1. Management & tactics for in-house counsel operating in the ‘Zone of Insolvency’ IBA Corporate Counsel Forum October 6, 2009 - Madrid E. Leigh Dance, President, ELD International www.ELDInternational.com www.eldinternational.com – 6 October 2009, Madrid

2. www.eldinternational.com - 6 October 2009, Madrid In-house Lawyer Responsibilities - Operating in the ‘Zone of Insolvency’  Financial/legal Cash pooling Backdating Re-negotiation of credit facilities  Employment/labor Mass dismissals Retaining key personnel  Liability & Risk Management Subsidiary board members In-house counsel Regulatory issues

3. www.eldinternational.com - 6 October 2009, Madrid In-house Lawyer Responsibilities - Operating in the ‘Zone of Insolvency’  Management Dealing with shareholders, creditors, suppliers, clients Conflicts of loyalties Unwinding of a complex, tax-driven corporate structure Retaining advisors – the issue of independence  Multi-disciplinary Identifying restructuring options (e.g. pre-insolvency proceedings, insolvency proceedings, EU Regulation on cross border insolvencies)

4. www.eldinternational.com - 6 October 2009, Madrid In-house Lawyer Responsibilities - Operating in the ‘Zone of Insolvency’ Other issues that will arise: Your organization’s healthy businesses need ongoing legal support Your in-house legal team needs to be managed Legal risks rise with distracted employees : compliance issues, accidents, corruption (kickbacks, etc.) Pressure to misstate financial reporting You’re in the spotlight: what do you say? Everyone is nervous: inquiries from third party providers, suppliers, customers

5. www.eldinternational.com - 6 October 2009, Madrid In-house Counsel: How to Succeed in the ‘Zone of Insolvency’ Organize, delegate, communicate Use project management tools and discipline Identify responsible individuals for issues: clarify spokespeople, accountability, approval chain Be decisive Align repetitively with other key functions Be positive: “We are going to get through this.”

6. www.eldinternational.com - 6 October 2009, Madrid In-house Counsel: How to Succeed in the ‘Zone of Insolvency’ Ask the questions no one dares to ask. Keep your Board(s) involved.* Line up your outside advisors early. Stay in touch with your stakeholders; consider unconventional ideas.* Conduct a serious risk assessment, then try to prepare for the unpredictable.* Prepare checklists - contact info for key individuals, affected constituencies. * From Peter Beshar, EVP and GC, Marsh & McLennan Group, “Living through a Corporate Crisis and Preparing for What Might Come Next,” from Bright Ideas: Insights from Legal Luminaries Worldwide, Mill City Press, 2009

7. www.eldinternational.com - 6 October 2009, Madrid In-house Lawyer Responsibilities - Operating in the ‘Zone of Insolvency’ “ When you are going through hell, by all means keep going. ”