General Counsel Online How Technology is Reshaping the Corporate Law Office Corporate Counsel Technology Institute Widener University School of Law Name:George A. Massih III Vice President & General Counsel Corporation Service Company Date:January 5, 2006

Expect Anything

CSC: Tradition, Talent & Technology 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 Many LAW FIRMS GOVT/COURTS CORPS/G.C. FINANCIAL INST. CSC

Keep Corporate America in Compliance General Counsel 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 Registered Agent Compliance Calendar SameDay SOP Entity Management Delaware e-filing Litigation Management Compliance & Governance; = Name Management Paper Tax Notice SOP Forwarding Records = = Tax Compliance Matter Management SOX Compliance

Solving the General Counsel Puzzle Litigation Management Name Management Corporate Governance Corporate Compliance

How Technology is Impacting Workflow In the General Counsel’s Office A Case Study

Technology & the Customer’s Workflow Compliance + Speed = Good 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 Process CSC SameDay SOP sm Sample

CSC SameDay SOP sm Screenshot

CSC PwerBrief sm 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 M&A Solutions (Deal Room) Due diligence services (UCC search, document retrieval) Due Diligence DealStructuring Post Closing Transaction Closing 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 Complete We Provide the only Complete 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: The Legal Dashboard Into The Future: The Legal Dashboard CSC GC Dashboard sm Screenshot

Enabling Legal Department Principles 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. George A. Massih III Vice President & General Counsel Corporation Service Company