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Copyright 2017 Berkman LLC
General Counsel
GUIDE TO ENTITY MANAGEMENT
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
!1
with examples from
Berkman Solutions
Berkman Solutions provides compliance
and risk management software and
services. We help organizations around the
world to improve performance with better
management of contracts, legal entities,
due diligence, compliance, and legal risk.
We are lawyers, compliance experts, and
business people first; technologists, second.
Our team has managed, negotiated, and
drafted almost $4 Billion in contracts
across industries and around the world for
the last fifteen years.
We have performed and facilitated due
diligence on thousands of companies.
Berkman staff are recognized experts on
contracts, risks, due diligence, and legal
entities. We write and speak about
compliance, legal risk, and contract
management regularly.
Our clients operate in every sector of the
economy: health care, sports and
entertainment, manufacturing, business
services, and more. We count Fortune
500 companies as well as small
businesses (and everything in between)
among our clients.
Company overview
!2
Copyright 2017 Berkman LLC
Disclaimer
These materials are for informational purposes
only and not for the purpose of providing legal
advice. You should contact your attorney to
obtain advice with respect to any particular issue
or problem. Use of these materials and any email
links contained within the site do not create an
attorney-client relationship. Berkman LLC is not
a law firm and the author or presenter is not your
!3
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Framework for
Legal Entities
Common Information for Legal Entities
!4
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Common
data
An entity
management
framework creates a
consistent view of
legal entities
notwithstanding the
variations.
Legal name
Form of organization
Address
Jurisdiction
Registered agent
!5
Copyright 2017 Berkman LLC
Important
records
Over time entities
amass additional data
and documents.
Documents, filings, and statements
Owners, investors, and equity holders
Officers and directors
Compliance requirements
!6
Copyright 2017 Berkman LLC
Entity
record
General counsel can
view important entity
details and
documents at a
glance.
Body text
!7
Copyright 2017 Berkman LLC
Documents &
Records
Optimize corporate document management for
legal entity compliance
!8
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Manage exponential
growth in documents
and records.
Time and duration
Does this document have an effective or start date?
Does it have an expiration date?
Jurisdiction
Does the document relate to a particular jurisdiction,
whether that is national or subnational?
Classification
What type of document is it? What is the right way to
!9
Copyright 2017 Berkman LLC
Formation
documents
Classify types of
organization
documents.
Articles of Incorporation
By-Laws
Ownership Agreements
Resolutions
!10
Copyright 2017 Berkman LLC
Filings
Keep all filings in one
place and connected
to the entity record.
Filing name
Type of filing
Filing date
Expiration date
!11
Copyright 2017 Berkman LLC
Meeting
minutes
Stay on top of growth
in meeting minutes
over life of entity.
Board of Directors
Committees (#)
Type of meeting
Date of meeting
!12
Copyright 2017 Berkman LLC
Key
agreements
Track contracts which
are indispensable to
entity management.
Ownership agreements
Intellectual property ownership and
licensing
Intercompany agreements
!13
Copyright 2017 Berkman LLC
Compliance & Filing
Requirements
Monitor obligations for each entity across all
jurisdictions
!14
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Comply with critical
filing deadlines.
Filing = Document + Event
Name
Filing Date
Expiration Date
!15
Copyright 2017 Berkman LLC
Annual
reports
Annual reports (or
annual statements)
are the most basic
legal entity
requirement.
Periodic renewal
Frequency varies
Jurisdiction specific
!16
Copyright 2017 Berkman LLC
Regulatory
filings
Compliance
obligations are tied to
a jurisdiction,
industry, and/or
business practice.
Step 1. Classify Requirements
Organize requirements by type of filing or requirement
Step 2. Add Requirements by Entity
Include a short descriptive name, the relevant
jurisdiction, and the due date
!17
Copyright 2017 Berkman LLC
Permits &
licenses
Permits and licenses
are often tied to an
industry or use of an
asset.
Zoning applications
Construction permits
Transportation licenses
Telecommunications
!18
Copyright 2017 Berkman LLC
Ownership &
Org Charts
Generate business entity org charts the right way
!19
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Generate dynamic,
accurate org charts.
Hand drawn org charts are inaccurate
With one change to any ownership in the corporate
family, the org chart is no longer accurate.
