The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Laurie Bauer is a co-founder of Cooley’s Chicago office and the co-head of the Chicago corporate group. Her practice focuses on the representation of emerging and growth-stage companies and the investors who support them. She advises clients on a range of venture-backed private financings and counsels companies at all stages of growth. Laurie’s experience includes advising public and private companies on mergers and acquisitions, securities offerings, U.S. Securities and Exchange Commission (SEC) reporting and compliance, and governance matters.
Jacob Hanna practices general corporate and securities law. He represents private and public companies in a range of industries, as well as investors and underwriters. His practice includes entity formation and organization, governance matters, venture capital and other private financings, capital markets transactions, SEC reporting and compliance, and mergers and acquisitions.
Describe your practice area and what it entails.
Laurie: My formal practice area is emerging companies and venture capital. This means I help entrepreneurs form and organize their companies to start successfully; anticipate and manage legal issues as they grow and scale; help with fundraising and issuing equity to employees and others; and generally manage day-to-day legal questions. I also work on venture financing transactions of all kinds for investors who look to support these companies, and mergers and acquisitions and IPO preparedness for later-stage private companies.
Jacob: My practice as a general corporate associate at Cooley includes emerging companies and venture capital work, as well as public companies, capital markets, and mergers and acquisitions work.
What types of clients do you represent?
Laurie: I represent companies and investors. My company clients range from newly formed startups to later-stage, pre-IPO companies—and all stages in between. My clients are in a variety of industries, including cleantech, healthcare and life sciences, education, fintech, agriculture and foodtech, and many more. My investor clients are generally venture capital firms, family offices or other funds looking to invest in high-growth companies.
Jacob: I represent an array of clients across multiple sectors and at varying stages of growth, including earlier-stage clients such as Ethic and Vouch, investor clients such as Temasek and Salesforce Ventures, and public company clients such as Allbirds and Stitch Fix.
What types of cases/deals do you work on?
Laurie: As noted above, I primarily work on venture financings, ranging from pre-seed convertible notes and Simple Agreements for Future Equity (SAFEs) to priced equity rounds to pre-IPO financings. I also work on a smattering of other transactions, including company sales or acquisitions and general corporate structuring.
Jacob: Because my practice is broad and covers a wide array of clients, I get to tackle a diverse set of deals and other corporate matters, from very early-stage incorporation and day-to-day advice for a startup to later-stage private company transactions, as well as big and small M&A deals, IPOs, and other equity and convertible debt offerings.
How did you choose this practice area?
Laurie: My experience as a young lawyer covered a broad range of transactions, including IPOs and other capital markets experience, private equity financings, M&A and general company representation. As the venture market grew in Chicago and the broader Midwest, I began to support these clients and transactions as well. I loved the fast pace and ability to connect directly with founders and management teams. Eventually my practice became entirely focused on this work.
Jacob: I was fortunate enough to be part of Cooley’s 1L Diversity Fellowship, which introduced me to the firm and its general corporate practice group, including a thriving emerging companies and venture capital practice. I chose to stay at Cooley because of the unique mix of clients and deals across my practice area, as well as the firm’s collaborative culture.
What is a typical day like and/or what are some common tasks you perform?
Laurie: I spend a large part of every day on the phone or in Zoom meetings with clients and colleagues. Associates and members of other Cooley practice groups play an active role in all of my matters, so these calls often are with my teams. I will also spend a part of any given day communicating via email or reviewing financing documents. I also attend board meetings for several clients, which is a great way to stay connected and help provide counsel for any upcoming transactions or other events.
