Welcome back to Inside Track. I'm ALM In-House Desk reporter Stephanie Forshee, taking over for my former colleague Jennifer Williams-Alvarez.

I'm excited to step in and start conversations with all of you. I'd love to know what you and your legal department have going on, what you've heard about or would like to know more about. If I get something wrong or miss the key angle, let me know. And please send any suggestions for what you'd like to see in this newsletter moving forward. You can email me at [email protected] or find me on Twitter @InOtherNewsNow.

In this edition: Now that the dust has settled, Verizon's GC is finally ready to dish on that Yahoo deal. A top news exec at NPR was forced out of the company following sexual harassment allegations, and the investigation shows that the GC was very involved in looking into the matter, as were other in-house lawyers. Any general counsel's involvement in this type of investigation can be, well … complicated, one lawyer told me.

What's happening -

THE DEAL THAT ALMOST WASN'T. By now, you might have heard about a couple of major data breaches at Yahoo. And you might have also heard that Verizon acquired Yahoo last June. Last week, Verizon GC Craig Silliman finally spoke out about how the deal came together despite the overdue breach announcements. For her last article for Corporate Counsel, Jennifer Williams-Alvarez grabbed an exclusive with Silliman.

Jen had spoken to the GC a year ago before the deal closed and continued reaching out to him for the in-depth story on how it came together. “For months, though, it didn't happen, whether it was because of scheduling or that it was too soon after the deal was completed,” she said. “Anyway, we finally made it work last week.”

So what did Silliman have to say? Basically, with a price cut and a revision of language to allocate liability related to the data security incidents, Silliman said, Verizon and Yahoo were able to find “an elegant way to move the deal to close.”

Jen found it noteworthy how with each announcement of yet another Yahoo breach, Verizon “sort of went back to this fundamental question of whether, despite the new information, it still made strategic sense to go ahead with the deal.” Spoiler alert: It apparently did.

A TOUGH POSITION. NPR recently released an investigation into the not-so-private affairs of former news exec Mike Oreskes, who was pushed out after sexual harassment allegations stacked up against him. The report says NPR's general counsel Jon Hart was put in a bind when he had to warn Oreskes that inappropriate behavior with women and misusing company expenses would not be tolerated. But Hart's warnings apparently fell on deaf ears.

This got me thinking about the complicated position that GCs find themselves in when investigating such misconduct, especially when senior management is involved. I asked Helene Wasserman, shareholder and co-chair of the litigation and trials practice at Littler Mendelson, who was not involved in the NPR investigation, to provide some guidance on how to handle this tricky situation. She told me:

➜ It is vitally important that employees are aware that the commitment to providing a harassment-free workplace comes from the highest levels within organizations, and is being policed by general counsel. Knowing that complaints will be taken seriously, and investigated by truly neutral and impartial individuals, is a step towards helping employees regain trust in their organizations.

➜ Organizations should seriously consider using an outside investigator whenever harassment complaints are made about a senior level executive. Doing so completely avoids the notion that there is collusion, that the GC is somehow protecting the alleged accuser, that the GC is minimizing the alleged conduct or meting out counselling or discipline that is not fitting the conduct.

➜ It might be wholly appropriate for the GC to be involved in the dialog about how the organization should respond once the investigation is concluded, but the investigation should be conducted by someone entirely impartial. And besides, no GC wants to be deposed, and retaining an outside investigator who will be deposed if the matter turns to litigation will insulate the GC.

Overheard

• Former American Airlines GC Gary Kennedy, who recently spoke to Corporate Counsel's own Sue Reisinger, talked to Marketplace this past week about what the airline industry regs could look like under Trump. And like many other travelers, he thinks that pets aboard aircraft have gotten a little out of hand. An airplane, he noted, is “not a zoo.”
• Following Supreme Court arguments Tuesday morning, Microsoft CLO Brad Smith talked about the origins of the case back in 2013 when U.S. law enforcement demanded the company turn over customer data located in Ireland. “When we filed it, we said we are prepared to take this case all the way to the Supreme Court if that's what it took to protect the privacy of our customers around the world,” he said. (Read more:

Don't miss -

Tuesday, March 6. Global Leaders in Law will hold a roundtable in Berlin titled “Changing Corporate Culture.” It will also hold sessions on “What to Do If Your CEO Resigns” in Copenhagen on March 7 and in Sao Paulo on March 13. GLL is an invitation-only membership group, offering GCs a global platform for in-person collaboration to exchange ideas, receive advice and guidance from peers. For more information, contact Meena Heath at [email protected].

