In the past few weeks, I’ve met two corporate paralegals who have been using our product, Corporate Focus, to track minute book and capitalization information for many years. Because they’re each tracking upwards of 1,000 client companies for their firms, they keep pretty busy.
We estimate that paralegals like these have tracked more than 1 million stock certificates for privately-held companies in our system over the past decade. But despite the obvious improvements in efficiency that Corporate Focus has made possible, I still have one small pet peeve: The amount of time, energy and client fees that are wasted on stock certificate printing. And in the current environment where legal staffs are smaller and clients are going over outside counsel bills with a fine-tooth comb, every minute counts.
So when these paralegals told me that each stock certificate they print for a new company uses a "blank" stock certificate form instead of a "pre-printed" stock certificate form, it made me realize that law firms can make small changes that yield big benefits for everyone involved. It may seem like a minor thing—the difference between a stock certificate that just has a border (or standard eagle design) as compared to one that also has pre-printed text and lines. But, when you're the one responsible for printing hundreds or even thousands of certificates each year under the pressure of a deal closing or a FedEx pick up, it matters. Because if the partner or client notices that the numeric text is crooked or misspelled on the certificate for 255,715 shares for which the investor just paid $2.5 million, everything just comes to a screeching halt.
With different printer drivers, assorted printer models, and varying cuts on every printed batch, there is just no way to make every single stock certificate identical. The only way to get it right without wasting precious time is by printing to a blank stock certificate form. With a blank form, there is no need to coordinate names and numeric text with pre-printed lines, because you print the lines and text simultaneously with the stockholder information.
As one paralegal told me, when you've completed your 25-to-1 reverse stock split in Corporate Focus and all the numbers come out right, you don't want to spend extra hours printing the 200-300 stock certificates that now need to be re-issued. She also told me that at their firm, they no longer adopt a specific form of stock certificate in the by-laws or minutes when they are forming a new company. That means that if they need to change the form to a new style for cost or efficiency reasons, there is no extra legal action required that creates unnecessary legal work or fees. Talk about great client focus.
Now, if you think this is just minutiae that lawyers and paralegals obsess about in their spare time, imagine the next time you have to mark down a legal bill because it took two hours to print 26 common stock certificates (making you late for dinner and behind on your more important legal work). Wouldn't the client have been much happier if they'd been billed merely 20 minutes to "just print a few certificates," as they see it?
Then, take another look at the difference between the "border only" certificates, the "blank eagle" certificates, and the dreaded "pre-printed" forms of the same. These are all available from any stock certificate printer (such as Goes Lithograph or Corpex). It's just a matter of choosing how efficient and productive you want to be—for yourself, and for your clients.