Legal Audits Practice Area
Legal Audits for Companies
You might think an audit is only for worried companies. In fact, well-run, successful companies use audits to improve performance and assure compliance with the many local, state, federal, and international laws and regulations.
Non-compliance with laws can cause sudden, significant losses. By uncovering problems earlier, you can save legal and other expenses – and you, your board, and your shareholders will rest easier.
The goal of an audit is to eliminate legal violations and improve a company’s practices in chosen areas, such as procurement or intellectual property. The audit must be cost-efficient, thorough, and solution-focused.
We start by properly defining the problem and creating an audit plan. We will work with you and your management, inside counsel, outside counsel, and other advisers to begin the process.
We then conduct our investigation in a method best suited for your company. This can include questionnaires, document review, and interviews. Our analysis will review your compliance and practices from top to bottom. We will uncover your problems and report them to you in an actionable way.
A successful audit will generate solutions that improve your business, in addition to searching for non-compliance. The audit will generate best practices recommendations which will allow you to seize opportunity and to prevent liability.
It is critical that experienced executives and managers be on the audit team. With this background, they can more easily work with your company. An experienced business manager knows how companies work and realizes each company has its own unique, useful methods.
We perform audits in many different areas. Most clients choose a single area key to their company’s operation to ensure this key area is in compliance with the law. Then, you can be assured you will be (1) avoiding unpredicted losses, and (2) taking advantage of all laws.
We will help your company focus on its bottom line and important business goals. Not only can future legal problems and costs be eliminated, but audits can also reveal unknown business opportunities such as capital allocation, areas for expansion, and even tax-friendly business structures.
The goal of an audit is to change things for the better and we can help you.
This is a brief summary of various CorpLaw Audit options. If an audit in any area is desired, CorpLaw Associates would create the optimal scope of the audit depending on your unique business goals. We will also create a definitive Audit Plan with specific deliverables and deadlines. Training programs are also available for the below subject matters.
Contract Compliance Legal Audit
Review your form customer and vendor documents and customized documents. Evaluate the adequacy of the documents to protect your legal interests. Assess the validity and usefulness of limitation of liability, no consequential damages, IP ownership, arbitration/mediation clauses, no-suit, and other clauses; advise on new clauses in light of company needs and the law. Analyze how the company handles contract non-compliance. Check loan and debt compliance covenants. Review bidding systems and contract compliance systems.
Human Resources Legal Audit
Review company methods to classify employees and independent contractors. Examine employment policies regarding federal and state discrimination on the basis of race, religion, national origin, age, sex, sexual orientation, pregnancy, and disability. Review hiring and firing policies. Assess hiring and firing documents including employment applications. Evaluate employee handbooks. Review federal citizenship requirements. Determine if key employees are signing enforceable non-competition agreements.
Intellectual Property Legal Audit
Review your intellectual property (“IP”) assets- patents, copyrights, trademarks, trade secrets (e.g., customer lists), and proprietary information to determine if your IP is optimally supporting your goals. Ensure that you have adequate legal title to your IP. Review the company’s processes to create, capture, use, and protect IP. Address offensive and defensive considerations. Create guidelines and systems to create, capture, use, and protect IP. Review infringement monitoring and reporting practices. Determine if key employees sign enforceable non-competition agreements. Assess if your contractors pass title to their inventions and work product to the company.
Internet Issues Legal Audit
Review the ownership of your web assets including copyright, graphics, and domain names. Check whether the company infringes other company’s rights. Check Web Development and Service Level Agreements to ensure you are getting the best support and protection. Do you properly document the receipt of employment applications and customer information collected on your web site? This information is subject to state and federal privacy protections. Do you have consents for website links?
Corporate Structure Legal Audit
Check that you are holding shareholders’ and directors’ meetings and prepare minutes. Is the company complying with these minutes? Review that officers are acting in accordance with their authority. Examine whether documents are being properly retained. Review Buy-Sell Agreements. Evaluate whether the contingencies in the Buy-Sell Agreement are still appropriate due to changes in circumstances. Assess if all stock has been properly issued. Review ownership documentation for subsidiaries.
