Sheppard Mullin

Sheppard Mullin has provided a full range of legal services to family owned and other closely held businesses for over 80 years, representing companies from all industries. Family owned and closely held businesses have long been an important part of our practice, and over the years we have developed the experience and expertise necessary to help these businesses align and balance the sometimes competing objectives of effective corporate governance, financial success, family harmony and personal development. More recently, the firm has commenced the representation of family offices which have evolved from family business clients which have achieved significant liquidity as well as via referrals as our expertise has become recognized.

We believe that it is critical to understand and address the full range of needs and goals of the family owned and closely held businesses we represent. Our attorneys work with family members and management to meet those needs and achieve those goals, both by providing legal services and assisting our clients in locating and engaging other advisors who can contribute to the success of the business. Many of the legal services we offer, including critically important tax and estate planning services, are specially tailored to meet the needs of family owned and other closely held businesses. As a result, our attorneys serve in the role of an experienced, trusted advisor to our family owned and closely held business clients, guiding them through the often complex and unique challenges that they confront.

Our practice runs the spectrum of legal disciplines, including advice pertaining to corporate and business matters, real estate, intellectual property, employment law, employee benefits, taxation and estate and succession planning. Our legal services are designed to assist our clients in the following areas:

Strategic Counseling

• Developing a "shared vision" for the enterprise
• Defining roles and boundaries between the enterprise and family
• Developing plans for family and closely held business governance, operation, ownership, succession, disposition and stewardship of wealth

Governance

• Creating and maintaining family offices
• Facilitating family and closely held business meetings
• Discharging legal duties of directors
• Dealing with interested party transactions
• Developing family codes of conduct and family legacy structuring

Ownership and Structure

• Choice of tax advantaged entity and structure
• Adjusting equity ownership and voting power
• Estate planning and tax reduction
• Valuation techniques
• Use of family limited partnerships and LLCs
• "Freeze" techniques and gifting programs
• Buy/sell planning, funding and agreements

Operations

• Capitalization and financing, including bank, private equity and other financings
• Dealing with key employees
• Tax advantaged compensation, perks and benefits
• Incentive pay and plans for outside management and working family members
• Retirement planning, insurance funding and disability benefits
• Intellectual property acquisition, protection and licensing
• Facilities acquisition and disposition with minimal tax consequences
• Reducing federal, state and local and foreign income, sales, property and other taxes
• Formation and operation of captive insurance companies

Liquidity Events, Succession Planning and Dispositions

• Mergers, acquisitions and business sales – taxable and tax free deferred
• Leveraged and other recapitalizations
• Non-recourse debt financings
• IPOs
• Reducing and deferring tax on sale
• Use of ESOPs
• Family succession
• Minority and majority infusions of capital

Stewardship of Wealth

• Tax wise reinvestment of disposition proceeds
• Charitable giving
• Private foundations
• Family trusts—simple inter vivos trusts, life insurance trusts and generation skipping, dynasty and other exotic domestic and international trusts
• Asset preservation

In the course of our practice we encounter numerous professionals who have expertise the family owned and closely held businesses may require. We assist our clients in locating and engaging other advisors, including:

• Family business consultants
• Accountants
• Valuation experts
• Bankers
• Investment bankers
• Insurance advisors
• Financial planners
• Investment advisors and money managers

We work closely with these advisors to ensure that our clients receive the comprehensive advice and assistance they need to succeed.

Recognizing the special needs of family owned and closely held businesses, Sheppard Mullin provides the following special services:

• Initial assessment of legal needs (on a special fee basis)
• Periodic legal audits (e.g., corporate compliance, intellectual property protection, compliance with employment laws, etc.)
• Attendance at annual board meetings (without charge for legal fees)
• Annual corporate legal maintenance (on a special fee basis)

"As Sheppard Mullin continues to grow, it is important that we not lose sight of the need to recruit women, attorneys of color and others of diverse backgrounds."
-Guy Halgren, Chairman of the Executive Committee

At Sheppard Mullin, we make every effort to recruit the finest lawyers and nurture their talents. The firm recognizes the importance of diversity and the need to create a workplace of inclusion. We need ¿ and our clients demand ¿ a team of attorneys that is as diverse as our increasingly global client base. Achieving and maintaining diversity is key to great client service ¿ a core value of our firm. What distinguishes good intentions from results is a commitment by senior management to find the best attorneys possible coupled with the sincere belief that people with diverse backgrounds bring valuable attributes to the firm. At Sheppard Mullin, the Executive Committee, Diversity Committee, and the lawyers in each of our offices work hard to ensure that all attorneys who join our firm fit in seamlessly and are encouraged to succeed.

Members of our Diversity Committee include ethnically diverse attorneys and a representative from the firm's Executive Committee. Diversity Committee members have served on the Boards of the Anti-Defamation League, the Black Women Lawyers Foundation (Los Angeles), and the Charles Houston Bar Association (northern California). Women and minority attorneys participate on key committees of the Firm (Executive Committee; Compensation Committee; Diversity Committee; Recruiting Committee; Professional Personnel Committee; Associate Issues Committee). Four of the Firm's nine Office Administrative Partners are women, one of whom is African-American and another is multi-racial.

"Serving on the firm's Diversity Committee is one of the most important things I do. I firmly believe that we must be vigilant in our efforts to recruit talented women attorneys and attorneys of color. Our success in this area has a positive effect our firm's culture, practice and client relationships."
-Joan Story, Member Executive Committee and Diversity Committee

Below is a description of just some of our outreach efforts.

• The firm participates in and financially supports the California Minority Counsel Program and the ABA Minority Counsel Program, as well as several minority bar associations. These groups are dedicated to increasing access for and promoting and retaining minorities in the legal profession.
• The firm actively recruits law students of color, e.g., we participated in the National Black Law Students Association (NBLSA) of the Western Region job fair held at UCLA School of Law.
• Sheppard Mullin contributes to the Minority Corporate Counsel Association; California Women Lawyers; Queen's Bench; Black Women Lawyers Association of Los Angeles; and the National Black Law Students Association, among others.
• We actively participate with other major Los Angeles law firms in the Diversity Directors Roundtable, a group that is committed to promoting diversity in the legal profession and in our firms.
• The firm received the Law Firm Award from the Black Women Lawyers Association of Los Angeles Foundation for its strong commitment to the promotion of community and pro bono activities.
• Multicultural Law magazine named Sheppard, Mullin, Richter & Hampton LLP as one of "The 2011 Top 100 Law Firms for Diversity."
• Sheppard Mullin helped underwrite the production of a motion picture project entitled "Soul of Justice: The Life and Times of Thelton Henderson." The film chronicles the life of respected African-American jurist Thelton Henderson, a crusading civil rights litigator and role model.
• The firm signed the Bar Association of San Francisco's "No Glass Ceiling Initiative," BASF's "Minority Goals and Timetables," the New York County Lawyers' Association Diversity Statement, and the Los Angeles County Bar Association's Diversity Statement.

Much of our pro bono work relates to the diversity of the communities in which we practice; sample clients include:

• Constitutional Rights Foundation
• Domestic Violence Project, Los Angeles Bar Association
• Lawyers Committee for Civil Rights
• Task Force for the Women's Resource Fair, City of San Diego
• Tolerance Through Education Program, Beverly Hills Barristers Associations
• Violence Against Women Act Program, Legal Aid Foundation of Los Angeles

Awareness of diversity enables us to understand the value of differences. At Sheppard Mullin, we are committed to hiring top tier attorneys, without regard to race, ethnicity, gender or sexual orientation.