The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ben Potter, Partner, and Jana Kovich, Associate—Technology & Life Sciences
Ben Potter is a partner in the Silicon Valley office of Latham & Watkins. He advises private and public companies, venture capital firms, and private equity firms, as well as investment banks involved in the technology, life sciences, and other growth industries. Mr. Potter serves as global chair of the Technology Industry group and global vice chair of the Emerging Companies practice. Prior to his work as a lawyer, Mr. Potter received an M.B.A. from the University of Michigan, worked at IBM Global Services, and founded two education technology startup companies in New York City.
Jana Kovich is a corporate senior associate in the Chicago office of Latham & Watkins and member of the Chicago Recruiting Committee. As a member of the Emerging Companies practice, she represents startups, venture capital firms, and family offices across a broad range of industries.
Describe your practice area and what it entails.
Ben: My practice group works with high-growth companies from formation to a liquidity event. We also represent venture capital firms, growth equity investors, and private equity investors that fund startups. Our work covers a number of growth industries, with a primary focus on tech and life sciences.
Jana: As a member of the Emerging Companies group, I wear many hats. Primarily, I work as out-of-house, in-house counsel for startup companies at all stages of development. In this capacity, we do everything a startup needs from a legal perspective, often prior to company hiring a general counsel. I also serve as transactional counsel to investors that fund startups in the context of their investments.
What types of clients do you represent?
Ben: I represent a number of technology startups, including Duolingo and Joby Aviation, as well as life sciences and medical device companies, such as 4D Molecular Therapeutics and Coherus BioSciences. I also represent venture capital firms, including Andreessen Horowitz and General Catalyst.
Jana: I represent venture-backed growth companies, from formation all the way through to exit. I also represent venture capital funds, private equity funds, family offices, and corporate VC divisions (including the pharmaceutical company Baxter) that invest in the space. With such a variety of clients, there are many different interests, expectations, and goals to navigate. It always keeps you on your toes.
What types of cases/deals do you work on?
Ben: We help companies form and then represent them through a wide range of transactions. We’re effectively their out-of-house, in-house counsel—whether it’s advising on lease negotiations, licensing, venture financings, debt financings, mergers and acquisitions, special purpose acquisition companies (SPACs), or IPOs.
Jana: As Ben noted, we help our clients through a wide range of transactions and can help with anything that comes up in the life cycle of a startup. Most of my time is spent helping companies with raising capital (through preferred stock and convertible debt financing transactions), as well as M&A transactions (whether in an exit transaction or in an acquisition to help grow our client’s business).
How did you choose this practice area?
Ben: I helped start two tech companies out of college. Based on those experiences, I knew that I wanted to help build companies and work with founders. But I also wanted to be at a law firm where I could handle a variety of transactions, including M&A. I don’t feel there’s a firm better situated than Latham for someone interested in such a variety of work.
Jana: I came to Latham as a summer associate without a clear idea of what I wanted to do, and I tried a lot of different types of work through the unassigned program. Upon returning to law school at Duke University, I took a clinic focused on startups and something just clicked. The work was so varied, and the goals were so tangible. When I came back to Latham full time as a member of the unassigned program, I expressed interest in working in the Emerging Companies group. I was pleased to find the work was as varied, interesting, and rewarding as I experienced in a classroom setting and decided to go head first into the practice in Chicago.
What is a typical day like and/or what are some common tasks you perform?
Ben: No two days are the same (which is one of the best parts of my job), and I usually work on a variety of matters. Today, for example, I covered a board meeting for a company, advised on a SPAC transaction, advised a small startup on how to raise capital, advised a CEO on an employee hiring matter, and had a call with a technology company buying a business.
Jana: For someone to be a great emerging companies associate, multi-tasking is critical. My day-to-day experience is similar to Ben’s—there is never a dull moment, and no two days are alike. A typical day for me ranges from tending to housekeeping items for my clients to negotiating and drafting financial documents to counseling and advising my clients.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Ben: While having real-world experience in business is a hugely advantageous stepping stone to this line of work, it is not a must. Read a lot, especially on practical topics related to business and creating a company—like how to read a financial statement. That way, you will become familiar with the issues facing clients.
Jana: A critical skill that can be cultivated while still in law school is communication. Any course that involves the practical application of communication skills, such as a clinical experience or a class on negotiation or client counseling, is a great way to prepare for your professional career as a transactional attorney.
What do you like best about your practice area?
Ben: What I like most is the ability to work with companies of all sizes on all types of transactions and projects. I also enjoy building long-term relationships with people and helping build companies. In my role, I get to play a small part in the life of a lot of different companies that are doing really cool things, whether it’s developing vaccines, creating online learning programs, or developing new communication tools. It’s a true privilege to work with such talented innovators.
Jana: I love working with the clients. Entrepreneurs are so energizing, and they are innovating all aspects of our lives—from phone apps to cancer treatments. It’s rewarding and stimulating to work with the leaders of startups and participate in creative approaches to problem solving.
What are some typical tasks that a junior lawyer would perform in this practice area?
Ben: The tasks for a junior lawyer would include drafting agreements for equity financings, providing clients day-to-day advice on various matters, and working as part of a larger team on transactions and due diligence, as well as executing on getting deals closed.
Jana: A junior lawyer should expect to have visibility on all aspects of the transactions. They may assist with or independently run the entire closing process in a deal.
How do you see this practice area evolving in the future?
Ben: I think clients are increasingly going to seek out lawyers who can provide a wide range of services quickly using legal technology, especially as the capital markets continue to evolve for tech and life sciences companies.
Jana: We can expect more geographic expansion of the venture capital market outside of Boston and Silicon Valley. Not only have we already grown in Chicago, but the market has also expanded in New York, San Diego, and Century City/Los Angeles. I think we’ll also continue to see a growing emphasis on the social and environmental impact of venture capital investments, including increased demand for diverse legal teams.
What kinds of experience can summer associates gain in this practice area at your firm?
Ben: Summer associates will have the opportunity to get real and meaningful work experience—like sitting in on board meetings, interacting with founders, assisting on financing transactions, and participating in an IPO.
Jana: As a summer associate, you’ll gain the same level of experience as if you were a first-year associate. For example, one summer associate on our team was deeply involved in closing a deal for Rivian, a tech company creating all-electric trucks and SUVs. Rivian was raising billions of dollars, and our summer associate joined all of the calls with the clients, edited documents, and helped prepare and manage the closing process. The associate managed the details of the deal and kept everyone working on it up to date. Since emerging company deals typically only take four to six weeks, you may have the opportunity to do a whole deal from start to finish.