Morrison & Foerster has substantial experience in representing audit committees, advising independent directors and special committees of boards of directors, and conducting corporate investigations for clients in a large number of diverse industries. The firm assists clients in designing and implementing codes of ethics, insider trading programs and policies, whistleblower protections, disclosure policies and audit committee policies required by the Sarbanes Oxley Act of 2002.

The following engagements handled by lawyers with Morrison & Foerster are representative of our practice advising Board Committees and conducting internal investigations:

• ·representation of CISCO in a Special Litigation Committee investigation involving derivative shareholder claims against directors and officers regarding false financial statements and conflicts of interest arising out of acquisitions.
• ·representation of the Audit Committee of Interpool, Inc., one of the world's leading lessors of shipping containers and chassis, in an internal investigation arising from an accounting restatement.
• ·representation of the Corporate Governance Committee of a major transportation company in a review of its corporate governance structure.
• ·representation of the Audit Committee of a large semiconductor company in an internal investigation involving alleged accounting improprieties and self-dealing.
• ·representation of the Audit Committee of a major computer data storage company, regarding an investigation involving revenue recognition issues at one of the companies subsidiaries.
• ·representation of a Special Committee of Independent Directors of a large real estate investment trust in a review of a proposed transaction in which key executives had a financial interest.
• ·representation of the CEO of a medical software producer in an internal investigation.
• ·representation of a leading fiber optics company in an internal investigation.
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• representation of a leading software company involving revenue recognition, acquisitions, corporate disclosure and additional accounting issues
• ·conducted an investigation into allegations of insider trading by certain directors and those affiliated with them at a specialty retailing client.
• ·representation of a rail transportation equipment company in an investigation on behalf of the company’s Special Litigation Committee, which received a demand letter from a shareholder.  The shareholder claimed that the company’s CEO derailed an offer to purchase the company for personal reasons.  After our investigation no basis for that claim was found, and the shareholder decided not to pursue litigation.
• ·representation of a major high tech fiber optics company in an internal investigation of insider trading allegations against an officer of the company.
• ·representation of the independent directors of the John Hancock Advisers-advised mutual fund complex in discharging their fiduciary duties, including advising them on their responsibilities as members of the audit committee.
• ·representation of the independent directors of the Credit Suisse Asset Management-advised closed-end investment companies in discharging their fiduciary duties, including advising them on their responsibilities as members of the audit committee.
• ·assist a major Fortune 500 consumer product company in its international audit committee activities, including compliance audits, global best management practices, labor practices and environmental, health and safety audits.
• ·representation of the audit committee of a major telecommunications company in an investigation into issues surrounding the company it acquired/merged with.  Conducted a full, internal investigation, with the assistance of forensic auditors, and reported to the Audit Committee of the Board.
• ·representation of a U.S. public company and its U.S. subsidiary corresponding to the Japanese subsidiary in an investigation involving improper labeling of the grade and quality of plastics being used in computer monitors and other electronics equipment being shipped around the world, including the U.S.  We interviewed employees in Japan, other parts of Asia and U.S. employees seconded to Japan.  We reviewed corporate records and wrote report documenting findings and analyzing potential legal repercussions.
• ·representation of a special Committee of independent directors of a major computer manufacturer in connection with allegations made in a contested merger.  (Mel Goldman, Bruce Mann)
• representation of the Audit Committee of a publicly traded medical device maker in its investigation of a whistleblower’s allegations of financial irregularities.
• ·representation of a special committee of the board of directors of Carter Hawley Hale, one of the country’s largest retailers, to investigate and, if necessary, prosecute claims for fraudulent conveyance and the payment of illegal dividends.
• representation of the CEO of a savings and loan association in connection with an internal investigation conducted by an independent board committee.
• ·representation of a Special Litigation Committee of the Board of Directors of Bank of America in an investigation into losses and fraud within the bank’s escrow and trust operations.
• representation of an audit committee investigating the company’s CEO for alleged “tipping.”
• ·representation of a Special Litigation Committee of the Board of Everex which led to dismissal of derivative litigation.
• ·representation of a special committee of a board of directors in an investigation that arose after a shareholder sent a demand letter challenging the board’s handling of discussions about selling the company.
• ·conducted an internal investigation for the asset management unit of one of the world’s largest financial institutions.
• ·conducted an internal investigation for foreign subsidiaries of one of the world’s largest industrial corporations relating to energy plant inspections.
• ·conducted an internal investigation for an overnight freight carrier concerning billings to the U.S. Government.
• ·conducted an internal investigation for a securities broker-dealer concerning sales practices.
• ·conducted an internal investigation for the Audit Committee of a major overnight delivery company in connection with defalcation by third-party vendor of services.
• ·conducted an internal investigation of a major overnight airfreight company and defended company in Justice Department investigation concerning alleged false claims under a government contract.
• ·performed an internal investigation for the Board of Directors of a major appliance company relating to promotional programs by a foreign subsidiary.
• ·representation of a special board committee of the outside directors of large chain of movie theatres in an investigation involving alleged misuse of corporate facilities and perks by senior officer.
• ·representation of Varian Associates in Special Committee for the Continental Investigation (matter involving alleged violation of government contract regulations, and related issues) and in Special Committee for the Power Grid Investigation.
• ·on behalf of Seagram, investigated questionable payments; filed a report with the SEC.
• ·as Independent Consultant appointed by the SEC, conducted investigations of brokerage firm and reported on findings and recommendations for improved compliance.
• for a special committee of the Board of Directors of Mattel, investigated SEC charges that Mattel issued misleading financial reports.
• ·representation of a Special Litigation Committee investigation of foreign payments claims against Lockheed; obtained summary judgment in favor of Lockheed, dismissing the case, and upheld dismissal on appeal.
• ·representation of a special board committee of a now bankrupt retail department store chain in an investigation involving failure of management to take certain actions in light of failing business results. A report was filed and the matter was later settled.
• ·representation of Disney’s Special Litigation Committee investigating claims of issuance of too many options to employees; also represented the company in litigation, obtaining dismissal of case and upholding dismissal on appeal.
• ·investigated loan fraud losses for a major transportation company that had made loans to a company that financed and leased heavy equipment.
• ·represented a special committee appointed to evaluate a merger between two banks, to determine whether the merger terms were fair to the public shareholders.
• ·represented a major consumer products company, in an internal investigation of alleged theft of cosmetic formulas from a competitor.
• ·investigated employee theft for a large computer company and reported to authorities.
• ·represented a cruiseliner in connection with the U.S. Attorney’s Office investigation of alleged ocean dumping.
• ·conducted an international investigation for a major chemical company in connection with potential product liability.
• ·conducted an internal investigation and represented company in Department of Defense/Department of Justice Voluntary Disclosure matter.
• conducted due diligence investigation for pharmaceutical company to address potential pricing fraud issues.
• ·representation of a large electronics/appliance retailer charged with “bait and switch” tactics at its various stores in Southern California.
• conducted an internal investigation of a major energy and natural resources company and represent it in federal grand jury proceedings and state criminal investigations regarding alleged false reporting and various environmental violations.
• ·conducted the Foreign Corrupt Practices Act investigation for International Systems and Control.
• conducted investigation of suspected improper practices (self-dealing, falsification of data) by senior executive on behalf of an international pharmaceutical corporation.