The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Andrew Pusar, a partner in Goodwin’s Technology Companies and Life Sciences group, concentrates in general corporate and securities law and has significant experience in capital markets transactions, mergers and acquisitions, venture capital financings, SEC compliance, and corporate governance. Mr. Pusar represents public and private emerging growth technology and life science companies as well as venture capital funds and investment banks focusing on technology and life science companies. He has experience advising companies through every stage of the corporate life cycle—from initial financing through successful initial public offering or acquisition.
Kristin Gerber is a senior associate in the firm’s Business Law department and a member of its nationally recognized Technology and Life Sciences groups. Ms. Gerber represents public and private emerging growth technology and health care companies, as well as venture capital funds and private equity and strategic acquirers focusing on software, hardware, biotechnology, pharmaceuticals, and other technology-driven companies. She has experience advising companies through every stage of the corporate life cycle—from initial financing through successful initial public offering or acquisition.
Describe your practice area and what it entails.
Andrew: I represent public and private emerging growth technology companies as well as venture capital funds and investment banks focusing on technology companies. For our emerging growth clients, this entails advising them through every stage of the corporate life cycle—from initial formation, through each financing event, and ultimately (fingers crossed) through a successful initial public offering or acquisition.
Many early-stage companies do not have an in-house general counsel and, therefore, request that we advise them on all aspects of their legal activity. This fosters a long-term, collaborative partnership where we work side-by-side with management teams to navigate new legal challenges as they scale and capitalize.
In this role, our goal is to look around corners and get ahead of potential roadblocks for our clients, so they can continue to focus their attention on building tremendous businesses.
What types of clients do you represent?
Kristin: One of the best things about my practice is that I work with such a wide variety of clients. I get to work with both experienced founders who have already successfully exited multiple prior companies and first-time entrepreneurs with their very first business ideas, often straight out of the lab or classroom. It’s incredibly rewarding to not only help a business grow and evolve over time, but also to support its founders as they go through the same transformation as business operators. We also represent investors and acquirers, and it’s fun to tackle each new transaction, solving problems that arise together, using our collective past experience, and often thinking outside of the box to develop novel solutions on the fly.
What types of cases/deals do you work on?
Andrew: One of the most rewarding aspects of working with technology companies is the diversity of transactions that we are able to help them navigate. I have been lucky to be a part of a number of interesting deals over the last couple years. A few that stand out include:
- Toast, Inc., a restaurant technology platform company, in its Series F financing with participation by Bessemer Venture Partners, TPG, Greenoaks Capital, and Tiger Global.
- Anchor FM, a podcasting platform company, in its sale to Spotify.
- Phreesia, Inc., a health care technology platform company, in its initial public offering on the New York Stock Exchange.
This sampling of deals demonstrates the breadth of our technology company practice—ranging from a venture capital financing with well-known venture capital investors, a sale transaction to a popular public music technology company, and an IPO for a long-standing firm client operating in an exciting and important market.
How did you choose this practice area?
Kristin: Personally, I knew I wanted to work with emerging technology companies and their founders and investors and be a part of the M&A and venture capital ecosystems even when I was applying to law school. I think that probably stemmed from growing up in the 80s and 90s and living through the dotcom boom and subsequent bust as well as being one of the first generations to use computers regularly in the classroom and witnessing the light speed evolution of technology and the way it has permeated our lives. I was drawn to the fact that these companies’ products and services are frequently disruptive and have meaningful impacts on their industry, often offering novel solutions to systemic issues or technological breakthroughs that shape the way we live. It’s an exciting and intellectually challenging world of which to be a part.
What is a typical day like and/or what are some common tasks you perform?
Andrew: One of the most exciting things about working in the technology space is that no two days are ever the same. One day, I may be helping a private technology client with hiring a new executive; the next day I may be helping a public technology client with preparing an SEC filing to report quarterly results. Our technology attorneys must be adaptable to meet the evolving needs of our clients at any particular time.
That being said, there are certainly key tasks that we perform for our clients on a routine basis. As one example, we are on the front-lines of drafting and negotiating financing documentation for our private clients. Many early-stage companies fund their operations through venture capital before they generate meaningful revenue. We help these clients structure the economic and governance rights requested by investors at these capital-raising events.
On a day-to-day basis, we assist our clients with hiring new service providers, preparing for board meetings, executing commercial and partnership arrangements, and maintaining compliance with various regulatory regimes, among other things.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Kristin: I came from a finance and economics background, and that’s certainly helped me in my career, but I’ve found that great emerging technology lawyers have come from all sorts of backgrounds. I think the common denominator among us is an entrepreneurial spirit and appreciation for building something of value over time. There are tons of books, podcasts, and blogs about the startup ecosystem and the legal issues that arise, but one of my favorites that I frequently recommend to law school students is Venture Deals by Brad Feld. On a practical level, you want to take advantage of the transactional courses that are offered in law school, especially since much of law school curriculum is litigation focused. A solid knowledge of accounting concepts, financial statements, and Excel and other industry tools will serve you well in this practice area. I would also recommend any exposure a student can get to negotiation skills and communications training, as those tools are at the heart of how we represent our clients on a daily basis.
What misconceptions exist about your practice area?
Andrew: One misconception about working with emerging companies is that our clients are solely composed of small companies led by a couple founders working in a garage. Of course, some of our startup clients are in the very early stages of development with a small team hustling to obtain seed financing and build an initial version of their product or platform. But on the flip side, many of our clients—despite being early in their corporate life cycles—have expansive operations and complex organizational structures. These high-growth companies strive to push the boundaries of how people use technology in their everyday lives. In doing so, we must help them navigate ever-evolving legal regulation affecting technology companies, including privacy laws, payment processing standards, employment, and contractor regulations and tax requirements, among others. We must stay on top of the latest legal developments and work collaboratively with our clients to ensure they remain compliant without stifling their innovation.
What is unique about your practice area at your firm?
Kristin: One thing that I think is very unique about our practice area is the ability to develop a network from a very early stage of your career. Your entrepreneur clients are often the same age or younger than you are; you will grow alongside your clients over many years of regular service to them and founders, executives, and investors will move in and out of companies, enabling you to grow your contacts very quickly. In some other practice areas, the decision-makers are only accessible to the most senior attorney on the team; whereas, in emerging companies, the decision-makers are frequently working directly with the most junior person on the team. As a result, it’s somewhat easier to develop meaningful, long-term relationships with both clients and key service providers in our area of law.
What are some typical tasks that a junior lawyer would perform in this practice area?
Andrew: Anything and everything that an emerging growth company may need! This includes preparing formation documents and incorporating new companies; drafting and negotiating venture capital financing documents; assisting with board meetings; preparing board and stockholder consents; preparing offer letters and employment agreements; managing capitalization tables and stock ledgers; and much more.
Moreover, our junior technology lawyers are afforded a unique opportunity to work closely and directly with emerging companies and their founders. They often receive the first call from our clients for day-to-day matters and function as the “quarterback” for our client service team. By playing this role, our junior attorneys receive firsthand experience on each substantive legal matter that we assist with and quickly become integral to the client relationship.
How do you see this practice area evolving in the future?
Kristin: I truly think that corporate law and practice is evolving almost at the same rapid pace as the technology that our clients develop. Just look at the re-emergence of special purpose acquisition companies (SPACs); the growing commitment to diversity and inclusion in board rooms and beyond; the mainstreaming of environmental, social, and governance (ESG) standards; new legislation and case law being developed around data privacy, antitrust law, and gig economy workers; the steady growth of benefit corporations; and the use of artificial intelligence and other new tools in our transactions. It’s such an exciting time to be a part of this industry. Join us!