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WASTE MANAGEMENT

LEGAL DEPARTMENT

OUTSIDE COUNSEL

BILLING & MATTER MANAGEMENT

GUIDELINES

Revised March 2017

Waste Management

1001 Fannin

Houston, TX 77002

OUTSIDE COUNSEL BILLING &

MATTER MANAGEMENT GUIDELINES

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I. Introduction

Waste Managements Legal Department appreciates the expertise, experience, and

commitment of the lawyers who regularly represent the Company. We are especially pleased

with our outside counsels appreciation for how their legal representation must integrate with the

Companys business objectives. Part of that integration requires careful management of outside

legal fees to ensure both high quality and cost-efficient legal services. To that end, Waste

Managements Legal Department has prepared these Outside Counsel Billing & Matter

Management Guidelines to explain and clarify the Companys billing requirements and

expectations for lawyers and law firms who provide legal services to Waste Managements Legal

Department. While these Guidelines describe policies that most law firms already follow, we

feel that it is important to make sure that these expectations are clearly understood by everyone.

These Guidelines, along with Waste Managements engagement letter, are intended to

define the terms of Waste Managements engagement agreement with your firm. If Waste

Management and your firm have agreed to certain terms that conflict with these Guidelines,

those terms must be specifically identified and agreed to by Waste Management in its

engagement letter. To the extent that these Guidelines directly conflict with any term in an

engagement letter prepared by your firm, these Guidelines shall control unless your firm has

specifically identified the conflict, discussed it with the lead Waste Management lawyer, and

Waste Management has agreed in writing to the conflicting term.

If you have any questions about these Guidelines, please let us know.

II. General Requirements

Origination of Legal Work. All legal work must be coordinated through the Waste Management Legal Department. If

you are asked to undertake a new matter or a significant expansion of an existing matter by

any Waste Management business unit directly, please inform the Legal Department

immediately of the nature and scope of the requested engagement. Not only is this rule

critical to the proper management of Waste Managements legal matters, it is critical to

ensuring that matters are handled consistent with Waste Managements positions elsewhere

and with its corporate policies and principles. With few exceptions, ALL invoices for legal

services should be sent to Waste Managements Legal Department and not to a business unit.

(For invoicing information, see Section VII below.) A breach of this requirement will have a

severe adverse impact on the firm and its continued representation of Waste Management.

Waste Management Entities. Waste Management, Inc., the NYSE-traded public company (ticker symbol: WM), operates in different markets in the United States and Canada through

its wholly-owned or partially-owned subsidiary corporations. Waste Management, Inc. is a

holding company not actively engaged in operations anywhere in the United States or

Canada. Rarely will outside counsel represent Waste Management, Inc. itself. Outside

counsel is responsible for understanding which Waste Management legal entity it is

representing and to ensure that all documents, especially legal pleadings, accurately reflect

the correct legal entity. Outside counsel will also need to alert in-house counsel if Waste



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Management, Inc. has been named in a lawsuit or other proceeding and then take appropriate

steps to seek the removal of Waste Management, Inc. from the matter. If there are any

questions about the appropriate legal entity being represented, outside counsel should

immediately contact the Legal Department.

Conflicts of Interest. As counsel to Waste Management, you shall give prior notification of any representation you or your firm is considering against Waste Management, regardless of

whether a technical conflict under the applicable ethical rules is presented by the

contemplated representation. Any conflict of interest can only be waived or otherwise

cleared by the written agreement of the Companys in-house counsel at the level of Senior

Legal Counsel or higher. Similarly, potential conflicts of interest or adverse representations

must be brought to the attention of the Companys in-house counsel at that level, in writing,

at the earliest date known or reasonably known by outside counsel.

The solid waste industry is very competitive. Waste Management strongly discourages its

outside counsel from representing other members of the solid waste industry, even when such

representation may not rise to the level of a conflict under the applicable ethical rules. Please

address and discuss all potential business conflicts with the Companys counsel immediately.

Communications with Media. Outside counsel shall make no statement to the media concerning any Company matter without the Companys express authorization. Media

inquiries should be directed immediately to the Waste Management attorney managing the

matter or, if he or she is not available, to that attorneys supervisor. The Company must be

involved in all decisions to respond or not respond to media inquiries.

Publicity. Outside counsel shall not use its representation of Waste Management in advertising or marketing materials (including through published articles or CLE events)

without the express written consent of Waste Management.

SEC Attorney Conduct Policy. The United States Securities and Exchange Commission (the SEC) has adopted rules setting forth minimum standards of professional conduct for

attorneys who appear and practice before the SEC. Waste Management has adopted the SEC

policy, Compliance with SEC Attorney Conduct Rules (August 2003), which is attached to

these Guidelines (Exhibit 1). Under this Policy, attorneys who appear and practice before

the SEC on behalf of Waste Management are expected to comply fully with all SEC rules. In

particular, these rules require outside counsel to notify and consult with the Waste

Managements General Counsel, subject to the outside counsels reasonable discretion and

ethical obligations, if outside counsel believes that a formal report to the General Counsel or

Audit Committee is warranted under the SEC rules.

III. Matter Management

Coordination with In-House Counsel. An in-house Waste Management lawyer will be responsible for managing every matter assigned to outside counsel, with few exceptions (e.g.,

certain collection matters, certain insured matters, and government relations work). Outside

counsel must keep in-house counsel reasonably apprised of the status of and strategy for each

matter, as well as all significant events, such as important meetings, court dates, filing



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deadlines, briefs, etc. In litigation matters, outside counsel must provide in-house counsel

with drafts of all significant pleadings, briefs, and motions within a reasonable time prior to

the filing deadline. We will review the drafts and provide comments as time allows. A filing

deadline, however, should not be missed in waiting for a response from in-house counsel.

Similarly, in negotiations (whether contract, labor, or other), outside counsel must develop

and carefully coordinate the negotiating strategy with in-house counsel. For some types of

matters e.g., labor negotiations the company has developed specific negotiation protocols

that must be followed. Outside counsel does not have authority to negotiate on behalf of the

company independent of the direction provided by in-house counsel or company

management.

At the onset of an engagement, outside counsel should discuss with in-house counsel how to

best communicate with in-house counsel. In some cases, outside counsel will be directed to

work directly with Waste Management operations or business employees, with limited

involvement from in-house counsel. In other cases, in-house counsel will be actively

involved in all aspects of the matter. In all cases, however, outside counsel should keep in-

house counsel reasonably apprised of the status of each matter, whether through periodic

e-mail messages, telephone calls, in-person meetings, or periodic status submitted through

Waste Managements electronic billing and matter management software, Thomson

Reuters Legal Tracker.1 See Section VII below.

Staffing. Outside counsel are expected to staff matters efficiently and with lawyers and paralegals having the necessary expertise. Outside counsel should discuss with the

supervising Waste Management attorney how each matter should be staffed. The Company

believes that matters are handled most efficiently and effectively when no more than 2-3

attorneys are assigned to a matter. Most matters can be staffed with only one attorney. While

some circumstances will require assigning more attorneys or paralegals to a particular matter

or task, outside counsel should ensure that the additional staffing is adding value to the

representation and is not generating inefficiency and/or redundancy. For example, no more

than one attorney should typically attend a deposition, and attendance may not even be

necessary if a peripheral third-party witness is deposed or the Companys interests can be

safeguarded without the presence of an attorney. Similarly, intra-office conferencing has the

potential for creating expense to Waste Management with little or no value.

