Mark C. Morril, Esq.
413 West 53rd Street
New York, NY 10019
Daily Rate $15,000
Current MorrilADR LLC – Independent Arbitrator and Mediator
Practice 2
Cases 14
Languages English
MorrilADR LLC – Independent Arbitrator and Mediator
MorrilADR, 2012 – Present; Senior Vice President/Deputy General Counsel, Viacom Inc., 1999 – 2012; Senior Vice President/General Counsel Simon & Schuster Inc. (a Viacom Company), 1989 – 1999; Litigation Partner, Kay Collyer & Boose (merged into Davis Wright Tremaine subsequent to tenure), 1985 – 1989; Associate, Paul Weiss Rifkind Wharton & Garrison; Partner, Greenbaum Wolff & Ernst and Hale Russell & Gray; Staff Attorney, Legal Action Center of the City of New York; Law Clerk to Honorable Jack B. Weinstein, United States District Court Eastern District of New York.
Has experience in complex commercial matters and large cases. Full-time mediator and arbitrator since 2012 with over 25 years of prior experience as an advocate, general counsel, corporate counsel and business representative in mediations. Experience includes claims exceeding $300 million and relating to multi-billion dollar transactions, as well as claims in the $1-15 million range. Worked as a mediator in the private sector and as a Special Master in the New York State Supreme Court, Appellate Division, First Department and the New York State Supreme Court, New York County Commercial Division.

Matters handled as mediator included disputes involving an international distribution agreement for consumer goods with claims exceeding $10 million and complex injunctive relief, international trademark licenses involving a consumer brand with multi-million dollar revenues in North America, large commercial real estate ventures and commercial leases, claims and counterclaims of fraud, misrepresentation, breach of fiduciary obligations and accounting issues in closely-held corporations, insurance underwriting, insurance fraud with claimed damages exceeding $15 million, commercial contracts and joint ventures. As corporate counsel worked on multiple mediations as counsel and/or business representative in disputes relating to insurance coverage with various claims exceeding $300 million, shareholder derivative claims, accounting, merger and acquisition post-closing adjustments and earn-outs in multi-billion dollar transactions, intellectual property, labor and employment (including employee benefits and discrimination claims) and executive employment, defamation, antitrust claims, class actions, accounting and royalties disputes, including residual payments in television and motion picture production agreements and complex commercial contracts.

Expertise and experience includes complex commercial matters and large cases, corporate transactions, corporate governance and internal investigations, joint ventures, mergers and acquisitions, licensing, intellectual property licensing and infringement (including patents, trademarks and copyrights), insurance and risk management (including general liability, directors and officers, errors and omissions, business interruption and cyber liability coverage’s), toxic torts and mass torts, environmental, media and entertainment law (including television, motion pictures, book publishing, music rights and music publishing), labor and employment (including discrimination based on age, race, sex and sexual orientation) and executive employment, international law, Internet and online law, distribution of video content through cable television, telecommunications and Internet channels, antitrust and competition law, securities law, shareholder derivative actions, First Amendment, libel and defamation, trade secrets, unfair competition (including claims under the California Unfair Business Practices Act BPC §17200 and the Massachusetts Consumer Protection Act, MGL §93A), false advertising, partnerships, domain names, fraud and misrepresentation, real estate, privacy, regulatory matters including FTC, FCC and European Union competition law and data transfer issues. As advocate, general counsel and corporate counsel represented both claimant and defendant positions in different matters.
Interpretation of complex commercial contracts, trademark licenses and distribution agreements.

Wrongful termination of international distribution agreement.

Insurance fraud involving misrepresentation of the nature of the insured’s business at the underwriting stage.

Equitable subrogation on insurance policies.

Insurance “piggy-backing” or diversion claims.

Insurance coverage.

Fraud and misrepresentation.

Scope of trademark licenses.

Breach of commercial lease, calculation of damages, mitigation of damages.

Calculation of damages on breach of unexpired commercial lease.

Guarantor liability.

Statute of limitations, including when party has sufficient knowledge of facts from which fraud could reasonably be inferred under New York’s “discovery rule”.

Enforceability of oral promise to forebear from collection of promissory note.

Admissibility of parole evidence to vary terms of written contract.

Breach of contract relating to exclusive distribution agreement.

Breach of implied covenant of good faith and fair dealing and related damages issues including lost profits, expenses, attorneys’ fees and interest.

Scope of fiduciary obligations and duty to account.

Forum non conveniens standard.
During 23 years as General Counsel of Simon & Schuster and Deputy General Counsel of Viacom, extensive experience as advocate in mediations, frequently without the use of outside counsel. Also appeared in a business capacity as the company’s party representative in numerous mediations. As the senior disputes resolution lawyer at Viacom had charge of the company’s global litigation and alternative dispute resolution docket for 13 years. Subject areas of Simon & Schuster and Viacom mediations included:

Complex contract and commercial matters.

