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Introduction to the Terms and Conditions of Council MembershipBuilding the Mosaic Gerson Lehrman Group provides value to its clients by arranging projects with experts (Council Members) in numerous specialties. Our clients need direct, unbiased primary inputs and education on complex or hard to find/understand topics (which access to the GLG Councils can provide) that can help them make more informed investment decisions. Such inquiries can include understanding how a particular technology, drug or service works, understanding products and their acceptance in the market, trends in industries and the like. Gathering bits of fragmented information from various sources is often called building the mosaic or "mosaic theory" – which has been recognized by leading investment industry groups, the U.S. Supreme Court and the Securities and Exchange Commission as contributing to a healthy and efficient market for securities. Business leaders, government and non-profits also find that access to specialized expertise drives superior decisions. The Role of the Council Member Our clients value these inputs, but understand that Council Members are not providing investment advice and are not able to provide ‘answers’. This is why our clients come to us to speak with multiple experts on a given topic – aggregating tiles in the mosaic to develop a picture. It is important that Council Members understand that the value they can add is in educating and providing objective insight to our clients. Disclosure of information that is confidential or a discussion that presents a conflict for Council Members is unwelcome to our clients, prohibited by our agreement with you, and, of course, anathema to you, in addition to potentially violating agreements and obligations a Council Member may have. Therefore, it is imperative that Councils Members err on the side of caution, declining projects or checking their agreements with third parties as necessary to ensure they honor any agreements or obligations they may have. Terms and Conditions of Council Membership Our terms and conditions are designed to protect you, our firm and our clients. We don't participate in your interactions with our clients, but we want all sides to be comfortable at the outset that they are working together in a constructive, legal and permissible way. Gerson Lehrman is committed to maintaining the highest standard of legal and ethical conduct, and our Terms and Conditions are meant to help foster those standards. The terms and conditions are meant to reassure and remind you and our clients that you will not and should not be asked to share:
This means you may decline any project, at any time, for any reason. However, as only you know all the agreements you have and information available to you, we (and our clients) rely on you to ensure that the projects you participate in and information you provide is appropriate and permissible. Also, while you are providing valuable (or insightful) education to our clients, to the best of your ability, we believe it is important to remind you and our clients that you are not offering professional advice or investment recommendations.
Confidentiality:
Non-solicitation: We appreciate your cooperation in these important areas. If you have any questions, please contact your GLG Council Manager. |
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Can I reveal that I spoke with a Gerson Lehrman Group client? |
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| A | You must not use client information for your personal benefit or reveal client information to any other person. Even the mere fact that our clients wish to talk with you about a particular topic may be confidential to them. Therefore, you must not reveal this information to any other person or entity (except as necessary in advance of a Project for you to seek permission for that Project, if applicable). |
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| Q |
Are consultations and surveys confidential? |
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| A | Yes. Gerson Lehrman Group will keep Council Member participation confidential and survey responses are shared only with the client that commissioned the survey. Clients are asked to keep all information provided to them confidential. |
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| Q |
I was invited to a Project directly related to my employer. What should I do? |
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| A | You should not accept or participate in a Project directly related to your employer as the information you provide might create a conflict of interest or could potentially include confidential or material nonpublic information. Please notify your contact at Gerson Lehrman Group so we can better screen the project opportunities we offer you in the future. |
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| Q |
In the course of a Project if I am asked a question that, if I answered it, would cause me to divulge confidential information or breach an agreement I have, what should I do? |
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| A | You should inform the questioner that you cannot answer questions that could cause you to disclose inside or confidential information or to breach an agreement, duty or obligation. If you interrupt the Project for this reason, you may submit a payment request for the full time you set aside. If you believe the questioner was encouraging you to disclose material nonpublic information or to breach agreements, duties or obligations you may have, please notify your Gerson Lehrman Group contact immediately. |
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| Q |
Should I be concerned about what I say if I am/was an investigator/consultant/on the scientific advisory board of a company? |
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| A | You need to be careful in all those circumstances. We are not in practical position to evaluate your obligations to companies you have worked with and we do not see the agreements you may have, so you must make that determination using your best judgment and consulting the other parties as necessary. It is essential that you be certain you are permitted to discuss topics before you accept a Project on that topic. Please decline when you are ensure of your obligations. You may also define the topics on which you are unable to consult using your GLG KnowledgeBase so that we automatically disqualify you from projects on those topics. |