Waste Management will also consider carefully whether matters are being appropriately

staffed based on the experience and expertise of a firms lawyers. We are very reluctant to

approve adding first-year or second-year associates to our matters, and generally do not

approve charges for summer associate time. If you propose including a summer, first-year,

or second-year associate on a Waste Management matter, we will require assurances that the

proposed staffing will provide significant benefits and efficiencies in your representation of

the company.

Diversity. Waste Management is actively seeking to increase the number of minority and female attorneys and paralegals who represent the Company. We encourage outside counsel

1 Thomson Reuters Legal Tracker was previously called Serengeti Tracker. It will be referred to as Legal

Tracker.



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to assign talented minority and female attorneys to Waste Management matters. This

information can be provided through Waste Managements matter management system,

Legal Tracker.

Significant Briefing, Research Tasks, or Projects. Before undertaking significant briefing, research or other similar projects, outside counsel must consult with the supervising Waste

Management attorney. This requirement is necessary for several reasons. First, often Waste

Management or other outside counsel may have researched the same issue previously or may

have prepared a similar brief. Second, the supervising Waste Management attorney can help

assess whether there is a Company-wide position on a particular issue and if outside

counsels work may be inconsistent with that position. Third, in-house counsel needs to be

aware of significant projects to ensure that value of the research or project is commensurate

with the business purpose for it. All legal research or similar projects that are anticipated to

be more than 8 hours of billable time or $3,000 in total fees must be pre-approved, including

the scope and budget for the research and the attorneys doing the research. Failure to obtain

pre-approval will result in a reduction to the lower of 8 hours or $3,000. All significant

research memorandum or briefs must be sent to the supervising Waste Management lawyer.

Early Case Assessments for Litigation Matters (Excluding Employment). For most litigation matters, Waste Management believes that litigation can be managed more

effectively and efficiently if Waste Management and its outside counsel can clearly and early

identify the objectives and risks of each piece of litigation. This preliminary assessment is

critical to understanding the essence of the case and developing a preliminary case strategy.

To that end, Waste Management now requires outside counsel to prepare an Early Case

Assessment for all litigation matters (other than employment matters) where the potential

exposure to Waste Management exceeds $100,000. Waste Management counsel may require

ECAs for other matters. Outside counsel should discuss with Waste Management whether

the exposure exceeds $100,000 or if an ECA should nonetheless be prepared. This ECA

must typically be prepared and submitted within 60 days after opening the litigation matter.

While alternative formats for ECAs can be used, Waste Management prefers ECAs that

follow the structure of the Early Case Assessment form attached as Exhibit 2.

Budgeting. Waste Management requires budgets for all litigation matters (excluding employment litigation) matters assigned to outside counsel. For employment litigation,

outside counsel should submit budgets only if directed to do so by the supervising attorney.

Budgets are required for all other matters where fees and costs are expected to exceed

$10,000 per year, unless otherwise directed by the supervising attorney. Unless otherwise

directed by the supervising Waste Management attorney, all firms must submit budgets

through Legal Tracker within 60 days after the matter has been opened. Submittal of a

budget through Legal Tracker will be required before invoices can be approved. Time spent

preparing budgets is not billable.

We understand that events while handling a matter may cause the actual fees to deviate from

the budgeted fees. Any requested revisions to the budget should be discussed with and

approved by the Waste Management Legal Department. We expect that the budget will also

include all anticipated costs or expenses, including costs for outside experts, court reporters,

mediators, and investigators.



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Ownership of Work Product. All work product generated by outside counsel in connection with its representation of Waste Management is the property of Waste Management and must

be made available to the company, without any charge for copying, upon request and at the

termination of the representation. Nothing in these Guidelines is intended to prohibit outside

counsel from re-using the work product that outside counsel develops in the course of

representing Waste Management, to the extent such work product does not contain

confidential information about Waste Management. Furthermore, subject to its duty to

maintain confidentiality, outside counsel may retain copies of its work product even if such

work product contains confidential information provided by Waste Management.

IV. Billing Rates & Timekeepers

Billing Rates. Unless an alternative fee arrangement has been agreed to in advance and in writing, fees for legal services shall be based upon outside counsels agreed upon and

approved hourly rate for the type of work required. Outside counsel shall not use so-called

national rates that are higher than a lawyers customary rate in the geographic region where

the lawyer normally practices.

Timekeepers. Prior to commencing work for Waste Management, outside counsel must provide the names and a schedule of the billing rates for the attorneys and paralegals to be

assigned to a matter. Law firms must submit this information through Legal Trackers

Timekeeper Rate Sheet (TRS). Only identify those attorneys and paralegals that are actually

assigned to Waste Management matters. Bills with unapproved attorneys or paralegals

are automatically rejected. If other attorneys or paralegals are subsequently assigned to a

matter, outside counsel must seek approval from the supervising Waste Management attorney

for the matter.

When seeking approval, you must:

Submit a TRS through Legal Tracker and include the following: Name (Last name, First name), Title, Years of Experience under that Title, Gender, Ethnicity and Billing

Rate, and

Send an email to Nancy Shoebotham ([email protected]) with the following information: name of the supervising Waste Management attorney on the matter;

Waste Management matter name and/or matter number; and the reason for adding the

new timekeeper to the matter. Such requests are to be submitted prior to the

timekeeper working on the matter.

Waste Management will not retroactively approve new timekeepers for work

performed prior to the date the request was submitted.

Requests for Rate Increases. No increases to billing rates shall be made during an engage-ment, unless otherwise agreed to in advance by the Legal Department. Requests for rate

increases in excess of the Consumer Price Index are strongly discouraged. Waste

Management must approve in advance all rate increases, including any automatic or

annual adjustments. Strict compliance with this policy is critical. Invoices with unapproved

mailto:[email protected]



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rates will be rejected by the Legal Tracker system upon submission. Waste Management will

not retroactively approve rate increases for invoices previously submitted or for work

performed prior to the date the new rates were approved.

All requests for rate increases especially rate increases greater than the CPI should

include justification for the increase. Requests for rate increases are reviewed only at the

beginning of each calendar year. Waste Management will not consider requests for rate

increases at other times of the year. When seeking a rate increase, you must:

Submit a Timekeeper Rate Sheet (TRS) through Legal Tracker and include the following: Name (Last name, First name), Title, Years of Experience under that Title,

Gender, Ethnicity, Current Rate and Proposed Rate, and

Send an email to Nancy Shoebotham ([email protected]) with the following information: justification for the proposed rate increase per each timekeeper submitted

on the TRS.

Alternative Fee Arrangements. Waste Management encourages alternative fee arrangements (AFAs) and invites outside counsel to propose them when appropriate. Waste

Management prefers AFAs where the interests of the Company and its outside counsel are

aligned. Some examples of cost effective AFAs methods are:

Outcome-based billing. Rates are based on optimum results, expected results and least favorable results, including whether the firm met its budget projections.

