Thursday, November 5
8:00 - 8:30 am - Registration & Continental Breakfast
Sponsored by Sheppard, Mullin, Richter & Hampton LLP
8:30 - 8:45 am - Welcome & Overview
J. Weili Cheng, Program Co-Chair
Robert W. Lannan, Program Co-Chair
Alisha Avril, Program Attorney
8:45 - 10:15 am - Hotel Business Update: Acquisitions & Spin-Offs
Moderator: J. Weili Cheng, Senior Vice President & Deputy General Counsel, The Ritz-Carlton Hotel Company, L.L.C.
Panelists: Jay Feldman, Goodmans LLP David Mann, Senior Vice President & Associate General Counsel, Marriott International, Inc.
Judy Miles, General Counsel, KHP Capital Partners; former Executive Vice President, General Counsel & Secretary, Kimpton Hotel & Restaurant Group
Rena Hozore Reiss, Executive Vice President, General Counsel & Secretary, Hyatt Hotels Corporation
Jay H. Shah, Chief Executive Officer, Hersha Hospitality Trust
• Identify key issues in due diligence, whether chain-wide or individual hotel transactions
• Compare top priorities for targets of an acquisition or a company to be spun off
• Examine concerns of owners, franchisees, investors, and Wall Street
• Identify critical components of a successful transition, whether integration or independence is the goal
10:15 - 10:45 am - Networking Break
10:45 am - 12:15 pm - Hotel Industry General Counsels’ Panel
Moderator: Mark M. Chloupek, Executive Vice President & General Counsel, La Quinta Inns & Suites
Panelists: Brian Cameron, Senior Vice President & General Counsel, Atrium Holding Company
John R. Dent, General Counsel & Corporate Secretary, Extended Stay America, Inc.
Erica H. Hageman, Executive Vice President & General Counsel, Interstate Hotels & Resorts, Inc.
Scott J. Lynn, Senior Vice President, General Counsel & Corporate Secretary, Ryman Hospitality Properties, Inc.
• Learn about legal issues in the industry from a panel representing brand companies, hotel owners, and independent management companies
• Hear a unique legal perspective from panelists with years of experience in the industry but who are new to the position of general counsel
• Explore the challenges of assuming the role of a company’s chief legal officer
12:15 – 1:45 pm - Lunch and Address
Speaker: W. Edward Walter, President and Chief Executive Officer, Host Hotels & Resorts Inc.
1:45 – 2:45 pm - “Show Me the Money”: Adventures in the Pursuit of Equity & Debt
Moderator: John Sauter, Principal & Managing Director, CBRE Global Investors
Panelists: Glenn Alba, Managing Director, Real Estate Group, Blackstone Group, L.P.
Carol Weld King, Morris, Manning & Martin, LLP
Janis Loegering, Locke Lord LLP
David R. Sloan, Senior Vice President & General Counsel, Sunstone Hotel Investors, Inc.
• Explore legal issues related to diversified forms financing in a market with increased forms of hospitality assets
• Consider market drivers, financing characteristics, and balance of risk and reward in today’s environment of increased regulation and the hunt for yield
• Hear perspectives of representatives of REITs, providers of traditional leveraged finance, and equity investors
2:45 – 3:15 pm - Networking Break
3:15 – 4:45 pm - Crisis Management in the Hotel & Lodging Industry
Moderator: Forrest A. Hainline III, Goodwin Procter LLP
Panelists: Sean C. Griffin, Garvey Schubert Barer
Alicia Kabiri, Vice President & Senior Counsel, Hilton Worldwide, Inc.
Jeffrey L. Poston, Crowell & Moring LLP
Lin-Hua Wu, The Brunswick Group LLP
• Discuss how and why crisis management requires a unique perspective in the hotel industry
• Learn about legal issues involved when you prepare for and respond to crises, including: data security breaches, government investigations, terrorist incident, and natural disasters
• Consider the interplay between legal and public relations concerns in crisis management
4:45 – 6:15 pm - Networking Reception
Sponsored by Locke Lord LLP
Friday, November 6
7:30 – 8:00 am - Continental Breakfast
8:00 – 10:00 am - The Ethics of Addressing Latent Sources of Corporate Liability
Moderator: Robert W. Lannan, Lannan Legal PLLC
Panelists: Jennifer E. Constantinou, Vice President – Litigation & Government Relations, Wyndham Hotel Group
Michael Downey, Downey Law Group LLC; Adjunct Professor of Legal Ethics, Washington University Law School
Kevin Gallagher, Assistant General Counsel, Host Hotels & Resorts, Inc.
Jerry Kraisinger, Senior Vice President & General Counsel, Avendra LLC
Louise Nelson, Senior Vice President and Assistant General Counsel, Hilton Worldwide, Inc.
