Sharon Zezima, General Counsel, GoPro Inc discusses the in’s and out’s of successfully leading a legal team through IPO success.
At your past role, you led Marketo through its IPO, and you also recently led Go Pro Inc. throughout the process of going public as well. What lessons did you learn as a legal executive throughout this process?
There are so many things I learned. And even having done the first IPO with Marketo, I still learned a ton with Gopro’s IPO since every deal has its own nuances. That being said, there are a few commonalities I would point out. First, doing an IPO as General Counsel requires managing a lot of work streams simultaneously (diligence, S-1, board action items, D&O’s, lockups, equity matters, etc), so project management skills and tools are key. Second, be sure you have certain basic infrastructure (e.g., contract process) and compliance items (e.g., export control) in order. It could complicate diligence if you don’t. Of course, the company also needs to have good finance processes so it can begin reporting quarterly after the IPO, and that is really the most critical foundation item.
Lastly, at both Marketo and GoPro, it was fascinating being part of the drafting of the Business section for the S-1 registration statement. This is often the first time business leaders, with help of the bankers and lawyers, will define the business, strategy and addressable market for the company and its products, and being on the ground floor for this is invaluable in understanding where the business has been and where it’s going. The messaging in this section will carry through to various public and investor communications post-IPO.
What major challenges did you face with regards to managing a legal team throughout this process? How has your role changed since the IPO, and how has your team evolved?
It is good if you can get some resources in place prior to starting the IPO process, including a good senior attorney to help manage the non-IPO legal work so you can focus adequately on the IPO and a good corporate and securities paralegal who can be a utility player through the IPO (D&O questionnaires, diligence, etc) and beyond. I was able to hire those roles and a few others, fortunately. While hiring takes precious time, it is well worth the investment when people can get up an running and adding value sooner rather than later. I have been building a team to match the core business needs and then strategically filling gaps. In fact, early on in my tenure at GoPro, I created a 12-18 month resource plan, which I continue to implement and tweak as needs evolve.
“I need to be sure my growing legal team is cognizant of the authentic culture and understands how it can be imbued in our work.”
How does being part of a rapidly expanding organization like GoPro influence the culture of your team and the organization as a whole?
It is definitely one of our Company’s challenges to keep the culture intact as we rapidly hire people. At the heart of GoPro’s culture is authenticity, and this is what has made it successful with its customers and its employees. We are authentic to the ski culture, surf culture, etc., and the early employees built the Company through those authentic connections. The Company is putting a lot of effort into retaining these roots and adding to them in positive ways. I need to be sure my growing legal team is cognizant of the authentic culture and understands how it can be imbued in our work. While retaining the culture is one challenge of a growing company, the flip side is there are many opportunities for career development and growth, including in our legal department.
What is some advice you’d give to other GCs with regards to building an exceptional legal team? What skills & experience do you look for when interviewing candidates?
As noted above, it’s very helpful to create a resource plan around the company’s core business (with reference to benchmarks and also your own budget constraints) and re-assess it every 3-6 months. As to my approach to hiring exceptional people, the two qualities that I look for above all others when I am hiring people for the legal team are (1) that the candidate is someone who holds him/herself to a higher standard than anyone else would hold them to, and (2) that she/he is someone that people in the legal team and outside of it would really like working with. I am constantly looking for great talent, even if I might not have a spot for them yet. I may someday, or perhaps they can lead me to other great candidates. It helps that I go to a fair amount of events and have 1:1 lunches when I can.
You co-founded The Salonnieres, a social organization that brings together accomplished, professional women, and you’ve also served on the Board for Women’s Initiative, a nonprofit that helps low income women develop entrepreneurial skills. What inspired you to get involved in these initiatives? What is your advice to other women looking to follow your footsteps and succeed in the legal and startup spaces?
I went to Smith College, which is a women’s college in Massachusetts, and that fostered in me a sense of female empowerment and a desire to help other women achieve that. Both Salonnieres and Women’s Initiative are ways of doing that. I also coached a group of high school girls on how to effect social change for the nonprofit Girls for a Change.
It’s hard to give advice that applies to everyone across the board, and I often like to know what someone’s interests, skills and goals are before I’d offer perspective on how they might achieve their goals. That being said, it helps to always strive to be excellent in what you do, market your results (which you should have if you do the former), and always be interested in learning and in finding opportunities to do new things. Lastly, prepare for every interview to the nth degree– you really can’t be too prepared in my view.
Sharon Zezima has spent the last 20 years advising media and technology companies across a broad range of legal areas, including commercial transactions, intellectual property, corporate governance, securities, M&A, employment and litigation. She is the General Counsel and Secretary of GoPro, Inc., the maker of wearable and mountable cameras and accessories and enabler of compelling, immersive content, where she helped the Company prepare for and execute its initial public offering in 2014. Previously, Sharon served as Vice President and General Counsel for Marketo, Inc., a SaaS marketing software company, where she built the legal department and helped take the company public. Prior to Marketo, Sharon was Vice President and Deputy General Counsel for Electronic Arts Inc. (EA), where she oversaw all areas of global legal support for EA’s mobile and social games division as well as the worldwide publishing and platform organizations. Prior to her work at EA, Sharon was a partner at Schachter, Kristoff, Orenstein and Berkowitz. She began her legal career at the Orrick law firm in San Francisco. Sharon holds a degree in American Studies from Smith College and a law degree from the University of Chicago.