Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Entity Management In Real Time
With over 30 years of experience in the legal field, and in my current role as Assistant Corporate Secretary with Rayonier (which is organized as a REIT (Real Estate Investment Trust)), I have seen the scope of work for the Office of the Corporate Secretary broaden over time ' from a strictly board and legal focus, to now include corporate governance activities and related administration. My primary responsibilities include assisting the Corporate Secretary with oversight of insider trading, SEC and NYSE compliance, preparing Board of Directors and committee materials and annual disclosure documents, and also acting as liaison between management and the board. I have additional accountability for monitoring and updating information gathered on various corporate governance databases, supervision of subsidiaries with respect to filings, annual reports, and management of the subsidiary data base, as well as the annual shareholders' meeting.
Automating Record-Keeping
As my responsibilities have evolved, so too have the tools and technologies that I use. Originally, all subsidiary data was paper-based and centrally located at our headquarters. Think about large white notebooks filled with subsidiary data sheets. Each had to be manually updated every time information on an entity was modified, and then reproduced for the other 20 or so notebooks that needed to be kept up-to-date throughout the company. This required me to spend at least 25% of my time going through these books to obtain information, as well as to keep it current.
Eight years ago, Rayonier decided to automate our entity management. After a full evaluation of the solutions available on the market, we chose CT Corporation's hCue Entity Management System. CT Corporation took our hard copy paper records, manually converted them to electronic format, and uploaded our data in the system. They worked closely with us to ensure that all of our data was appropriately entered in the system. CT also performed a record audit before we went live, verifying with each jurisdiction that all of the records were correct and up-to-date. This enabled us to start using the system with confidence in the accuracy of the data.
Not only did this system standardize recordkeeping, but, as a Web-based application, it also meant information could be accessed from any PC, anywhere, anytime. This was a great benefit to me, as the one constant in my typical day is the need for instant real-time access to subsidiary and related data
documents.
Improved Efficiency
Moving to hCue also improved our efficiency in many ways. For example, I can quickly globally retire and replace a director across our entities in one step, and do not have to update each record individually. The system also automates record updates, integrating our entity data from CT Corporation transactions with hCue. This allows me to quickly view and approve updates, eliminating the need for manual data re-entry. hCue's e-mail alert capability notifies us proactively before our annual report filings are due so that we file on time and stay in compliance. And we can very quickly generate organizational charts for any entities when requested.
Using iPads
In 2011, Rayonier deployed iPads to the Board of Directors, key members of senior management and the Corporate Secretary department. While my laptop provides me with the ability to take work outside of my desk, a tablet provided a lighter alternative to the laptop. Once again, I noticed a change in my role. I was more frequently absent from my desk, but found that I still needed the laptop to access information related to entity management. I was pleased to learn that CT Corporation had developed an iPad-optimized version of its hCue product. In late 2011, as part of the hCue Early Access Program, I was able to explore the new application even before it was formally launched.
I use the same secure credentials to log into hCue from my tablet, making use of the iPad easy while remaining a secure solution. Having access to a business application from my iPad has been very useful in supporting my real-time data needs. It allows me to quickly and effectively respond to requests for information related to basic entity data or subsidiary-related documents. And the improvements to the hCue application keep getting better. For example, in May, the application gave me the ability to run, access and upload reports, such as the corporate summary report.
With multiple locations across and outside of the US, it was not unusual for me to receive off-hour requests for information about a subsidiary. Whether at home, or on business or personal travel, I am now able to quickly review documents as needed and take action. Previously, I always had to travel with a laptop to stay in touch. Now, I can just take my iPad, which is much lighter, easier to travel with and can be powered up instantly.
I am increasingly using my iPad at my work location as well. Even though I have my laptop, I have found that many times it is quicker and easier to access hCue information via my iPad. I use it for committee meetings, board meetings, and any other times where I need to record notes.
Conclusion
One thing that is clear is that as technology moves forward, I will continue to look for ways to leverage the application to maximize my effectiveness in my constantly changing role. I plan to leverage the application to store annual meeting information, and I look forward to storing additional information like signature blocks, which is an increasingly important area for real-time data access.
As more departments within Rayonier deploy iPads, the hCue application will be useful for those that require access to entity information and related documents. We have found that the amount of training for effectively using the iPad in the workplace is minimal. Generally, it only takes a very small amount of training, and people are quickly productive with it.
In summary, the hCue application allows me to more easily and quickly stay on top of subsidiary structure changes, and provides me instant access to research in real time. As governance and related management requirements increase, hCue will continue to help me stay on top of subsidiary management and related compliance issues.
Brenda Davis is the assistant corporate secretary at Rayonier, an international forest products company with three core businesses: forest resources, real estate and performance fibers. She can be reached at [email protected].
