Outside General Counsel

In addition to offering a full complement of traditional legal services for specific matters, Koehler Fitzgerald is uniquely positioned to assist clients by providing outside general counsel services as well.  The focus of our general counsel practice is to work with clients to proactively evaluate and manage legal and compliance risks so that our clients can ensure legal and regulatory compliance, maximize their business opportunities and minimize expensive disputes and regulatory enforcement matters.   Our services include serving as a corporate secretary to ensure good corporate governance and compliance with all legal and internal operating protocols, establishing and updating compliance policies and procedures, assisting in human resources policies, procedures and practices, labor relations, managing internal investigations, and drafting and negotiating vendor and other commercial contracts, employee handbooks and employment agreements. 

Shawn McGraw leads this practice area bringing nearly two decades of experience as an in-house lawyer where he served as both Assistant General Counsel and Vice-President & General Counsel for a group of Cleveland-based manufacturing and construction-related service companies with combined revenues approaching one billion dollars.  Drawing on his time working within a business environment, Shawn focuses on understanding the operations and markets of our clients to help deliver efficient and tailored legal services.  Shawn's experience has involved counseling clients in a wide range of areas including:  leading complex commercial negotiations to take advantage of unique business opportunities such as the formation of a partnering arrangement to use drone technology in compliance with Federal Aviation Administration (FAA) regulations; drafting and negotiating agreements of many types to support business growth strategies from simple non-disclosure agreements to unique toll manufacturing and licensing agreements;  development of national and international claim-resolution and litigation strategies; advising human resource professionals on all aspects of personnel matters such as preparation of employee handbooks, hiring, discipline, termination and other personnel decisions including reductions in force; and dealing directly with all levels of government (federal, state and local) to address compliance and regulatory matters including those involving the Environmental Protection Agency (EPA), the Department of Labor, the Occupational Safety & Health Administration (OSHA) and the United States Department of Justice.  

Shawn McGraw works closely with James F. Koehler to provide general counsel services to our clients in the financial services industry.  Among other things, the firm's lawyers regularly represent broker-dealers, registered investment advisors and associated persons in regulatory compliance and enforcement matters before FINRA, the S.E.C. and various state regulatory authorities. The firm also assists its clients in establishing, reviewing and auditing their compliance and anti-money laundering procedures.  The firm also served as corporate counsel for diversified U.S. and international corporate clients, including Reg. D issuers, limited partnerships in tax shelter areas, and clients in China and Israel, and our lawyers have handled mergers and acquisitions for reporting companies, the preparation of 1934 Act Securities and Exchange Commission filings, and the formation of mutual funds, private placements and Reg. D offerings, and all phases and types of capital formation.

To best meet the needs of our clients, Koehler Fitzgerald provides its outside general counsel services pursuant to a variety of fee arrangements, including no-charge initial consultations, to ensure that we have a solid understanding of our clients' business needs to enable us to provide representation that is both cost-effective and best suited to each client's unique challenges and opportunities.