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

Michelle Knoop’s representation of companies spans the entire corporate life cycle, including pre-incorporation planning, general corporate representation and counseling, venture capital financings, secondary sales and private liquidity programs, public offerings, corporate governance, public company representation, and mergers and acquisitions. Michelle also works with venture capitalists in private stock offerings. Michelle is also involved in pro bono matters, serving as a team leader in Goodwin’s Neighborhood Business Initiative, and has been a guest presenter at the University of Missouri’s Entrepreneurship Legal Clinic. She is also a contributor to Goodwin’s Founders Workbench, an online resource for start-ups, emerging companies, and the entrepreneurial community. She has represented private companies and venture capital firms in over $6 billion worth of venture capital, strategic financings, and tender offers. Her clients include: Accel Partners, Bond Capital, DCM, Greylock Partners, Lightspeed Venture Partners, Ribbit Capital, and Silicon Valley Bank.

Jae Zhou is an associate in Goodwin’s Technology and Life Sciences groups, advising emerging technology companies in all stages of the start-up life cycle, from formation to exit. Jae has extensive experience representing start-ups, entrepreneurs, venture capital investors, and private equity firms that launch and finance new products and technologies across a broad range of sectors and providing strategic advice to founders and investors in connection with complex transactions and other corporate issues. Prior to joining Goodwin, she was a managing associate in the New York office of Orrick, Sutcliffe & Herrington LLP in New York and began her legal career in the New York office of Lowenstein Sandler LLP.

Describe your practice area and what it entails.

Michelle: I represent private technology companies throughout their life cycle as well as venture capital funds. I start representing companies at any point in their growth cycle, but I particularly love when I am able to meet with potential founders pre-formation, help them form their company, make initial hires, grant equity, raise money (through safes, convertible notes, or priced rounds), and then see their hard work pay off as they celebrate a successful exit or IPO. Seeing that journey from day one, and knowing that I played a small role in that success by helping the company navigate legal challenges and accomplish goals with practical and business-oriented solutions, is very rewarding. It is also rewarding to see the founders personally grow and develop from small company founders to public company executives or sophisticated repeat founders.

Jae: I represent private emerging growth technology companies in every stage of the corporate life cycle—from as early as pre-formation, through its day-to-day operations, each financing event, and through the eventual sale of the company or its public listing. Over the course of this long-term collaboration, I build trust with clients and learn about the client’s business and what makes them tick, all of which helps me be an advisor rather than a pedantic lawyer.

I also represent the investors who invest in these same companies. Having the experience working on both sides of the transaction provides perspective and informs my practice. My colleagues tend to share this perspective, which usually leads to collaborative transactions.

What types of clients do you represent? (Please feel free to list actual clients.)

Michelle: I work with a wide variety of start-up clients and venture fund clients! In any given day, I could be helping founders form a commercial software company, coordinating a regulatory team at Goodwin to assist a crypto client with a new regulatory change, leading a fintech client’s $100million priced round, helping a unicorn data analytics client with an employee tender offer, or advising a top-tier venture fund in an investment in an AI company, as examples. We represent all stages and types of technology companies, so I’m always encountering new product ideas and client problems.

Jae: I work with a wide variety of clients across industries and experience levels. As a minority woman, client relationships with women and minority founders are especially rewarding since those demographics face particular challenges as emerging company entrepreneurs.

What types of cases/deals do you work on? (Please feel free to share actual cases/deals.)

Michelle: Outside of formations and general advising, the majority of my deals involve helping private companies raise money or helping venture capital clients invest money into companies. For example, this year I assisted our client, Coalition, Inc., in closing its Series F preferred stock financing where the company raised over $250 million and our client, Envoy, Inc., in closing its Series C preferred stock financing where it raised over $100 million in capital. These are just a couple of the many deals that I was able to work on during the year! Additionally, I’ve assisted venture clients such as Greylock Partners and Lightspeed Venture Partners with investing money into many innovative companies.

Jae: My practice focuses on early stage companies and as a result, I lean heavily on formations and early stage financing transactions.

How did you choose this practice area?

Michelle: I was the odd kid who decided I wanted to go into business management in elementary school. As part of leaning into that interest, I joined the Future Business Leaders of America club in high school, and eventually found myself studying and competing in that organization’s business law competition. After discovering that business law added a heavy dose of reading and writing to my existing interest in practical business solutions and capitalism, I pivoted from aiming for an MBA to a JD and never looked back. While I was in law school, my now-husband started a start-up and we were pulled into the Silicon Valley start-up scene. I discovered that a Silicon Valley technology practice allowed me to collaborate with clients my own age and be fully immersed in fast-moving deals very early in my career. It was exciting then, and it’s still exciting now!