Hand drawn org charts are not
validated
The very phenomenon that makes an image attractive
prevents anyone from verifying that the image reflects
the underlying legal data about ownership.
Hand drawn org charts are locked on a
focus
Org charts must respond to the entity in focus and
display a chart relative to that entity.
!20
Copyright 2017 Berkman LLC
Ownership
The most reliable way
to add ownership for
entity management is
to focus on one entity
at time and then add
that entity’s
immediate parents
and subsidiaries.
!21
Copyright 2017 Berkman LLC
Org charts
Org charts should be
generated, not drawn.
When entity
management
generates an org
chart, the image is
grounded in data,
data about the equity
relationships.
Body text
!22
Copyright 2017 Berkman LLC
Generation
skipping
It is important that
the org chart preserve
the layers even when
ownership skips a
generation.
Body text
!23
Copyright 2017 Berkman LLC
Officers &
Directors
Assign people to entities and roles as needed
!24
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Stay current with
board structure and
management team.
Body text
!25
Copyright 2017 Berkman LLC
Roles &
entities
Work with evolving
pool of individuals
and investors.
Assign individual to as many entities
as necessary
Assign individual to as many roles as
necessary
Generate reports by entity, role, or
!26
Copyright 2017 Berkman LLC
Terms of
service
Look back to
determine who was
involved for a decision
or during a fiscal year.
Appointment for defined term of
service
Track start and end of term of service
!27
Copyright 2017 Berkman LLC
Jurisdictions
Legal entities occupy national and subnational
jurisdictions
!28
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Track comprehensive
inventory of all the
jurisdictions with
which an entity has a
legal relationship.
193 countries in the United Nations
522,000 subnational jurisdictionsaccording to the OECD
A few too many…
!29
Copyright 2017 Berkman LLC
Tailored list
Develop a tailored list
of national and
subnational
jurisdictions.
Place of incorporation
Principle place of business
Foreign authorizations
Operating sites
!30
Copyright 2017 Berkman LLC
Use of
jurisdictions
Jurisdictions cut
across the main entity
record, corporate
documents and
records, and
requirements.
Anchor the entity record
Associate compliance and filing
requirements
Connect documents and filings
!31
Copyright 2017 Berkman LLC
Reports
Demonstrate and deliver value to the board and
senior management
!32
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Demonstrate and
deliver value to
management.
Consistent, valuable communication
Turn text into data for management
!33
Copyright 2017 Berkman LLC
Report
examples
Many types from
simple to complex.
“All the entities incorporated in
California.”
“All the entities with pass through tax
status, which were incorporated in
California prior to 2016”
!34
Copyright 2017 Berkman LLC
Collaboration
Work efficiently within and across teams,
including outside counsel
!35
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Improve risk
management through
better collaboration.
General counsel and senior
management
General counsel and outside counsel
!36
Copyright 2017 Berkman LLC
Security
Encrypt legal entity
data.
Encrypted at rest
Encrypted in transit
!37
Copyright 2017 Berkman LLC
Access
controls
Limit access to legal
entity records.
Share legal entity data
Leverage access controls
!38
Copyright 2017 Berkman LLC
Customization &
Configuration
Adapt legal entity management
!39
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions
Copyright 2017 Berkman LLC
Objectives
Accommodate unique
needs.
Customize at no additional cost
Avoid IT implementation project
Configure flexibly
!40
Copyright 2017 Berkman LLC
Core
changes
Customize important
types of information.
Form of organization (legal entity
types)
Document types and categories
Jurisdictions
!41
Copyright 2017 Berkman LLC
Easy
changes
Customize in the
administrative area.
Body text
!42
Copyright 2017 Berkman LLC
Flexibility
Use tags and custom
fields as necessary.
Tags are semi-structured data
elements
Custom fields are the ability to add
data collection elements
!43
Copyright 2017 Berkman LLC
Conclusion
Entity management software can
empower general counsel and the entire
legal team to deepen the relationship with
business leaders while managing risk and
improving compliance.
