Customers in the automotive, appliance, construction and manufacturing markets are the beneficiaries of AK Steel Holding Corp.’s diverse product line. The company manufactures flat-rolled carbon, stainless and electrical steel. It operates seven steel-making and -finishing plants and two tube manufacturing facilities across Indiana, Kentucky, Ohio and Pennsylvania. It also has one of the largest steel research centers in the United States.
AK Steel claims to have the world’s most productive blast furnace. The company’s products include Black Coat stainless steel, which maintains cosmetic appearance while withstanding increased temperatures, as well as steels coated with an anti-microbial compound.
AK Steel dates back to 1899, with the incorporation of its predecessor, The American Rolling Mill Co. — known as Armco. It is headquartered in the Cincinnati area (West Chester, Ohio) and has approximately 6,500 employees worldwide. The company’s 2011 revenues reached the $6.5 billion mark, accounting for its rank of No. 381 on the Fortune 500.
LEGAL TEAM AND OUTSIDE COUNSEL
AK Steel’s legal team has six attorneys, general counsel David Horn included, as well as a paralegal, an administrative assistant and an assistant corporate secretary. Outside counsel provides advice as needed, with much of the business going to firms in the Cincinnati area. Frost Brown Todd and Taft, Stettinius & Hollister are the two largest by volume of legal work, and the GC uses them for a variety of matters. On occasion, Horn has called on attorneys in New York or Washington for mergers and acquisitions and international trade work. He is knowledgeable about foreign laws “to a certain extent,” but mostly counts on local counsel for such expertise.
Conventional hourly billing is Horn’s predominant form of payment, but for some engagements fixed fees or other alternative arrangements are more feasible. However, the GC is not a particular fan of such methods, saying “Alternatives are not broadly useful yet. Maybe someday, someone will develop a model that works.”
No typical day exists for Horn, and his schedule can “vary considerably.” He said he is “now” a generalist. He is at his post by 8 a.m. and leaves between 6:30 and 7 p.m. He has responsibility for law, environmental affairs and labor relations. As an officer of the company, he is involved in strategic planning and other policy-making. In his corporate secretary role, Horn has board responsibilities including logistics, agendas and meetings. He is also a member of the proxy committee. As AK Steel’s chief legal officer, Horn oversees all legal affairs, although he focuses less on pure legal work than he once did. The government and public relations department is responsible for lobbying, and the legal department supports and sometimes has a direct role in those activities. Horn handles director and officer liability insurance in addition to resolving any claims that reach the legal level. He reports to chairman, president and chief executive officer James Wainscott.
AK Steel’s environmental program, with the legal department’s input, commits the resources to comply with applicable laws, regulations, permits and agreements. It encourages a policy of energy conservation and voluntary emissions reductions. The company recently received Environmental Protection Agency approval for a joint project with SunCoke Energy Inc. to use waste heat from a co-generation plant to produce steam and electricity. If environmental issues occur, or if it receives notices of violations, the company works with the appropriate agencies to resolve them. AK Steel recycles an estimated 800,000 tons of scrap metal annually.
Principal regulators of AK Steel and its industry include the Securities and Exchange Commission, state and federal environmental agencies and the Occupational Safety and Health Administration. Horn said he devotes a lot of energy to corporate-compliance matters, but not limited to Sarbanes-Oxley per se. “I spend a lot of time on the fallout and responsibilities that have been created because of it and the disclosure requirements that followed.” Adhering to the Dodd-Frank regulations “is going to be a lot of work,” he added.
Horn’s department does not have a lot of immigration duties. Unions, he said, represent “a more significant part” of his slate. AK Steel has seven unionized plants encompassing 4,700 employees and three different unions. The GC “tries to develop sound working relationships with them” and described them as “good unions.” He has yearly negotiations, plus handles any grievances that might arise. Horn said virtually every facet of the company-union relationship is governed by the National Labor Relations Act.
ROUTE TO THE TOP
Horn forged his relationship with AK Steel in 2000 as assistant general counsel. He became vice president and GC the next year, corporate secretary in 2003 and was named senior vice president, GC and secretary in 2005. In 2010, he was promoted to executive vice president to go along with his other titles. In 2011, he assumed responsibility for providing service to existing customers of AK Steel’s now discontinued insurance businesses, Armco Financial Services Group and Northwestern National Insurance Co.
Previously Horn served as a partner at Cincinnati-based Frost & Jacobs (now Frost Brown Todd), where he was also a member of the executive committee. He was a trustee for Volunteer Lawyers for the Poor Foundation. In 2005, Horn was named an Ohio Super Lawyer, one of only eight in-house attorneys so designated. Before arriving at AK Steel, he was outside counsel and litigator for the company, which was his biggest client. He won 18 cases by motion to dismiss, summary judgment or trial.
Horn hails from Cincinnati and is an avid golfer. He and his wife Deborah, a homemaker, have two daughters: Amy, 25, and Sarah, 23. Horn graduated with a bachelor’s degree from Yale University in 1974. Three years later he earned his juris doctor degree from Vanderbilt University Law School, from which he graduated Order of the Coif.
AK Steel and its legal department participate in the Leadership Council on Legal Diversity, a mentoring program. Horn offered this advice for a theoretical successor: “In keeping with my interest in golf, keep your eye on the ball and follow through. That is, focus on what is most important and develop relationships of trust and reliability.” He emphasized the importance and skill of his team and said, “You’re blessed with having great people. Trust them and give them the resources and responsibilities to do their jobs.”
LAST BOOKS AND MOVIE
The Girl Who Kicked the Hornet’s Nest, by Stieg Larsson, and Summer of ’68: The Season That Changed Baseball — and America — Forever, by Tim Wendel; and Secondhand Lions.