With over 30 years of experience in the legal field, and in my current role as Assistant Corporate Secretary with Rayonier (which is organized as a REIT (Real Estate Investment Trust)), I have seen the scope of work for the Office of the Corporate Secretary broaden over time ' from a strictly board and legal focus, to now include corporate governance activities and related administration. My primary responsibilities include assisting the Corporate Secretary with oversight of insider trading, SEC and NYSE compliance, preparing Board of Directors and committee materials and annual disclosure documents, and also acting as liaison between management and the board. I have additional accountability for monitoring and updating information gathered on various corporate governance databases, supervision of subsidiaries with respect to filings, annual reports, and management of the subsidiary data base, as well as the annual shareholders' meeting.
Automating Record-Keeping
As my responsibilities have evolved, so too have the tools and technologies that I use. Originally, all subsidiary data was paper-based and centrally located at our headquarters. Think about large white notebooks filled with subsidiary data sheets. Each had to be manually updated every time information on an entity was modified, and then reproduced for the other 20 or so notebooks that needed to be kept up-to-date throughout the company. This required me to spend at least 25% of my time going through these books to obtain information, as well as to keep it current.
Eight years ago, Rayonier decided to automate our entity management. After a full evaluation of the solutions available on the market, we chose CT Corporation's hCue Entity Management System. CT Corporation took our hard copy paper records, manually converted them to electronic format, and uploaded our data in the system. They worked closely with us to ensure that all of our data was appropriately entered in the system. CT also performed a record audit before we went live, verifying with each jurisdiction that all of the records were correct and up-to-date. This enabled us to start using the system with confidence in the accuracy of the data.
Not only did this system standardize recordkeeping, but, as a Web-based application, it also meant information could be accessed from any PC, anywhere, anytime. This was a great benefit to me, as the one constant in my typical day is the need for instant real-time access to subsidiary and related data
documents.
Improved Efficiency
Moving to hCue also improved our efficiency in many ways. For example, I can quickly globally retire and replace a director across our entities in one step, and do not have to update each record individually. The system also automates record updates, integrating our entity data from CT Corporation transactions with hCue. This allows me to quickly view and approve updates, eliminating the need for manual data re-entry. hCue's e-mail alert capability notifies us proactively before our annual report filings are due so that we file on time and stay in compliance. And we can very quickly generate organizational charts for any entities when requested.
Using iPads
In 2011, Rayonier deployed iPads to the Board of Directors, key members of senior management and the Corporate Secretary department. While my laptop provides me with the ability to take work outside of my desk, a tablet provided a lighter alternative to the laptop. Once again, I noticed a change in my role. I was more frequently absent from my desk, but found that I still needed the laptop to access information related to entity management. I was pleased to learn that CT Corporation had developed an iPad-optimized version of its hCue product. In late 2011, as part of the hCue Early Access Program, I was able to explore the new application even before it was formally launched.
I use the same secure credentials to log into hCue from my tablet, making use of the iPad easy while remaining a secure solution. Having access to a business application from my iPad has been very useful in supporting my real-time data needs. It allows me to quickly and effectively respond to requests for information related to basic entity data or subsidiary-related documents. And the improvements to the hCue application keep getting better. For example, in May, the application gave me the ability to run, access and upload reports, such as the corporate summary report.
With multiple locations across and outside of the US, it was not unusual for me to receive off-hour requests for information about a subsidiary. Whether at home, or on business or personal travel, I am now able to quickly review documents as needed and take action. Previously, I always had to travel with a laptop to stay in touch. Now, I can just take my iPad, which is much lighter, easier to travel with and can be powered up instantly.
I am increasingly using my iPad at my work location as well. Even though I have my laptop, I have found that many times it is quicker and easier to access hCue information via my iPad. I use it for committee meetings, board meetings, and any other times where I need to record notes.
Conclusion
One thing that is clear is that as technology moves forward, I will continue to look for ways to leverage the application to maximize my effectiveness in my constantly changing role. I plan to leverage the application to store annual meeting information, and I look forward to storing additional information like signature blocks, which is an increasingly important area for real-time data access.
As more departments within Rayonier deploy iPads, the hCue application will be useful for those that require access to entity information and related documents. We have found that the amount of training for effectively using the iPad in the workplace is minimal. Generally, it only takes a very small amount of training, and people are quickly productive with it.
In summary, the hCue application allows me to more easily and quickly stay on top of subsidiary structure changes, and provides me instant access to research in real time. As governance and related management requirements increase, hCue will continue to help me stay on top of subsidiary management and related compliance issues.
Brenda Davis is the assistant corporate secretary at Rayonier, an international forest products company with three core businesses: forest resources, real estate and performance fibers. She can be reached at [email protected].
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.