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NAME AND TITLE: Steven K. Shevick, vice president and general counsel AGE: 45 COMPANY: Synopsys Inc., based in Mountain View, Calif., creates and sells electronic design automation software — the computer programs that help semiconductor manufacturers map out microchips to perform particular tasks. In 2001, the 3,100-employee Synopsys had $680 million in revenues. Its customers include IBM, Motorola and other makers of semiconductors. “Anybody who designs semiconductors uses Synopsys software,” Shevick says. THE DEPARTMENT: Shevick has seven lawyers and four nonlawyer contract negotiators on his staff, which is divided into four principal areas of responsibility: corporate matters, including acquisitions; human resources; professional services, consulting and sales; and intellectual property. Staff lawyers report to Deputy GC Roger Klein. “He takes care of the problems,” Shevick says, “and he brings me the big problems.” OPEN SOURCE: In the past two years, Synopsys has made some of its source code publicly available, which enables other developers to create related interoperative products. Says Shevick, “The main thing for us to review from a patent-portfolio position or a licensing position [is] whether opening part of your portfolio weakens the degree of protection you have on other parts of the IP portfolio, and in particular whether you’re tacitly licensing your patents and other intellectual property.” The review process involves Shevick and the technology licensing staff “sitting down with the business unit folks, understanding the [technology in question], preparing our own internal analysis and then going back and … deciding which form of open source agreement we would use … . You want to use the plain vanilla, well-accepted open-source agreement. In one case, we couldn’t; we had to tweak it. And that’s a decision between me and the primary lawyer involved and the business folks.” LITIGATION: Synopsys is a plaintiff in one significant lawsuit, involving Nassda Corp., a company created by former Synopsys employees. Synopsys alleges that five of its employees left the company and formed an outfit of their own based on a product they had worked on at Synopsys. The suit, in Santa Clara County, Calif., accuses Nassda and its management of misappropriation of trade secrets and diversion of opportunity. In deciding whether to sue, Shevick and his staff consulted with outside counsel, relevant business units within the company and, eventually, top management. “We lay out the substantive facts and then try to guide them through: ‘OK, this is how long it will take. This is what it’s going to cost. Here are some of the benefits; this is what we expect to recover.’ We give some sense of possibilities as to how strong we think the case is.” AVANT: In December 2001, Synopsys announced plans to purchase Avant Corp., a chip design software maker with a checkered past. Earlier in 2001, members of Avant’s executive team had been convicted of trade secrets theft and either jailed or placed on probation. A California court also hit the company with $195 million in restitution and $35 million in fines. Moreover, Avant is facing a $1 billion civil suit filed by the victim of the theft, Cadence Design Systems. Despite all this, Shevick says Avant is the perfect complement to Synopsys. Synopsys handles the front end of the chip-making process — design — while Avant handles the back end — physical layout of the circuit. In addition to proposing a $769 million stock swap, Synopsys took out a $500 million insurance policy to cover any eventual liabilities. “We spent a lot of time investigating the case and the surrounding facts and decided the potential liability was completely manageable by the use of the insurance policy.” Shevick had Larry Friedman of New York-based Cleary, Gottlieb, Steen & Hamilton sit down with Avant’s outside counsel from L.A.’s O’Melveny & Myers and review the available documents. Cleary Gottlieb also endorsed Shevick’s idea to have San Francisco’s Morrison & Foerster offer a second opinion. Shevick sat in on meetings with Cleary Gottlieb and held meetings within the company. The insurer did its own review. “All the analyses converged,” he says. As for the Cadence suit, “We’re fully prepared to litigate,” Shevick says. “Anybody who’s ever litigated against an insurance company knows they’re not patsies.” The acquisition is under FTC and SEC review. Shevick expects the deal to close by June. PRIMARY OUTSIDE COUNSEL: Vic Lekow of Cleary Gottlieb, the Avant transaction; Boris Feldman of Palo Alto, Calif.’s Wilson Sonsini Goodrich & Rosati, corporate securities; Rod Howard of the Palo Alto office of San Francisco’s Brobeck, Phleger & Harrison, transactional work; Chris Graham of the Palo Alto office of Oppenheimer Wolff & Donnelly, litigation, including the Nassda case; Jack Londen of Morrison & Foerster, litigation due diligence in the Avant deal; and Anthony Murabito of San Jose, Calif.’s Wagner, Murabito & Howe, patent matters. ROUTE TO THE TOP: After receiving his undergraduate degree from Harvard, Shevick went to Washington, D.C., where he was legislative director for then-Rep. Charles E. Schumer, D-N.Y. Shevick attended Georgetown University Law Center at night, earning his J.D. in 1986. He then signed on at Cleary Gottlieb, working in asset securitization and, eventually, banking. The job took him to Hong Kong during the Asian boom. When he returned to the United States, he wanted to work in a similar entrepreneurial environment. Silicon Valley seemed the obvious choice. He got his job at Synopsys “the old-fashioned way,” he says. He knew the boss, Paul Lippe, a former Cleary colleague who was general counsel at Synopsys. Shevick started at the company as deputy general counsel in 1995 and became GC in 1998. HIGH-TECH TRAINING: “When I joined the company, I could follow a meeting for about 10 seconds and somebody would use a word, and then I wouldn’t understand anything for the rest of the meeting. Now I’m up to about a half hour.” Having scientists on staff helps. “In the patent and technology licensing area, it’s important to have somebody who has a strong technical background.” Ted Chan, a Ph.D. in mathematics, currently holds the job. OTHER HATS: Shevick is also vice president of investor relations at Synopsys, an appointment that, he says, took the financial community by surprise. “I was seen as a regulatory type,” he says. Some analysts felt that, as a lawyer, he might choke off their access to information. Instead, he says, he endeavors to translate technical matters into language that the financial community can understand, and vice versa. Since Enron collapsed, Synopsys, like many companies, has been taking a look at its operating procedures. “We like to think we’ve been careful and scrupulous all along,” Shevick says. Nevertheless, they took the opportunity to review their ethics and conflict policies and compliance procedures. Shevick says the company has always used a conservative revenue recognition model and that it made changes to its licensing model a year and a half ago. FAMILY: Shevick’s wife, Linda MacKenzie, imports antique Chinese furniture. They have three children: Sam, 13, Sophie, 11, and Nora, 6. LAST BOOK READ: “Swimming Across,” a memoir by Intel’s Andy Grove.

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