The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Kelly Flanagan’s practice focuses on general corporate counseling, venture capital financings, and M&A. Kelly represents a wide variety of technology companies in the consumer internet, software, telecommunications, and entertainment technology industries, as well as a number of leading venture capital firms.
Jose Rivera represents emerging growth companies and venture capital and other private equity funds. He has significant experience representing both companies and investors in early-stage and growth-stage venture financings, M&A transactions, public market transactions, and reporting and corporate governance matters.
Describe your practice area and what it entails.
Jose: Attorneys in the general corporate practice act as outside general counsel for our clients, and there are largely two easily divisible verticals: company-side matters and investor-side matters. On company-side matters, an attorney will assist with corporate governance matters, equity financings, buy- or sell-side M&A, public company readiness and/ or public offerings, and other legal matters as they arise. The company-side practice is client-based (not transaction-based), so attorneys stay with clients throughout the business life cycle. On investor-side matters, an attorney assists with representing the investor in an equity financing, reviewing company counsel in fundamental transactions (e.g., sale of the company, initial public offering (IPO), recapitalizations), and strategic and institutional thinking with respect to investments made by a fund. Attorneys typically work with the same fund client to establish a strong working relationship.
Kelly: As a corporate and securities attorney, I represent startups and investors through every stage from company formation and initial fundraising efforts to daily corporate legal issues, such as those related to employment, employee benefits, tax, and intellectual property, and exit transactions. As many of our clients do not have general counsel, we operate as outside general counsel in many respects and must provide pragmatic, often business-minded advice.
What types of clients do you represent?
Jose: We are industry-agnostic in our approach to representation with a focus on technology and life sciences companies that are funded by venture capital. I have, therefore, worked with a number of funds and companies in different industries. Because of the breadth of our work, both from an industry-and transaction-perspective, the lawyers at Gunderson are trained to be nimble thinkers who can pull from a wide range of experiences to determine a solution well-fit to a client’s needs.
The clients I work with include Capsule (an online pharmacy), Covera (an AI-trained radiology service), Flexible Finance (flexible rent payments fintech), GreyOrange (warehouse robotics), Joor (a fashion marketplace), Rally (a fintech company securitizing physical assets), ShareBite (employee food benefits platform), and Viam (operating system for AI-enabled robotics).
Kelly: I represent emerging companies and venture-backed businesses in various fields, including technology, life sciences, consumer products, and software. I also represent venture capital firms and growth equity investors, including Engine Ventures and Spark Capital, in connection with their investments in startup companies. Our clients range from first-time founders who look to us as trusted advisors as they navigate running a company and raising capital for the first time to experienced serial entrepreneurs who are looking to us for sophisticated advice to help their newest venture succeed. As a company grows, we begin working closely with the company’s board, other senior executives, or general counsel.
What types of cases/deals do you work on?
Jose: Our practice is very broad, so I am regularly engaged in a number of different types of deals. Some recent deals include the sale of SmartRecruiters, an AI-enabled talent acquisition suite, to SAP; acquisitions for two different AI-enabled healthcare startups; and the formation of a gaming incubator in New York City.
Kelly: The most common type of transaction that I work on is venture financing, either representing my company client receiving capital to grow their businesses or representing fund clients deploying their capital. As our company clients progress through their life cycle, we also work on their exits through a merger, an acquisition, or an IPO.
How did you choose this practice area?
Jose: I have always enjoyed having a generalist approach to the law and working on many different types of transactions on a regular basis. I have also always found much more enjoyment in my practice working with action-oriented leadership at clients. The work at Gunderson addresses both of these interests; every day I work on many different types of transactions and am regularly consulting with client founders, CEOs, chief financial officers, boards of directors, and general counsel who are all trying to achieve practical solutions to difficult problems.
Kelly: In my prior legal life, I represented large banks in connection with leveraged buyouts. I wanted a more fulfilling practice where I could act as more of an advisor to my clients helping them build their businesses from the ground up. Our work sits at the intersection of law and business, which is intellectually stimulating and allows me to keep growing over time. I also knew I wanted to work in a very collaborative field and at a firm with a collegial environment, both of which Gunderson offers to me. Once I established that I wanted to work in this space, Gunderson was unquestionably my first choice, and I couldn’t be happier with my decision to switch my practice area and law firm.
