JOHN KEITH Employment Law Chief Counsel “The team is enjoying the rich variety of the work. It’s incredibly exciting and rewarding to be able to contribute meaningfully. I only wish we had done this years ago.” JOHN KEITH Employment Law Chief Counsel

DAWN SMITH General Counsel “By focusing the [in-house] team on interesting and challenging work, we achieved our goal of becoming a trusted advisor, while also encouraging career development for our team members.” DAWN SMITH General Counsel

ELLEN PEKILIS General Counsel “We went from a small department with uncontrolled incoming flow to a high-performing group who perform more complex, challenging tasks. The projects are more rewarding and cross-functional, and the legal staff is more engaged.” ELLEN PEKILIS General Counsel

STEPHANIE SCIULLO Associate General Counsel “Where there are repeat, routine tasks, we can benefit from creating an optimized process. … we are not trying to stuff every skill into a box or a form. There’s room for both creativity and efficiency.” STEPHANIE SCIULLO Associate General Counsel

RENATO CONTI former General Counsel “Although we liked to be perceived as characters in a Rambo movie, we truly wanted to improve our reputation and status with internal customers, and to bridge the gap between quality offered and quality perceived.” RENATO CONTI former General Counsel

CHRIS FOWLER BT plc UK Commercial Legal Services GC “We are now in a position to demonstrate to our internal customer that the value of their legal spend is being optimized and continually monitored.” CHRIS FOWLER BT plc UK Commercial Legal Services GC

RAFIK BAWA Associate GC “Aside from greater work-life balance, team members feel a sense of ownership of the solution and have moved up the value chain to do more complex, strategic work.” RAFIK BAWA Associate GC

JENNIFER BILLINGSLEY ZS Associates former GC “Allowing our in-house lawyers to specialize — giving them areas they own, and equipping them with tools and resources — allows them to focus on the things they really enjoy.” JENNIFER BILLINGSLEY ZS Associates former GC

JOE MILCOFF FedEx Ground Package System VP Litigation & Risk “Everyone is able to use all of their talents as legal professionals. There is no need to farm out this work to a firm billing us for a junior attorney’s time. We’ve seen increased quality, increased consistency, and increased job satisfaction.” JOE MILCOFF FedEx Ground Package System VP Litigation & Risk

RAY BAYLEY Novus Law CEO “It’s pretty cool when clients expect cases to go six months and [we] can resolve them after a few days or weeks.” RAY BAYLEY Novus Law CEO

LOIS BINGHAM General Counsel “We pursued a fast pace, but tried to be nimble and flexible. It was really a great experience. The team coalesced and put their all into realizing our shared vision: to be a best-in-class legal department.” LOIS BINGHAM General Counsel

TROY SWAN General Counsel Australia & New Zealand “Raising the legal IQ [among clients] has driven a marked decrease in requests for assistance, allowing the legal team to focus on higher-value efforts, thereby reducing the need to seek external advice.” TROY SWAN General Counsel Australia & New Zealand

STEPHANIE SCIULLO Associate General Counsel “Jump right in, even if you don't have everything perfectly in place yet.” [when asked for advice for future Champions] STEPHANIE SCIULLO Associate General Counsel

Innovative Collaboration Models in Procurement, Contracting and Discovery

Red Robin’s Contract Process Initiative with Bryan Cave

Problem Statement Red Robin’s contracts process was causing various pain points: Lack of standards for key contractual terms resulting in less favorable terms, higher risk (legal and business), and longer contract review cycle times Lack of well-defined contract review process Confusion (who, what, when?) Inconsistency - Legal and finance team only included in review of some contracts Significant $$ spending not tied to a contract at all No visibility into where a contract is in the process Lack of tools to facilitate post-signing contract administration No centralized contracts repository Contract milestone management challenging (renewal, termination, etc) Inconsistent management of contractual compliance by vendors

Collaboration with Bryan Cave Bryan Cave partnered with Red Robin Legal Dept to Create a Contracts Policy Create Self-Service Tools: Contracts playbook / clause library Templates, checklists Contracts intake form Contracts training Design and implement Contracts Management System Draft, review and negotiate contracts Provide cost predictability – Fixed Fee Arrangement