Flat-fee representation. Total fees for a matter or portion thereof will be fixed, regardless of whether actual fees are higher or lower than the flat fee. Unless

otherwise agreed, the flat fee will typically not include expenses, which should be

billed in accordance with these Guidelines.

Various rate structures. Examples include capped rates, blended rates, multi-tiered rates, etc. with success fees for attaining agreed results.

Waste Management will work to ensure that AFAs are fair to both the Company and outside

counsel. Retainers, however, are discouraged. Retainer arrangements must be approved by

both the primary in-house attorney managing the relationship, and Waste Managements

General Counsel. If Waste Management and a firm agree to an AFA, firms will still be

required to submit invoices through Legal Tracker with line-item detail to allow Waste

Management to assess the efficacy and fairness of the AFA.

V. Billable Time

Billable Time. Outside counsel should bill only for actual time spent in providing legal services, unless an alternative billing arrangement has been agreed to in advance and in

writing. Moreover, the time spent working on Waste Management matters should be focused

on tasks that are necessary to accomplish the Companys objectives efficiently and cost-

effectively. Prior to submitting any invoice for attorney fees, outside counsel must review




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the invoice to ensure that the time spent is reasonable, necessary, and appropriate and that the

amount billed fairly represents the value of the legal services provided. Waste Management

will require write-downs or write-offs of invoices where the time being billed does not

represent value to the Company. Even if time is written down or off, the invoice should still

reflect the task description and timekeeper, and, if possible, the time spent. For example:

Date Task Timekeeper Time Fees

1-21-2014 Prepared budget for potential litigation [NO CHARGE] Lisa Litigator 1.00 0.00

Non-Billable Time. As a corollary to the above billing policy, Waste Management will not pay for activities that do not provide value to the Company. Examples of activities which are

not billable to Waste Management are:

Pre-engagement meetings Conflicts of interest review Preparing periodic matter budgets Copying time Overstaffing Summer clerk training Charging for initial investment or start-up costs Charging for new or replacement attorneys to familiarize themselves with a matter Holding nonessential and/or routine internal conferences about the matter Charging for routine digesting or summarizing of documents and depositions Charging the Company for routine professional reading to stay current with new

decisions, regulations, industry developments, etc.

Handling specific tasks through persons who are either over-qualified or under-qualified

Marketing pitches to Waste Management in-house counsel regarding areas of expertise or additional law firm resources

Travel Time. As a general rule, Waste Management does not pay attorney fees for travel time, whether local or long-distance, except for time spent actually working on Waste

Management matters (e.g., time spent drafting a brief during air travel). The Companys

decision to concentrate its outside legal work in fewer law firms necessarily requires those

law firms to provide representation in large geographical areas. Implicit in Waste

Managements willingness to use law firms for larger geographical areas is the expectation

that the Company will not incur higher costs than would be incurred if it used more local

counsel. Unless Waste Management in-house counsel has approved, in advance, alternative

arrangements for billing travel time on a specific matter, the following guidelines apply:

Local Travel. Outside counsel should not bill for local travel time, defined as travel within 60 miles from the assigned attorneys office.

Long-Distance Automobile Travel. Where automobile travel beyond 60 miles from a lawyers office is necessary and requested or approved in advance by Waste

Management in-house counsel, outside counsel can bill for actual travel time, up to

three hours per day. Any time billed for travel must be identified separately,



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including the amount of time being billed, and must not be combined with other tasks.

If travel time is not broken out from other time, the combined entry will be rejected or

adjusted.

Air or Train Travel. The Company does not pay attorney fees for time spent during air or train travel, including time spent driving to and from airports, time spent waiting in

airports, or delayed or cancelled flights or trains. Time spent actually working on

Waste Management matters during travel may be billed, provided that bills for such

time provide a reasonable description of the work performed.

VI. Expenses & Disbursements

Waste Management believes that the substantial fees charged by law firms are more than

adequate to cover the routine costs incurred in providing legal services. Indeed, the Company

works with a number of law firms that have proactively stopped charging Waste Management for

any expenses (e.g., long-distance charges, routine office copying, overnight delivery), other than

certain large or non-routine expenses (e.g., travel expenses, large copy projects, deposition tran-

scripts). While Waste Management will reimburse law firms for the actual costs of certain

expenses, the Company will not reimburse most routine expenses related to providing legal

services, even if those expenses may have been traditionally considered reimbursable expenses.

For example, Waste Management does not reimburse firms for long-distance telephone charges

or computer-assisted legal research charges, such as Lexis-Nexis or Westlaw.

Non-Travel Expenses & Disbursements.

Reimbursable Expenses. Waste Management will reimburse law firms for the actual costs incurred for the following expenses:

Large (> 200 pages) in-house photocopy charges may be charged at no more than 10/page, whether B&W or color.

Hosting charges for multi-party conference calls Overnight or express mail charges, when unavoidable Local messenger services, when necessary

Non-Reimbursable Expenses. Waste Management considers the following types of expenses to be part of law firm overhead and will not reimburse outside counsel for

these charges, unless specifically authorized in writing and in advance:

Office overhead charges, including: Routine in-house copying (< 200 pages) Office supplies Firm conference room charges Document storage charges Library charges Books, subscriptions or education expenses Professional association or other membership fees



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Routine communication charges, including: Ordinary postage Avoidable overnight or express mail charges Local and long-distance telephone charges Cell phone or air phone charges Incoming and outgoing fax charges, including long-distance charges

Computer charges, including: Computer-assisted legal research (e.g., Lexis-Nexis or Westlaw) E-mail or word processing charges

Electronic billing costs Administrative or clerical services, including:

Secretarial or word processing Filing and file organization Proofreading Docketing Accounting Library

Local transportation expenses (mileage, taxi, tolls, parking, etc.) within 60 miles from the assigned attorneys office, including after-hours transportation.

Meals (except during business travel) Surcharges for contract lawyers

Long-Distance Travel Expenses. The Company will reimburse outside counsel for the actual costs incurred when long distance travel is necessary. Before making travel

arrangements, outside counsel shall discuss with Company in-house counsel whether such

travel is necessary and approved. Long distance travel must be approved in advance. If

travel is on behalf of Waste Management and another client, the cost of such travel shall be

split between or among the firm clients.

Air or Train Travel. The Company will reimburse outside counsel for the actual cost of coach tickets for domestic airline or train travel. Outside counsel should book air

travel as far in advance as is possible to obtain lower advance-purchase tickets. Unless

scheduling beyond the control of outside counsel requires last-minute ticketing, tickets

should be purchased at least 14 days in advance. Furthermore, outside counsel should

seek to reduce overall travel costs by selecting lower priced carriers and alternative

routing or schedules.

Hotels & Meals. Waste Management expects outside counsel to be prudent both in selecting hotels and restaurants for which it is charged and in distinguishing between

personal expenses and properly chargeable business expenses. Waste Management

will not pay for any personal expenses, such as entertainment.

Rental Cars & Taxis. Waste Management will reimburse outside counsel for rental cars (mid-size cars or smaller), taxis, or ride-sharing services (e.g., Uber or Lyft).