Wednesday-Thursday, March 14-15. The Corporate IP Counsel Forum will soon be in New York, where counsel from GE, Intel, Microsoft and more will discuss the issues impacting IP strategies. More info and a full list of panelists here.

Thursday-Sunday, March 15-18. The Hispanic National Bar Association will meet in San Francisco for its Corporate Counsel Conference. The theme is INNOVATE and the conference aims to get members “ahead of the curve,” according to the HNBA website.

Wednesday-Friday, March 21-23. Good Lawyers to Great Lawyers, A Strategic Professional Development Retreat will take place in Orlando. The ACC Foundation's event will focus on strategic professional development and coaching. In-house lawyers from Petco, Abercrombie & Fitch, Wintrust Financial and Venture-Science will be present.

On the move -

It's electrifying. In one of the bigger in-house hiring announcements made of late, GE named a new general counsel last Friday. Michael Holston (above), former GC of Merck, will step into the role in April. That will give GE's Alex Dimitrief the chance to fully transition to a new position. Back in December, he was named senior vice president and president and CEO of GE's Global Growth Organization.

Class is in session. LinkedIn's general counsel announced he's going back to school. Well, sort of. Michael Callahan will be joining Stanford Law School as the new executive director of the Rock Center for Corporate Governance and as a law professor. His in-house replacement has not yet been named, so recruitment is probably going on now— perhaps with the help of the company's LinkedIn connections.

Promotion time. An executive restructuring at Herbalife will affect two of its top lawyers. Effective May 1, current acting GC Richard Werber will become CLO. And Henry Wang, currently serving as deputy GC, will step into the GC spot, the company announced Thursday.

Pharma jumping. This week, Aerie Pharmaceuticals announced that John LaRocca has joined the company as its new GC. He comes to Aerie from Eagle Pharmaceuticals, where he was also GC.

Safe harbor. Crypto-securities compliance company Harbor announced Tuesday that Josh Stein will serve as the company's general counsel and president. He'll be helping companies with ICOs and trading private securities on blockchains. He joins the company after helping with a legal and compliance turnaround at Zenefits, where he worked as the GC and chief compliance officer.

Quote of the week -

“This is a sad decision. Companies have invested in compliance programs, education and investigative skills and now an employee that raises an issue internally cannot rely on legal protection from retaliation? This will hurt compliance programs and the ability of compliance professionals to be effective.”

- Elisa Garcia, CLO of Macy's (In response to GAN Integrity GC Valerie Charles asking in a LinkedIn post what others thought about SCOTUS' decision to limit protections for internal whistleblowers.)

Question of the week -

Do you have a pressing question you'd like answered? If so, send it my way.

This week's question:

My company is moving employees from the U.S. to Europe. How will that change the amount of leave and pay they receive when they have or adopt a child?

This is a good question and one that is illustrative of a broader question raised by many of our newly globalized clients: What new or different benefits will my U.S. employees be entitled to, if we assign them to work internationally? The singular answer to both our current narrow question and the broader overarching question is fairly simple in concept but somewhat more complex in application.

Generally speaking, U.S. employees assigned to work in another country for any appreciable period of time (i.e., beyond an extended business trip) are most often entitled to the protections of that country's employment laws, to the extent that they are more favorable to the employee than the terms and conditions of his/her U.S. employment. This means that U.S. employees assigned to work abroad often will receive, or will have access to, a number of statutory entitlements and protections that are typically left to an employer's discretion in the U.S. Indeed, throughout Europe, and most of the world, the laws governing employee relations are far more favorable to employees than here in the U.S.

We can observe how the foregoing applies by analyzing the answer to the initial question concerning leave and pay entitlements for new parents. From the simple side, the answer is: The subject employee will be entitled to the benefits of the local jurisdiction's laws. From the complex side, however, these entitlements can range significantly, and almost always differ from what we consider the “norm” in the U.S. For example, in the United Kingdom, employees are entitled to up to 52 weeks' Statutory Adoption Leave, the first 39 weeks of which include some form of Statutory Adoption Pay. By way of further example, in 2017, Spain increased its statutory paternity leave entitlements from two days of employer-paid leave, followed by 13 weeks of state-paid leave, to two days of employer-paid leave, followed by four months of state-paid leave.

Based on this simple-yet-complex reality, it is critical that when expanding into the international employment market, employers align with counsel conversant in the employment law requirements in those jurisdictions in which the employer intends to hire or transfer employees.

— Michael Avila, associate with Fisher & Phillips