Project Scope Scope of Contracts Process Initiative Entire lifecycle – draft, review/negotiate, signature, storage, amendment, renewal, termination However, initial focus was on establishing process from intake through signature Standardizing clauses and templates and improving efficiency of legal review Later moved on to technology tools for contracts intake portal, contract storage and lifecycle milestone alerts

Project Methodology Identify and Segment Contracts Landscape Improve Efficiency of Legal Review Define and Communicate Contracts Process Create training and self-service tools for clients Use technology to manage contract lifecycle Project Methodology Identify and segment contracts landscape score contract types by impact on business and risk Streamline contracts review process Tailor legal staffing models to contract volume, complexity, and required TATs Create ‘good,’ ‘better,’ ‘best’ contract clauses to provide a pre-approved range of standard “fall back” options Create contract review policy that: reflects new process, assigns clear ownership and governance Provides escalation path where needed Communicate the “Why” and the “WIIFM” to secure Exec Team and internal client buy-in Create contract templates for ‘contracts leads’ in business functions Pre-approved “good, better, best” clauses Training – intake process, use of templates, writing SOWs, red-flag issues and escalation Implement contract management system: Contract storage and search Contract milestone alert notifications Automate review and approval workflow Monitor policy compliance

Identify and segment contracts landscape Higher Risk/Value Unique/Specialized Strategic Expertise, Complex Competitive Advantage Examples Examples ■ Third party benefits agreements ■ Food supply agreements Master agreements (software ■ IT outsourcing agreements Senior ■ Lawyers licenses; credit card agreements) ■ M&A agreements ■ Larger procurement agreements Lawyers and Paralegals Business Units Submit Requests Contract Intake Specialist Paralegals and Not Business Critical Essential to Business… Contract Leads Ordinary Course but Routine Examples Examples ■ Service agreements for restaurants ■ Real Estate Leases Contract Leads (Music, DirecTV, Preventive Maintenance) ■ Franchise agreements ■ Supply agreements (lower-value ■ Marketing agreements agreements) ■ Non-disclosure agreements Lower Risk/Value Non-Core Core Nature Core = Matters that directly impact business strategy. Tailored contracts review staffing model to risk and impact on business

Volume of Contracts Drafted / Reviewed Improve efficiency of legal review: Defining staffing model Lawyers Contract Intake Specialist Business Units Submit Requests High Value/Risk Volume of Contracts Drafted / Reviewed Low Manage high-risk and matter. Manage complex, sophisticated, and high-value contracts. Review routine and ordinary course commercial contracts. Reviews intake submissions for completeness and assigns contracts to the for review Contract Leads and Paralegals high-value contracts, often Senior specific to a given subject and Paralegals

Communicate the new Contracts Process Lessons learned the hard way Need Executive Team and internal client buy-in Explain the “Why” Focus on the pain points for your internal clients rather than those of the legal dept Explain “What’s in it for me” (WIIFM) Explain how the new process will solve their pain points Anticipate their concerns with the new process and address them proactively Process is designed to improve efficiency of legal review Process recognizes that not all contracts pose the same risk and require the same level of scrutiny Make compliance easy

Explain the Why - Sample

Explain the WIIFM - Samples

Communicate the New Contracts Process - Sample

Training and Self-Service Tools: Making the Process easier to follow Contracts management portal – designed and created by Bryan Cave Automated contract intake process Automatically reminds the internal client of the required dept approvals and authorized signatories (based on dollar amount, subject matter, duration) Tracks status of the contract throughout the review process Generates “green sheet” when contract is ready for signature; documents receipt of required dept approvals highlights significant deviations from our standard contract terms Centralized contracts repository Tracks and reports KPIs (e.g. contract volume, cycle times, on-time performance) Self Service Tools for internal clients Contract templates for routine, repeatable contracts Checklists Training for internal clients Contracts process Use of portal, templates, checklists, SOWs