What is a “typical” day like and/or what are some common tasks you perform?
Jose: I think the most exciting part is that no two days ever look alike. One day, I may be spending a significant amount of time negotiating a sale of a company and reviewing merger documentation while balancing several equity financings and routine corporate matters (such as equity issuances to ser-vice providers), and another day, I may be counseling a new founder on how to incorporate her company or assisting many new founders in a workshop on legal considerations when forming a business. There are a couple of constants: I spend a lot of time on phone calls providing actionable advice to clients, and I am regularly switching among a significant number of client projects.
Kelly: Thankfully, there really is no typical day as a corporate attorney in the emerging company and venture capital space. As a senior associate, my main responsibilities are negotiating the main financing documents and overseeing diligence and ancillary work streams with a more-junior associate. I’m charged with quarterbacking the financing both internally in my communications with the junior associates and the specialists on the team and externally with the client and opposing counsel, which involves both legal advice and practice but also relationship management.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Kelly: I would recommend that law students take corporate-related classes, such as Corporations, and also take any courses that lend themselves to a business mindset or expand their thinking outside of the typical law school curriculum. If a law firm provides the opportunity to intern at a startup company or clinic helping small businesses, that would be great as well.
What do you like best about your practice area?
Jose: I like solving new and different problems with action-oriented leadership. Working with startups provides an amazing opportunity to work directly with founders and management on issues throughout a company’s life cycle and build a larger understanding of and appreciation for a client’s business.
Kelly: What stands out most about my practice here at Gunderson is that it is really human in nature, as we work directly and closely with founders, CEOs, and investors, which fosters strong, trusted advisor relationships. We cannot simply understand the legal aspect of any issue or transaction; we also need to understand the client’s specific business model, goals, and challenges to tailor solutions to the specific client. This dual focus makes the work dynamic, impactful, and personally fulfilling.
What is unique about your practice area at your firm?
Kelly: As Gunderson is solely focused on startups, emerging growth companies, and venture investors, we have unparalleled depth and knowledge in this space. The nature of our work is therefore extremely collaborative internally at Gunderson. I work closely with specialists at the firm, which creates a great culture internally and allows us to provide exceptional client service through experts in a variety of fields.
When talking about it in an interview or at a recruiting event, I always describe Gunderson as a “make your own adventure” type of firm. There is no set junior work; there is no idea big or small that related to work, professional development, or the culture of the office you cannot bring forward; and the firm will support and mentor you in bringing those ideas to fruition.
What are some typical tasks that a junior lawyer would perform in this practice area?
Jose: Each lawyer at Gunderson is given tasks according to ability and interest, not according to class year. As a result, a junior lawyer could be working on financing documents or ancillary agreements, consents, administrative matters related to closing a transaction, or any number of projects in between. It is universally expected that junior associates will quickly get up to speed on advising and building relationships with clients. Client interaction occurs very early at this firm.
Kelly: One of the great things about working at Gunderson is that it does not operate as a set hierarchy in terms of work. While junior associates typically handle the drafting of ancillary documents, conduct due diligence, and manage the closing process for the transaction, they can also begin reviewing the financing documents and directly discussing legal issues with clients as soon as possible, which are not typically junior workstreams. Junior associates are able to take on more substantive roles at Gunderson than they would at other firms or in other practices and can have meaningful roles on the team. This not only helps develop a great culture but also helps more-junior associates develop their substantive knowledge faster, which—of course—benefits our clients at the end of the day.
What kinds of experiences can summer associates gain at this practice area at your firm?
Kelly: Summer associates at Gunderson gain as much actual experience in our practice as possible. We provide them with real work that junior associates would handle so that they get a sense of what it would truly be like to work here. We also ensure that they are afforded opportunities to shadow more-senior attorneys by, for example, observing board meetings or other conference calls. The goal of the program is, of course, for them to gain some substantive knowledge in this field but also to really understand what being an attorney at Gunderson is like.