In House

Transactions and Aircraft Leasing Top Agenda for Southwest Airlines GC

, Daily Report

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Photo of Mark Shaw
Mark Shaw says he supervises five subgroups in the Southwest Airlines legal department.

Mark R. Shaw is the vice president, general counsel and corporate secretary for Southwest Airlines Co. He has been with Southwest for 13 years and prior to becoming GC in February 2013, he was the associate general counsel-corporate and transactions. In that role, one of his primary areas of responsibility was aircraft finance and lease transactions.

Prior to joining Southwest in 2000, Shaw was an attorney with Akin, Gump, Strauss, Hauer & Feld in Dallas, where he practiced in the corporate restructuring group and the corporate and securities group. In 1999, Shaw spent six months with GE Capital Aviation Services in Shannon, Ireland, where he worked on aircraft finance and leasing matters on behalf of GE.

Shaw received his undergraduate degree from the University of Texas at Austin and his law degree from Loyola University.

Tell us about your department.

The general counsel department at Southwest consists of 21 attorneys and 36 non-attorneys, which includes paralegals, legal administrative assistants and environmental specialists. Nineteen of the lawyers are based in Dallas and two are based in Washington, D.C.

Our department handles all legal matters for the company and we are divided into five subgroups, each with an associate general counsel over the particular group. So, we have a litigation group, a corporate and transactions group, an operations and environmental group, a labor relations group and our D.C. group, which handles antitrust matters, DOT matters and other regulatory matters.

As general counsel, my role obviously requires me to work with each of these groups on the myriad legal issues they each deal with on a daily basis. As corporate secretary, I work closely with senior management and our board of directors on corporate governance and other matters. My background is mainly in transactional work, particularly aircraft finance and other transactions, so I continue to be closely involved in those areas. For example, I am involved in any major negotiations we have with Boeing on our fleet matters and on other major transactions involving the company.

Tell us about your use of outside law firms.

We do use a number of outside law firms as needed. My view is that we bring in outside counsel when we either, one, don't have the expertise to handle a particular matter in-house; or two, we don't have the resources to handle a particular matter in-house. We also like to use firms in Dallas to the extent possible. Dallas is a large metropolitan area with a diverse legal market, so my belief is we should be able to find what we need on most matters here in Dallas.

So, on the transactional side and corporate governance side, we use Vinson & Elkins in Texas for most of that work. We also use V&E in Washington, D.C., for their antitrust expertise. We have a long history with V&E, dating really back to the early days of Southwest.

We use Thompson & Knight, another Dallas firm, for a large number of our intellectual property matters, for example, on patent litigation and other similar matters. For aircraft finance work, we primarily use two New York firms, Vedder Price and also Holland & Knight.

As we have started to look beyond the domestic U.S. market, we have found the need to find a firm with expertise on international matters and we use Baker & McKenzie here in Dallas, along with their Mexico City office, to assist us in those areas. On the litigation front, we use a number of different firms, depending on the type of matter and the location of the litigation.

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