Legal e-Commerce OCTOBER 26TH & 27TH, 2000 THE SAINT REGIS HOTEL WASHINGTON DC
www.marcusevans.com
Course Leader: SCOTT BLACKMER previously, Partner in WILMER, CUTLER & PICKERING, USA
Training Course Overview: Emerging technologies continue to impact the way business is being transacted and with the emergence of the Internet domestic and international trade practices have been revolutionized. The course leader, Mr. Scott Blackmer, is renowned worldwide for his extensive experience and expertise in this area. He will analyze the most pressing legal issues pertaining to the current corporate environment and will provide executive level guidance to help you protect your organization from undue liability.
At This Course You Will Address The Following: • • • • • • • • •
ISSUES of jurisdiction and cross-border regulation MONITORING of content regulation BEST PRACTICES for protecting intellectual property REGULATORY COMPLIANCE MANAGING LIABILITY RISKS VALIDITY of electronic contracts and signatures ASSESSING security issues and remedies PRIVACY AND CONSUMER PROTECTION EVOLUTION of the Internet and its impact on legal practice and ethics STRICTLY LIMITED NUMBERS AVAILABLE • ATTENDEES WILL EARN CPE CREDITS
marcus evans 303 E. Wacker Drive, 20th Flr • Chicago, IL 60601 • PHONE: 312.894.6352 • FAX: 312.894.6327 LONDON • NEW YORK • CHICAGO • SAN FRANCISCO • MIAMI • TORONTO • BERMUDA • SYDNEY • AUCKLAND HONG KONG • TOKYO • KUALA LUMPUR • AMSTERDAM • JOHANNESBURG • BOMBAY
Legal e-Commerce Course Program: Day One 8:30 REGISTRATION AND CONTINENTAL BREAKFAST 9:00 OPENING REMARKS INTRODUCTION - with live Internet demonstration Why are we here? • E-commerce on the rise • Global opportunities, global risks • What is different about e-commerce law?
JURISDICTION
AND CROSS - BORDER REGULATION
What laws and procedures apply to cyberspace? • • • •
Whose law applies? Who regulates? Who decides disputes? Using contracts, disclaimers, and terms of use to reduce exposure to unfamiliar regimes • Self-regulatory schemes and alternative dispute resolution Case Study 1: online investment solicitation (SEC, FTC, Canada, UK examples) Case Study 2: online advertising of goods (State and foreign rules and risks) Demonstration and critique of websites; discussion Texts: Zippo and its progeny; FTC, OECD, ABA, ICC papers; American Bar Association report; BBB online guidelines; state and foreign jurisprudence
CONTENT
REGULATION
What legal restrictions affect the content of Internet communications? • Defamation (including business libel) • Advertising regulation (comparative advertising, truthful description, terms, disclosure of hazards, etc.) • Pornography, indecency • Gambling, contests, lotteries, sweepstakes • Hate crimes • Political censorship (treason, slander of sovereign, terrorism, espionage) Examples of advertising or offers that have attracted sanctions in various countries Discussion of means of reducing exposure to sanctions or adverse publicity.
12:00 LUNCH 1:30 AFTERNOON SESSIONS INTELLECTUAL PROPERTY PROTECTION Protecting marks, content, and processes on 'the world's greatest copying machine' • Copyright (texts, software, images, music, video) • Trademarks, trade names, service marks, and domain names • Trade secrets, business process patents Case study 1: Sample website and discussion of how its marks and content would be protected in the US and abroad
Case study 2: ASP (application service platform) licensing agreement Small group discussion: How would we advise this client to protect its rights in the US and elsewhere? Discussion of technological and legal means of protection Texts: Outline of Digital Millennium Copyright Act; model website terms of use, model cross-licensing agreement, Napster and other recent cases
REGULATED
INDUSTRIES
Where cyberspace is definitely not the 'Wild West' • Investments and securities • Banking • Insurance • Health care • Pharmaceutical and medical products • Legal, accounting, and other professional services Discussion of sample websites, press reports, government announcements Survey of state and national regulatory approaches to licensing and supervision of online activities International cooperation arrangements Texts: FTC and state attorney general actions and reports; excerpts from OCC Internet banking guidelines and US SEC Internet regulations; UK FSA guidelines
PRIVACY
AND CONSUMER PROTECTION
To what extent do consumers bring local protections with them when they enter cyberspace? • Divergent legal protections among the states and around the globe • Challenges based on contract, tort, and fraud theories • New rights: information and communications privacy, access for those with disabilities, electronic trespass • Trends in industry practice • Self-regulatory initiatives and trust seal programs • The court of public opinion Comparison of applicable federal and state consumer and data protection laws and those found in Canada, the EU, Australia, and the Hong Kong SAR Small group activity: For a hypothetical consumer-oriented website, each small group of participants will be assigned to develop checklists or recommendations on one of the following sets of issues: necessary disclosures, contract terms, privacy policy, customer service procedures and dispute resolution. General discussion of group conclusions Texts: Excerpts from FTC reports and consent orders, MagnussonMoss Warranty Act, Children's Online Privacy Protection Act; outline of EU E-Commerce Directive; AOL and DoubleClick settlement agreements; OECD guidelines on consumer protection in e-commerce; excerpts from EU working papers on the application of the EU Data Protection Directive to the Internet; articles on privacy and consumer protection in global e-commerce.
