Two Step's Private Company Equity Management Blog

I'd like to share with our Corporate Focus and Equity Focus users three great resources that I recommend for equity planning, equity transactions, and understanding equity instruments. Our customers have used all of these, and I want to make sure the Two Step community is aware of them. This is Part 3 of a three-part series.

If you're an employee receiving stock options or a manager awarding stock options, it seems you never can know enough. Equity compensation is a constantly changing field, and there's always something new on the horizon, whether it relates to understanding the vast array of equity instruments (options, restricted stock, ESPPs, RSUs, SARs) or navigating the complex accounting and tax issues.

When seeking answers, sometimes you need just a little more information in order to ask the right questions of your attorneys, accountants, and advisors. That's why so many Two Step users have turned to myStockOptions.com. It's an unbiased source of expert advice that you can start using for free. Then, you can upgrade to their Premium version for more in-depth information (which is well worth the small additional fee). myStockOptions.com recently celebrated its 10th anniversary and published a great article: Five Major Developments in Equity Compensation of the Past Decade.

The myStockOptions website says:

"Equity compensation can be complex and confusing. By educating you, or your advisor, we help you make smart financial decisions. With our independent and unbiased expertise, we encourage you to make the most of stock options, restricted stock, restricted stock units, stock appreciation rights, employee stock purchase plans, or performance shares.

"Our excellence is attested by our awards, our US patent, our contracts with major stock plan providers, and the praise of people who use the site. The award-winning educational content and tools of myStockOptions.com were developed by experts in financial planning, taxation, securities law, stock plan administration, and human resources."

If you need a reliable equity compensation resource, take a look at myStockOptions.com. I promise it will be time well spent. And when you're ready to simplify your ownership administration or equity compensation reporting, contact us at Two Step Software to see our system or find other great resources.

I'd like to share with our Corporate Focus and Equity Focus users three great resources that I recommend for equity planning, equity transactions, and understanding equity instruments. Our customers have used all of these, and I want to make sure the Two Step community is aware of them. This is Part 2 of a three-part series.

If you're looking to create a virtual deal room for your next equity transaction, you'll want to check out Firmex: www.firmex.com. This is a SaaS deal room application that has been used by many of our law firm customers for transactions of all sizes. Firmex features a unique "all you can eat" pricing model that allows you an unlimited number of deal rooms. If you're a law firm with a lot of clients that do equity or M&A transactions, Firmex can be very attractive - and even better, your ROI increases the more you use it. You can even private-label the application to reflect the branding of your firm's website.

The Firmex website says:

"With its virtual data room solutions, Firmex helps organizations securely share confidential information and collaborate online. Since 2006, Firmex has been licensing its on-demand virtual data room technology for corporate transactions, contract management, litigation, governance and compliance. Firmex focuses on delivering highly secure, reliable, fast and intuitive document-sharing technology with top-tier, 24/7/365 support and security."

When comparing the tool to other options, one Firmex law firm client says: "Firmex allows us to provide a valuable service to our clients at a significantly lower price than other third-party providers. The features, functionality and reliability of Firmex rival or exceed other providers and the customer service is excellent."

If you're doing equity transactions of any type and need a virtual deal room, take a look at Firmex. They'll get you up and running fast - and help you make a winning impression on your clients.

And here's more good news: with the export feature in Corporate Focus, it's easier than ever to move large collections of entity, ownership, governance and compliance documents from Corporate Focus to Firmex and meet the tight deadlines of your next due diligence request.

I'd like to share with our Corporate Focus and Equity Focus users three great resources that I recommend for equity planning, equity transactions, and understanding equity instruments. Our customers have used all of these, and I want to make sure the Two Step community is aware of them. This is Part 1 of a three-part series.

Want to know how much equity compensation to award a founder or senior executive? Look no further than "the startup executive compensation resource": www.compstudy.com. Now in its 10th year, the CompStudy survey is put out by J. Robert Scott, Ernst & Young, and academics from the Harvard Business School. It covers China, India, Israel, the UK and the U.S. According to the CompStudy website:

"CompStudy is the longest-running, most comprehensive survey of equity and cash compensation for top management positions and boards of directors at private companies in the technology and life sciences industries. The study results provide essential information for businesses and investors who want to stay abreast of current trends in senior executive compensation and organizational structures."

