General Counsel OnlineGeneral Counsel OnlineHow Technology is Reshaping How Technology is Reshaping

the Corporate Law Officethe Corporate Law Office

Corporate Counsel Technology InstituteWidener University School of Law

Name: George A. Massih IIIVice President & General Counsel Corporation Service Company

Date: January 5, 2006

Expect AnythingExpect Anything

CSC: Tradition, Talent & CSC: Tradition, Talent & TechnologyTechnology

• Then:– Established in 1899– Founders drafted the

Delaware General Corporation Law

• Now:– Largest incorporator in the

country– Established first legal

services web site– Delivered first online filing

of corporate documents– Delivered first electronic

service of process

The Right Arm For ManyThe Right Arm For Many

LAW FIRMS

GOVT/COURTS

CORPS/G.C.FINANCIAL INST.

CSC

Keep Corporate America in Keep Corporate America in ComplianceCompliance

GeneralCounsel

Corporate Identity Mgmt & Protection

(Domain Name, I.P. Mgmt, Corp Name & Brand Mgmt)

Corporate Identity Mgmt & Protection

(Domain Name, I.P. Mgmt, Corp Name & Brand Mgmt)

Litigation Mgmt(Coordination with outside

counsel, Legal Budget Mgmt, etc.)

Litigation Mgmt(Coordination with outside

counsel, Legal Budget Mgmt, etc.)

Risk Management(Insurance, Contract Review, Industry Specific Regulatory

Requirements, etc.)

Risk Management(Insurance, Contract Review, Industry Specific Regulatory

Requirements, etc.)

Shareholder Relations(Annual Mtgs., Proxy Solicitations,

Options Mgmt., etc.)

Shareholder Relations(Annual Mtgs., Proxy Solicitations,

Options Mgmt., etc.)

Labor Relations & HR Compliance

(EEOC, Hart-Taftly,NLRA, and OSHA compliance)

Labor Relations & HR Compliance

(EEOC, Hart-Taftly,NLRA, and OSHA compliance)

Securities Compliance(Blue Sky and SEC filings)

Securities Compliance(Blue Sky and SEC filings)

Corporate Compliance & Governance

(Board Practices, Corporate Filings, Registered Agent, Annual

Reports, etc.)

Corporate Compliance & Governance

(Board Practices, Corporate Filings, Registered Agent, Annual

Reports, etc.)

+

+

+

Changing the Value Proposition of Changing the Value Proposition of Registered AgentRegistered Agent

ComplianceCalendar

SameDay SOP

Entity Management

Delawaree-filing

LitigationManagement

Compliance

& Governance;=Name Management

Paper TaxNotice

SOPForwarding

Records

=

=

TaxCompliance

MatterManagement

SOX Compliance

Solving the General Counsel Puzzle Solving the General Counsel Puzzle

Litigation ManagementLitigation ManagementName ManagementName Management

Corporate GovernanceCorporate Governance

Corporate ComplianceCorporate Compliance

How Technology is Impacting Workflow How Technology is Impacting Workflow In the General Counsel’s OfficeIn the General Counsel’s Office

A Case StudyA Case Study

Technology & the Customer’s Technology & the Customer’s WorkflowWorkflow

ComplianceCompliance+ Speed + Speed

==Good BusinessGood Business

Entity’s trade names, trademarks and domains are registered with CSC Name Management and

Online IP Portfolio created

Compliance Calendar alerts entity of first tax

filing and links to online e-Filing of annual report

Lawsuit served on Entity triggering alert from

Powerbrief with link to full litigation file enables

collaboration with outside counsel online

Entity prepares acquisition accessing CSC product

suite on RecordsCenter / Dealroom

Entity holds first Board Meeting

through Virtual Boardroom

with Minutes archived online via RecordsCenter

E-minutes

Entity Formed via CSC using IncSpot Forms and all corporate information

available on RecordsCenter

Hyperlink directly to a secure, on-line file with

imaged SOP and attached pleadings.

Electronic Service of ProcessElectronic Service of Process

CSC SameDay SOP

CSC SameDay SOPsmsm Sample Email

Sample Email

CSC SameDay SOP

CSC SameDay SOPsmsm Screenshot

Screenshot

CSC SameDay SOP

CSC SameDay SOPsmsm Screenshot

Screenshot

CSC PwerBrie

f

CSC PwerBrie

fsmsm Screenshot

Screenshot

• Escrows

• SPE Services

• Corporate Trust Services

• UCC Services retrieval services

• Integrated web search tool

• Corporate Filings (Dissolutions/Amendments)

• UCC/DMV Portfolio Mgt. services

• RecordsCenter Watch, Monitor Alert Services

Reinventing the Deal Wheel Reinventing the Deal Wheel

• M&A Solutions (Deal Room)

• Due diligence services (UCC search, document retrieval)

Due Due DiligenceDiligence

DealDealStructuringStructuring

Post Post ClosingClosing

Transaction Transaction ClosingClosing

Perform due diligence on assets and entities

in transaction

Negotiate terms and arrange financing structure

Execute, fund and close Transaction

Refinance, reassign or

restructure debt and organization in workout and

bankruptcy

We Provide the only

CompleteComplete Solution for

the Deal Community

• Corporate filing & agent services

• SPV Services (independent directors for SPE’s, set up of passive investment companies, etc.)

• Intellectual property searches

Into The Future:Into The Future: The Legal Dashboard The Legal Dashboard

CSC GC Dashboard

CSC GC Dashboardsmsm Screenshot

Screenshot

Enabling Legal Department Enabling Legal Department PrinciplesPrinciples

• Build & Implement a Legal Compliance Plan that will Support Growth to a Billion Dollar Company

• Implement Productive Legal Administration (Contracts, Records Retention)

• Manage Risk and Cost of Non-compliance (SOP, UCC etc.)

• Effectively manage the regulatory landscape of growing company and new markets

• Align legal team as partners in growth with business lines

Thank You.Thank You.

George A. Massih IIIGeorge A. Massih IIIVice President & General Counsel Vice President & General Counsel

Corporation Service Company Corporation Service Company