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EU Regulators Clarify Scope of GDPR

Who does the GDPR apply to and what questions does the guidance answer? Read

Friday News Round-Up: Brexit and Salaries Are Top of Mind

Fortunately, general counsel are forging a way ahead. Read

10 Lessons In-house Counsel Learned in 2018

From GDPR compliance to unethical bosses, it was a stressful year for in-house counsel. Read

5 Ethics Lessons Lawyers Can Learn from Michael Cohen

Cohen’s plight should serve as a cautionary tale to lawyers everywhere. Read

Responding to Crisis: An Ethics Lesson from Facebook

What part do in-house counsel play in the solution? And when should you stay or go? Read

In Brief

Today's Top Story

China Warns State Firms to Avoid Traveling West

China’s State-Owned Assets Supervision and Administration Commission has told some firms to avoid business trips to the U.S. and its allies and to only take secure, company-issued laptops if traveling is necessary, according to people familiar with the request. The order from the regulatory body that oversees about 100 government-run companies also said that employees should have the company verify which files they are carrying and only store them on secure USB flash drives, two people familiar with the warning said separately. Chinese and American executives have become more cautious when traveling after the December arrest of Huawei Technologies Co. executive Meng Wanzhou in Canada on behalf of the U.S., and the detention of two Canadian citizens in China. Additionally, tensions between Beijing and Ottawa have increased after a Chinese court sentenced a Canadian man to death for drug trafficking after a one-day retrial, reports Bloomberg (15 January). The move caused Canada to update its travel advisory for China, urging its citizens to “exercise a high degree of caution in China due to the risk of arbitrary enforcement of local laws.”

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Regulatory Developments

OSC Seeks to Lighten Regulatory Load on Companies

The Ontario Securities Commission (OSC) recently kicked off a broad consultation aimed at reducing costly and outdated rules, as well as lightening the regulatory burden on companies. Maureen Jensen, chair of the OSC, said the consultation will focus on finding opportunities to “streamline and improve” disclosure to investors, whom she said ultimately bear the cost of unnecessary or outdated regulations. Jensen added that the consultation is being done “with the support of our government,” reports the Financial Post (14 January, Schecter).

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Board/Management Relations

La-Z-Boy Names New GC

La-Z-Boy announced that Stephen Krull has been appointed vice president, general counsel, and corporate secretary. He will be responsible for managing all legal matters for the company, including corporate securities, compliance, litigation, intellectual property and patents, environmental, M&A, and contracts. Krull succeeds Rand Tucker, who is retiring after 19 years with the company, reports Monroe News (14 January).

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Banco Bradesco Shuffles Management

To increase revenue, Brazil’s Banco Bradesco SA Chief Executive Officer Octavio de Lazari has reduced the number of executive vice-president positions from six to four. The country's second largest private lender said Josué Augusto Pancini and Mauricio Machado de Minas will leave their positions, but stay on as board members, reports Reuters (14 January, Mandl). The changes come almost one year into de Lazari's tenure as CEO, with the goal of increasing revenue per client.

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Newmont Mining to Buy Goldcorp to Create World's Largest Gold Miner

CNBC (14 January) reports that Newmont Mining has inked a US$10 billion deal to acquire smaller rival Goldcorp, creating the world's largest gold miner by output. The deal is the second major merger in the mining industry since Barrick Gold agreed to purchase Randgold Resources this past fall in an effort to reduce costs. The gold mining industry has come under fire from investors in recent months for poor management of capital. This combined with falling gold reserves and higher extraction costs have prompted miners to look for cost efficiencies.

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Lawmakers Launch Drug-Pricing Probe

CNBC (14 January, Lovelace Jr.) reports that the U.S. House Oversight Committee is investigating the actions of 12 major pharmaceutical companies in raising prescription drug prices in the United States. Seeking detailed information and documents about each companies' pricing practices, Chairman Elijah Cummings (D-MD) has sent letters to AbbVie, Amgen, AstraZeneca, Celgene, Eli Lilly, Johnson & Johnson, Mallinckrodt, Novartis, Novo Nordisk, Pfizer, Sanofi, and Teva Pharmaceuticals. AbbVie and Sanofi received information requests regarding three of their drugs, while Amgen, Pfizer, and Novo Nordisk fielded requests about two drugs. The others were each asked about one drug. Cummings wrote in an official statement: "The goals of this investigation are to determine why drug companies are increasing prices so dramatically, how drug companies are using the proceeds, and what steps can be taken to reduce prescription drug prices."

