Innovative Clinic Creates Pro Bono Opportunities for In-House and Law Firm Attorneys

I have been proud to participate in the creation of a “virtual” pro bono business law clinic, representing an innovative partnership between Medtronic, Inc. and Maslon Edelman Borman & Brand, LLP. This clinic, one of several that are sponsored by the Minneapolis nonprofit LegalCORPS, is the first program of its kind to be created jointly by an in-house legal team and a law firm.

Our pro bono clinic serves low-income small businesses and non-profits in the furthest reaches of northern Minnesota, giving the clients access to the advice of skilled business lawyers at no charge. The clinic also creates valuable pro bono opportunities for Medtronic’s in-house attorneys and Maslon’s business lawyers.

In a recent article in the Minneapolis St. Paul Business Journal, “LegalCORPS expands business pro-bono work,” Jim Hammerand described the virtual clinics:

Through Minneapolis nonprofit LegalCORPS and regional small-business development centers, lawyer volunteers from Best Buy Co. Inc., Medtronic Inc., Target Corp., U.S. Bancorp and Minneapolis law firm Maslon Edelman Borman & Brand hold 30-minute video-conference sessions with small-business owners through clinics in Marshall, Hutchinson, Bemidji, Brainerd, Moorhead and Virginia every month.

‘What we’re trying to do with the clinics is preventative medicine: spotting what can get you in trouble, what you need a lawyer for and what you need to be careful about,’ Maslon lawyer Marty Rosenbaum said.

. . . ‘We were looking for an opportunity for our lawyers to do transactional pro bono work,’ said David March, senior counsel for commercial transactions at Target. . . . The program matches business lawyers, who sometimes have a hard time finding non-litigation pro bono work in their areas of expertise, with small businesses that don’t know what to look for in a lawyer, if they can even find one.

‘In some parts of Minnesota, it’s difficult for people to find attorneys even to pay for business law,’ LegalCORPS Executive Director Michael Vitt said. Clinic participants get ‘a sense of what they need to ask a lawyer to do and feel more comfortable and more confident dealing with lawyers.’

As Chair of Maslon’s Pro Bono Committee, I have had many discussions with law firm business attorneys and in-house lawyers about the benefits of doing pro bono legal services for those who cannot afford to pay legal fees. The LegalCORPS business law clinics, unlike many pro bono activities that are litigation-focused, give business attorneys like me a way to apply our hard-earned skills in a way that really benefits the clients and also fosters economic development.

And there is another major benefit to performing pro bono service – it gets us out of our comfort zone and gives us an avenue to develop our skills in ways that conventional practice might not allow. In the LegalCORPS clinics, we have the challenge of explaining basic concepts of company organization, tax law or other types of business law to clients who may not be as sophisticated as our regular corporate clients. For example, I often have to explain the advantages of forming an LLC vs. a corporation or a partnership, breaking down the concepts for a client with no previous corporate experience, or even someone for whom English is a second language. I have often brought young associates to observe the clinics, and in some cases these associates have gone on to become valuable volunteers.

The many benefits of doing pro bono work have caused many groups of in-house attorneys to participate, and Medtronic has been a leader in this trend. An article in Inside Counsel highlights the emphasis placed by Cam Findlay, Medtronic’s General Counsel, on pro bono work since he joined the company. Medtronic’s legal staff deserves a lot of credit for getting involved in these important activities.

Say-on-Pay Play-by-Play

footballAs I've said before, some version of a requirement for shareholder advisory votes on compensation (Say-on-Pay) is likely to be adopted in the next few months. The Say-on-Pay requirement will probably be similar to the Corporate and Financial Institution Fairness Act of 2009, recently adopted by the House and described in the ON Securities Cheat Sheet. In other words, Say-on-Pay has become a political football lately.

    [Editor's Note: You may have noticed veiled references to "football" in the title and the first paragraph of this post. The Editor of the ON Securities Blog categorically denies ANY relationship between these references and Brett Favre's announcement Tuesday that he signed a contract with the Minnesota Vikings.]

It looks like shareholder advisory votes will not be required until the 2011 proxy season. Still, it makes sense to keep track of the results of recent advisory votes to see how various companies have fared. Several hundred financial institutions that received TARP funds were required to hold advisory votes last spring, and their recently filed Form 10-Q reports disclose many of the results.

So, what does the scoreboard look like in Say-on-Pay season? Generally, the non-binding proposals to approve executive compensation did very well. Here is a sampling of the results from financial institutions with strong ties to the Twin Cities:

US Bancorp: 92.0% in favor
Wells Fargo Company: 92.8% in favor
TCF Financial Corporation: 69.5% in favor


If the SEC adopts its recent rule proposals, we will no longer have to wait several months to see the results of shareholder votes. Companies will generally have to report them on Form 8-K within four business days. It will practically be possible to follow the results on your BlackBerry, along with football scores.

    [Editor's Further Note: Did I mention that Brett Favre is joining the Vikings? All right, maybe I did have football on my mind.]