The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Aliya Sanders and Heidi Wallace, Partners—Emerging Companies/Venture Capital (2023)
Aliya’s practice focuses on companies in the life sciences industry and other emerging growth companies. She has significant experience in negotiating licensing, collaboration, and commercial agreements, and advising clients on intellectual property protection, strategy, and strategic alliances. Aliya also represents a number of leading venture capital firms in connection with investments in life sciences and emerging growth companies. Aliya received her J.D. in 2013 from Columbia Law School, where she was Executive Articles Editor of the Columbia Law Review. She received her B.A. from Princeton University in 2007.
Heidi counsels emerging growth companies and investors on a range of transactional matters, from venture capital financings to mergers and acquisitions, technology transfers, and general business matters. As a corporate lawyer, she acts as outside general counsel for start-ups, providing legal, business, and strategic advice throughout their life cycle, including start-up structure formation, day-to-day operations, corporate governance, employment matters, and cross-border transactions. Heidi represents venture capital funds and strategic investors in connection with their equity investments in emerging growth companies and token investments. She works with a wide range of high-technology clients and has a particular focus on disruptive technologies, digital media, cleantech, SaaS, fintech, cybersecurity, crypto, and Web3.
Describe your practice area and what it entails.
Aliya: I work in Gunderson Dettmer’s Licensing, Strategic Partnering & Commercial Transactions group, which we informally call Tech Group. I focus on commercial agreements between our clients and third parties. Our group helps our clients with matters ranging from protecting IP to creating strategic agreements and advising on privacy-related matters.
Heidi: Gunderson attorneys focus on the emerging company and venture market. We represent two kinds of clients—startups and venture investors—and our clients turn to us for any of their legal needs in the venture-backed space. Half of my time is spent representing startups on all aspects of their life cycle, including formation, equity financings, corporate governance, employee equity, and then eventually an M&A exit. The other half of my time is spent representing investors when they are investing in startups from early seed stage to growth stage.
What types of clients do you represent?
Aliya: We represent a broad range of clients in New York, ranging anywhere from SaaS, adtech, and fintech to edtech. Attorneys at Gunderson get to touch on various industries and companies based on what you are interested in and what investors are most interested in. Some offices have a larger focus on certain industries. For example, Boston and San Diego have a bigger emphasis on life sciences companies. With that said, I also focus on life sciences clients, so a lot of my clients are bringing pharmaceuticals or other medical technology to market or are healthtech focused.
Heidi: I’m fairly industry agnostic. I represent many emerging companies that are in the enterprise software business, which could be anything from SaaS sales products to cybersecurity products, and I also work with disruptive tech, which could be anything from cleantech companies to gaming and entertainment to web3 and crypto—anything where there is something new in the market and no prior precedent. I think entrepreneurs who are changing the market are exciting and interesting to work with.
What types of cases/deals do you work on?
Aliya: We help our clients with anything that comes up day to day and act as outside in-house counsel for product counseling, commercial counseling, or anything that comes to us that does not impact the cap table or corporate governance. We work with the corporate group on investor- and company-side financings and merger agreements and if a commercial agreement includes any equity provisions.
Heidi: The bulk of our work in the corporate group is usually venture financings and M&A work, but being a trusted resource for early-stage companies means we do a little bit of everything. Our practice can touch on dozens of different matters each day. When a company is raising money or selling, it’s a detailed process and requires multiple hands on deck to do it right. In both transactions, we help negotiate the term sheet, draft and negotiate definitive documents, prepare diligence and disclosures, handle the company’s capitalization records, and communicate with the board and the stockholders.
How did you choose this practice area?
Aliya: I fell into it unintentionally. When I was a summer associate, it seemed like the IP group had the most real world application. I thought that it would be an interesting practice to explore over the summer, and I ended up really liking it so I stayed with it, and it’s been 10 years now. I didn’t have any particular undergraduate major or focus in law school that set me up to do this type of work, but it seemed interesting and it’s kept me engaged throughout my career.
Heidi: I have been very startup focused since I was young. I was an early technology adopter and took AP coding classes in high school during the early dot com boom. I moved to San Francisco to be as close to the startup world as possible and began my career in public relations working with startups (which are now very well known, public companies). After watching a startup client go through their IPO, I knew that I wanted to be on the strategy side, so I went to law school and focused my career on ECVC work.
What is a typical day like and/or what are some common tasks you perform?
Aliya: There’s a lot of working with clients to understand issues in a practical way, like how a provision in an agreement impacts them. A lot of times, issues that may matter in theory aren’t impactful to a company that will be acquired in five years.