!44
855.517.2193 North America
info@berkmansolutions.com
+1.503.517.4293 Global
berkmansolutions.com
Berkman Solutions

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General Counsel Guide to Entity Management

  • 1. Copyright 2017 Berkman LLC General Counsel GUIDE TO ENTITY MANAGEMENT 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com !1 with examples from Berkman Solutions
  • 2. Berkman Solutions provides compliance and risk management software and services. We help organizations around the world to improve performance with better management of contracts, legal entities, due diligence, compliance, and legal risk. We are lawyers, compliance experts, and business people first; technologists, second. Our team has managed, negotiated, and drafted almost $4 Billion in contracts across industries and around the world for the last fifteen years. We have performed and facilitated due diligence on thousands of companies. Berkman staff are recognized experts on contracts, risks, due diligence, and legal entities. We write and speak about compliance, legal risk, and contract management regularly. Our clients operate in every sector of the economy: health care, sports and entertainment, manufacturing, business services, and more. We count Fortune 500 companies as well as small businesses (and everything in between) among our clients. Company overview !2
  • 3. Copyright 2017 Berkman LLC Disclaimer These materials are for informational purposes only and not for the purpose of providing legal advice. You should contact your attorney to obtain advice with respect to any particular issue or problem. Use of these materials and any email links contained within the site do not create an attorney-client relationship. Berkman LLC is not a law firm and the author or presenter is not your !3 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 4. Copyright 2017 Berkman LLC Framework for Legal Entities Common Information for Legal Entities !4 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 5. Copyright 2017 Berkman LLC Common data An entity management framework creates a consistent view of legal entities notwithstanding the variations. Legal name Form of organization Address Jurisdiction Registered agent !5
  • 6. Copyright 2017 Berkman LLC Important records Over time entities amass additional data and documents. Documents, filings, and statements Owners, investors, and equity holders Officers and directors Compliance requirements !6
  • 7. Copyright 2017 Berkman LLC Entity record General counsel can view important entity details and documents at a glance. Body text !7
  • 8. Copyright 2017 Berkman LLC Documents & Records Optimize corporate document management for legal entity compliance !8 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 9. Copyright 2017 Berkman LLC Objectives Manage exponential growth in documents and records. Time and duration Does this document have an effective or start date? Does it have an expiration date? Jurisdiction Does the document relate to a particular jurisdiction, whether that is national or subnational? Classification What type of document is it? What is the right way to !9
  • 10. Copyright 2017 Berkman LLC Formation documents Classify types of organization documents. Articles of Incorporation By-Laws Ownership Agreements Resolutions !10
  • 11. Copyright 2017 Berkman LLC Filings Keep all filings in one place and connected to the entity record. Filing name Type of filing Filing date Expiration date !11
  • 12. Copyright 2017 Berkman LLC Meeting minutes Stay on top of growth in meeting minutes over life of entity. Board of Directors Committees (#) Type of meeting Date of meeting !12
  • 13. Copyright 2017 Berkman LLC Key agreements Track contracts which are indispensable to entity management. Ownership agreements Intellectual property ownership and licensing Intercompany agreements !13
  • 14. Copyright 2017 Berkman LLC Compliance & Filing Requirements Monitor obligations for each entity across all jurisdictions !14 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 15. Copyright 2017 Berkman LLC Objectives Comply with critical filing deadlines. Filing = Document + Event Name Filing Date Expiration Date !15
  • 16. Copyright 2017 Berkman LLC Annual reports Annual reports (or annual statements) are the most basic legal entity requirement. Periodic renewal Frequency varies Jurisdiction specific !16
  • 17. Copyright 2017 Berkman LLC Regulatory filings Compliance obligations are tied to a jurisdiction, industry, and/or business practice. Step 1. Classify Requirements Organize requirements by type of filing or requirement Step 2. Add Requirements by Entity Include a short descriptive name, the relevant jurisdiction, and the due date !17
  • 18. Copyright 2017 Berkman LLC Permits & licenses Permits and licenses are often tied to an industry or use of an asset. Zoning applications Construction permits Transportation licenses Telecommunications !18