4:30 CLOSING REMARKS 5:00 END OF DAY ONE
marcus evans 303 E. Wacker Drive, 20th Flr • Chicago, IL 60601 • PHONE: 312.894.6352 • FAX: 312.894.6327 LONDON • NEW YORK • CHICAGO • SAN FRANCISCO • MIAMI • TORONTO • BERMUDA • SYDNEY • AUCKLAND HONG KONG • TOKYO • KUALA LUMPUR • AMSTERDAM • JOHANNESBURG • BOMBAY
Legal e-Commerce Course Program Continued: Day Two 8:30 CONTINENTAL BREAKFAST
INVESTMENTS
9:00 OPENING REMARKS
What are the peculiarities of Internet financing and ventures from a lawyer's perspective?
LIABILITY
OF INTERMEDIARIES
When can my company or client be liable for the content or actions of others? • Linking and framing, web bugs • ISPs, directories, and portals • Credit and payment intermediaries • Policies and practices to reduce risks Texts: Cases and articles re: US Telecom Act of 1996 sec. 230, US Digital Millennium Copyright Act; EU E-Commerce Directive
ELECTRONIC
CONTRACTS AND SIGNATURES
How can I make and enforce online contracts? • Legally recognized techniques for contracting, identification, authentication, and evidence • Private system rules • PKI, certificate authorities and other trusted third party approaches • Best practices in a changing environment Federal and state e-signature laws; comparison of key features of UNCITRAL model law on electronic transactions, US Uniform Computer Information Transactions Act (UCITA) and Uniform Electronic Transactions Act, EU directives on electronic commerce and digital signatures Review of e-signature legislation adopted or pending around the globe. Related trends in e-filing Discussion of best practices (a) locally or nationally and (b) for cross-border transactions
SECURITY What legal restrictions and tools affect the use of online security techniques? • Standard of care • Controls on the export, import, or use of strong encryption or communications security • Liability to third parties • Contract clauses and indemnification • Employee and ex-employee confidentiality • Law enforcement and civil remedies for hacking Presentation on legal security issues ECPA, state, and foreign computer crime laws Discussion of best practices for contracts and compliance, with national reports by participants
12:00 LUNCH
AND PARTNERSHIPS
• • • • • • • •
Financing phases and models The need for speed Ethical considerations and the lawyer's role in the venture The importance of intellectual property valuation Restrictions on foreign investment Joint ventures Competition/antitrust law issues; The impact of franchising and distributorship laws and agreements • ISP agreements • ASP and hosting agreements • Outsourcing • Portals contracts • Licensing agreements • Software development agreements Case study and small-group discussion: Internet start-up company seeks appropriate corporate structure, financing, strategic partners, proprietary software development, outsourced technology, portals agreement, and co-branded website. Each group creates a checklist of issues to be resolved in one of these areas. General discussion of group conclusions Text: Business plan for hypothetical Internet start-up enterprise
EVOLUTION
OF THE
INTERNET
What can we anticipate for the future? • Digital convergence - text, data, images, sound, and video • The build-out of wireline and wireless networks around the world • The proliferation of networked devices • The advent of broadband communications • ASP and other networked services • Increasingly cross-border offerings • Business-to-business networks and functional compression • Personalization of goods and services • Individual choices over levels of security, privacy, and recourse • Impact on legal practice, client communications, business, and ethics Discussion of trends and legal and ethical consequences Demonstration of online information and research tools to keep abreast of developments and improve client communications
CONCLUSION Summary of surprises and conclusions from the training program.
