EXIT STRATEGY

Like many private companies in Silicon Valley, mobile software maker Good Technology was looking toward a “public exit” long before it actually happened.

The company’s leaders didn’t initially know whether the exit would come in the form of an initial public offering or an acquisition, but they took an extra step to prepare that some companies don’t take. They hired Ginny Coles, who previously worked as assistant general counsel at Intuit, and a paralegal to handle most of the preparation on-site.

When Motorola came calling, Good was good and ready, said Coles, speaking Thursday at an Association of Corporate Counsel panel on taking private companies public.

“The acquisition and particularly the due diligence went so smoothly because I had been working on this along with a paralegal stock administrator,” she said at the event, held at the Palo Alto office of Morgan, Lewis & Bockius.

Motorola
announced in November that it was acquiring the Santa Clara software maker for an undisclosed amount.

Coles happened to get the job of preparing Good because the chief financial officer there knew her previously. According to Coles, it was a way to save the company money and stress.

Oftentimes, the tasks of bringing the company’s stock options, meeting documentation, bookkeeping, and other corporate governance issues up to a high standard are heaped on already-busy in-house legal staff or sent to outside counsel to handle, Coles and other panelists said.

But outside counsel don’t always tackle the messes as quickly as some companies might like.

“Outside counsel doesn’t even start cleaning up your stock-option database until two or three months ahead of time,” Coles said. “I’ve seen what an absolute morass that can be.”

Having someone in the building to answer employees’ questions during preparation can also be a boon, she said. And hiring a paralegal on a contract basis can be far cheaper than paying for one from an outside firm.

“Sorry, Tom,” Coles joked to fellow panelist Thomas Kellerman, managing partner of Morgan, Lewis’s Palo Alto office.

Kellerman said he didn’t take offense, and pointed out that firms can provide training for in-house counsel on handling all kinds of compliance issues. Having worked on lots of internal investigations into stock options lately, Kellerman said he could attest to the accounting disarray at some companies. “It’s amazing the sometimes abhorrently low level of corporate record keeping,” Kellerman said. “You go back years later and try to reconstruct this stuff, and it can be so hard.”

Jessie Seyfer



THE GUILT OF A 60-PAGE BRIEF

It is well-known that a single lawyer’s finger hitting the print button can carry the power to decimate a small forest � that’s what got DLA Piper’s Kelly Hardy thinking about the environment.

“When you print up an e-mail or some of these 60-page documents, there’s always a twinge of guilt,” said the Baltimore corporate and securities partner who is heading up DLA’s newly launched effort to cut down the firm’s effect on the environment.

The “global sustainability initiative,” as it is called, includes measures to make sure printers and copiers can spit out double-sided renderings, and that lights are energy-efficient. But it’s about more than just paper and lights. It’s also aimed at offsetting carbon emissions produced by jet-setting and commuting lawyers.

For the commuters, the firm will hand out $2,000 checks to those who want to buy a Prius or any other hybrid. But Hardy won’t reap the benefit for herself, since it’s only for associates and staff.

For jetsetters, the firm will purchase carbon credits to offset the emissions caused by the planes buzzing between the firm’s 62 offices around the world.

“No big firm like us has taken a real look at its operations and asked, ‘What can we do to tackle carbon emissions at the source?’” Hardy enthused.

To go along with the new environment-friendly measures, the firm is also embarking on a pro bono project with the same end. DLA lawyers will advise subsistence farmers in Kenya, Tanzania and Uganda on how to turn tree-planting into cash flow through the sale of carbon credits on international markets. That won’t be far for lawyers to go, since the firm has offices in Tanzania and nearby Zambia as well as Egypt and South Africa.

The firm isn’t leaving its environmental successes to chance. DLA will use a set of benchmarks laid out in a document known as ISO 14001(.pdf), a voluntary international standard, and the firm’s progress will be audited by an outside entity.

So, are these changes going to cost the firm?

“It’s a substantial investment,” Hardy said. “It makes good business sense to do some of the things we’re doing like the new lights, which will save energy costs down the road. Some of the things we’re doing are purely altruistic, like the hybrid car credit.”

Zusha Elinson

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