Outside counsel should use their best judgment in arranging for transportation in

conjunction with long-distance travel. In some circumstances, a rental car will be



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appropriate; in other situations, taxis or ride-sharing services will provide more cost-

effective transportation.

Personal Cars. When outside counsel use personal automobiles for long-distance travel (i.e., beyond 60 miles), the Company will reimburse only for mileage in

accordance with the IRSs standard automobile mileage rate in effect at the time.

Third Party Expenses.

Consultants and Experts. Retaining experts and consultants by outside counsel must receive prior express authorization from the Companys counsel. Company counsel

and outside counsel should consult as to whether Waste Management will hire the

third party directly or whether outside counsel will do so. Generally, the Company

would prefer that the firm pay and seek reimbursement for third party fees less than

$1,000.

Outside Copying. Waste Management has a preferred photocopying service, identified on Exhibit 3. If outside counsel has a large copying project (e.g., > 500

pages) and intends to use an outside copying service, Waste Management requires

outside counsel to use this preferred vendor, who will bill Waste Management directly

for the copying costs.

Court Reporters. Waste Management has also contracted with two national court reporting services, identified on Exhibit 3. If outside counsel anticipates needing a

court reporter, Waste Management requires outside counsel to use these preferred

vendors, who will bill Waste Management directly.

eDiscovery. Firms should not engage eDiscovery vendors directly. All eDiscovery processing and/or hosting requests should be directed to Waste Managements

Manager of Discovery Services LaTonya Warner, [email protected] or (713) 265-

1524. All eDiscovery costs will be incurred by Waste Management. If you are

currently hosting eDiscovery in-house on an existing matter, please continue to do so

until the conclusion of the matter. Within 30 days of resolving the matter, please

contact LaTonya Warner for instructions on returning the data to Waste

Management.

VII. Billing Requirements

Invoices. Waste Management requires that all bills for legal fees contain certain matter information and sufficient detail to allow for meaningful in-house review of the legal

services provided and the prompt processing of payment. Time entries that do not provide

sufficient detail may be written down or written off. In some cases, invoices that do not

contain the necessary information will be rejected and will result in significant delay in (or

even denial of) final payment. The following information must be provided:

Matter Name and Number. Every invoice should cover only one matter and must include the matter name and number for the assignment, as provided by Waste




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Management. (Matter numbers are in the form: 2006-00347.) This requirement is

especially critical for those few firms that have approval to submit paper invoices.

While some assignments will be of such limited duration that they can be billed to a

more general number, we will typically open a new matter for any assignments where

the legal fees are anticipated to exceed $5,000. Outside counsel should consult with

in-house counsel or Legal Department staff to obtain the correct matter name and

number for each matter billed.

Invoice Number. Each invoice should have a unique, non-duplicated invoice number generated by the firm. If an invoice is disputed, the reposted invoice should have the

same invoice number as the original invoice. If an invoice is rejected, any resubmitted

invoice should have the same invoice number with an A at the end. If rejected a

second time, any resubmitted invoice should have the same invoice number with an

B at the end, etc.

Description of Legal Services. Each invoice and timekeeper must provide a reasonably specific description of individual tasks or activities performed each day,

including the timekeeper performing the task, the amount of time spent on such tasks,

and the fees associated with each task. The description must be sufficiently itemized

to allocate time within a matter to such categories of tasks as legal research, fact-

gathering, internal conferences, communications with the client, drafting particular

documents, court appearances and the like. Descriptions should be concise, but

informative. For example, teleconference with consultant is not adequate;

teleconference with Mr. Smith re selection of expert trial witnesses is sufficient. All

invoices must indicate the hourly rate for each attorney or paralegal billing time.

PLEASE NOTE: WASTE MANAGEMENT MAY REJECT INVOICES OR REQUIRE TIME BE

WRITTEN OFF WHERE TIME ENTRIES FAIL TO PROVIDE A DESCRIPTION SUFFICIENT

TO ALLOW IN-HOUSE COUNSEL TO UNDERSTAND THE NATURE OF THE SERVICES

PERFORMED.

Billing Increments. Billed time must reflect the actual time spent working on Waste Management matters. Time should be billed to the nearest 1/10th of an hour. Multiple

significant and distinct tasks shall not be assigned to one amount of time (i.e., no

blocked or lumped billing). Closely-related or brief tasks (e.g., brief phone calls,

drafting multiple short e-mail messages) should billed together and not as separate

line-item tasks. For example, preparing interrogatories and drafting a motion should

be billed as two separate tasks; however, research, drafting, and editing a brief should

be billed as one task. Three two-minute phone calls should be billed as a total of

1/10th of an hour, not as three entries of 1/10th of an hour each. Waste Management

will reduce or write-off blocked or lumped line-item entries that do not provide a

reasonable understanding of the time spent on each task.

Billing More Than Ten Hours in a Day. While Waste Management recognizes that the demands of a case will sometimes require lawyers to bill more than 10 hours in one

day, we also recognize that the efficiency of a lawyer will decline significantly at this

level of effort. If billing for more than 10 hours in a day is not avoidable even with

reasonable planning, outside counsel should provide a more thorough description of



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the tasks performed to allow in-house counsel to more closely scrutinize the fees

billed. Fees exceeding 10 hours per day will be reduced if the Waste Management

supervising attorney determines that fees billed in excess of 10 hours were not

necessary or did not provide value to the company.

Use of UTBMS Codes. The Company now requires that all bills, whether or not electronic, be coded under Uniform Task-Based Management System (UTBMS) to the

Task level. Code sets are likely to be imbedded in your billing system, but they can

otherwise be obtained from the ABAs Uniform Task-Based Management System

code web site. Waste Management uses all four code sets: Counseling, Project,

Bankruptcy and Litigation. Waste Management also requires that all electronically

submitted invoices must use the UTBMS Expense Code set.

Disbursements and Back-up Receipts/Documentation. Invoices should also identify the out-of-pocket expenses attributable to the matter. Receipts, invoices, and other

backup documentation supporting these expenses must be included with your invoices

submitted through Legal Tracker. Unless requested by Waste Management, receipts or

other documentation are not required for in-house copying charges, teleconference

charges, and other individual items less than $25.00, provided that such expenses

otherwise conform to these Guidelines, including adequately identifying each expense

and using the correct expense code. Expense Code E124 (Other) should rarely, if ever,

be used.

Submission of Invoices. Invoices must be submitted by the end of the month following the month during which services were performed or disbursements incurred. A

monthly bill should be submitted on each matter for which any fees are incurred, without

regard to the amount of the time or expenses charged to that matter. Invoices should

include the fees for only one calendar month i.e., invoices should not span several

months worth of billable time. It is essential that the firms avoid straggler billing from

timekeepers that are late in completing their time reports.

Late Invoices. Waste Management is adamant about requiring law firms to submit timely invoices. Waste Management will impose a 15% reduction of the invoice (excluding

costs) for all invoices that are more than two months late i.e., submitted more than

three months after the month in which the services were performed. Waste Management

will take an additional reduction of 10% of the invoice for each month thereafter. If WM

reviewers or Tracker reject an invoice close to the end of the 2-month deadline, a revised

invoice must be resubmitted within 15 days of the rejection notice to avoid the late

penalty. When a matter is closed, final invoices must be submitted within 90 days after

Waste Management has advised the firm that the matter has been closed. After 90 days,

you will not be able to submit invoices electronically. WM will not pay invoices after

the 90-day deadline.