Jacob: I’m a sixth-year associate. Given my level, I spend a lot of my day in meetings or on calls with clients or opposing counsel discussing deals and negotiating terms, reviewing and commenting on drafts from more junior associates on my teams, managing upward to the partners and more senior associates on my teams, and—in between all of that—finding time to do my own work! Common tasks include reviewing and commenting on draft documents prepared by others, drafting financing documents, reviewing and preparing SEC disclosures, mentoring and coaching more junior associates, and doing my best to “manage” clients.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Laurie: Take general corporate classes, securities law and tax. It’s important to have the ability to get to the key issues and provide succinct advice to clients who have a thousand things on their plates every day, so if you can get experience in a clinic that is great. The nuts and bolts, however, will also be learned once you join our practice group at Cooley. As such, I think taking classes that interest you, enjoying law school and doing well there should be the focus for any law student.
Jacob: In my view, much of the substance of being a good ECVC attorney can be learned on the job. Having strong written and verbal communication skills, as well as high emotional intelligence, will be incredibly helpful to your success as an ECVC attorney—so any time spent on those skills is a good investment!
What do you like best about your practice area?
Laurie: No day is the same as the one before it. While we have to learn to manage lots of competing demands, it means that every day brings new questions and the chance to work with lots of different people. I love that a typical day may include talking to an entrepreneur about issues arising from forming a company and ensuring a foundational IP license is in place, a call with a partner at a venture capital firm regarding open issues on a set of financing documents, and a meeting with a GC at a company client regarding a merger agreement for a company they are looking at acquiring.
I also enjoy the opportunities this practice brings to form relationships with founders and other business leaders within our client organizations. We try to serve as a legal partner, not just an outside lawyer, and to help provide advice and strategy over time. It is rewarding to see our clients hit milestones and achieve success, and to feel as if I have played a small part in making that path easier for them.
Finally, the entrepreneurial community is one of the most welcoming and enthusiastic in Chicago. I love that my job includes being involved in various community initiatives here and in the broader Midwest and looking to grow the pie for everyone.
Jacob: I love being able to develop strong relationships with clients—especially when I work with a founder from day one and help them grow their business and navigate important milestones in the company’s life. Those relationships are very special and a wonderful part of my practice!
What is unique about your practice area at your firm?
Laurie: Working with entrepreneurs and venture investors is in Cooley’s DNA. As a core practice group, we are set up to continually better serve our clients and create great opportunities for associates to learn, lead and thrive. We are at the forefront of legal tech and creating efficiencies for our clients, while ensuring we stay focused on the key legal issues they face.
What are some typical tasks that a junior lawyer would perform in this practice area?
Laurie: I love putting junior lawyers out front and encouraging them to create lasting relationships with clients. In my view, associates should have as much autonomy and responsibility as they have demonstrated a desire and ability to take on. Our clients also love that they have two trusted touch points within Cooley if they need to reach us. Some specific tasks would be to take a first cut at preparing corporate and financing documents and issues lists and corresponding with opposing counsel and with our clients. While I or another senior lawyer will always supervise, the best way to learn is by doing, so helping out with execution of a deal is one of the best early things junior lawyers can do.
Jacob: Junior associates in ECVC can expect to spend time drafting ancillaries for a financing, conducting legal due diligence, drafting disclosure schedules, and assisting with corporate governance matters like board meeting minutes or board or stockholder consents. In addition, they can expect to very quickly be asked to take on more responsibility—including leading smaller financings with a partner or senior associate supervising, talking and emailing with clients directly about day-to-day legal matters or new incoming requests, etc.
How is it different working with entrepreneurs in contrast to large corporate clients?
Jacob: Often, larger clients have in-house counsel, which means outside counsel are normally interfacing with in-house counsel as our primary point of contact at the client, while in-house counsel are fielding more of the day-to-day legal questions from the business. By contrast, working with entrepreneurs generally means there is no in-house counsel—so we are the frontline of defense for helping the founder navigate legal and business challenges. It also means we have to learn how to communicate effectively with non-lawyers who may have a range of familiarity and experience with legal or financial matters as they relate to various deals or contracts that startups tackle with our help. As counsel to startups, we also have to help clients prioritize how to spend their limited legal budget.