CompStudy offers an irresistible deal: if you complete the 2010 survey and send along your information (which will be kept anonymous), you'll get a free copy of the survey - much better than paying $999! If you need this type of information as you're planning your equity compensation awards, take the survey and get your free copy of the 2010 results when they come out. Or if you can't wait, you can purchase the 2009 survey today.

I was impressed with last year's survey and consider CompStudy to be a great resource for our law firm users, who have clients that need knowledgeable advice on what to award key employees. It's also helpful for our CFO customers, who need to ensure that their total compensation packages compare favorably to the market.

If you have questions or remarks regarding CompStudy, feel free to add them to the Comments section. And when you're ready to simplify your ownership administration or equity compensation reporting, contact us at Two Step Software to check out our system.

I recently read an article in Mass High Tech magazine called, "From Know-How to Know-Who." It posed the question of whether knowledge management (KM) is really about the knowledge that resides in a document or file - or if it's more about the knowledge had by the people within an organization who are familiar with a specific matter or transaction.

The article then goes on to consider why so many organizations have not yet implemented knowledge management systems. It cites the opinion of Tom Shoemaker, a Vice President at Parametric Technology Corp., who contends that the main reason a company doesn't have a KM system in place is because it talked itself out of one. Shoemaker says, "I would suggest that sometimes companies have sized themselves out of the market. They may have said, 'We are a small business and the amount of files we are creating doesn't really lend itself to needing some sort of management system.'" But, he insists, "There is no reason not to have knowledge management in place, no matter your size."

The Mass High Tech piece also quotes Brian Hill, a senior analyst with Forrester Research, Inc., who agrees that size shouldn't matter when it comes to knowledge management: "Most organizations should have a system in place, not only to mitigate legal risk ... but most importantly, to capture real business benefit." Hill says that if more information can be made available at a moment's notice to an employee, the better the chance that a truly informed decision can be made, or even a serendipitous connection discovered.

A similar point is made by one of our Corporate Focus customers, Christopher Howard, head of the business practice group at Pierce Atwood, LLP, when he talks about the "art of practicing good corporate hygiene." He says, "I call it 'corporate hygiene' because it's like brushing your teeth or having an annual physical. The reason you keep corporate records to begin with is that every entity is going to need to access them at some point. At the end of the day, if you accept the responsibility of keeping client records, then why wouldn't you keep them in the best, most efficient manner possible? It's a function of good corporate hygiene and it's a function of risk management."

Howard explains that the compelling benefits are not just for the firm, but extend to the firm's clients as well: "It's worked out really well for a number of our clients who have direct, self-service access to the information on a read-only basis. The return to them is it increases their internal productivity and gives them a sense of confidence that they have record-keeping under control. For our clients, ultimately, their costs are lower and the efficiency with which they can close transactions is higher. A) They get it done, which is most important. B) They get it done less expensively. That's real value."

In the end, I've drawn my own conclusion: it doesn't really matter whether knowledge is based on documents and information or the people who understand the documents and information. The key is making this knowledge readily available to those who need it, when they need it. Regardless of its size, a business and its clients can draw significant benefits from a centralized, online knowledge management system - not the least of which are greater productivity, better decision-making, and improved risk management.

Imagine having a single source for fast, accurate answers to your entity management, ownership administration, and corporate compliance questions, 24/7. Then take a look at Corporate Focus to learn more about this and other benefits an entity life-cycle knowledge management system could bring to your organization.

Recently a Corporate Focus customer posted an interesting comment on our LinkedIn Discussion Group. In her opinion, there should be a special "Twelve Step" program for people looking to break their years-long addiction to paper documents and go electronic with their minute books. This poster shared that she herself wants to "go paperless," but is finding it difficult to make the switch.

Although I don't actually have 12 steps to offer you, these 10 steps will help anyone looking to take their corporate records and minute book documents online. If you can think of any steps I've missed, I welcome you to add them to the comments.