Year-End Invoices or Accruals. At the end of each year, Waste Management is required to accrue for unbilled fees and expenses so we can close our books for the year. In

December, you will receive a notice reminding your firm that, by the second business day

of each January, you must input an estimate of all unbilled time that has not yet been

http://www.americanbar.org/groups/litigation/resources/uniform_task_based_management_system.html



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invoiced. Alternatively, you can submit final invoices by the second business day of each

January instead of submitting estimated accruals. This requirement applies to all matters,

and not just those exceeding certain thresholds. Waste Management will impose a 20%

reduction of the invoice (excluding costs) for each matter where the law firm fails to

submit either a timely invoice or year-end accrual. Please note that law firms can submit

year-end accruals starting mid-December; therefore, if a firm cannot submit its December

invoice by the deadline, it can satisfy this requirement by submitting an estimate of fees

and expenses in mid-December.

Mode of Submission Legal Tracker. Law firms used by Waste Management must submit their monthly invoices electronically in LEDES format through Legal Tracker. In

very rare circumstances, Waste Management will agree to waive the requirement to

submit bills electronically. These circumstances are usually limited to law firms who are

representing Waste Management on a very limited and brief one-time engagement.

If your firm is not already submitting legal bills electronically through Tracker, please

contact the Legal Department for information, including Legal Trackers User Guides.

Technical assistance is available by contacting Legal Tracker by telephone at (800) 787-

8717 or through e-mail at [email protected]. You will need to

identify someone at your firm who will be responsible for administering the Tracker

system for your firm. Administration of Tracker will involve creating new users, resetting

passwords, completing office profiles, and other simple administrative tasks. Please

forward the name, email address, and office address of that person to Nancy Shoebotham

in Waste Managements Legal Department ([email protected]).

Law Firm Billing Coordinators. The firm is responsible for keeping their Billing Coordinators information current in Legal Tracker. Keeping this information current is

especially critical for firms billing electronically because notices of rejected invoices are e-

mailed to the billing coordinators. If the billing coordinator changes or leaves, the firm may

be unaware that invoices have been rejected. Failure to update billing coordinator

information is often the reason for unpaid invoices becoming stale.

Payment Terms and Finance Charges. Waste Management seeks to pay all vendors as quickly as practical after the receipt of a complete and accurate invoice. Electronic billing

will expedite this process and our attorneys are also authorized to accelerate this schedule in

exchange for an appropriate discount or to reimburse significant cash disbursements paid by

outside counsel on our behalf. We will not pay finance charges assessed on unpaid balances.

Waste Management generally pays invoices within 45 days of receipt. If your firm has not

received payment within 55 days of submittal, please contact the Legal Department to

determine if there is a problem with invoice approval.

Right to Audit. Additionally, the Company reserves the right, upon reasonable notice and during normal business hours, to inspect all the papers and records of outside counsel to the

extent reasonably necessary to determine the accuracy and correctness of the statements or

invoices for work performed for the Company.

mailto:[email protected]:[email protected]



Page 14

VIII. Information Security

Records. Outside counsel shall implement and adhere to the firms records management policy to ensure that all non-active records/case files that include WM information are

maintained based on the firms retention guidelines. Within 90 days after a matter is closed

and prior to the scheduled destruction of any WM records, the firm shall notify WM in

writing and discuss whether the records should be retained by the firm, returned to WM, or

destroyed.

Information Security. Outside counsel shall implement adequate controls to secure the sensitive and confidential information that it receives from WM.

* * *

Waste Managements Legal Department appreciates your firms willingness to comply

with these Guidelines. If you have any questions, please contact the Legal Department. We will

be revising these Guidelines from time-to-time and welcome your feedback.

Attachments: Exhibit 1 Compliance with SEC Attorney Conduct Rules (August 2003)

Exhibit 2 Early Case Assessment form

Exhibit 3 Third Party Vendors

~ End of Document ~

Exhibit 1 SEC Attorney Conduct Rule

Page 1

WASTE MANAGEMENTS COMPLIANCE WITH SEC ATTORNEY CONDUCT RULE

POLICY STATEMENT

The United States Securities and Exchange Commission (the SEC) has adopted rules setting forth minimum standards of professional conduct for attorneys who appear and practice before the SEC. The rules require in-house and outside attorneys to report, up-the-ladder within the Company, evidence of wrongdoing by the Company or its directors, officers, employees or agents. Waste Management, Inc. (the Company or WM) takes these rules very seriously. The Office of the General Counsel has adopted the following policy to help both its in-house and outside attorneys understand and comply with the SEC standards. All WM attorneys are subject to and must comply with this policy.

1. COMPLIANCE 1.1. Mandatory Compliance Compliance with the SEC rules and this policy is mandatory. Failure to comply may be grounds for discipline by WM, up to and including termination, and may subject the non-compliant attorney to SEC enforcement action.

1.2. Non-Retaliation No attorney may be disciplined, reprimanded, dismissed or otherwise penalized for complying in good faith with the SEC rules or this policy.

1.3. Contacts If an attorney has questions regarding the SEC rules or this policy, the attorney should contact the General Counsel or the Vice President & Assistant General Counsel Corporate and Securities.

2. APPLICATION 2.1. Potential Application to All Attorneys The SEC rules apply to all attorneys appearing and practicing before the SEC. The SEC rules generally define appearing and practicing before the SEC as:

(i) Transacting any business with the Commission, including communications in any form;

(ii) Representing an issuer in a Commission administrative proceeding or in connection with any Commission investigation, inquiry, information request, or subpoena;

(iii) Providing advice in respect of the US securities laws or the Commissions rules or regulations thereunder regarding any document that the attorney has notice will be filed with or submitted to, or incorporated into any document that will be filed with or submitted to, the Commission, including the provision of such advice in the context of preparing, or participating in the preparation of, any such document; or

(iv) Advising an issuer as to whether information or a statement, opinion, or other writing is required under the US securities laws or the Commissions rules or regulations thereunder to be filed with or submitted to, or incorporated into any document that will be filed with or submitted to, the Commission.

Because the SECs definition of appearing and practicing is very broad and presents difficult interpretive questions, all WM attorneys should understand and comply with the SEC rules and this policy, regardless of whether they believe they are appearing and practicing before the SEC, and regardless of whether they regularly participate in securities law matters.

2.2. Non-U.S. Attorneys Non-U.S. attorneys generally will not be covered unless they provide advice regarding US law without consulting US counsel. Again, however, they should report and take other steps as required by this policy.

2.3. Supervisory and Subordinate Attorneys The SEC rules distinguish between supervisory and subordinate attorneys. A supervisory attorney is one who actually supervises or directs the work of a subordinate attorney. All WM attorneys, including subordinate attorneys, are required to comply with this policy. In addition, supervisory attorneys should make reasonable efforts to ensure that subordinate attorneys whom they manage comply with the rules.

2.4. Outside Law Firms WMs outside law firms that have attorneys who appear and practice before the SEC are expected to comply fully with the SEC rules and this policy by making appropriate reports to WMs General Counsel of evidence of a material violation.

