Friday, January 18, 2008

CAIT Agenda for Winter Working Meeting

I look forward to seeing many of you at the Winter Working Meeting next week in Minneapolis. To whet your appetites, I would like to let you know some of the projects and ideas we are working on, and to invite you to submit additional ideas for topics.

We will be meeting on Friday (January 25), jointly with the Internet Law Subcommittee, to plan a program for the ABA Business Section Spring Meeting, currently entitled "Blurring the Line Between Work and Play: Updating the Rules for Employee Use of Internet and Web 2.0 Technologies". This program is our stepping stone to preparing a revised version of Vince Polley's book published by the ABA in 2002, entitled "Employee Use of the Internet and E-Mail, a Model Corporate Policy." We will be looking for volunteers to help develop a new model corporate policy and to draft commentary for the publication. That new policy will take into account issues that were barely visible in 2002, such as the rampant use by employees of blogs, instant messaging, social networking and free web applications both inside and outside of corporate firewalls. We are interested in collecting as many sample corporate policies as we can find, so if you have one or can get one that you can share, please send it to me or bring it along to the meeting.

Another ongoing CAIT project is the development of a comprehensive checklist, with commentary, of IT issues in mergers and acquisitions. Given the pivotal role that IT plays in the operation of any sizeable company, parties negotiating and structuring a corporate divestiture must consider the treatment to be given to its IT needs. We have an excellent early draft, focusing on categories such as negotiation of the purchase and sale agreement, transitioning from a highly leveraged IT infrastructure, assignment or allocation of third party IT rights, setting up a due diligence review of IT contract rights, and the post-closing relationship between the parties. We will welcome your input and assistance in moving this project to completion, and possibly designing a program to be presented at a future Business Section meeting. We will discuss this at our regular CAIT meeting on Saturday morning.

Other current or potential new projects that we will discuss on Saturday may include:

(1) development of form data transfer agreements for cross-border transactions;

(2) review of IT security issues arising out of the use by corporations of software under mass market licenses and consideration of whether questionable onerous clauses should be enforceable;

(3) preparation of articles or podcasts on discrete but related issues such as blogging guidelines for businesses, the corporate "cybersmear" and online reputation monitoring in the face of the rise of a new breed of search engines such as ZoomInfo, challenges to corporate record management policies in the face of new electronic communication practices, and safe harbors afforded by the Communications Decency Act; and

(4) issues relating to the outsourcing/offshoring of first level document review in an era of eDiscovery.

Looking beyond the Winter Working Meeting, if you have an idea for 15 minute presentation for the CAIT subcommittee meeting at the ABA Business Section Spring Meeting on April 10 in Dallas, please let me know as soon as possible. We have an opportunity to get information into the Spring Meeting program guide if we have the information by this Friday, January 18. Please also put on your thinking caps and send me other ideas for projects that would fit within CAIT's scope.

Best regards, and bundle up for Minneapolis.


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