Jae: I lucked out! I started my career as a litigator and realized early on that it was not for me. Fortunately, I was able to pivot to emerging companies work in my third year of practice and found my home. A tired lawyer cliché is that we went to law school to avoid math, but it turns out I am a lawyer who loves math, which is a big part of the job.

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

Michelle: My days can vary a lot, which is wonderful. So far this week, I’ve been on calls with clients advising them on general risk management and investor relations strategy, helped negotiate a convertible note, reviewed series seed and series A preferred stock financing documents for both private companies and venture capital firms, attended a board meeting for a client, reviewed a set of formation documents, reviewed several consents for corporate actions including equity grants, and advised a client on a CEO transition. And the week isn’t even over!

Jae: ECVC transactions follow a fairly predictable cadence. On any particular day, I am speaking to clients about pending transactions and laying out the outstanding issues so they can make their own decisions based on risk appetite and leverage. In between the deal points, on any given day I can expect to advise clients on service provider relationships, regulatory compliance, commercial agreements, and corporate governance-related matters.

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

Michelle: My undergraduate degree was in business finance, and understanding the basic fundamentals of how a business operates, what financial statements are, and having a semester of Excel training has certainly helped me navigate board meetings and pro forma capitalization tables. While I was in law school there were limited corporate offerings because the bar exam was (and is) very litigation-focused, but since then I have interviewed and worked with new associates who have taken advantage of law school classes or clinics regarding securities laws, venture financings, formations, mergers, and/or initial public offerings and who initially have a better grasp on those topics than peers who have not taken those classes. So, if you are still at a point in your formal education where you can pick up classes on any of those topics, it is worth doing. However, we have attorneys with all sorts of backgrounds who are wonderful business and legal advisors! The most important trait you can bring to this practice area is a willingness to continuously learn and grow with your clients and practice.

Jae: My background is humanities. One of my favorite senior associates as a junior moonlights as a poet. That is to say, I don’t think you need any specific technical background to be a tech lawyer, though I often joke that excelling at the logic games section of the LSAT is a good barometer. But in all seriousness, the ability to think through a complex issue while keeping track of moving pieces does help you succeed. Outside of the soft skills, there is a lot of material online. Every major law firm with an ECVC practice has a dedicated section about issues relevant to start-up clients. I would recommend starting there as they are usually geared for founders (i.e., non-lawyers) and easily digestible. Having basic Excel skills doesn’t hurt either.

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

Jae: Many of our clients are first-time founders and understandably their business is their world. Advising them and talking them off of a cliff can sometimes be a challenge. Remaining cool and the voice of reason can sometimes be a challenge in this fast-paced environment.

What do you like best about your practice area?

Jae: I enjoy learning about the various businesses of my clients. As a part of this life cycle practice, I also get to learn a bit about other areas of law, such as employment, intellectual property, and tax, which are areas of interest for most of our clients. As a result, tech attorneys are well rounded and equipped to handle (or at least help navigate) any issue with the help of specialists.

What is unique about your practice area at your firm?

Jae: The early exposure to clients is unique. As early as my first month on the job, I was liaising with clients on my own. As a result, every member of the team tends to build their own unique relationship with the client or different points of contact at the client. Though there are seemingly endless amounts of new start-ups forming every day, the start-up ecosystem is very small and you can quickly develop your own brand and practice.

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

Michelle: Junior technology attorneys have the unique opportunity to work directly with our clients at the initial stages of their career! Even a first-year associate can expect to communicate directly with clients on a daily basis as well as assist in every aspect of the company’s life cycle. A junior attorney may be preparing formation documents for a new company, drafting board consents, preparing equity for a midsize company, drafting certain types of documents or updating a pro forma capitalization table for a venture financing for a late stage company, assisting with coordination and closing mechanics for a billion-dollar sale of a company, or reviewing a registration statement for the initial public offering of a company. As a junior attorney, I always enjoyed working on initial public offerings of technology clients because after public offerings I worked on, such as Snapchat, were finalized, I was able to point to headlines in the Wall Street Journal or other non-legal industry papers to show friends and family what I had worked on and dispel lingering beliefs my job involved a courtroom!

Jae: Junior lawyers would prepare formation documents, incorporate new companies, and manage minute books, corporate records, and capitalization tables. Junior attorneys can quickly become integral to a client team as they build historical knowledge and become acquainted with the company’s various legal needs.