarred or suspended from practice in any jurisdiction, may provide legal services on a temporary basis in this jurisdiction that: (1) are undertaken in association with a lawyer who is admitted to practice in this jurisdiction and who actively participates in the matter; (2) are in or reasonably related to a pending or potential proceeding before a tribunal in this or another jurisdiction, if the lawyer, or a person the lawyer is assisting, is authorized by law or order to appear in such proceeding or reasonably expects to be so authorized; (3) are in or reasonably related to a pending or potential arbitration, mediation, or other alternative dispute resolution proceeding in this or another jurisdiction, if the services arise out of or are reasonably related to the lawyer’s practice in a jurisdiction in which the lawyer is admitted to practice and are not services for which the forum requires pro hac vice admission; or (4) are not within paragraphs (c)(2) or (c)(3) and arise out of or are reasonably related to the lawyer’s practice in a jurisdiction in which the lawyer is admitted to practice.”

b. California Rules of Professional Conduct 1-300: “(A) A member shall not aid any person or entity in the unauthorized practice of law. (B) A member shall not practice law in a jurisdiction where to do so would be in violation of regulations of the profession in that jurisdiction.”

TERMINATION — WHAT GETS YOU TO THIS POINT AND HOW TO DEAL WITH IT

1. When may (or must) either the client or the lawyer terminate the relationship?

a. Client (California): A client may fire attorney at any time with or without just cause. All attorney employment contracts are construed as terminable at will. Fracasse v. Brent, 6 Cal. 3d 785 (1972)

b. Attorney:

i. Mandatory Withdrawal—ABA Model Rule 1.16(a)(1): “(a) Except as stated in paragraph (c), a lawyer shall not represent a client or, where representation has commenced, shall withdraw from the representation of a client if: (1) the

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representation will result in violation of the rules of professional conduct or other law.”

ii. Permissive withdrawal where client will not cooperate—ABA Model Rule 1.16(b)6): permits withdrawal where the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the client.

2. Attorney’s Duties Upon Termination: ABA Model Rule 1.16(d): “Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client’s interests, such as giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fee or expense that has not been earned or incurred. The lawyer may retain papers relating to the client to the extent permitted by other law.”

Faculty Biographies

Luwick Francois is a Senior Attorney at the New York State Division of Housing and Community Renewal. Previously he was an agency attorney at the City of new York Administration for Children’s Services and a law clerk at the Law Office of David Wims. He received a Bachelors of Business Administration from Baruch College (Zicklin School of Business) and a JD from University of Akron School of Law.

Jordan Kanfer

Jordan Kanfer is a seasoned technology, outsourcing and corporate attorney. He is currently EVP & General Counsel at NTT America / NTT Communications which is an international telecom and outsourcing service provider. Prior to this he served as SVP, General Counsel and secretary to the board of directors at T-Systems North America, Inc. (the business services arm of Deutsche Telekom). Additionally, Mr. Kanfer has held senior in-house legal positions at Moneyline / Telerate (acquired by Reuters) and Global Crossing. In these positions, he has managed and organized large-scale business and legal initiatives, as well as negotiated and facilitated complex outsourcing, technology, telecom and finance transactions. Prior to working in technology, Mr. Kanfer worked at a firm and in investment banking where he was involved in structured finance and derivatives transactions.

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Execut i ve Pr of i l e

TIMOTHY J. HEINE MANAGING COUNSEL, GENERAL COUNSEL’S OFFICE

Tim Heine is presently SVP & Managing Counsel in the American Express General Counsel’s Office (GCO). He has senior oversight responsibility for the legal and regulatory affairs for several of American Express’ major businesses and functions. These include the U.S. consumer and small business (OPEN) Card business units, Global Banking (including the activities of American Express’ U.S. banking entities), Global Corporate Services, Global Advertising and Brand Management and Travel. He also oversees major legal areas such as Litigation Management, Advertising, Insurance Services and federal and state legislative and regulatory monitoring and support. Tim also serves as a Director on the Board of American Express Centurion Bank. Tim joined American Express GCO in 1983, and has held a wide range of positions with legal and compliance responsibilities during his tenure. Prior to that, Tim was associated with the law firm of Breed, Abbott and Morgan in New York City after clerking for the Chief Judge of the Federal District Court for the District of New Jersey. He is a member of the bar in New York and New Jersey. Tim attended the University of Pennsylvania’s Wharton School of Business, receiving a B.S. Degree in 1977, and he received his J.D. Degree in 1980 from Fordham Law School. Tim resides in Westfield, New Jersey with his wife, Sue, and they have three grown sons, Tim, Stephen and Ryan.

Trina Moore Trina Moore is an experienced litigator with over 10 years experience. Currently she is an Executive Agency Counsel for the New York City Transit Authority, where she defends against various personal injury actions, including wrongful death actions. Prior to her position at NYCT, she had experience as a senior associate with three New York City defense firms and accumulated over 30 jury trial verdicts. She also has prior in house counsel experience with two major insurance companies. Ms. Moore credits her trial abilities with her experience as a Brooklyn Assistant District Attorney and a clerkship with a state justice in Newark, New Jersey.

