Practice Areas & Industries: Baker & Hostetler LLP

Practice/Industry Group Overview

Baker Hostetler has counseled clients for decades on corporate governance issues, with special recent emphasis on the corporate responsibility and public disclosure requirements of the Sarbanes-Oxley Act. Our lawyers understand the evolving requirements and actions necessary to maintain or achieve compliance with fiduciary duty obligations and Securities and Exchange Commission and stock exchange regulations. We also assist with the governance implications of business entity formation and structure.

We help both private and public companies establish governance policies and compliance programs, and conduct confidential investigations related to noncompliance concerns. Our team is experienced with handling the ever-evolving SEC reporting requirements. Baker Hostetler lawyers extensively advise officers, executives, directors, boards and special committees on fiduciary responsibilities (particularly regarding securities transactions) and on indemnification and liability issues.

Leadership in Action

Corporate Governance: Advising an audit committee on accounting irregularities

Client: The audit committee of a NASDAQ-quoted company

Type of Matter: Corporate governance concern

Our Client's Challenge: The audit committee that came to Baker Hostetler for guidance believed that accounting fraud may have been committed in one of its foreign subsidiaries.

The Goal: Help our clients exercise their fiduciary responsibilities to ensure that the company's internal controls and internal and external reporting were consistent with applicable regulatory requirements and in the best interests of the shareholders.

Our Strategy: Our lawyers worked closely with a team of forensic accountants in reviewing relevant documentation and conducting extensive interviews to identify the source and scope of the problem.

Results: We delivered findings and recommendations to the company's audit committee that enabled it to identify the source of the fraudulent accounting entries, effect corrective disclosure, avoid regulatory penalties, and implement steps to avoid similar problems in the future.

Services Available

Governance/Compliance Experience

• Have advised both special committees of sellers and purchasers in going-private transactions with significant conflict of interest implications.
• Advised a major regional hospital system, on a major restructuring, shifting from a joint operating agreement structure to a more corporate structure that will provide more effective governance and decision-making, with enhanced ability to rationalize services and better non-profit compliance.
• Helped Phillips Edison, a large private owner of shopping center properties, reorganize its ownership structure as a limited partnership with clear management structure.
• Have advised Audit Committees and special board committees in internal investigations of accounting and other irregularities and on related reporting obligations.
• Enabled a closely held regional insurance broker to resolve a sensitive ownership issue with a former majority shareholder when the company moved to a holding company structure.
• Revised the pension and profit sharing plans for the employees of one of the largest construction companies in Central Ohio after reorganizing it as an S corporation.

About Baker Hostetler

Baker Hostetler lawyers help clients establish, maintain and protect market-leading positions across the United States and around the world. We offer clients the strength of 600+ lawyers in a full range of practices, a unique geographic platform including both the coasts and the center of the country, a deep knowledge of industry issues and a 90-year track record of excellence and achievement.

For more information about our Corporate Governance practice:

National Contact

Robert A. Weible
216.861.7553
rweible@bakerlaw.com

Cincinnati

Cleveland

Columbus

Costa Mesa

Denver

Houston

Los Angeles

New York

Orlando

Washington, DC

Clients:
Developers Diversified Realty Corp., Flight Options LLC, Keithley Instruments Inc., Outback Steakhouse, Inc., Phillips Edison & Co., The E.W. Scripps Company, The Health Alliance of Greater Cincinnati, The Progressive Corporation