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If I am unsure if my employer will allow me to work with you, what should I do? |
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| A | If you are uncertain about your ability to consult through the Gerson Lehrman Group Councils, please confirm with your employer (or other party) that are able to participate. We take all appropriate measures to ensure that Council Members and investors work together only when it is allowed and only in legal and permissible ways. In the rare cases where corporate policy prevents us from working with employees from a particular company, we always honor those policy decisions. |
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| Q |
What is insider trading? What is inside or material nonpublic information? |
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| A | The Securities and Exchange Commission (SEC) describes
insider trading as follows (http://www.sec.gov/divisions/enforce/insider.htm): "Insider trading" refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped" and securities trading by those who misappropriate such information. Examples of insider trading cases that have been brought by the Commission are cases against: corporate officers, directors, and employees who traded the corporation's securities after learning of significant, confidential corporate developments; friends, business associates, family members, and other "tippees" of such officers, directors, and employees, who traded the securities after receiving such information; employees of law, banking, brokerage and printing firms who were given such information in order to provide services to the corporation whose securities they traded; government employees who learned of such information because of their employment by the government; and other persons who misappropriated, and took advantage of, confidential information from their employers. |
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What is "material nonpublic information"? |
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| A | The following definitions are well established in
caselaw:
Information is material if "there is a substantial likelihood that a reasonable shareholder would consider it important" in making an investment decision. To fulfill the materiality requirement, there must be a substantial likelihood that a fact "would have been viewed by the reasonable investor as having significantly altered the 'total mix' of information made available." Information is nonpublic if it has not been disseminated in a manner making it available to investors generally. As a safeguard, you should not disclose any information that is confidential to a company. Judgments about the materiality of particular facts can be very difficult to make in isolation, and you should not attempt to make the determination of whether or not a particular fact is or may be material. You should decline any project that would necessarily involve such information. |
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What is Regulation FD? |
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| A | The SEC adopted Regulation FD (Fair Disclosure) in 2000 to ensure that when a public company discloses material nonpublic information, they do so in a way that the general public has access to it (or if they fail to do so, cure such selective disclosure). Council Members who are employed by or otherwise privy to confidential information about a public company must be particularly careful to adhere to our policy of not talking about that company. |
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| Q |
Will the Terms prevent me from working with other firms? |
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| A | You can work with any other firm – on a full-time or consulting basis. All we ask is that you continue to work with those of our clients we have introduced to you, through us. |
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If I have an existing relationship with a client, can I continue to work with them outside of the GLG Councils? |
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| A | Yes, you may. We ask only that any projects and extensions of Projects we have arranged between you and our client continue through us. |
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If I work on a Project for one person at a large company, does that mean I cannot work with anyone else at that company outside of Gerson Lehrman Group? |
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| A | No – we understand that some of our clients are large entities and they may contact you independently of your interactions through Gerson Lehrman Group. However, we ask that the relationships we create between you and our clients continue to work through us. |
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| Q |
I have my own consulting practice. If I speak to a Gerson Lehrman Group client and have other services I wish to offer them, can I do so? |
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| A | Generally, we want to preserve our relationships with clients and ensure that Projects and client needs are addressed by us and through us. In some cases, however, we realize there are services you provide that could be valuable to clients and other Council Members. Please contact us as those opportunities arise. |
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| Q |
Are the terms and conditions binding on me if I click through? |
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| A | Yes, by clicking through, you are agreeing to those terms, as if you were signing a document. Therefore, it is important that you read and understand the terms. Please contact your Council Management contact or Jonathan Glick, Director of Research (jglick@glgroup.com) with any questions. |
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| Copyright, 2007 Gerson Lehrman Group, Inc. All rights reserved. |