• Examine the attorney’s role in helping a client respond to a latent source of liability
• Using real crises and hypothetical examples, consider statutory and regulatory reforms, civil enforcement actions, and criminal prosecutions resulting from organizations’ failures to respond to “constituent wrongdoing”
• Discuss ABA model Rules 1.2, 1.3, 1.4, 1.6, 1.13, 1.16, 2.1, 3.3, 4.1, 5.7, and 8.4
10:00 – 10:30 am - Networking Break
10:30 am – 12:00 pm Joint Employment, Vicarious Liability, Franchisees, & Independent Contractors
Moderator: Steven M. Goldman, Garvey Schubert Barer, Adjunct Professor, Georgetown University Law Center
Panelists: Margaret C. Egan, Senior Vice President & Associate General Counsel, Hyatt Hotels Corporation
Zachary D. Fasman, Proskauer Rose LLP
Laura E. FitzRandolph, Executive Vice President & Chief Human Resources Officer, Interstate Hotels & Resorts, Inc.
Prof. David Sherwyn, John and Melissa Ceriale Professor of Hospitality Human Resources; Director, Cornell Institute for Hospitality Labor & Employment Relations; Stephen H. Weiss Presidential Fellow
• Discuss the NLRB’s reconsideration of the “joint employment” in Browning-Ferris and the McDonald’s litigation
• Investigate whether joint employment liability is an appropriate response to today’s “fissured workplaces”
• Examine franchisor vicarious liability based on control and enterprise liability
• Learn what companies can do to minimize joint employment liability
• Identify limitations of traditional risk management tools like insurance and indemnities
• Learn whether hotel owners and independent operators can be join employers
12:00 pm – 12:15 pm Boxed Lunch Distribution
Sponsored by First American Title Insurance Company
12:15 – 1:45 pm Concurrent Sessions
Session A: How Counsel Should Act Now to Prepare for the Next Downturn
Moderator: Priscilla Saba, Vice President & Senior Counsel, Marriott International, Inc.
Panelists: Marcus Banks, Senior Vice President, Litigation, Government Relations & Employment Law, Wyndham Worldwide Corporation
David Neff, Perkins LLP
David H. Smith, Senior Vice President, CWCapital Asset Management LLC
Dennis P. Talty, Dennis P. Talty & Associates
• Explore how owners, management companies, and lenders can collaborate to weather an economic storm from a legal perspective
• Discuss how parties can protect themselves when working collaboratively is not an option
• Consider the legal issues related to the economic cycles of the hotel industry and inevitable downturns
• Apply lessons from prior downturns to prepare for and minimize the impact of the next one
Session B: We Have an Agreement…Now What? Hotel Owner-Manager Dynamics
Moderator: Todd E. Soloway, Pryor Cashman LLP
Panelists: Larry J. Mundy, Deputy General Counsel, FelCor Lodging Trust Incorporated
Laura B. Mutterperl, Vice President & Associate General Counsel, Starwood hotels & Resorts Worldwide, Inc.
Timothy Q. Hudak, Echert Seamans Cherin & Mellott, LLC
• Explore the pressure points that arise when negotiating a management agreement between owners, operators, and brands
• Identify legal issues that arise in the course of operating the hotel
• Return to your office with practical insight and best practices for confronting the legal issue
1:45 – 2:00 pm Networking Break
2:00 – 3:30 pm Concurrent Sessions
Session A: Mini-MBA 202: Financial Literacy for Hospitality Lawyers
Speaker: Leeny Oberg, Chief Financial Officer, The Ritz-Carlton Hotel Company, L.L.C.
• Understand why basic knowledge of financial statements is crucial or every well-rounded in-house or outside counsel to provide informed recommendations to a business
• Review basic knowledge of financial statements and accounting concepts for hotel industry in-house or outside counsel building on last year’s sessions
• Obtain new insight about what a hotel operating statement tells you
• Learn how to determine how much a hotel is worth
Session B: Because You Can’t Move All Your Hotels to Mexico – Implications of New Union Organizing Rules
Moderator: Paul E. Wagner, Stokes Wagner Hunt Maretz & Terrell
Panelists: Celeste R. Yeager, Littler Mendelson P.C.
Paul Ades, Senior Vice President, Labor Relations & Operations Hilton Worldwide, Inc.
Harold Morgan, Senior Vice President, Human Resources, White Lodging Services Corporation
• Obtain an overview of the current state of union organizing
• Consider new ways unions support organization efforts
• Compare and contrast cooperative and contentious relationships with industry unions
• Receive examples of how different unions are reacting to new rules
• Explore options for owners and operations facing union issues
3:30 pm Adjournment
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