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Lots of general counsel have difficult jobs. But at his last posting, as GC of Akin Gump Strauss Hauer & Feld, Richard Goshorn had to manage the legal affairs � and the no doubt healthy egos � of hundreds of lawyers. That type of stamina might be just what his new employer, VeriSign, needs. The Mountain View domain name and network security company recently announced it was taking a $160 million charge due to stock option improprieties. Goshorn, 51, worked as Akin Gump’s first general counsel for nearly three years before joining VeriSign in June. He replaces James Ulam, who quietly left the company shortly after stock option problems came to light. According to the 10-Q quarterly financial report filed earlier this month, Ulam was asked to sign a termination agreement in May 2006. The termination document did not contain any explanation for his departure, and VeriSign did not respond to a call and an e-mail seeking comment. Ulam’s termination agreement was dated two days after the company claims it first learned � from an article by the Center for Financial Research and Analysis � that it had “potential issues associated with our past stock option grants,” according to the 10-Q filed on July 12. Not long after the CFRA report, the company said it launched an investigation with the help of Cleary Gottlieb Steen & Hamilton. The probe ultimately found “the human resources, accounting and legal departments failed to implement appropriate processes and controls” when it came to stock-option grant awards, according to the 10-Q. “The option grant process was characterized by a high degree of informality and relatively little oversight,” the filing stated. Ulam could not be reached for comment. He had been at VeriSign since 2000, and the last Securities and Exchange Commission filing bearing his signature is from August 2006. The company stated in January of this year that it “did not find intentional wrongdoing by any current member of the senior management team.” Four months later, on May 29, the company’s chief executive, Stratton Sclavos, quit. Chief Financial Officer Dana Evan resigned on July 10, according to the recent 10-Q. No reasons were given for their departures. The same filing announced VeriSign would be recording a $160 million non-cash charge for backdated stock-option grants that were accounted for incorrectly from 1998 to 2006. Although it remains unclear whether Ulam bore any responsibility for the stock-option problems at VeriSign, if his departure was related to backdating, then his quiet exit would be an anomaly when so many other companies facing backdating issues have very publicly jettisoned their general counsel � most often through a press release. The decision to terminate someone quietly � or with fanfare � may hinge on both legal or business considerations, said University of Denver law professor Jay Brown, who teaches corporate governance. If a company points fingers at someone before learning all the facts, it could end up getting sued. Once they do find out what happened, executives may weigh the pros and cons of publicly announcing the GC’S departure. “At the end of the day, there’s a level at which it’s not different from any other business decision,” Brown said. “They ask themselves, ‘What will be the investor reaction? What will be share price reaction?’” Goshorn also holds the titles of senior vice president and corporate secretary at VeriSign. “He did a wonderful job for us,” Akin Gump Chairman R. Bruce McLean said. “As you can imagine, being a GC of a law firm, your client base is very experienced lawyers. He did that expertly.” Prior to his time at the firm’s Washington, D.C. office, Goshorn was general counsel of Maryland-based optical equipment maker Acterna. Before that he held several executive legal positions with London-based telecommunications company Cable & Wireless. He received his undergraduate degree at Ohio’s College of Wooster and his J.D. from Duke University.

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