This document discusses technology trends in consumer and enterprise technology and how they can enable professional services and improve compliance processes. It summarizes Roger Cohen's expertise in designing technology solutions for legally intensive business processes. It also outlines challenges public companies face in managing information for regulatory filings, audits, and compliance. It proposes that technology-enabled professional services using tools like virtual data rooms and apps can help address these challenges by providing structure, automation and transparency. Finally, it discusses keys to successful enterprise IT projects, including implementing solutions incrementally from the bottom-up and focusing on user experience, change management and governance.

1. HCEMBA 290: Board Governance
Summer 2012
Technology Enabled
Corporate Communications
Roger Cohen
Founder and CEO
Vertical Point Solutions

2. Agenda
• The Challenge
• Consumer Technology Trends
• Enterprise Technology Trends
• Technology Enabled Professional Services
• Successful Enterprise IT Projects
2

3. Roger Cohen Expertise
• Founder and CEO of Vertical Point Solutions
• Legal process and efficiency expert
• Design solutions for legally intensive business processes
• Corporate attorney 20+ years Brobeck, Phleger and Harrison
• $10 billion in transactions
• Wells Fargo Bank, Sunstone Hotel Investors, Westar Capital,
Friedman Billings Ramsey, RTC
• 5,000 loan document workout for WFB/Starwood Hotels
• 8 IPOs and multiple follow on offerings
• Counselor to Public Boards
• M&A, LBOs, Asset Securitizations, Loan Workouts and
Venture Capital 3

4. The Challenge:
Complexity
Excessive Information
Inadequate Systems

5. Universal Problem:
Getting Information Organized…
Complex, document intensive,
process under short, inflexible
deadlines to respond to:
INVESTOR
DUE DILIGENCE
FINANCIAL AUDIT
REGULATORY
COMPLIANCE
LEGAL MATTERS

6. SOX Section 302
CFO/CEO must certify disclosure controls and procedures:
• Accurate and timely capture of information potentially subject
to disclosure under ‘34 Act
• Accumulate information for testing
• Responsive to CEO/CFO inquire
• Scalable with growth of business
• Flexible to accommodate new legal requirements
SEC Compliance
Company must meet complex and continuous disclosure:
• “Real Time” disclosure for Form 8-K
• Extensive and complex disclosure for 10-K and Proxy
• Consistent investor communications

7. Public Company “C Suite”
I need to respond to Regulatory
Filings…
And I have personal liability for Spend what it takes:
mistakes:  Manual processes
• Dodd Frank  Paper based files
• Sarbanes Oxley  Expensive professionals
• Foreign Corrupt Practices Act
• SEC Compliance
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8. Where is the information I need?
Do I have the final executed copies?
Do our attorneys have them?
We did this last year, where are the
results?
PAPER
EMAIL
SHARED DRIVE
APPLICATIONS

9. The Public Company and its Compliance Team
Audit Board of Other
Committee Directors Committees
Legal
• SEC
• Corporate
• Tax
Accounting • Regulatory
• Audit • Criminal
• Tax • Local
• Underwriter’s
GC CFO CEO COO • Transfer/Paying Agent
Biz Biz Biz Biz
Unit Unit Unit Unit
Regulatory Capital Markets
• SEC filings • Underwriters
(Integreon) • Lenders
• Review public • Analysts
filings
(10-K Wizard)
9

10. Companies
Investors Deal
Community
Counsel
The Mess in the Middle
Auditors
Regulators
VDR Investment
Bankers
Legacy
Systems

11. Consumer Technology Trends
Confidential- Covered by NDA

12. Mobile Computing
Consumers spending more time on mobile
devices browsing the web than PCs
12

13. Social Networking
Social Networks have surpassed
total number of email users
13

14. Consumer Applications
14

15. Enterprise Technology Trends
Confidential- Covered by NDA

16. Internal or Cloud Flexibility
On-Premise Hosted
Solution
Internal IT Managed Private Cloud
Vendors Employees Counsel
Unified User Experience

17. Virtual Data Rooms- Cloud Collaboration
17

18. Apps- SalesForce- AppXchange
18

19. Microsoft Runs Enterprise
Legacy
Systems
19

20. Runs Enterprise
VDR+ Apps on Microsoft Stack
Apps
Transactions Operations
Compliance
M&A Vendors
Financings Entity
Loan Workout Customers Financial Audit
Leases SOX Audit
Due Diligence
Contracts
Virtual Data Room Platform (VDR+)
20

21. Technology Enabled
Professional Services
Confidential- Covered by NDA

22. Corporate Confusion
Data
Silos create lack of data integrity Executives need Data
Paper Digital
Lack of access to data
Lawyers work in paper trapped in documents
Documents (PDF)

23. Professional Services Motivations
Investment Bankers Attorneys CPAs
• Motivated by $$$$ • Unstructured data • Structured data
• Transaction Based • Exception based • Process based
• Free Spirits • Paid to Argue • Compliance oriented
23

24. Today’s Compliance Challenge
New regulations
released
1. New
Regulation
Consultants
Review Business
Validate and Compliance
Compliance 5. Monitor 2. Assess Process (gap
analysis)
Professional
Labor
Services
Intensive
+
+
Implement 4. 3. Internal
Prescribe
Un-Integrated
Adjusted Implement Prescribe Resources
Modified
TechnologyCompliance Compliance
Processes Process
5/23/2012 24

25. Technology Enable Professional Services
and Business Processes
Technology-Enabled
New regulations
released
Professional Services
1. New
Regulation
Consultants
Transparent Review Business
Dashboard and
5.
2. Assess
and Compliance
Reports Transparency
Process (gap
analysis)
Professional
Automation +
Services
technology
Expertise in
enabled Labor
Implement
4. Implement 3. Embed Embed
Software
prescriptive
Compliance App
guidance into
within Business
SharePoint Apps
Unit
5/23/2012 25

26. Successful Enterprise
Information Technology Projects
Confidential- Covered by NDA

27. Need to Integrate three Disciplines
Compliance
Information Business
Technology Operations

28. Bottoms Up vs. Top Down
Board
• Implement at Departmental Level
• Implement Incrementally • Executive & Board Visibility
• Always-Ready Audit & Due Diligence
CEO/CFO/GC
• SEC Compliance
Enterprise Risk Managers
Vendor
Management Operations
• Focused solution
• Demonstrate Value
Entity Investor • Solve Business Problems
Facilities
Management Relations • Customize for Each Dept
Design and HR Capital
Construction Markets
28 28

29. Our Approach: “Secret Sauce”
Successful Implementation Strategy
Governance Infrastructure
Strategy
Change
User Experience
Management
29

30. Conclusion: Successful leaders will
1. Empower from the bottom up
2. Embrace Social Enterprise
3. Require technology enabled
Professional Services
30

31. Thank you!
CEO - Roger.Cohen@VerticalPoint.net
Search: VerticalPoint
@VerticalPointUS
Search: VerticalPoint
VerticalPointSol
31