The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jason Goldfarb advises companies throughout their corporate life cycle. He works with clients in a wide range of matters, including company formation; seed, venture capital, and growth equity financings; M&A; public offerings; capital markets transactions; and SEC compliance. His representations span a variety of industries, including digital media, 3D printing, fantasy sports, cannabis, beverage, digital currency, non-fungible tokens and blockchain, fintech, proptech, healthcare tech, mobile applications, enterprise software, and biotech. Jason also works with venture capital investors, advising them on structuring and executing their investment transactions.
Giselle Rivers provides strategic counsel to high-growth companies and their investors. She represents clients across a broad range of industries including software, media and entertainment, consumer products, AI, fintech, and digital health. Giselle advises companies in connection with financings, governance matters, strategic partnerships, entity formation, M&A, and securities offerings. Giselle also regularly represents venture capital and other institutional investors in connection with their investments and acquisitions.
Describe your practice area and what it entails.
Goodwin’s emerging company and venture capital technology practice represents companies and investors throughout their corporate life cycle. This includes helping startups with their formation and initial structuring, fundraising, M&A or initial public offering exit events, and public company reporting. As day-to-day outside counsel, Goodwin lawyers provide strategic counsel on general legal and business issues and help facilitate work streams that require specialist input.
What types of clients do you represent?
Today, technology enables just about every facet of life, meaning any company can be considered a technology company. Goodwin works with companies across a wide range of industries such as AI, cybersecurity, fintech, gambling and fantasy sports, healthcare, manufacturing, and SaaS! The common theme among all our clients is that they are innovators working to solve problems and disrupt industries.
What types of cases/deals do you work on?
Giselle: The most frequent type of transactions I work on are financing transactions for companies that are raising capital through the issuance of securities and venture funds that are making investments. I also represent companies in their liquidity events. Although these transactions are a significant portion of what I work on, an equal portion of my practice focuses on guiding and advising clients on their ongoing legal needs.
Jason: I most frequently work on venture capital financings, M&A transactions, and public offerings.
How did you choose this practice area?
Giselle: I worked in the entertainment industry and at startups before law school, and I knew I wanted to focus on a practice area where creativity and innovation would be at the forefront. When I started practicing, I found the energy of the entrepreneurs to be contagious and knew this was the right practice area for me. I also find the work engaging. The clients that I work with are constantly facing novel business and legal issues that I help them navigate, which means I get to consistently learn and evolve my practice.
Jason: I worked at a startup during the summer after my 1L and loved the idea of being a lawyer for these types of companies, helping entrepreneurs tackle big challenges and build something from scratch.
What is a “typical” day like and/or what are some common tasks you perform?
Giselle: One of the most invigorating aspects of collaborating with entrepreneurs is that every day is completely different. Working with numerous companies across a variety of stages and industries means advising clients on a wide range of legal issues with varying levels of urgency and complexity. Some days are spent in board meetings, some reviewing and negotiating deal documents, and some on back-to-back calls. Every day has surprises. I am often the first call when an issue arises for a client. Some issues require a technical legal answer, and other times, the client just needs practical advice or a thought partner to talk through an issue. Most days I am also meeting with potential new clients and with my team focused on recruiting, training, and mentoring. Needless to say, the job is never boring or routine.
Jason: No day is the same, which is part of what I enjoy most about this practice area. I spend a lot of time on calls with clients working through questions and challenges, discussing legal as well as business issues. On any given day, I could be drafting or negotiating an agreement for a founder of a newly formed startup, a venture capital financing for a late-stage private company, or an SEC reporting document for a public company.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Giselle: Law school provides an incredible opportunity to push your boundaries and learn to think differently. More than focusing on any specific substantive area, I recommend taking courses that interest you or professors that you are eager to learn from. The more you commit to and engage with the subject matter, your professors, and your classmates, the more long lasting and meaningful your leanings will be. You will absorb much of the substantive knowledge you need for any practice area on the job, and that knowledge will be constantly evolving, but the analytical skills and discipline you learn in law school will continue to serve as a foundation throughout your career. One exception—if you want to practice corporate law, take a course that will give you a basic understanding of financial statements and Excel (you will thank me later!).
Jason: Any class that touches on business skills or concepts would be helpful. Clinics or internships that provide the opportunity to get real work experience, particularly working with early-stage companies, is also beneficial.
What do you like best about your practice area?
No two days are the same! Working with entrepreneurs and investors involves an ever-changing environment, which means that in the morning either one of us may be drafting an SEC reporting document for a public company and in the afternoon meeting a potential new client looking to form a company that they think is the next Google or OpenAI.
What misconceptions exist about your practice area?
Giselle: Overall, people underestimate how much a corporate practice focuses on counseling and advising clients. It is an expectation that you have a mastery of the substantive legal issues, but a good business sense and the ability to provide practical advice considering the specifics of a client’s situation are what set apart the most successful practitioners.
What are some typical career paths for lawyers in this practice area?
Jason: Many lawyers in this practice area go in-house to help a startup or growth-stage company expand its internal legal operations or to a larger public company. Others may go inhouse to a venture capital firm. Lawyers in this practice area develop a wide range of skills given the role of outside general counsel closely advising executives through transactions, which is highly marketable for in-house positions or even nonlegal business roles.
How is it different working with entrepreneurs in contrast to large corporate clients?
Giselle: When working with entrepreneurs, the main point of contact for the client is often the founder(s)/CEO. To be an effective advisor, you have to translate legal advice into business terms so they can understand the impact to the business and the bottom line. There is also a greater sensitivity to cost and focus on efficiency and a higher risk tolerance, all of which need to be factored into advice to achieve the best result for the client.
Jason: Working with entrepreneurs means you are speaking with the key decision-makers for the client and someone who is incredibly passionate about their business. Often, it is the entrepreneur’s first time starting a business, and they are relying on their counsel to help them solve both legal and business challenges. It is rewarding to help someone scale something from an idea to a multimillion-dollar operation.