1. Take a deep breath and admit that you are powerless over your paper documents and, as a result, your work has become somewhat unmanageable.
2. Write down exactly why you want to go paperless.
   • To help you get started, here are some reasons I've heard from our customers:
     • They want easy access to their documents from home and at work.
     • They want to provide access to their clients.
     • They want attorneys to have easy access to critical documents.
3. Determine which minute book-related documents you want to scan.
   • I recommend scanning a company's articles of incorporation/organization, the ongoing minutes for the company, and stock certificates and option agreements.
   • Depending on your situation you might want to scan more or fewer items than this.
4. Buy a high-quality scanner.
   • If you don't have a simple way to scan documents as you receive them, you will find it too easy to skip the scanning process.
   • I recommend the ScanSnap S1300, which is small and easy to use. We use it here at Two Step and are very impressed by it.
   • Ignore this step if you have someone who will do the scanning for you (and if you do, consider yourself lucky!).
5. Find yourself a consolidated online system that allows you to easily store and view your scanned documents.
   • There are many systems available that may fit your needs.
   • If you need to scan minute books and other entity and ownership records, check out this short slide show featuring Corporate Focus sample screens.
6. Start with a reasonable goal.
   • After you've found the right system, begin by scanning only new documents that come across your desk, or initially select only certain key clients.
   • The trick is to not let the work overwhelm you; that will prevent you from scanning documents consistently.
7. Expand to more documents.
   • Once you've achieved your initial goal, such as scanning all new corporate documents, start going back and scanning historical minute book documents.
   • Schedule at least one hour every week to scan your historical documents. Put it on your calendar as a recurring event so that you don't forget. In no time, all of your minute book documents will be online.
8. Show off and share your work.
   • If you are taking the time to make your minute book documents paperless, be sure to show your boss and let her know where she can access the documents.
   • When others are able to open a document electronically in seconds for the first time (compared to hours of searching for physical documents), the time you spent scanning in all of the documents will have paid off.
9. Review, review, review.
   • Every 3 months, review your scanning process. During this review, check to see if there are any additional document types you want to scan.
   • You might also want to see if your system has any upgrades that make the process even easier for you.
10. Help others.
    • Going paperless takes a lot of work and commitment. As soon as you've achieved success, why not share your experiences by posting your thoughts to our discussion group or writing your own blog post? I'm certain others will appreciate your help.

If you have not yet started moving toward paperless corporate records and minute book documents, the time is now. Our Corporate Focus customers have done it for thousands of entities and, without a doubt, they are all glad they did. Want to hear some real feedback from lawyers who have already gone paperless--and are reaping the benefits every time a client calls? Just read one of our user stories.

For years now, law firms have struggled with the all-important question: How exactly does better legal service lead to a better bottom line?

Lawyers historically have been less concerned with "customer service" in the traditional business sense and more focused on billable hours. To some degree, there was a delicate balance between a firm's goal to bill a client more hours and the client's goal to be billed fewer hours. Minimal attention was paid to the customer experience and client satisfaction (other than perhaps delivering fantastic catered lunches in palacious conference rooms).

However, the market has tightened tremendously in the economic downturn. Companies use fewer law firms each year, and as a result, they're being highly selective of who they work with. In light of this, law firms are now honing in on how exceptional client service can translate directly into more profitable legal operations.

The better legal service/better bottom line question was recently examined by Michael Rynowecer of The BTI Consulting Group in a webinar called World-Class Client Feedback: Driving Revenue in a Down Market. Although the session was focused specifically on the client feedback loop, it also articulated - based on BTI's annual research surveying over 1,400 law firm clients - how client satisfaction leads to higher billable rates, increased revenue growth, and even lower business development costs.

This compelling webinar presented the case that out of 505 law firms relied on by Fortune 1000 companies, only 42 firms (or 8.3%) possess what has been described as "client allegiance" or client loyalty. This means that their clients would go back to them for more work and recommend that firm enthusiastically to their peers. Keep in mind that most clients are using 11 law firms for their work - so if you can get more of that work, it really matters.

To boot, BTI's research shows that firms with client allegiance charge a 20% higher billable rate ($409/hour v. $342/hour) and grow 35% faster than other firms (13.4% v. 9.9%). Would that appeal to most law firms? Would the partners at your firm like to charge a 20% premium per hour and grow 35% faster? Absolutely. So, how do you get there?