In a given day, you can work with 10 different companies. For example, you might spend 30 minutes reviewing an NDA and then take two hours reviewing a longer SaaS agreement. You might then have a 15-minute quick call where a client asks you a question about sending a cease and desist letter to someone. You work with many clients, but the amount of time you spend with each client tends to be a lot shorter than working on one or two big clients per month. It’s fast paced, which is something I enjoy.
Heidi: Because our practice is varied, my day usually starts with project management to determine what needs to be handled and what to prioritize. From there I may go to a board meeting, review venture financing documents that one of my associates has prepared, talk with a founder about their employee equity program and doing a 701 analysis, meet with venture investors to talk about their form term sheet and how they can improve getting new deals and getting their term sheets accepted, or talk with my partners about recruiting and mentoring associates.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Aliya: Foundational IP courses like patents, copyrights, and trademarks are useful to understand high-level concepts of IP work. One of my favorite classes in law school was a mediation clinic, which is a helpful way to practice negotiation skills that you need to be a good transactional lawyer. Seeing both sides and coming to a middle ground is an important muscle to start exercising early on.
Heidi: Since law school is aimed heavily at a litigation practice, it's really important for anyone going into a corporate practice to take the standard business tax and securities law courses. I also think it's important to do a course or clinic for negotiation and mediation. In our practice, we have to avoid being adversarial. We must negotiate deals without creating conflict because at the end of the day, our business partners have to happily work together. A mediation clinic gives you the skills needed to negotiate for the terms that you want without escalating it into something that's adversarial.
What misconceptions exist about your practice area?
Aliya: I think many people assume that we do patent prosecution or trademark prosecution, which isn’t something that we do at all. We give high-level IP advice, but we don’t apply for patents or trademarks. Our work is much more commercial and practical. The work requires you to exercise your negotiation muscle, not just check a box, and the result is a direct impact on our clients’ day-to-day operations.
Heidi: I think the biggest misconception is that our practice is less sophisticated or less valuable because our venture deal sizes are smaller, generally raising in the millions to hundreds of millions, as opposed to the billions that the PE firms work with. I think it's just a very different practice. We get to do a dozen financings a month, so it's a lot faster paced and requires dynamic reprioritization in order to juggle all the different matters and deals that we're doing on a regular basis. It's a different skill set and it's just as exciting and sophisticated.
What is unique about your practice area at your firm?
Aliya: At Gunderson, the Tech Group is not ancillary to a larger M&A or debt group. We don’t parachute in as a specialist for one transaction to look at one page of language or review a few trademarks to make sure that registration numbers are accurate. We’re working with clients on a daily basis to answer their business questions, so we have a business relationship with our clients as opposed to a limited, one-off transactional relationship.
Heidi: I work with blockchain and web3 startups and investors, which is a largely new and untested area of the emerging company legal space. After 15 to 20 years of the same five venture financing documents, we now have a sixth document in the web3 space—the token warrant. I’ve had the rare opportunity to help guide our firm’s practice in the blockchain space and our use of the token warrant.
What kinds of experience can summer associates gain at this practice area at your firm?
Aliya: Summer associates usually work closely with and shadow junior associates, which gives them great insight into what they would be doing as a junior associate. They’ll be involved in financings, assist with diligence and initial markups, or join a diligence call where the junior associate will lead the call with the counterparty. I have also had summer associates draft cease and desist responses and help markup NDAs. They’re doing real things that we do on a day-to-day basis.
Heidi: Being a summer associate at Gunderson is very rewarding because we integrate summer associates quickly into the day-to-day operations of our legal work. We involve them in all aspects of venture financing so they can see the process and mechanics that takes place, as well as an opportunity to see our client communication. They really understand the practice from day one of being here.
How is it different working with entrepreneurs in contrast to large corporate clients?
Aliya: An entrepreneur’s focus is much more high level in terms of what they care more about, such as making sure the business continues as a whole, that investors are continuing to be interested, or that an acquisition can happen without too many issues coming up in that process. Often, entrepreneurs are more willing to take on risk and are able to come to a decision about what matters in negotiations than a large corporation . I find them more focused on what truly is important to the company as opposed to what's nice to have. They're willing to drop nice-to-haves to get a new customer or sign an important agreement so long as it doesn't impact the company in a negative way.
Heidi: Entrepreneurs are usually non-legal people. You have to be able to deliver your legal advice as business practical advice and make sure that everything that you're recommending or negotiating for has a business purpose. When working with larger companies, you're usually working with a large legal team that is making those strategic decisions independently with their business counterparts after you provide substantive legal advice. Working for larger corporations usually involves reviewing the law, talking about the law, and disclosing the risks. When you're working with folks who are not legal advisors, you have to connect the dots on what that means to the business and how they should move forward to make decisions for their business and for their negotiation strategies.