Shareholder Representative Services (SRS) Relieves Venture Capitalist of the Stockholder Representative Headache

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Thu Feb 19, 2009 10:01am EST

Former Shareholders of Era Systems Name SRS as Their New Representative in
Merger With SRA International
SAN FRANCISCO--(Business Wire)--
Being the representative of the shareholders who sold a venture-backed company
to a big corporation is a lot of work - even if the merger goes flawlessly.
Venture capitalist Jonathan Perl with Boulder Ventures knows firsthand - he has
been a shareholder representative before, and recently signed up to do it again,
in the merger of Era Systems Corporation, which was acquired in 2008 by SRA
International (NYSE:SRX). 

This time, Perl thought better of his decision and turned the job over to
Shareholder Representative Services (SRS), the professional choice for managing
the post-closing escrow period after a merger. 

"Typically, SRS is named to represent the selling shareholders prior to the
execution of the merger agreement," said Mark Vogel, Managing Director of SRS.
"In this case, however, SRS was brought in to represent the selling shareholders
a full five months after the merger was completed." 

In its role as successor shareholder representative, SRS will now professionally
manage the post-closing escrow process on behalf of the former shareholders of
Era Systems. This includes handling possible claims by SRA International related
to working capital disputes, earnouts, or breaches of representations or
warranties; communicating with escrow agents and other parties to the
transaction; and resolving other matters that may arise. 

Perl said that he was thrilled that SRS was available to step in. "I originally
agreed to be shareholder rep over the summer when we signed the merger
agreement, but at the time, I was not focused on the energy and time required to
be an effective rep," said Perl. "After the merger closed, I quickly realized
that having a team of professionals dedicated to managing issues related to the
escrow and reporting back to all shareholders on a regular basis was better for
the shareholders and better for me and there was no reason not to turn the job
over to SRS." 

Like many other venture capitalists, Perl learned of SRS`s unique service as a
shareholder in another M&A transaction, HP`s 2008 acquisition of LeftHand
Networks. "I hadn`t thought about outsourcing the Era Systems job until the
LeftHand deal. But when I saw what SRS does and spoke to them, I got religion,"
said Perl. 

About Shareholder Representative Services (SRS)

Shareholder Representative Services saves venture capitalists time and money
during the escrow period following the sale or acquisition of one of their
portfolio companies. SRS has more experience managing the post-closing escrow
period than anyone else: since 2007, SRS has represented more than 200 venture
capital firms and managed the escrow period in more than 29 venture-backed M&A
deals valued at over $4 billion. Venture capitalists who have used SRS say that
hiring SRS to manage the post-closing escrow period is the smart thing to do,
because being the shareholder representative involves real responsibilities and
risk, including the possibility of personal legal liability for individuals who
take on this role. More information: www.shareholderrep.com





Jon Greer Consulting
Jon Greer, 510-547-7123 



Copyright Business Wire 2009

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