Shareholder derivative claims.

Employment matters including executive employment and executive compensation, benefits claims, and employment discrimination claims.

Music performance rights under the ASCAP and BMI consent decrees.

Intellectual property including: copyright licensing and infringement, including Internet piracy; patent licensing and infringement; and, trademark licensing and infringement.

Antitrust and competition issues, including antitrust conspiracy claims and tying claims.

Most favored nations clauses in distribution agreement.

Insurance coverage disputes, including in relation to general liability, errors and omissions and directors and officers coverage.

Environmental disputes.

Obligations under indemnification agreement.

Post-closing adjustments, earn-outs and accounting issues in merger and acquisition and divestiture agreements.

Accounting and royalty disputes, including residuals in television and motion picture production agreements.

Defamation.

Software licensing disputes.

Class actions.

Unfair competition and unfair business practices, including claims under the California Unfair Business Practices Act, BPC §17200 and the Massachusetts Consumer Protection Act, MGL §93A.

Attorneys’ fees.

False advertising.
I believe that mediation is a highly effective process to resolve disputes, even where the parties initially are reluctant to participate or a court has ordered them to mediate. An effective mediator must be well-versed in the parties' dispute, imaginative, persistent and efficient in pursuit of a complete resolution of the controversy. The mediator’s core role is to facilitate productive communication between (or among) the parties towards a resolution. It follows that unless explicitly invited to proffer his or her own views, the mediator should focus primarily on assisting the parties to assess the risks and merits of their positions and on facilitating the parties’ discussion. A mediator may go further in assessing the merits of the dispute and risks of litigation in private caucus sessions.

Frequently it is most productive to help the parties find common ground initially on some of the easier issues in the dispute and build towards resolution of the larger issues and ultimately the entire controversy. Where feasible, the mediator should help the parties consider solutions that involve benefits outside the strict confines of the dispute, such as facilitating insurance or indemnity coverage or the possibility of future business relationships that can confer value on both parties and possibly incorporate a resolution of the current dispute.

While the mediator should be respectful of the parties' views on whether the process has a prospect of success, a mediator should be persistent in trying to find a solution and imaginative in suggesting potential solutions that may not be immediately apparent to the parties. So long as the parties are willing to continue the process, the mediator should be readily available to facilitate their needs. The same holds true where the process previously has failed or has been suspended and the parties are willing to resume discussions.

As a general principle, the mediator should be cautious about expressing views on the merits of the dispute or on individual issues involved in the matter, but the mediator should be willing to take on an evaluative role when invited to do so or when it appears helpful to enable the parties to assess the risks and opportunities involved in the case and to make appropriate risk-based decisions. When invited by all parties, the mediator also may advance a proposed resolution of the matter. The parties may use the mediator’s proposal as the basis for further discussions or as a final proposal each is free to accept, reject or adapt as the basis to resolve the dispute.

Finally, efficiency is an important value in mediation, as it is in arbitration. While most mediations are designed to be short processes and are inherently efficient, part of the mediator’s role is to ensure that the process is as streamlined and efficient as possible, while sufficient to ensure that the relevant issues are exposed, analyzed and negotiated to reach a full resolution of the controversy.
Matthew Kline, mkline@omm.com, 310-246-6840;
Randy Mastro, rmastro@gibsondunn.com, 2121-351-3825;
Andrew Baum, abaum@glaserweil.com, 310-282-6298;
James Fogelman jfogelman@gibsondunn.com, 213-229-7234.
AAA/ICDR/AAA Mediation.org Panel Conference, 2019; Arbitrator Performance and Demeanor ~ Meeting Participant Expectations, 2018; AAA-ICDR/ICC/ICSID 34th Annual Joint Colloquium on International Arbitration, 2017; AAA ADR and Emerging Technologies: The Future Has Arrived, 2017; AAA/ICDR/Mediation.org Panel Conference, 2016; ICDR Miami International Arbitration Conference: The Past the Present and the Future, 2016; Faculty, ICDR Miami International Arbitration Conference A Corporate Counsel Series: International Dispute Resolution in the Americas 2015; AAA The 31st Annual Joint Colloquium, NY, 2014; New York State Bar Association, Dispute Resolution Section Annual Meeting, 2014; IBA Arbitration Day, 2014; ICDR International Symposia in Advanced Case Management Issues, 2013; 11th Annual ICDR Miami International Arbitration Conference, 2013; AAA Arbitration Awards: Safeguarding, Deciding & Writing Awards, 2013; AAA Essential Mediation Skills, 2013; Harvard Program on Negotiation: Course in Mediating Disputes, 2013; Institute for Transnational Arbitration, 25th Annual Workshop, 2013; IBA Arbitration Day, 2013; Institute for Transnational Arbitration, Annual Americas Workshop, 2013; AAA Arbitration Fundamentals and Best Practices for New AAA Arbitrators, 2012; New York State Bar Dispute Resolution Section, Commercial Arbitration Training, 2012; Global Arbitration Review Live Americas, 2012; ABA Section of Dispute Resolution, 2012; Practicing Law Institute, International Arbitration, 2012; Institute for Transnational Arbitration, 24th Annual Workshop, 2012.
Admitted to the Bar: New York, 1985; U.S. District Court: Southern and Eastern Districts of New York; U.S. Court of Appeals, Second Circuit; U.S. Supreme Court.
Association of the Bar of the City of New York;
Current: Chair, Council on the Profession
Prior: Vice President; Executive Committee, Chair; Executive Committee Liaison to Committees on Arbitration, ADR and International Commercial Disputes; Chair, Task Force on New Lawyers in a Changing Profession; Chair, Committee on Professional and Judicial Ethics.