  • 19. Copyright 2017 Berkman LLC Ownership & Org Charts Generate business entity org charts the right way !19 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 20. Copyright 2017 Berkman LLC Objectives Generate dynamic, accurate org charts. Hand drawn org charts are inaccurate With one change to any ownership in the corporate family, the org chart is no longer accurate. Hand drawn org charts are not validated The very phenomenon that makes an image attractive prevents anyone from verifying that the image reflects the underlying legal data about ownership. Hand drawn org charts are locked on a focus Org charts must respond to the entity in focus and display a chart relative to that entity. !20
  • 21. Copyright 2017 Berkman LLC Ownership The most reliable way to add ownership for entity management is to focus on one entity at time and then add that entity’s immediate parents and subsidiaries. !21
  • 22. Copyright 2017 Berkman LLC Org charts Org charts should be generated, not drawn. When entity management generates an org chart, the image is grounded in data, data about the equity relationships. Body text !22
  • 23. Copyright 2017 Berkman LLC Generation skipping It is important that the org chart preserve the layers even when ownership skips a generation. Body text !23
  • 24. Copyright 2017 Berkman LLC Officers & Directors Assign people to entities and roles as needed !24 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 25. Copyright 2017 Berkman LLC Objectives Stay current with board structure and management team. Body text !25
  • 26. Copyright 2017 Berkman LLC Roles & entities Work with evolving pool of individuals and investors. Assign individual to as many entities as necessary Assign individual to as many roles as necessary Generate reports by entity, role, or !26
  • 27. Copyright 2017 Berkman LLC Terms of service Look back to determine who was involved for a decision or during a fiscal year. Appointment for defined term of service Track start and end of term of service !27
  • 28. Copyright 2017 Berkman LLC Jurisdictions Legal entities occupy national and subnational jurisdictions !28 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 29. Copyright 2017 Berkman LLC Objectives Track comprehensive inventory of all the jurisdictions with which an entity has a legal relationship. 193 countries in the United Nations 522,000 subnational jurisdictionsaccording to the OECD A few too many… !29
  • 30. Copyright 2017 Berkman LLC Tailored list Develop a tailored list of national and subnational jurisdictions. Place of incorporation Principle place of business Foreign authorizations Operating sites !30
  • 31. Copyright 2017 Berkman LLC Use of jurisdictions Jurisdictions cut across the main entity record, corporate documents and records, and requirements. Anchor the entity record Associate compliance and filing requirements Connect documents and filings !31
  • 32. Copyright 2017 Berkman LLC Reports Demonstrate and deliver value to the board and senior management !32 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 33. Copyright 2017 Berkman LLC Objectives Demonstrate and deliver value to management. Consistent, valuable communication Turn text into data for management !33
  • 34. Copyright 2017 Berkman LLC Report examples Many types from simple to complex. “All the entities incorporated in California.” “All the entities with pass through tax status, which were incorporated in California prior to 2016” !34
  • 35. Copyright 2017 Berkman LLC Collaboration Work efficiently within and across teams, including outside counsel !35 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 36. Copyright 2017 Berkman LLC Objectives Improve risk management through better collaboration. General counsel and senior management General counsel and outside counsel !36
  • 37. Copyright 2017 Berkman LLC Security Encrypt legal entity data. Encrypted at rest Encrypted in transit !37
  • 38. Copyright 2017 Berkman LLC Access controls Limit access to legal entity records. Share legal entity data Leverage access controls !38
  • 39. Copyright 2017 Berkman LLC Customization & Configuration Adapt legal entity management !39 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions
  • 40. Copyright 2017 Berkman LLC Objectives Accommodate unique needs. Customize at no additional cost Avoid IT implementation project Configure flexibly !40
  • 41. Copyright 2017 Berkman LLC Core changes Customize important types of information. Form of organization (legal entity types) Document types and categories Jurisdictions !41
  • 42. Copyright 2017 Berkman LLC Easy changes Customize in the administrative area. Body text !42
  • 43. Copyright 2017 Berkman LLC Flexibility Use tags and custom fields as necessary. Tags are semi-structured data elements Custom fields are the ability to add data collection elements !43
  • 44. Copyright 2017 Berkman LLC Conclusion Entity management software can empower general counsel and the entire legal team to deepen the relationship with business leaders while managing risk and improving compliance. !44 855.517.2193 North America info@berkmansolutions.com +1.503.517.4293 Global berkmansolutions.com Berkman Solutions