Overview
Our clients range from Fortune 500 companies and middle market public and private companies to start-ups and emerging businesses. We pride ourselves on building a collaborative relationship in order to craft creative solutions for immediate problems and designing and executing plans to achieve long-term strategic goals. Our corporate practice spans a wide range of industries, including insurance and financial services, energy, entertainment and media, chemical and mining, electronics, technology and biotechnology, manufacturing and distribution, maritime, shipping and transportation, real estate, health care and education. Many of our attorneys have direct work experience or involvement in the industries in which they focus, drawing upon the skills of our colleagues in the tax, ERISA, intellectual property, labor & employment, environmental and litigation practice areas.
Corporate scandals earlier this decade have reshaped the regulatory landscape. Locke Lord helps our clients stay ahead of the curve as they review and update their corporate governance practices.
From the Sarbanes-Oxley Act of 2002 to new standards at the NYSE and NASDAQ designed to foster better corporate governance practices, the rules have changed and the regulatory environment is more complex than ever. The SEC has developed additional regulations to enhance and accelerate reporting and disclosure requirements. In this legal environment, Locke Lord has the mechanisms in place to help clients review and update their practices and policies.
Among Locke Lord’s responses to these new challenges is the use of a comprehensive corporate governance audit. Informed by peer to peer review and best practices guidelines, our corporate attorneys help clients meet and exceed these ever-rising governance standards.
Our comprehensive corporate governance audit analyzes clients’ existing policies and procedures and develops and implements improvements necessary to comply with the Sarbanes-Oxley Act, the related rules and regulations of the SEC and the listing standards proposed by NYSE and NASDAQ. A corporate governance audit addresses many issues, including the following:
- Independence of board members
- Board of Directors – general duties and responsibilities
- Audit Committee responsibilities, policies and practices
- Compensation Committee responsibilities, policies and practices
- Nominating/Governance Committee responsibilities, policies and practices
- Practices to support officer certifications
- Disclosure obligations
- Insider trading policies and Section 16 compliance
- Whistleblower policies
- Codes of conduct and compliance policies
Locke Lord has conducted corporate governance audits for numerous clients representing a broad spectrum of industries and ranging in size from Fortune 100 companies to national market firms. Our experience and in-depth understanding of the current legal and regulatory environment allows us to regularly update our advice to address newly enacted rules and regulations. Our audit program is designed to be flexible, and it is customized to address the unique needs of each client.
The Locke Lord Corporate Governance Task Force is a multidisciplinary team of attorneys assisting clients in addressing the historic changes in the regulation of public companies. Our mission is to provide timely and effective advice to clients in complying with evolving corporate governance standards, including evaluating, developing and implementing improvements in corporate governance practices.
We have extensive experience representing boards of directors, special committees, audit committees and individual board members in addressing corporate governance issues. This representation often involves potential conflict of interest transactions, potential accounting irregularities or investigations into potential misconduct by management.
Locke Lord’s understanding of corporate governance issues combined with comprehensive securities litigation experience enable us to provide timely advice on how best to conduct investigations and respond to difficult or crisis situations. The Locke Lord Corporate Governance Task Force can provide a valuable service to boards of directors, committees and individual directors addressing these matters.
Since the new and evolving laws and regulations affect such a broad range of issues, we use a multidisciplinary approach to incorporate all of our firm’s experience and skills, often working in partnership with our attorneys in the corporate, litigation, ERISA and employee benefits and tax practice areas.
Non-Profit Organizations
Locke Lord provides a full range of services for non-profit organizations, with a strong focus on governance issues. We have a long tradition of serving non-profit entities, including universities, seminaries, hospitals, and other health care and social service organizations, cultural institutions, religious entities, private foundations, trade associations and professional societies. We represent a variety of other organizations in the world of non-profits, from the banks that provide financing and the foundations that provide financial support, to the insurance companies that structure unique programs for charities.
These clients are advised on a wide range of governance issues. There has been significant spillover from SOX to the nonprofit world, as well as focus and regulation by the IRS and state attorneys general on governance, management issues and best practices. Our nonprofit governance advice has included issues involving:
- Excess benefits
- Private inurement
- Executive compensation
- Whistleblower policies
- Record retention policies
- Conflict of interest policies
- Codes of ethics policies
- Board and committee structure and charters
- Joint ventures
- Term limits
- Solicitation laws
Lenders and non-profit organizations that want to tap capital markets through tax-exempt bonds or taxable securities come to us for our creative and cost efficient solutions. Lenders can provide letters of credit that provide credit enhancement and lower costs to non-profit borrowers.
Locke Lord attorneys are nationally recognized on issues of director and officer liability and frequently counsel non-profit clients on coverage and liability issues for directors, trustees and officers of non-profits regarding their duties and liabilities under state and federal law. We also advise on issues related to indemnification under corporate bylaws and coverage under directors’ and officers’ insurance policies.
We represent publicly supported religious, charitable and educational organizations and advise on issues such as qualifying for exempt status, unrelated taxable business income, intermediate sanctions rules, lobbying and political campaign activities and formation of taxable subsidiaries. Our attorneys are familiar with tax issues associated with the use of Web sites to raise funds and establish links with corporate sponsors. We handle issues arising under state corporation laws and provide counsel on compliance with charitable trust and solicitation laws. We have obtained many favorable private letter rulings and determination letters for our exempt organization clients from both the IRS National Office and its district offices on a variety of subjects.
We have served for many years as the principal legal advisor to one of the largest private foundations in the Midwest, with assets of more than $1 billion, and have assisted many other small and medium-sized foundations. As a result, we are well-versed in special tax rules that apply to private foundations.
We also represent trade associations and professional societies in the insurance, health care and manufacturing industries. These clients are advised on a wide range of tax-related issues, including obtaining and maintaining tax exemption, unrelated business taxable income, lobbying and the proxy tax and the formation of taxable subsidiaries, antitrust, intellectual property and mergers.