Chief Litigation Counsel Association (past Chair); Corporate Counsel International Arbitration Group; Institute for Transnational Arbitration (Advisory Board); American Bar Association (Dispute Resolution, Intellectual Property Law and Litigation Sections; Fellow); New York State Bar Association (Dispute Resolution Section); Federal Bar Council.
Columbia Law School (JD, James Kent Scholar-1972); Tufts University (BA, magna cum laude-1969).
ADR SPEAKING ENGAGEMENTS:
Atlanta International Arbitration Center - Mediating International Commercial and Investment Disputes (October 2016)

Fordham International Arbitration Conference - Arbitration Goes Digital (October 2016)

Debevoise, New York International Arbitration Center and Chartered Institute of Arbitrators (CIArb) - Red Flag Alert: Data Security in Arbitration (May 2016)

Center for Prevention and Resolution of Disputes (CPR) - Addressing the Reasons Parties and Counsel Avoid Using Dispute Resolution (February 2016)

ICC and United States Council for International Business (USCIB) - Cost Decisions: An Effective Case Management Tool for Parties and Tribunals (January 2016)

ICC - Effective Dispute Management for Better Business (corporate counsel panel) (Paris, November 2015)

ABA Arbitration Webinar Series - The Award, Remedies and Post Award Process (Moderator, November 2015)

31st Annual Joint Colloquium of the AAA/ICDR, ICC and ICSID - The Corporate World and International Dispute Resolution (Moderator, November 2014)

ICC and University of Florence - International Commercial Arbitration Summer Seminar (program faculty, July 2014)

Annual Americas Workshop of the Institute for Transnational Arbitration, Brazilian Arbitration Committee and the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce - Practice and Strategy in the Final Stages of Arbitration (September 2013)

ABA Section of Dispute Resolution - Panel on Myth Busting: Arbitration Perceptions, Realities and Ramifications (April 2012)

ABA Annual Meeting - Myth Busting Panel (August 2012)

Institute for Transnational Arbitration (ITA) - Panel on Corporate Counsel and Arbitrator Perspectives (moderator, June 2012)

Invitational Discussion Forum (co-moderator)

LITIGATION AND CASE MANAGEMENT RELATED SPEAKING ENGAGEMENTS:
New York County Lawyers Association: Panel on The Client's Perspective of Business Litigation (May 2012)

New York State Bar Association Corporate Counsel Institute: Panel on Litigation Management (October 2011)

Sandpiper Partners Leading Law Departments Summit: Panel on Techniques for Saving Money, Improving Efficiency and Adding Value (February 2011)

New York State Bar Association Commercial and Federal Litigation Section Annual Meeting: Panel on How Inside and Outside Litigation Counsel Can Add Value and Reduce Costs for Corporate Clients (January 2011)

Sandpiper Partners Leading Law Firms Conference - Panel on Resetting the Agenda with Corporate Clients (October 2011)

Panel on Making The Short List in 2011 and Staying on It (November 2010)

AmLaw Litigation Summit: Panel on Data Driven Triage for Painful Lawsuits: Insights for Corporate Legal Departments on Risk, Predictability and Cost Control (October 2010)

New York State Commercial Division Judges: In-House Counsel Panel (June 2010)

Conference of Chief Judges - Mid-Atlantic Conference on Business Courts: Panel on Qualifications and Training Business Court Judges (Delaware, October 2008)

PUBLICATIONS:
Legal Background Paper: Party Autonomy Reigns Supreme: Arbitration and Class Actions in the High Courts October 2012 Term (Washington Legal Foundation 2013)

Developing Legal Careers and Delivering Justice in the 21st Century - Report of the Task Force on New Lawyers in a Changing Profession (NYC Bar 2013)
$15,000 Per Day
English
United States of America
New York, NY

The AAA provides mediators to parties on cases administered by the AAA under AAA mediation procedures. Mediations that proceed without AAA administration are not considered AAA mediations, even where parties select a mediator who is a member of an AAA mediation roster.