According to BTI, client satisfaction is the key prerequisite for enjoying these client allegiance benefits. The two key measures that BTI uses to rate client satisfaction are whether the client would:

1. Recommend a firm over other firms; and
2. Rate a firm as providing superior service.

What can a firm do to increase its clients' satisfaction? Well, BTI identifies 4 firm attributes (out of 17) that strongly correlate to favorable client relationships. These are:

1. Demonstrating client focus;
2. Understanding the client's business in-depth;
3. Demonstrating a genuine commitment to help; and
4. Providing more value for every dollar.

The webinar then presented various feedback methods firms can use to determine if they have these characteristics, or if they must take steps to put themselves in a better position.

At Two Step Software, our customers tell us that having immediate access to client information and documents can have a direct impact on 3 of these 4 attributes: client focus, commitment to help, and value for the dollar. When clients experience first-hand a firm that has instant access to entity and ownership records--and are therefore more productive, can make better decisions, and reduce the risk of error--they know they are getting more value for each billable hour. When a law firm has done the legwork to maintain accurate corporate records for its clients, it shows that they are committed to helping clients achieve their goals.

Scott Glickson, a Two Step customer and Co-Chair of the Technology and Business Department at McGuireWoods LLP, sums up his experience nicely: "I can't tell you the number of emails we receive where people request documents and we email the documents right back to them — a copy of their stockholder agreement, a charter, whatever it is — and the number of emails we receive back that just say, 'Wow!' One word — that's it, just 'wow!' — because it's so fast."

So, how does BTI suggest you get started with improving your bottom line? Begin by asking three simple questions:

• How does our firm compare to other firms?
• How do our rates compare with other firms?
• How does our number of client recommendations compare to other firms?

After that, look at the following four financial metrics and evaluate whether the trend at your firm is heading in the right direction:

• Total revenue by client for major clients
• Net effective rate per client
• Net effective rate by practice group
• Client retention rate for top 25-50 clients

If you want to learn more about how greater client satisfaction can lead to premium billable rates and increased revenue growth, check out BTI's research and presentations. If you want to make it a reality, take a look at Corporate Focus to discover how this powerful tool has already improved the client satisfaction scorecards at many firms.

Earlier this year, one of our law firm customers, Andrews Kurth, LLP, came up with the novel idea of adding a fixed-fee "Start-Up Organization Package" to its legal service offerings. According to Alan Bickerstaff, a partner in the firm's technology and emerging companies group, the package provides a comprehensive set of legal services designed for "young entrepreneurs who want to start a new company, typically technology-related." The complete set of services is described at www.andrewskurth.com/startup.

At Two Step, we were pleased to see that some of the services listed in the start-up package relate directly to Corporate Focus - such as tracking entity records, ownership administration, preparation of capitalization tables, and online minute books. In fact, one section of the description notes:

Capitalization Matters

• Entry of all initial capitalization data and corporate records into capitalization tracking software and corporate records database.
• Software provides the capability on an ongoing basis to:
• Track all stock and option issuances and cancellations
• Maintain copies of corporate records and minute books
• Produce a wide variety of capitalization reports
• Provide start-ups access to their capitalization and corporate records via the Internet

The list even mentions direct client access to online corporate records, which seems to be offered by an increasing number of firms today.

Fixed-Fee Package for Start-Ups Offers Capitalization Tracking

If a law firm is to provide such an expansive set of legal services for a fixed fee, they must possess a high degree of confidence in their ability to work efficiently. The key to this confidence is having a centralized, secure platform for managing entity and ownership records, online minute books, and capitalization tables. Such a system ensures not only that all information is accurate and up-to-date, but also that no time is wasted searching for it.

While Andrews Kurth has certainly broken new ground, many other firms are testing the waters in a similar fashion and exploring ways in which they can serve their corporate clients better.

So, is this the dawn of a new trend for law firms serving the emerging company and technology start-up marketplace? It certainly makes sense; after all, this is one of the most important and profitable client segments for any firm, since start-up clients lead to financing, merger and acquisition, and public offering work down the road. As a partner at one of our law firm customers recently said, the broader you cast your net in the start-up sea, the more likely you are to find exciting clients who need high-value transactional work.

Scott Glickson from McGuireWoods, LLP (another client of ours) puts it best: "Corporate Focus streamlines activities so that we create a more favorable impression with the client, which leads to more business, more referrals, and more value all around ... We all have access to the same information, and we can access it at the same time."