In this regard, every WM attorney who retains outside counsel on behalf of the Company must provide that counsel with a copy of this policy and include a reference to this policy in engagement letters.

Finally, the WM attorney should ask the outside counsel to notify and consult with the General Counsel, subject to the outside counsels reasonable discretion and ethical obligations, if the outside counsel believes that a formal report to the General Counsel or Audit Committee is warranted under the SEC rules. Provisions to this effect have been added to WMs standard engagement letter for outside counsel.

2.5. Attorneys Retained To Investigate Evidence of a Material Violation or Defend WM

In-house or outside attorneys who are directed by the General Counsel to investigate evidence of a material violation or to defend WM or its agent in litigation relating to such evidence are subject to different standards than those set forth in Sections 3 and 4 below.

An attorney directed by the General Counsel to investigate evidence of a material violation has no obligation to report that evidence under the SEC rules if: (1) the attorney reports the results of the investigation to the General Counsel; and (2) except where the attorney and the General Counsel reasonably believe that no material violation exists, the General Counsel reports the results of the investigation to WMs Board of Directors or a committee of independent directors.

Similarly, an attorney directed by the General Counsel to assert a colorable defense on behalf of WM or its agent in an administrative or judicial proceeding relating to evidence of a material violation has no


Page 2

reporting obligations if the General Counsel provides to the Board or a committee of independent directors reasonable and timely reports on the progress and outcome of the proceeding. Attorneys who believe that the General Counsel is not appropriately reporting to the Board or a committee of independent directors should consult with the General Counsel or the Vice President & Assistant General Counsel Corporate and Securities before making any report under the SEC rules.

3. MATERIAL VIOLATIONS 3.1. Material Violation Definition The SEC rules require appearing and practicing attorneys to report up-the-ladder evidence of any material violation by the Company or a director, officer, employee or agent of the Company of which such attorneys become aware. The term material violation includes:

a material violation of US federal or state securities law

a material breach of a fiduciary duty under US federal or state law, or

a similar material violation of any US federal or state law.

The SEC defines evidence of a material violation as credible evidence, based upon which it would be unreasonable, under the circumstances, for a prudent and competent attorney not to conclude that it is reasonably likely that a material violation has occurred, is ongoing or is about to occur.

This definition requires difficult judgments. For this reason, WM attorneys other than the General Counsel should not attempt to determine whether a particular violation is covered by the SEC rules. If an attorney becomes aware of an arguably material violation of law or breach of fiduciary duty by the Company or one of its officers, directors, employees or agents, the attorney must report that violation to the General Counsel, with a copy to his supervisory attorney.

3.2. Material Violation of US or State Securities Law In general, the US securities laws require timely, complete and accurate disclosure of all material and other required information about WM in WMs annual report on Form 10-K and quarterly reports on Form 10-Q and in registration statements and other filings with the SEC. State securities laws have similar disclosure requirements that are often completely or partially satisfied by compliance with the disclosure requirements of the US securities laws. Materiality of a matter is judged by both qualitative and quantitative measures. Any fact or circumstance as to which there is a substantial likelihood that a reasonable investor would consider important in making an investment decision about WMs securities would be deemed to be material.

3.3. Material Breach of Fiduciary Duty The SEC has stated that a breach of fiduciary duty includes any breach of fiduciary or similar duty to the Company recognized under applicable US or state law or common law, including without limitation misfeasance, nonfeasance, abdication of duty, abuse of trust and approval of unlawful transactions. Under the laws of Delaware, where WM is incorporated, the courts have established the duty of care and the duty of loyalty as the primary fiduciary duties of directors and officers.

Duty of Care. The duty of care requires a director or officer to perform his duties (a) in good faith, (b) with the care of an

ordinarily prudent person in a like position under similar circumstances, and (c) in a manner reasonably believed to be in the best interests of the company and its stockholders. Good faith requires that a person act honestly, in the best interests of the company and its stockholders, and in a manner that is not knowingly unlawful or contrary to public policy.

Duty of Loyalty. The duty of loyalty requires a director or officer to exercise his or her powers in the interests of the company and its stockholders and not in his own interest or in the interest of another person or organization. The duty of loyalty requires a person not to use his position to make personal profit or gain or for other personal advantage. However, transactions involving conflicts are not inherently improper if they are disclosed to and approved by the Board of Directors or WMs stockholders, or if they are entirely fair to the Company.

In some circumstances, the duty of loyalty requires that a director or officer make a business opportunity available to the Company before pursuing the opportunity for his own benefit or the benefit of some other person or entity.

3.4. Similar Violation of Any US Federal or State Law The SEC has not defined the term similar violation. Attorneys have generally interpreted it to mean breaches of fiduciary duties under ERISA and other statutes.

3.5. Questions about What May Be a Material Violation These definitions require difficult judgments. An attorney who has questions about what may be a material violation should contact the General Counsel or the Vice President & Assistant General Counsel Corporate and Securities.

WM attorneys are encouraged to report information that could be evidence of a material violation if they have any doubt about whether it is covered by the SEC rule.

4. REPORTING OBLIGATIONS 4.1. Report Recipient An attorney who becomes aware of evidence of a material violation, either directly or indirectly, shall report that evidence to the General Counsel, and also inform his supervisory attorney.

4.2. Conflicts If an attorney reasonably believes that reporting to the General Counsel would be futile (e.g., if the General Counsel is or may be involved in the perceived wrongdoing), then the attorney should report such evidence to the Chief Executive Officer or the Audit Committee of WMs Board of Directors.

4.3. Making a Report Reports are to be made by telephone or in person as soon as possible. To report evidence of a material violation, an attorney should contact the General Counsel and also inform his supervisory attorney by telephone or in person as soon as possible after becoming aware of the evidence. While the SEC views these reports as protected by the attorney-client privilege, the attorney should exercise prudence if putting them in writing.


Page 3

5. ASSESSMENT OF REPORTS 5.1. General Counsel Assessment The General Counsel must assess evidence of material violations and decide on an appropriate response. When the General Counsel receives a report from an in-house or outside attorney regarding evidence of a material violation, or otherwise becomes aware of such evidence, he must evaluate the evidence to determine whether a material violation contemplated by the SEC rules has occurred, is ongoing or is about to occur.

If the General Counsel determines that no material violation exists, he must notify the reporting attorney and advise him of the basis for that determination. If the General Counsel concludes that a material violation covered by the SEC rules exists, he must: (1) take all reasonable steps to cause WM to adopt an appropriate response; and (2) advise the reporting attorney of that response within a reasonable time.

The General Counsel is entitled to exercise his discretion, subject to the requirements of the SEC rules, in deciding how to respond, including with respect to the use of in-house counsel or the retention of outside counsel to investigate the evidence and recommend an appropriate response.

5.2. Reporting Attorney Assessment An attorney who reports evidence of a material violation to the General Counsel is responsible for assessing the General Counsels response (as reported to the attorney by the General Counsel) to determine whether it is an appropriate response under the SEC rules and consider the need for further action.