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Director Direct +1.646.807.4235 Mobile +1.914.522.0174 eshampnoi@srr.com Education J.D. Touro College Jacob D. Fuchsberg Law Center B.S. Mercy College Criminal Justice and Paralegal Studies Professional Affiliations American Bar Association - Litigation Section American Bar Association - Women Advocate Committee American Bar Association - Dispute Resolution Section, Co-chair, Advocacy Committee National Association of Professional Women New York City Bar New York State Bar Association - Commercial and Federal Litigation Section New York State Bar Association - Corporate Counsel Section New York State Bar Association - Dispute Resolution Section, Executive Committee, CLE Co-chair New York State Bar Association - Intellectual Property Section Women�s Leadership and

Mentoring Alliance

Elizabeth J. Shampnoi, Esq.

Elizabeth J. Shampnoi, Esq. is a Director in the Dispute Advisory & Forensic Services Group. She regularly provides litigators, in-house counsel and senior executives with a broad range of business advice concerning cost-effective and timely alternative dispute resolution. Many times this involves identifying which cases are appropriate for mediation or arbitration, proper forum selection, drafting clauses pre-dispute and post-dispute, selecting the arbitrator or mediator, rule interpretation/enforcement and best practices in advocacy. Additionally, Ms. Shampnoi advises counsel in the selection of experts and consultants for a variety of matters, including, but not limited to, commercial disputes, internal and external investigations and business valuations. Prior to joining SRR, Ms. Shampnoi was an Associate Director at a large, international consulting firm where she advised clients in the selection of experts and consultants; worked with clients to identify emerging issues and trends; developed innovative strategic business initiatives; and prepared tactical responses to market developments. Before entering consulting, Ms. Shampnoi was an attorney at the law firm of Storch Amini & Munves PC. Her primary areas of practice included complex commercial litigation, arbitration, and mediation. She represented individuals, partnerships, corporations and educational institutions concerning disputes involving a variety of issues and industries including breach of contract, defamation, misappropriation, trademark infringement, fraud, real estate, factoring, entertainment and transportation. Ms. Shampnoi�s practice also involved the drafting and negotiating of various types of agreements including confidentiality, non-compete, non-disclosure and employment agreements, as well as domestic and international dispute resolution clauses. Earlier in her career, Ms. Shampnoi was the District Vice President of the New York region of the American Arbitration Association for several years. She advised advocates, in-house counsel and neutrals concerning all procedural and substantive aspects of domestic and international alternative dispute resolution. Ms. Shampnoi has spoken extensively on the subject of alternative dispute resolution and conducted numerous arbitration and mediation training seminars. Ms. Shampnoi is admitted to the bar in the States of New York and Connecticut as well as the United States Eastern and Southern Districts of New York and the United States District Court of Connecticut. She has served as a board member for the Association for Conflict Resolution of Greater New York and the New York State Dispute Resolution Association and she was named a Rising Star in Dispute Resolution by Super Lawyers in 2011.

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Elizabeth J. Shampnoi Director Direct +1.646.807.4235 Mobile +1.914.522.0174 eshampnoi@srr.com

Elizabeth J. Shampnoi

Publications: "The Promise of the Process: Ways to Capture the Promised Benefits of Arbitration", The SRR Journal, Spring 2014 �The Importance of Selecting an Arbitrator with Construction Industry Expertise,� LORMAN EDUCATION SERVICES CONSTRUCTION UPDATE, January 23, 2006 and �The Importance

of Selecting an Arbitrator with Industry Expertise,� LORMAN EDUCATION SERVICES LEGAL

UPDATE, January 16, 2006. �The CPA in Mediation and Arbitration: The Arbitrator Selection Process and New Ethical Standards,� THE CPA JOURNAL, December 2005. �The Growing Popularity of ADR,� THE METROPOLITAN CORPORATE COUNSEL, August

2005 (Interview).

N. Nate Saint-Victor Nate Saint-Victor is an Executive Director in the Legal and Compliance Division of Morgan Stanley where he provides advice on issues pertaining to investment advisers and broker-dealers, with a focus on the formation, distribution and marketing of hedge funds and other alternative investment vehicles. Previously, Nate was an associate at Davis Polk & Wardwell where he practiced in the Investment Management Group. Since 2009, Nate has served on the Securities Industry and Financial Markets Association (SIFMA) Alternative Investments Roundtable and previously served on the SIFMA Investment Advisor/ Broker-Dealer Task Force, SIFMA Investment Advisory Committee and the Certified Financial Planner Board Business Model Working Group. Nate regularly participates on a broad range of panels and has been published covering issues such as securities laws, diversity and inclusion and professional development. Nate is Chair Emeritus of the award-winning Morgan Stanley Legal and Compliance Division Diversity & Inclusion Committee. Nate is also on the Board of Directors for the Alliance of Securities and Financial Educators (ASAFE), the Advisory Council for the National Association of Minority and Women Owned Law Firms (NAMWOLF), Co-Chair of the New York City Bar Association Enhancing Diversity in the Profession Committee, a 2009 Council of Urban Professionals (CUP) Fellow and a member of The Group. Nate enjoys mentoring and mooting high school students through Legal Outreach, currently sits on their Advisory Board, and was recognized as an “Elder of the Village”, the organization’s highest honor. Nate received his undergraduate degree from Duke University, where he co-founded the Duke Business Club and the Duke Investment Club, and received his law degree from Georgetown University Law Center, where he was on the Journal of Gender and the Law, the Barristers’ Council, the nationally ranked Frederick Douglass moot court team and served as President of the Black Law Students Association (BLSA). Nate and his wife Christina live in Pennsylvania and New York City. Nate is a self-proclaimed (and widely recognized) Spades Champion and a petrified but proud expecting father.