As law firms increase their use of productivity tools such as Corporate Focus they are better positioned to offer cost-effective legal services to start-ups that are cash-strapped and trying to prepare for their first round of venture financing. If firms serve them well in the early years, these budding companies are destined to become satisfied clients who will one day require more sophisticated and profitable legal services.

Watch an online demonstration of Corporate Focus if you'd like to learn more about how to make your firm more productive.

Remember that recent GE Medical Records TV advertisement in which a doctor asks his patient, "I wonder if you've ever been checked for cortical spreading depression?" - and then the camera pans out to a team of doctors sitting in the audience, who start confidently shouting out details from the patient's medical history?

Imagine if you had a team like that which could readily supply the answers to all of your entity and ownership questions for every client you work with. When I saw that GE commercial, it made me immediately think of how some of Two Step's law firm customers are enhancing their level of service by utilizing electronic entity and ownership records. Click here to see the GE video.

Perhaps you're on the phone with a client and you need to know whether the company is a Delaware or a Massachusetts corporation. An attorney suddenly yells out: "They're a Delaware S-corp. filed on March 10th, 2007!" Or, if you've ever filed the amendment to the charter to increase the authorized common stock for the growing stock option plan. Imagine a paralegal shouting: "Yes! We increased the common stock pool from 400,000 to 1 million shares on June 2nd, 2008!"

Maybe you're dealing with a complex calculation, such as how many shares are held by a key employee who the company is considering terminating. A young associate does the math in a split second and yells out: "He currently holds 376,286 shares of common stock on an as-converted basis, including shares that have not yet vested, which represents 3.78% of the company on a fully-diluted basis!"

Apply the same scenario to any number of common questions that you're faced with each day, and think about how much more productive you could be. Wouldn't it be great if there was a team of lawyers and paralegals who scurried around looking for the answers you need to satisfy your clients' inquiries or prepare that critical document - and those answers were fast, accurate and free?

Well, that's the reality of electronic entity and ownership records. With Corporate Focus, leading law firms of every size are practicing client-focused legal service and delivering it in ways that increase their bottom line.

For example, Christopher Howard at Pierce Atwood, LLP loves how Corporate Focus allows Pierce Atwood attorneys to access important client information at a moment's notice. As he explains in this user story: "I think the power of Corporate Focus emerges when you're at a critical juncture and you have access to all your corporate records in one place—rather than having to pull out a series of paper records or spreadsheets. The productivity piece really becomes clear when you don't have associates scrambling around trying to reconcile records or find what they need."

Just imagine a day when your clients' entity and ownership records are in one secure place, easily accessed by every attorney, paralegal and even selected clients. And the answers you seek are available to you instantly - much like the doctor in the GE commercial. You could provide your clients with significantly faster response time and lower their legal bills, all leading to increased satisfaction and more business for your firm. In other words, everybody wins.

The fact is that electronic entity and ownership records are already here, and the future of legal efficiency is now. Shouldn't you be a part of it? 

Watch an online demonstration of Corporate Focus if you'd like to learn more.

In my previous blog post, I answered the question, "Should You Add New Web Tools to Your Stock Plan Administration Toolkit?" with a resounding "yes!".

So right about now you're probably asking, "Well, Jeremy, what are these web tools, exactly?" Luckily, I've got some great answers for you. Listed below are just a few of the powerful tools you can leverage to streamline your stock plan administration work.