5.3. Appropriate Response An appropriate response is one that leads the reporting attorney reasonably to believe: (1) that no material violation exists; (2) that WM has adopted appropriate remedial measures; or (3) that WM, with the consent of the Audit Committee of the Board of Directors, has directed an attorney to review the evidence and either has substantially implemented any remedial recommendations made by the attorney or has been advised that the attorney may assert a colorable defense on behalf of WM (or WMs agent) in a proceeding relating to the evidence. If the reporting attorney believes that the General Counsel has provided an appropriate response within a reasonable time, the attorney is not obligated to take any additional action under the SEC rules.

5.4. Appropriate Response Not Provided within a Reasonable Time

If the reporting attorney concludes that the General Counsel has not provided an appropriate response within a reasonable time, the attorney must report the evidence to the Audit Committee of WMs Board of Directors.

The Audit Committee will advise the reporting attorney of its response, based on its procedures for handling reports and responses. If, after reporting the evidence to the Audit Committee and being advised of its response, the reporting attorney believes that WM still has not provided an appropriate response within a reasonable time, the reporting attorney must explain his or her reasons to the General Counsel, WMs Chief Executive Officer and the Audit Committee, with a copy to the reporting attorneys supervisory attorney. In assessing the appropriateness of any response, the reporting attorney may

consult with his supervisory attorney, the General Counsel or the Vice President & Assistant General Counsel Corporate and Securities.

6. CONFIDENTIALITY AND RECORDS 6.1. Client Confidences Subject to their general ethical obligations, WM attorneys should not make public their reports under the SEC rules or take other action that breaches Company confidences or that might be viewed as a waiver of the attorney-client privilege. Any attorney who has questions about this policy should consult with the General Counsel or the Vice President & Assistant General Counsel Corporate and Securities.

6.2. Written Records of Reports and Responses The General Counsel and any attorney who reports evidence of a violation under the SEC rules will maintain a written record establishing that the report was made, providing a brief description of the nature of the report, and noting whether a response was received.

7. QUALIFIED LEGAL COMPLIANCE COMMITTEE The SEC rules permit WMs Board to form a Qualified Legal Compliance Committee (QLCC) or to designate the Audit Committee or another committee of the Board as a QLCC.

As of the date of this policy, WMs Board has not formed or designated a QLCC. If the Board takes such action, WM will inform all of its attorneys and revise this policy to reflect certain alternative procedures for reports to, and investigations by, the QLCC.

8. REPORTING OTHER VIOLATIONS WM has long encouraged all of its personnel to report, in good faith, any problems or issues they become aware of, especially those that involve violations of the law or legal responsibilities of WMs employees or agents.

The adoption of the SEC rules requiring up-the-ladder reporting by attorneys of certain material violations does not change this philosophy. WM continues to strongly encourage all employees to report any violations of law or Company policy through the various reporting mechanisms already in place.

As a reminder, reports may be made through the employees supervisor or any WM manager. Alternatively, employees are encouraged to contact the Integrity Helpline (on a confidential or anonymous basis if desired) either orally or in writing as follows:

Telephone: 1-800-265-9380 E-mail: [email protected] Mail: Business Ethics and Compliance Department Waste Management P. O. Box 52549 Houston, Texas 77502-2549


Exhibit 2 Early Case Assessment

Page 1

EARLY CASE ASSESSMENT

Click to download Word version >>

Date First Prepared:

Last Updated:

SUMMARY:

WM Matter Name: WM Matter #:

Plaintiff Name: Named Defendants:

Lead WM Attorney: Venue:

WM Outside Counsel (Firm, Lead Attorney): Date Filed:

Responsible Business Unit: Business Unit Contact:

Opposing Counsel:

I. RISK ASSESSMENT: Where are we?

A. Case description: Provide detailed description of the dispute including all relevant facts and legal principles.

B. Witnesses: Identify key witnesses and people with knowledge of underlying facts. For each individual, include

whether they are a current or former WM employee, whether they have been interviewed, and brief description of

their substantive knowledge.

Individual Empl. Status Interviewed? Knowledge of Case

C. Documents: Identify all relevant documents including all electronic information and emails. Please identify the

categories of types of documents and include the source of each document.

Doc. Description/ Type Source Lit Hold? Preserved/

Collected?

Reviewed?



Last Updated:

SUMMARY:

WM Matter Name:

WM Matter #:

Plaintiff Name:

Named Defendants:

Lead WM Attorney:

Venue:

WM Outside Counsel (Firm, Lead Attorney):

Date Filed:

Responsible Business Unit:

Business Unit Contact:

Opposing Counsel:



B. Witnesses: Identify key witnesses and people with knowledge of underlying facts. For each individual, include whether they are a current or former WM employee, whether they have been interviewed, and brief description of their substantive knowledge.

Individual

Empl. Status

Interviewed?

Knowledge of Case

C. Documents: Identify all relevant documents including all electronic information and emails. Please identify the categories of types of documents and include the source of each document.

Doc. Description/ Type

Source

Lit Hold?

Preserved/Collected?

Reviewed?

Describe the key issues and themes identified in the documents.

D. Jurisdiction / Venue / Opposing Counsel: Identify the jurisdiction, location of the lawsuit, and opposing counsel.

Rate the venue as 1) positive; 2) neutral; or 3) adverse:

Rate the opposing counsel as an A, B, or C. Please note special consideration such as similar matters filed against WM in this jurisdiction, prior experiences with opposing counsel, whether opposing counsel is well respected in the specific jurisdiction, and whether opposing counsel handled similar cases against WM.

E. Key Legal Issues: Identify the relevant jurisprudence/law for the jurisdiction in the context of the facts giving rise to the lawsuit. This will vary depending on the facts of the dispute and where the case is filed, but consider, for example, whether this state recognizes punitive damages, comparative fault, or joint / several liability or whether there may be an applicable class action statute. Are there issues common to other WM cases? Is WMI a named party? Are there risks regarding future precedent or copycat cases?

II. GOAL SETTING: Where do we want to be?

A. Liability: Identify whether liability is remote, possible, probable or if it is too early to determine. If liability cannot be determined, detail the additional steps needed to complete the analysis. For example, is expert opinion needed to evaluate the exposure? Do we need a forensic accountant or accident reconstruction to help quantify the liability? If so, has such an expert been identified or retained?

B. Exposure: Identify the maximum dollar amount of exposure if WM were to be found liable (worst case scenario). Is it quantifiable? If no, is it quantifiable within a range? If this amount cannot be calculated, do we need to retain an expert to help quantify the exposure? If so, has this expert been identified and retained? If there is no identifiable monetary loss, what is the business risk or the resulting business interruption?

C. Estimated Costs:

1. What is the cost of the case during the investigation phase (fact gathering, internal interviews, business interruption)?

2. What is the cost of litigation up to the trial date? Estimate cost of written discovery, depositions, motion practice, and experts.

3. What is the cost of an actual trial-and the estimated length of trial?

4. What is the total business costs/business interruption cost? Identify the time current employees will be away from their jobs for witness preparation and testimony (depositions and trial). Estimated the number of employees who will be needed as witness and/or corporate representatives at trial.

5. What is the estimated time to resolution (start to finish)?

D. Reputational Risks: Identify whether there is potential for media attention. Is a press release required? Will the outcome of this matter adversely impact other WM cases? Are our positions inconsistent with other pending litigation? What is the impact on other business operations and opportunities? Is there a risk for punitive damages?

