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Living in the technology age, we are besieged by information: constant “breaking stories” on 24-hour news channels, e-mails at all hours to our handhelds, and phone calls to our cells. To remain competitive, companies have also followed the trend, providing reams of information and data to workers. As a result, employees now grapple with information overload and must evaluate and prioritize what information to read, disseminate, and store, and what information to discard. This is a particularly significant problem for in-house counsel, who must ensure that all employees have access to — and know about — information that is key to the operation of the company. More important, much of this information is meant to keep the company out of the courtroom and facing down litigation. So what’s an in-house counsel to do? One answer is to create efficient resource guides that, in a concise and convenient format, provide easy access for employees to key information. As a nice bonus, having these guides in place should mean a decrease in the number of requests to in-house counsel for the same information time and time again. You’ll be able to focus on other activities knowing that the basic day-to-day operations of the company are well in hand. Here are the components and structure of an effective internal resource guide. PUT IT IN WRITING A resource guide can be created for any area of law that involves a large volume of information that needs to be communicated to employees in a concise and easy-to-understand format. Such guides can be made available on corporate intranets, on law department Web sites, and in hard copy to applicable business units and departments. Here are some sample topics: • Employment law: hiring evaluation requirements, discipline procedures, employee-training documents, standard forms

• Commercial law: standard agreements (such as purchase and sale, licensing, lease, confidentiality, nondisclosure, and consulting), contract-review guide, signature-authority policy, product warranties • Securities law: insider-trading policy, annual report, proxy, 10K, disclosure forms, blackout periods • International trade law: tax, environmental compliance, data privacy, antitrust, import/export As you can see from the above list, there is a lot of information in any of these areas of law to condense down into something that employees will actually use. And this information may come from a number of areas of the company. As an example, for an international-trade resource guide, the finance, tax, legal, and HR departments will be sources of important details on key processes and procedures that must be shared. Though the guide will ultimately promote information sharing, it is important that it also doesn’t foster an increased environment of information overload. The following broad questions should be posed to members of key departments as a starting place for collecting information:

1. What are the most common and repetitive questions asked by employees?

2. What are the most common and repetitive requests for information made by employees? 3. What information, if easily made available by departments to employees, would increase the productivity of the department by decreasing the time spent in responding to the most frequently asked questions and requests? The answers to these questions will provide a starting point for collecting the information for the guide. Much of that information may be already available, and it is merely a matter of reproducing it within the guide or referencing where it can be located, such as on an internal Web site or as part of a corporate policy document. The intent of a resource guide is not to create new information but to simply provide a single-source tool that comprises comprehensive information for a particular business arena or practice area. The idea is not to reinvent the wheel. In terms of the information to include in the resource guide, an inventory should be taken to identify the most significant areas of potential liability as well as information that answers the same, recurring questions. The resource guide would be an excellent source to provide company or law department policies or guidelines that address areas of risk, such as contract terms providing unlimited liability or broad indemnification, revenue recognition, internal banking authorizations, corporate-signature authorizations, and cross-border transactions. In addition, a comprehensive resource guide should also include company employment policies addressing sexual harassment and business conduct. Intellectual property guidelines, too, should be provided, covering confidentiality and disclosure restrictions. These are critical areas that most companies must frequently communicate and enforce with employees. Once you have settled on the material you want included in the guide, it’s time to move on to how you will present it. Without an accessible and readable format, the guide will be of little use. It needs to be written broadly enough to identify all potential problems and questions from employees, but it is not meant to address issues in depth. CHECK IT OFF One strategy for accomplishing this is to use checklists. These provide employees with an easy-to-use tool to ensure, at a minimum, that significant issues have been identified and addressed. Checklists provide an efficient structure to review and screen:

• Answers to frequently asked questions

• Necessary material contract terms (parties, product, price, term, etc.) • Tax considerations • Intellectual property considerations (registered trademarks, registered patents, etc.) • Compliance matters (data privacy, workers council, business registrations, ADA, HIPPA, Sarbanes-Oxley, etc.) • Corporate-secretary matters (annual meetings, directors/officers, resolutions, power of attorney, etc.) While they should not replace or circumvent direct involvement with counsel, checklists can provide employees with assurances and a comfort level that a matter has been properly and thoroughly reviewed and considerations properly identified. A resource guide may also serve as a useful and convenient repository for valuable and informative PowerPoint presentations from company-wide disciplines, as well as for training modules, materials, and outlines. NOW WHAT? When your guide is finished and every last checklist is complete, it’s time to think about where to put it. The ideal location for a resource guide is within a corporate intranet or, even better, within a legal department intranet. It should also be made available as hard copy in binders to appropriate business units and departments. Each section of the guide should also refer readers to a specific contact person for more information, additional documentation, and so forth. Finally, your guide should include a disclaimer alerting employees that the guide should by no means be taken as a substitute for direct communication with counsel. In addition, it should be made clear that the guide is for internal use only, confidential, and considered to be privileged communication in the context of attorney-client work product. Here is some sample language from our international-trade guide: “The International Trade Practices Guide (�Guide’) has been prepared for [the Company's] employees worldwide. New and updated information will be provided from time to time and available at the Law Department Web site. If you would like to add any material, have questions or require any clarification, please contact the Law Department. “The Guide is intended to provide only a summary to selected areas of global business and law. For this reason the information contained in the Guide should not be relied on as legal advice or regarded as a substitute for detailed and comprehensive legal advice. The Law Department should be contacted so that the applicability of relevant laws or regulations can be verified.” A resource guide, if properly created, will make the job of in-house counsel and that of the other employees of the organization more efficient. It will decrease the need to continually address the same issues that arise on a frequent basis, thus allowing more time to focus on unique or complex issues and to provide proactive in-house counsel services.


Thomas M. Yih is associate general counsel with Sun Microsystems. Hendrik F. Jordaan is a partner with Holme Roberts & Owen in Denver. This article originally appeared in The Corporate Compliance & Regulatory Newsletter , an ALM publication.

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