1. Tools for Communicating with Your Employees
   I bet that most people reading this are still using regular old email to send out notices to their employees. With the latest web tools, you can create engaging, interactive newsletters that your employees are more likely to read. Here are two of my top picks:
1. Vertical Response - This is an email creation tool that allows you to create stylish templates from which to send emails to your employees. Not only that, but you can set it up to tell you precisely how many of your employees are actually reading your emails.
2. Vizu - When you want to know what your employees think about a change to their stock plan, create a short poll for them. Vizu is a free tool that allows you to do this easily. You can then embed the poll on your portal page or include it in an email.
2. Tools for Training Your Employees
   Every new employee needs to be trained on how your stock plan works, and every existing employee needs to be educated on changes to your stock plan. This is typically done by having either one-on-one trainings or a group meeting to go over the changes. These types of physical meetings are useful, but what do you do for people who miss them - or for those who work remotely? These two tools offer great solutions:
1. GoToMeeting - This application allows you to set up an online or "virtual" meeting with an employee in a remote location. You can share your computer screen with that person to go over the details of the stock plan. An alternative to this tool is Skype, which also works very well.
2. Jing - This free tool is made by Camtasia and allows you to record video and audio from your computer screen, which can then be shared with your employees via your portal or email. If you need advanced video editing, you can always pay for their Camtasia tool.
3. Networking Tools
   These web tools allow you to network on the web. I know one stock plan administrator who used these tools to land his current job - and he couldn't have done it without them.
1. LinkedIn - If you haven't already done so, I strongly recommend joining LinkedIn. On LinkedIn, you can post an electronic resume and connect with other LinkedIn members in the industry. After you have your LinkedIn account, take some time to explore the LinkedIn groups that interest you. You can use these to read through questions that others post, as well as post your own questions for the community at large. After you join, feel free to connect with me.
2. Equity Compensation Experts - This site was created by Dan Walter of Performensation and grew out of a LinkedIn Group. There are currently 1,000 members, and it's a great resource for any stock plan administrator.

The above is only a sampling of the cutting-edge web tools that can make a stock plan administrator's life easier. For more examples, you can check out the slides from our recent GEO presentation on our Web Tools in Stock Plans page. If you have any tools to add, please leave them in the comments.

Of course, if you need a web-based tool to track your stock and option records, check out the 4-minute demo of Equity Focus.

Most of us already incorporate the new generation of Web tools into our daily lives. I'm talking about everything from Linking In to Facebooking to Tweeting to watching videos on YouTube to replying to poll questions. In fact, you're using a front line tool right now - by reading this blog.

Recently, I participated on a seminar panel at the Global Equity Organization along with Elizabeth Dodge from SOS and Dan Walter from Performensation. We presented on the topic of leveraging Web-based tools like social media in stock plans. The three of us heartily agreed that stock administrators should be using these tools as part of their stock plan administration toolkits, and here are the four reasons why:

1. Employees Are Already Using Them - The "twenty-somethings" entering the workplace today are already using interactive Web tools - and expect that companies they work for will use them as well. Dan shared a story about Starbucks as an example. Starbucks was implementing a new equity plan and its employees were creating their own blogs to talk to each other about it.
   
   The point is that if you don't use these tools to announce changes to your stock plan, your employees will.
2. They Help You Stay Informed - The world of equity compensation is always changing. One day, stock options are the hot topic. The next day, it's restricted stock... the next day, it's LLCs. Not to mention the numerous backdating stories that have been disclosed over the last year. How is a stock administrator (who is already overworked) supposed to stay on top of it all?
   
   The answer is to let the information come to you. By subscribing to RSS feeds, reading blogs, and even following experts on Twitter, you'll get the important information of the day delivered straight to your computer desktop, without having to look for it.
3. They Allow You to Inform Others - In any field, the experts are really the ones in the trenches, and stock administration is no different. When there are more experts out there blogging, Tweeting, and commenting, the entire community benefits. Why? Well, the chances are that if one stock administrator has a question on how to handle a 1:200 reverse stock split, another one has already gone through it and has the answer.
4. They Promote Networking - If you're a stock administrator, using Web tools to build a network through LinkedIn, blogs, and discussion groups opens you up to a wealth of new opportunities. Imagine going in for a job interview and being able to (a) point to the Web tools you used to better communicate with employees and (b) reference the additional information you posted to the Web to benefit others. It will definitely give you a leg up on the competition. Not to mention, you never know when that connection you made knows a person who knows a person who has that next great job opening at that next great company (know what I mean?).

I believe that all stock plan administrators need to start exploring these Web tools to determine which ones work best as part of their stock plan administration toolkit. This will not only benefit their current company and employees; it will be a boon to their professional development.

In my next post, I'll go over some specific tools and how they can be used. If you don't want to wait, you can check out the slides from our presentation on our Web Tools in Stock Planspage.

If you would like to see how Equity Focus fits into your stock plan administration toolkit, check out our demo.