Litigation Legal Audit
Does the company obtain 90-day Early Case Evaluations? Does the company use Litigation Plans? Analyze how you hire, pay and manage outside counsel. Review litigation information systems to see how litigation information is communicated to and acted upon by senior management. Assess choice of jurisdictions. Review cost, efficiency and quality of counsel. Determine if company is making adequate use of early settlement options, ADR (Alternative Dispute Resolution), and state-of-the-art settlement analysis approaches such as decision tree analysis.
Other miscellaneous areas include Software Audits, Environmental Audits and IT Audits.
Article. For an article on how Legal Audits can improve legal processes and legal compliance, download Benefits of a Legal Audit article.pdf
Managed a worldwide environmental audit of manufacturing facilities. Responsible for developing audit review criteria and process. Participated in facilities inspection and follow-up remedial processes. Process identified long-term benefits and risk minimization opportunities.
Review US Claims and Litigation Management Practices. The US based CEO of one of the world’s largest insurance and reinsurance companies hired us to review the overall methods by which its California based claims function selected, managed and used outside legal services, including the management and conduct of litigation. Following an extensive review of corporate and Claims Department policies and procedures, CorpLaw interviewed members of the Claims Department and defense counsel. Prior to those meetings, we became familiar with the risks insured and the types of claims those risks generated, as well as new lines of business into which the Company was considering expanding.
The importance of the use and management of outside counsel is magnified in the case of this client because it insures some of the largest commercial property risks in the world. The expertise of coverage and defense counsel can be vital to the profitability of the company. The expeditious determination that no coverage exists for a particular risk could, and has, saved the company hundreds of millions of dollars. Similarly, when litigation has been instituted, the importance of trial counsel is self-evident.
CorpLaw met the schedule and budget targets established by the company. Within 90 days of our retention, we presented a detailed report to the CEO with specific, focused recommendations. The recommendations we provided were designed to lower costs, improve litigation results and enhance and increase the information upon which management decisions were based. Those recommendations are currently being implemented.
Audit Services Testimonials
“Charlie is the highest value-to-cost attorney we have on the outside [of our Law Department].”
– Joe R., General Counsel, VP and Sec’y, Global Telecommunications Co.
“Charlie Brown is an invaluable resource to my firm. He has helped me identify key areas of intellectual property protection that my previous large downtown firm had not addressed. He spent real time with me, walking through the key issues and clearly explaining my options. Through his plain-speaking, highly personalized approach, I understood the impact each option would have on my business and my budget. This was an outstanding experience! My intellectual property is vital to my firm. Through Charlie, after many years, I’m getting the quality advice I need and the personal attention I prefer.”
– Andrew McC., President, Financial Services Firm
“Our 85-year trademark expired [inadvertently]…I believed this event to be a disaster with major consequences, but your counsel suggested that in the end we would be in a stronger position with a ‘new’ trademark filing.
Your advice…was excellent. There were many obstacles during the process, but we overcame them and achieved the best possible registrations for our business today and in the future.
On a personal note, your integrity, judgment, and advice were extremely valuable to me. I would recommend your services without reservation.”
– Tom S., Publisher and Editor, Online Equipment Marketplace Company
“Retaining CorpLaw Associates to handle our corporate legal matters proved to be a wise decision. CorpLaw, led by Charlie Brown, assessed our situation, investigated applicable laws and formulated a strategy. The complicated laws and strategy were effectively communicated to us so that we understood our options and potential outcomes. CorpLaw designed a strategy that protected us in a worse-case scenario, which eventually occurred. Ultimately, we had to exercise our rights and the CorpLaw strategy produced a full judgment in our favor.”
– Scott B., Chief Operating Officer, Merchant Services Firm
“Inevitably, if it isn’t documented in the contract, it is going to be a problem later on in the implementation or maintenance of the software. My advice – get it writing. Get it all in writing up front. Your lawyer will be much less expensive to you in the framing of the agreement than litigating your differences with a vendor later.”
– Dave F., a Fortune 1000 CEO