Very few people have their elevator speech down pat like Sterling Miller, general counsel of Sabre Corporation in Dallas. “I am in charge of all things legal and compliance-related for a $3 billion technology company—that’s my pitch,” Miller says. Although on the surface it’s true, it belies the full extent of his responsibilities.
As executive vice president and corporate secretary in addition to general counsel, Miller is charged with guiding Sabre’s 10,000 employees around the world through the company’s second IPO in 14 years. The last being when American Airlines spun Sabre off as a separate, publicly held firm in 2000; although he was with the company already, his involvement in that deal was, as he describes it, tangential.
General counsel since 2008, Miller is shepherding Sabre’s transformation back to a public entity in a working environment that has significantly changed since the company was purchased by a consortium of private equity firms in 2007. “And this time,” he says, “I have been in the eye of the hurricane.”
The biggest change has been the level of scrutiny with disclosure obligations and the burden that it puts on the company and its employees. Also, Sabre’s business has grown and diversified with new lines of business and revenue. With that growth, complexities arise in how to encapsulate the new businesses in a prospectus that presents Sabre thoroughly and accurately while identifying all of the risks and mandated disclosures to investors. “The sheer amount of effort that it takes to get a company public, certainly in this current environment, is something that people told me was going to be a hard job,” Miller says, “but I don’t think that anybody can really describe it until they’ve been through it.”
So, how does one prepare 10,000 employees for such a profound change? A number of in-house attorneys have been brought fully into the loop to answer questions and watch for trouble spots. The entire legal department—33 people, of which 20 are lawyers and the rest support staff, spread between Dallas, London, and Washington, DC—have been drilled on the importance of taking ownership in the process. “Don’t just set back and assume that some aspect of the process is someone else’s job,” Miller says.
Company-wide, employees are being trained and educated on the obligations of doing business as a publicly traded firm. One of the biggest issues in this realm is accidental insider training; Miller and his team have put a particular emphasis around these issues by working on changing employees’ mind-sets about confidentiality obligations and what can happen, to both them and the company, if someone trips up on any of those issues.
As part of the IPO, Miller has marshaled the efforts of other internal organizations, such as investor relations and corporate communications, to coordinate with each other and avoid working in silos. He’s brought on an experienced securities law lawyer with top-level understanding and knowledge of securities law, compliance, and governance matters.
Educating the board on the coming change is a top priority because board members need to know all the details and the differences in how day-to-day business will be conducted and what makes it different from daily routines in the past. In all of this, working closely with Sabre’s outside counsel has been a huge help, “And not being afraid to ask just really basic questions,” Miller says.
Communicating the process and complexities of this change is an organized, structured, and carefully crafted undertaking with many tactics—the first being email, what Miller says is a lawyer’s best friend and worst enemy. Communications around the new responsibilities are crafted to a very narrow and small group of people. Then his team works with communications on numerous company-wide emails detailing the new information, but the trick is figuring out how to retain readers because those emails are incredibly important.
“We try to just focus on one point at a time,” Miller says. “It’s important to remember that if we have two or three points to make in an email, then it goes on too long and people are going to tune it out. You want your email to never go ‘below the fold’. They should be able read the whole thing just by looking at their screen. That’s our goal.”
The company’s disclosure control committee meets once a month, sometimes more, where information from different parts of the company—legal, corporate communications, finance, audit, etc.—is assessed, discussed, and, if necessary, acted upon. “Surveys and questionnaires are distributed several layers down in the company starting at the top, asking ‘Are you aware of X? Have you seen Y? Do you know of any of this or that?’ generally tied into Sarbanes-Oxley compliance, general governance, or other compliance issues,” Miller says. “We get a lot of information that way.”
Miller is also developing a securities law boot camp for the senior management team, offering a “here’s everything you need to know, here’s who you can ask if you have questions, here’s a booklet where you can look at things for yourself if you need to” guide for the company. “We think that’s going to be a great tool—a great learning opportunity for a good number of employees who are going to be dealing with this on a day-to-day basis,” Miller says.
Further enhancing employee information dissemination, Miller and his team are establishing a compliance hotline and website that has been translated into multiple languages, where employees anywhere in the world can raise a concern, address an issue, or ask questions. And finally, partnering with LRN, a training firm that develops modules around ethics, compliance, securities law, and insider trading, allows Sabre to disseminate information to employee groups as appropriate. “We track it, we follow up with it, make sure that everyone is taking what they need to take,” Miller says. “Between all of those things we think that we are off to a pretty good start.” And that, is how it’s done.
