1. PREPARING TO GO PUBLIC
THE GENERAL COUNSEL ROLE
Craig Newfield

2. Day-to-Day General Counsel Role
2
▪ Corporate Governance
▪ Institutional (Stockholder, Board and Committee processes)
▪ Operational (Internal policies & procedures)
▪ SEC Compliance & Reporting
▪ Litigation / Disputes
▪ M&A / Joint Ventures / Strategic Relationships
▪ Intellectual Property
▪ Building and managing IP portfolio; protection and enforcement
▪ Technology Acquisition & Licensing
▪ Human Resources
▪ Policies, disputes, terminations, strategies
▪ Employee Benefits & Compensation, including Equity Incentives
▪ High level planning; bonus plan and employment agreement preparation; incentive plan administration
▪ Publicity and investor relations
▪ Manage outside counsel and other professionals (compensation consultants, printer etc.)
▪ Ethics / Vision / Tone-at-the-Top
▪ GC gives voice to your C-Level vision & culture with employees, customers, partners & directors
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com

3. Day-to-Day General Counsel Role
3
▪ Corporate Governance
▪ Institutional (Stockholder, Board and Committee processes)
▪ Operational (Internal policies & procedures)
▪ SEC Compliance & Reporting
CONTRACT$
▪ Litigation / Disputes
▪ M&A
▪ Intellectual Property
▪ Building and managing IP portfolio; protection and enforcement
▪ Technology Acquisition & Licensing
FUNDAMENTAL FOCUS OF GENERAL COUNSEL
▪ Human Resources
▪ Policies, disputes, terminations, strategies
▪ Employee Benefits & Compensation, including Equity Incentives
▪ High level planning; bonus plan and employment agreement preparation; incentive plan administration
▪ Publicity and investor relations
▪ Manage outside counsel and other professionals (compensation consultants, printer, etc.)
▪ Ethics / Vision / Tone-at-the-Top
▪ GC gives voice to your C-Level vision & culture with employees, customers, partners & directors
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com

4. IPO Big Picture: Major Tasks Pre-Filing
4 12 to 6 Months Prior to S-1 Filing 6 to 3 Months Prior to S-1 FIling 90 Days Prior to S-1 Filing
Identify and engage with one Select outside counsel and Negotiate underwriters’ economics
value-add underwriter initiate (off-the-meter)
informational sessions
Identify and resolve major Management drafting S-1, focus Organizational meeting / due
issues: on Business and MD&A sections diligence substantially complete
•Strategic gaps / positioning issues
•Audit problems
Underwriters’ dog and pony Draft and re-draft S-1 with bankers
•IP issues
shows … select underwriters and outside counsel
•Litigation
•Major housekeeping tasks Consider “testing the waters” Consider confidential filing
•Stock valuations / discount issues
Begin ramping up Finance / Formulate deal size (Shoe? Housekeeping – institutional and
Legal / Executive team secondary sales?) operational (slides follow)
Choose Nasdaq v. NYSE
Develop outline / rough draft Due diligence / Select financial Obtain customer consents and
of key sections of S-1 printer and data room vendor shareholder lockup agreements
Once the S-1 is Filed:
▪ Respond to multiple rounds of SEC comments
▪ Market the deal (Road Show)
▪ Price the deal and commence trading
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com

5. IPO Transaction Timeline
90 Days 120 Days 25 Days
“In Registration”
Quiet Period Waiting Period
Post-Effective
- test the waters? Period
Corporate
Housekeeping
Due Diligence
Draft Prospectus
SEC Review
Respond to SEC
Road Show
Prospectus
Delivery Period
Organizational File S-1 Receive File Start S-1 effective;
Closing Distribution
Select Bankers Meeting - confidential? SEC Amendment(s) Road Price Offering Complete
Comment(s) Show
5
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com

6. GC Focus - Institutional Housekeeping:
Board & Committee Composition
6
▪ Board:
▪ Majority must be independent
▪ Liability practices, including Director & Officer insurance and indemnity
agreements
▪ Compensation review
▪ Independent chair vs. lead director
▪ Audit Committee:
▪ Three “super independent” directors (non affiliates)
▪ One “financial expert”
▪ Many required processes, and best practices
▪ Compensation Committee:
▪ At least two, but suggest three, independent directors
▪ Many required processes, and best practices (CD&A-related process)
▪ New independence requirements
▪ Nomination & Corporate Governance Committee
▪ There are phase-in allowances if necessary
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com

7. GC Focus - Operational Housekeeping:
Management & Governance
7
▪ Recapitalization / Reorganization if required
▪ Consider takeover defenses
▪ Cheap stock issues require historic valuations / Insider loans must be terminated
▪ Executive compensation processes to drive CD&A disclosures (>1 year in advance)
/ Flexible & robust equity incentive plan
▪ Indemnification agreements / D&O insurance
▪ Identify Section 16 officers; adopt authority matrix
▪ Policies, controls & procedures:
▪ Code of Business Conduct and Ethics; Corporate Governance Guidelines; Disclosure Policy; Insider
Trading Policy; 10b5-1 Trading Policy; Related Person Transaction Policy; Disclosure Controls and
Procedures; Disclosure Committee; Internal control over financial reporting (must comply with 404
as of the second post-IPO 10-K); Social Media Policy
▪ Consider need for personal tax and/or estate planning
© 2013 CRAIG NEWFIELD, GENERAL COUNSEL | 617-794-9679 | cnewfield@rcn.com