APPENDIX

Final filed in Repository Sample Contracts Review Process Map Contract Management Lifecycle Submit a request Client needs Is Send to other side for contract to make Client Start additional No / negotiations End review/write modifications/ information needed? (Bus/Legal contract re-submit involvement) No Distribute request Is Level Yes to appropriate based on Yes Final filed in Repository Intake Request received information complete? level based on matrix/ matrix/distribution distribution tree. tree Review Review/ Is third Return Additional Legal Standard Process Review Review party or Mark-up Contract Lead / Paralegal/ mark- request information sign- Execution request or write? escalation contract up needed? to client needed o ff Write No Yes Provide input Lawyer Review and return to request requestor and/or Provide input Senior Lawyer Review and return to request requestor and/or Contract Lead / Paralegal— Escalate to ET Provide input Ordinary, Simple, and Forms and return to Lawyer— Complex, Higher Value/Risk requestor Senior Lawyer— Strategic, Highly Complex, Expertise STRUCTURE PROCESS TOOLS

Sample Project Plan Project Milestones Complete Date Status Comments Assess the contracts landscape 12/31/14 Complete Identify, score and segment contracts by impact, risk and core/non-core. Define contracts intake and handling process 3/31/15 On Track Define responsibilities for contract intake and contract drafting, review, negotiation, approval, and escalation. Present to ET Mar. 16 Establish standards for commercial contract terms 4/30/15 Standardize clauses for key terms; create ‘good,’ ‘better,’ ‘best’ contract clauses to provide a pre-approved range of standard options for inclusion in agreements. Create and communicate contracts review policy Needs Attention Create concise contracts review policy that reflects established process and assigns clear ownership and responsibilities. Create intake form. Create agreement templates and self-service tools Summer 2015 Create agreement templates and review checklists to enable delegation to paralegals and ‘power users’ in business functions. Will define a roll-out schedule for template creation. Contracts Training for contracts leads within the business functions Train ‘power users’ in the business functions on the contracts review policy, the process, and (where appropriate) negotiation skills and the use of the templates, checklists and standard clause options. Conduct Periodic Reviews 6 month intervals Determine whether need to update policy, templates or standard clause options based on changes in business conditions, risk tolerance, internal client preferences; Audit policy compliance

General Electric Discovery COE (Center of Excellence) 2016 ACC Value Champions General Electric Discovery COE (Center of Excellence)

Broad definition of “discovery” What do we do? Support actions to: Preserve Collect Process Search Review or analyze Produce Host any documents or data, whether paper or electronic, for any litigation, investigation or arbitration matter globally Broad definition of “discovery”

We live in a era of data explosion. Why? We live in a era of data explosion. Goals: Increase savings, quality, efficiency, enterprise standards Decrease spend, risk, nuisance

Who is the team? Keys to success: Collaboration Cooperation Business Legal Team Corporate Legal Team Discovery COE Internal IT & Review Resources Discovery Provider Panel Outside Discovery Counsel Outside Counsel – Case Team Keys to success: Collaboration Cooperation Communication

How do we do it? Panel Vendors T360 Task Codes Discovery COE SLAs

Can you do this too? Yes, you can. Scoping: identify your pain points and clients Build consensus and collaborate with key clients Centralization and standardization Demonstrable value proposition Ease of use; friendliness Customer centricity Continuous process improvement Legal savings and avoidance Top-level support

2016 ACC Value Champions Axalta Coating Systems and Hunton & Williams LLP Project: Procurement Contracting Optimization Project October 2016

Axalta Coating Systems Leading global coatings company dedicated solely to the development, manufacture and sale of liquid and powder coatings Products include a range of performance and transportation coatings for manufacturers of light and commercial vehicles, the refinish aftermarket and for many industrial coating system applications Formed by The Carlyle Group in 2013 following its acquisition of DuPont’s Performance Coatings business IPO November 2014 Procurement department is the single largest area of spend at Axalta: ~ 500 contracts annually worth ~ $500 million