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Google Employees Plan Social Media Campaign Targeting Sexual Harassment Policies

In November, Google employees walked out of their offices around the world in protest of sexual harassment policies after a report said Android creator Andy Rubin had allegedly been given a US$90 million exit package in 2014 after credible sexual assault allegations had been brought against him. Now, the organizers are launching a social media campaign to educate the public and protest the issue of forced arbitration by tech companies. After the protest, Google told employees that arbitration in cases of sexual harassment and assault claims will be made optional. However, organizers said Google's response did not go far enough, adding that “the change yielded a win in the headlines, but provided no meaningful gains for worker equity ... nor any actual change in employee contracts or future offer letters.” They noted that Google is “still sending out offer letters with the old arbitration policy.” On 15 January, from 9 a.m. to 6 p.m. ET, the organizers will share facts about forced arbitration every hour on the hour, and interviews with sexual assault survivors and experts on Instagram every hour on the half hour, reports CNBC (14 January, Feiner).

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VW to Build New Electric Vehicle in U.S.

Volkswagen (VW) has announced it is investing US$800 million to build a new electric vehicle at its plant in Chattanooga, Tenn., reports Reuters (14 January, Shepardson), as it shifts toward zero emission vehicles. The German automaker will be adding 1,000 new jobs at the plant and electric vehicle production there will begin in 2022. German automakers have been under pressure from the Trump administration to increase their investments in the United States. VW will use a modular electric toolkit chassis (MEB) in Chattanooga. The company designed MEB to be the basic building block for its EVs and it is intended to consolidate all of the vehicle's electronic controls and reduce the number of microprocessors.

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Food and Beverage

Food Companies Targeting Black Consumers: Study

A new study found that food companies have increased their spending on TV commercials targeting black consumers, while simultaneously reducing their overall spending on advertising. The report from University of Connecticut's Rudd Center for Food Policy & Obesity found that between 2013 and 2017, when both total and Spanish-language TV advertising by food companies fell 4 percent, TV marketing aimed at black Americans increased more than 50 percent. Black teenagers saw more than twice as many ads for unhealthy foods compared to white teens in 2017, the study found. “They're really focusing on products that can harm kids' health, and they're focusing on black networks,” Jennifer Harris, lead author of the study and director of marketing initiatives at the Rudd Center, said of food companies. “Given higher rates of obesity, diabetes, and hypertension in black families, they're basically contributing to those diseases.” The study analyzed TV marketing data from the 32 companies responsible for most food advertising in 2017, including fast-food chains and packaged food giants, reports Bloomberg (15 January, Holman, Patton).

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Foreign Retailers Upended by Crackdown in India

Many small shopkeepers in India have complained that online retailers can offer better prices and that the Indian government has showed little concern for small businesses. However, with an upcoming general election, prime minister Narendra Modi is working to address such complaints. For example, Amazon and Flipkart must comply with new restrictions by the end of January that restrict the use of their hefty balance sheets to boost sales on their virtual marketplaces. Although the move is intended to strengthen the government's credentials among India's small retailers, it has sparked alarm for Flipkart and Amazon, two of the country's biggest outside investors. The new rules stipulate that no seller on foreign-funded online marketplaces can source more than 25 percent of its inventory from a wholesaler linked to the marketplace—banning sellers set up to shuttle goods between the two. The rules also state that no entity may sell on these marketplaces if any of its equity is owned by the marketplace or by any of the latter's “group companies,” reports the Financial Times (14 January, Mundy). “A sudden change in rules is not helpful,” said Mukesh Aghi, president of the U.S.-India Strategic Partnership Forum. “It sends a message to groups that the environment is not transparent.”

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MNG Enterprises Offers to Buy Gannett

CNBC (14 January) reports that newspaper chain MNG Enterprises on Monday offered to purchase USA Today publisher Gannett for US$1.36 billion. In a letter sent to Gannett's board of directors, MNG stated it had approached the company's executive management and board on numerous occasions regarding a potential combination, but that Gannett had not "meaningfully engaged." MNG owns a 7.5 percent interest in Gannett. It plans to hire an investment bank to conduct a review of options, including a potential sale of Gannett. MNG, better known as Digital First Media, is backed by hedge fund Alden Global Capital. It is the publisher of the Denver Post and San Jose Mercury News. Gannett, which owns newspapers and websites nationwide, has been doing its best to transition to digital subscriptions and away from legacy newsprint.

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Corporate Social Responsibility

State Street Tells Boards to Focus on Corporate Culture

State Street Global Advisors (SSGA) has written to the independent chairs or lead independent directors of more than 1,100 companies in the S&P 500, FTSE-350, and equivalent indices in Australia, France, Germany, and Japan, asking them to review their companies’ cultures. The letter by the world's third-largest asset manager describes how directors can assess, influence, and report on their culture and warns companies that they should expect to answer questions about their culture from SSGA over the coming year, reports the Financial Times (14 January, Edgecliffe-Johnson). The move follows a previous letter that focused on sustainability, directors' independence, and gender diversity in the boardroom.

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