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The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Morgan Sawchuk, Partner—Corporate (2022)

Morgan Sawchuk provides strategic counseling to emerging and high-growth technology companies ranging from newly formed startups to multibillion-dollar private companies, as well as venture capital firms and corporate venture clients. Her work spans a variety of industries and encompasses a broad range of corporate matters, including formations, compensation, venture capital financings, debt financings, mergers and acquisitions, public offerings, and corporate governance. Morgan provides her clients with practical and thoughtful advice to help them solve problems and achieve goals efficiently. 

Describe your practice area and what it entails.

I serve as trusted outside counsel to emerging growth companies, advising them from infancy through all stages of their growth cycle. The work ranges from highly complex fundraising transactions and liquidity events, to the more ordinary aspects of running a business, such as board governance, employment issues, and everything in between. It also includes a heavy dose of being a sounding board for a host of non-legal issues, from team dynamics, to fundraising strategies, to investor relations. 

What types of clients do you represent?

I work with a wide variety of clients, across numerous industries, throughout their full life cycle. My clients range from the proverbial two women launching a startup in a garage to multibillion-dollar late-stage private and public companies. My days are pretty dynamic, jumping from calls with clients like Harper Wilde, a digitally native women’s underwear brand, to aerospace companies building rocket ships, like Relativity Space and Ursa Major Technologies. Their common thread is a drive to innovate and grow. 

What types of cases/deals do you work on? 

The deals and matters that I work on are sort of a road map for the life cycle of a high-growth technology company, ranging from very early ownership structuring and fundraising, to later stage liquidity transactions. I’ve helped clients like Reddit, Carta, and Relativity Space through multiple unicorn valuation financings, advised on transformative liquidity events like Compass’s IPO or SignalFX’s sale to Splunk, and private company tender offers for a broad range of clients. The work also includes day-to-day corporate, compensation, and employment issues, and because we work with leading-edge tech companies, I’m often being asked to respond to issues of first impression and help with new and innovative matters. Right now, for example, that includes fielding lots of queries from clients about NFT and crypto strategies. 

How did you choose this practice area?

I went into law school with a hard science background in organic chemistry, thinking I would work with patents or patent policy. UC Berkeley’s law school and business school exposed me to venture law, and I fell in love with it. For this practice, you need to know the law very well; that’s the minimum requirement. But most of my mental energy is spent helping clients with problem solving, navigating complex issues, and executing on really difficult plans. In that sense, I liken it to my science background in that I had to work really hard to learn the language and the rules first, but then the really fun work is in applying those to real world issues. Being conversant in that language and those rules enables me to work with a true portfolio of clients across a range of industries and with a diversity of personalities, and that suits me. It’s a lot of fun and I’m excited to come to work every day. Or, you know, at least most days!

What is a typical day like and/or what are some common tasks you perform?

No two days are the same. I regularly start my day with a list of things I must get done or else I’m certain I’ll be fired. And then I get approximately 10% of those things done because something else unexpected and more urgent comes up. Being able to navigate the multiple work streams and stakeholder demands is a skill set in and of itself, and learning to do that in a constantly changing and moving environment is both crazy-making and exhilarating.   

On average, I’d say half of the day I’m providing one-off counseling to clients, answering questions about governance, employment, or equity issues, or about historical legal practices or documents, or discussing strategic matters related to organizational structuring, fundraising, liquidity, etc. The other half is on fast-moving, highly complex transactions. Within those things, the specific tasks range from attending and participating in board meetings, drafting, revising, and negotiating documents, excel modelling, managing client relations, and helping teams produce high-quality work product and client service. 

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Honestly, the experience that prepared me best for this job was probably waiting tables and managing a restaurant in my early 20s. Being smart, hardworking and invested in your intellectual growth are table stakes for the job. The client service aspect is often the most difficult part to learn, but also the place you can most distinguish yourself—even very early in your career. Anything that can help you develop that client service mentality—being able to read people, communicate well and navigate thorny relationship issues—will be part of your secret sauce. 

More concretely for law school students, it also helps to have a working knowledge of the big corporate tax and securities regulatory regimes for businesses, which are not especially easy to pick up on the fly. So those are absolutely worth investing in within the context of a law school classroom. Finally, I did quite a few cross-functional courses and clinics with the business school, and that gave me confidence that I could speak and understand the basic language of business when I started the job at Fenwick.  

What is the most challenging aspect of practicing in this area?

Because we provide premium legal services, clients are not coming to us with easy or straightforward problems. They come to us to solve the really hard things, execute on incredibly complex transactions, and often are asking for these things on what can feel like impossible timelines. There is never a day that feeling confident and excellent at my job comes easy. I always have to be on my game—thinking and learning and multi-tasking and prioritizing numerous different and often competing tasks and asks. It’s no small task to do all of that in a way that ensures all clients feel well-served and that their needs are being appropriately prioritized. There’s some magic to that. Not much about this type of practice is easy, and it’s what I love about it, too. 

What are some typical tasks that a junior lawyer would perform in this practice area? 

It depends on where you practice, but I love telling the story of my first day at Fenwick to illustrate the answer to this question. In the first hours of my first day, I was meeting with a client by myself to help them execute a formation. They had shown up at the wrong office, and I was asked to step in and meet with them live to finish off executing their formation documents in person (back in the days when in-person signing of docs was a thing—I’m dating myself here!). Of course, now that’s something I could do in my sleep, but on my first day it felt exhilarating and terrifying. That’s emblematic of Fenwick, and especially of our startup practice. Of course, our junior associates will have to do the traditional tasks that are sometimes viewed as more mundane, like reviewing diligence materials in a financing or M&A transaction, preparing and managing voting analysis and signature matrixes to ensure all t’s have been crossed and i's dotted when we are closing a transaction. But they will never be stuck behind the scenes. We manage the practice with relatively thin staffing on our teams, and junior lawyers are asked to have an ownership mentality from very early on and are empowered with visibility into why things matter to clients and how pieces fit into the bigger picture, so they can connect their essential role in the team to the client’s needs.  

What are some typical career paths for lawyers in this practice area?

For a corporate transaction practice, especially at a place like Fenwick, which works at the center of the technology industry in Silicon Valley and San Francisco, and tech hubs like Seattle, New York, and Santa Monica, there really are endless opportunities. I have great friends and colleagues who have gone in-house in all kinds of roles—on larger corporate legal teams, leading M&A practices, or as more traditional general counsel. Some moved entirely to the business side, doing product work, corporate development work, or investment work. And there are countless examples of people who have left to launch their own companies, or to write a book, start a restaurant, or become professors. This isn’t a job you float through for decades. Working in a law firm, you learn quickly who you are and who you want to be. It’s pretty empowering to figure that out. 

What has been the most surprising aspect of dealmaking to you?

There are not enough women. Period. But the ones who are involved are excellent and are working to open the doors and create opportunities. I’m enthusiastic about how much this is going to change in the years to come!