Challenges New company processed high volumes of commercial contracts Legacy sourcing processes were deeply ingrained Legacy contract templates were cumbersome Short timeframe in which to develop and implement new processes and templates

Solution Partnership between Legal and Procurement teams to create more effective and efficient contracting system Choosing the right partner to formulate and execute project Procurement Templates and corresponding “Playbooks” to guide the operations of Axalta’s sourcing group Templates: ranged from various services agreements to supply and warehousing agreements Playbooks: user-friendly tool with negotiation guidelines, explanation of provisions, approved alternate provisions and fallback provisions Training sessions to introduce the new processes, forms and playbooks Quality assurance measures to test compliance and measure success

Axalta and Hunton Partnership Fixed Fee Timeline Develop a collective view of commercial risk tolerance Address unique commercial aspects of the business Practical approach to balance the need for efficient negotiations while protecting the interests of the company True partnership!

Project Goals Goal to develop a set of form contracts and guidebooks to enable the business to independently negotiate contracts Superior liability protection PLUS a critical degree of flexibility, negotiation latitude and independence for procurement team Minimize legal involvement Quality assurance Risk management Practical application Commercial reasonableness Speed

Final Work Product Creation of a cohesive set of 13 templates – common vocabulary of objectives, terms and provisions Each template paired with a “Playbook” Playbook guides users on how to use the form and how to leverage as a negotiating tool, and contains a chart with contractual provisions Series of interactive training seminars: Introduction to the Updated Procurement Templates Business Persons’ Guide to Commercial Contracts Careful Documentation Practices Statement of Work Drafting

Quality Assurance and Updates Annual Procurement Contract Audit Annual Survey of the Global Procurement Group Communication and QA processes drive updating, so templates do not become stale

Results Achieved Workflow stabilized More than 50% reduction in average Legal review time Creation of improved efficiencies and budget predictability 62% of procurement contracts are now handled independently by Procurement, without Legal engagement 80% reduction in annual spend for outside counsel commercial contract review $50MM increased spend through Procurement year over year from 2014 to 2015 Best-in-class contractual terms and conditions to appropriately protect Axalta Went public [less than a year] after completion of the project

Positive Impact to Axalta’s Business Clients “Without this project, Procurement would have relied on outdated and potentially unenforceable contract templates from our former company or been forced to use supplier contract templates, which would be less favorable to Axalta both from a risk and commercial perspective. This ongoing partnership has greatly enhanced our negotiating power with our suppliers and supported our goal to become a world-class function.” --Byron Cotter, Global Director – Indirect Procurement

Factors in Success Joint project of key departments Hunton partnership Commitment of key stakeholders Tone from the top Streamlined process Continuous improvement

In-House Counsel’s Role in Modernizing Legal Services Lucy Endel Bassli, Assistant General Counsel

In-House Legal Resources Stratification Work Complexity Internal Outside Counsel - SME Outside Counsel – Managed Service Legal Process Outsourcing Business Owner Self-Help NEW Concept*

Nothing New: Do More Contracting with Fewer Resources COST Nothing New: Do More Contracting with Fewer Resources Law Firms NA? Subject matter experts and highly visible negotiations on critical contracts High-volume contract review (ie., procurement, NDA negotiations) Negotiations of key legal terms with opposing side Practice of Law NEW Concept* LPOs Non-Lawyers US Licensed Lawyers SKILLS

Changing the Conversation: Operating Models and Pricing Models are Not the same thing! Transaction volumes! SLAs! Metric-based performance? Hourly rates? Partners vs Associates? Operating Model = How the legal services are delivered Pricing Model = How clients pay for the legal services Who delivers services should not dictate the pricing model. Hourly Rates Traditional law firm business model Time worked = timed billed Best bet is discount based on spend Alternative Fee Arrangements Fixed/capped fees based on aggregating hourly rates Risk of workload fluctuation Budget predictability Transaction or Outcome Based Need to have predictable workload Works best for high-volume work Requires operational rigor and experience

What makes this unique? End to end process Continuous improvement Data driven Outcome based

Look how far we’ve come…

www.acc.com/valuechampions