4:30 CLOSING REMARKS 1:30 AFTERNOON SESSIONS
5:00 END
OF
DAY TWO
marcus evans 303 E. Wacker Drive, 20th Flr • Chicago, IL 60601 • PHONE: 312.894.6352 • FAX: 312.894.6327 LONDON • NEW YORK • CHICAGO • SAN FRANCISCO • MIAMI • TORONTO • BERMUDA • SYDNEY • AUCKLAND HONG KONG • TOKYO • KUALA LUMPUR • AMSTERDAM • JOHANNESBURG • BOMBAY
Legal e-Commerce About Your Course Leader: SCOTT BLACKMER is a technology lawyer and Internet entrepreneur based in the Washington, DC area. In addition to working with Internet-related start-up companies, he counsels a wide range of clients on information technology transactions, ecommerce ventures, and related legal issues, particularly those concerning intellectual property, liability, privacy and consumer protection, and electronic contracting and transactions.
Who Should Attend: All senior business managers and lawyers, including inhouse counsel, especially those directly involved with or advising clients with respect to •
Electronic Commerce
•
IT/ Computer Law
Mr. Blackmer was formerly a partner in the Washington-based law firm of Wilmer, Cutler & Pickering, where he practiced law from 1982-2000. From 1991-1995 he was based in the firm's Brussels office, where he was involved in the development of the EU Data Protection Directive, the Software Copyright Directive, and the internal market and competition (antitrust) measures that opened up the telecommunications sector in Europe. After serving as managing partner in Brussels, Mr. Blackmer returned to Washington and helped establish the firm's cross-disciplinary E-Commerce Group.
•
Intellectual Property
•
Commercial/ Company Law
•
International Law
•
Civil Litigation
The new economy based on computers and communications is intrinsically borderless, and Mr. Blackmer brings an unusual international perspective to e-business and e-commerce. He advises global companies on contractual and regulatory aspects of implementing enterprise networks, intranets, and ecommerce ventures, and he has advised investors and business partners in Internet-related ventures in North and South America, East Asia, the EU, and Eastern Europe. Mr. Blackmer has lectured at universities in the US, England, France, and Argentina. He has been a consultant to the European Commission, the Council of Europe, the Japanese Ministry of Telecommunications, and the governments of Russia, Belarus, and the Republic of Georgia. He has been invited to address officials in China, Germany, England, Brazil, and Argentina, as well as at the Multilateral Investment Fund.
marcus evans training courses are designed to provide unparalleled value to the banking and investment communities. Our courses will join widely respected industry professionals with a limited number of participants to train them on the latest, most profitable financial strategies and products. Senior and mid-level directors or managers will learn practical solutions to challenges they are currently facing. In a world where values change by the second, marcus evans training courses deliver a consistent and certain return.
Mr. Blackmer is a member of the District of Columbia Bar. He participates in cyber law and privacy working groups of the American and International Bar Associations. He currently chairs the International Chamber of Commerce Task Force on Jurisdiction and Applicable Law in Electronic Commerce, and he co-chairs the privacy-working group of the ABA project on "Transnational Jurisdiction in Cyberspace." Mr. Blackmer has contributed to numerous working papers, policy documents, and model codes and contracts prepared by industry groups including the Business and Industry Advisory Council to the OECD, the International Chamber of Commerce, the US Council for International Business, the Coalition of Service Industries, the Online Privacy Alliance, the Computer Systems Policy Platform, the Internet Law and Policy Forum, and Privacy and American Business. He serves as editor-inchief of the recently launched Privacy and Information Law Report. Mr. Blackmer is a graduate of the University of California at Berkeley (Boalt Hall, J.D. 1981, Order of the Coif).
About marcus evans training courses
marcus evans prides itself on providing premium level conferences in the areas of Capital Markets, General Finance, Legal and Business Strategy. marcus evans offers super-premium, specialized training courses for a limited number of market participants, and tailor made courses for in-house corporate training. For further details on future courses, and tailor made courses for your firm please contact Michael Robinson at 312-894-6375.
Pre-course Questionnaire marcus evans has created a detailed questionnaire THAT WILL BE SENT TO EACH PARTICIPANT. This form will allow you to explain your expectations of the training course in general. marcus evans will analyze these forms collectively and follow up by telephone if detailed clarification is necessary. As a result, we can guarantee that the course is delivered at the appropriate level, while supporting presentations with the most relevant, cutting edge case studies. The course material will reflect these issues and will enable you to digest the subject matter after the event in your own time.
marcus evans 303 E. Wacker Drive, 20th Flr • Chicago, IL 60601 • PHONE: 312.894.6352 • FAX: 312.894.6327 LONDON • NEW YORK • CHICAGO • SAN FRANCISCO • MIAMI • TORONTO • BERMUDA • SYDNEY • AUCKLAND HONG KONG • TOKYO • KUALA LUMPUR • AMSTERDAM • JOHANNESBURG • BOMBAY