E. Please identify the key WM risks.

#

Key Risks

1

2

3

4

5

F. Optimal Resolution (The Goal): What is a win? The goal must be determined in connection with input from the business owner of the particular piece of litigation.

III. Case Plan: How do we get there?

A. Alternative Dispute Resolution

1. High level business meetings between principles.

2. Early mediation.

3. Arbitration.

B. Litigation

1. Preliminary motion practice: Dismissals on jurisdictional issues, lack of standing, special appearance etc.

2. Key discovery

a) Written discovery-interrogatories, requests for admission and documents.

b) Depositions.

c) Expert reports and depositions.

3. Jury Research: The results of which may affect the risk assessment and require the formulation of new goals.

a) Opinion surveys.

b) Focus Groups.

c) Shadow Juries.

EARLY CASE ASSESSMEN

T


Last Updated:

SUMMARY:

WM

Matter Name:

WM

Matter #:

Plaintiff Name:

Named Defendants:

Lead WM Attorney:

Venue:

WM Outside Counsel (Firm, Lead Attorney):

Date Filed:

Responsible Business Unit:

Business Unit Contact:

Opposing Counsel:

I.

RISK ASSESSMENT

:

Where are we?

A.

Case description: Provide detailed description of the dispute including all relevant facts and legal principles.

B.

Witnesses: Identify key witnesses and people with knowledge of underlying facts. For each individual, include

whether they are a current

or former WM employee, whether they have been interviewed, and brief description of


Individual

Empl. Status

Interviewed?

Knowledge of Case

C.

Documents: Identify all relevant documents

including all electronic information and emails. Please identify the


Doc. Description/ Type

Source

Lit Hold?

Preserved/

Collected?

Reviewed?




Last Updated:

SUMMARY:

WM Matter Name: WM Matter #:

Plaintiff Name: Named Defendants:

Lead WM Attorney: Venue:

WM Outside Counsel (Firm, Lead Attorney): Date Filed:

Responsible Business Unit: Business Unit Contact:

Opposing Counsel:



B. Witnesses: Identify key witnesses and people with knowledge of underlying facts. For each individual, include

whether they are a current or former WM employee, whether they have been interviewed, and brief description of


Individual Empl. Status Interviewed? Knowledge of Case

C. Documents: Identify all relevant documents including all electronic information and emails. Please identify the


Doc. Description/ Type Source Lit Hold? Preserved/

Collected?

Reviewed?


File AttachmentExhibit 2 - ECA Form.docx


Page 2


D. Jurisdiction / Venue / Opposing Counsel: Identify the jurisdiction, location of the lawsuit, and opposing counsel.

Rate the venue as 1) positive; 2) neutral; or 3) adverse:

Rate the opposing counsel as an A, B, or C. Please note special consideration such as similar matters filed against

WM in this jurisdiction, prior experiences with opposing counsel, whether opposing counsel is well respected in

the specific jurisdiction, and whether opposing counsel handled similar cases against WM.

E. Key Legal Issues: Identify the relevant jurisprudence/law for the jurisdiction in the context of the facts giving rise

to the lawsuit. This will vary depending on the facts of the dispute and where the case is filed, but consider, for

example, whether this state recognizes punitive damages, comparative fault, or joint / several liability or whether

there may be an applicable class action statute. Are there issues common to other WM cases? Is WMI a named

party? Are there risks regarding future precedent or copycat cases?

II. GOAL SETTING: Where do we want to be?

A. Liability: Identify whether liability is remote, possible, probable or if it is too early to determine. If liability

cannot be determined, detail the additional steps needed to complete the analysis. For example, is expert opinion

needed to evaluate the exposure? Do we need a forensic accountant or accident reconstruction to help quantify the

liability? If so, has such an expert been identified or retained?

B. Exposure: Identify the maximum dollar amount of exposure if WM were to be found liable (worst case scenario).

Is it quantifiable? If no, is it quantifiable within a range? If this amount cannot be calculated, do we need to retain

an expert to help quantify the exposure? If so, has this expert been identified and retained? If there is no

identifiable monetary loss, what is the business risk or the resulting business interruption?

C. Estimated Costs:

1. What is the cost of the case during the investigation phase (fact gathering, internal interviews, business

interruption)?

2. What is the cost of litigation up to the trial date? Estimate cost of written discovery, depositions, motion

practice, and experts.

3. What is the cost of an actual trial-and the estimated length of trial?


Page 3

4. What is the total business costs/business interruption cost? Identify the time current employees will be away

from their jobs for witness preparation and testimony (depositions and trial). Estimated the number of

employees who will be needed as witness and/or corporate representatives at trial.

5. What is the estimated time to resolution (start to finish)?

D. Reputational Risks: Identify whether there is potential for media attention. Is a press release required? Will the

outcome of this matter adversely impact other WM cases? Are our positions inconsistent with other pending

litigation? What is the impact on other business operations and opportunities? Is there a risk for punitive

damages?

E. Please identify the key WM risks.

# Key Risks

1

2

3

4

5

F. Optimal Resolution (The Goal): What is a win? The goal must be determined in connection with input from

the business owner of the particular piece of litigation.

III. Case Plan: How do we get there?

A. Alternative Dispute Resolution

1. High level business meetings between principles.

2. Early mediation.

3. Arbitration.

B. Litigation

1. Preliminary motion practice: Dismissals on jurisdictional issues, lack of standing, special appearance etc.

2. Key discovery

a) Written discovery-interrogatories, requests for admission and documents.

b) Depositions.


Page 4

c) Expert reports and depositions.

3. Jury Research: The results of which may affect the risk assessment and require the formulation of new goals.

a) Opinion surveys.

b) Focus Groups.

c) Shadow Juries.


Page 1

Waste Management Preferred Vendor List

Vendor Name

Direct Billing to

WM - Legal Tracker

Vendor Contact Contact Number

Website & Email

MBrace Technology Partners Copying & Scanning Services Only (not for eDiscovery Services)

Yes Jay Lagrone National Account Manager

832-250-5793

mbracetechnology.com

[email protected]

*Esquire Court Reporting Services (see attached)

Yes Jodi Elliott National Account Manager

214-257-1442 esquiresolutions.com

[email protected]

*Veritext Court Reporting Services (see attached)

Yes Christopher Eckert National Account Executive

404-998-2804 veritext.com

[email protected]

eDiscovery Vendors

Firms should not engage eDiscovery vendors directly. All eDiscovery processing and/or hosting requests should be directed to Waste Managements Manager of Discovery Services LaTonya Warner, [email protected] or 713-265-1524. All eDiscovery costs will be incurred by Waste Management.

* A court reporter vendor may not be used in non-contracting states - Arizona, Arkansas, Connecticut, Delaware, Georgia, Hawaii, Indiana, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Montana, Nevada, New Hampshire, New Mexico, North Carolina, Ohio, Oklahoma, South Dakota, Tennessee, Utah, West Virginia and Wisconsin - unless permitted in the jurisdiction on a case-by-case basis negotiated rate.

http://www.mbracetechnology.com/mailto:[email protected]:[email protected]:[email protected]


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