The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Stephanie Drumm, Associate and Murray Indick, Partner—Corporate (2023)
Stephanie advises venture capital investment funds and high-growth VC-backed companies on corporate and transactional matters through every stage of their life cycle, from formation to exit. She draws from a wealth of experience to provide strategic advice and guidance to emerging companies on all aspects of their formation, fundraising, corporate governance, securities offerings, general operations, and exit transactions. Stephanie also counsels private funds on their formation, fundraising, operation, and domestic and international investment activities.
Murray serves as the co-chair of the Emerging Companies and Venture Capital group, and has 35+ years of corporate law, investment fund, and related experience, both in private practice and in-house as a partner and general counsel. Murray’s transactional experience covers a wide variety of corporate matters, including venture financings, acquisitions, mergers, leveraged buyouts, private equity financings, fund formation, PIPE investments, corporate restructurings, corporate governance, and compliance programs. He works intensively with early stage businesses as they form, seek growth capital, and develop their business plans. The work typically involves more than simple legal advice on financing terms. Instead, he holistically addresses the key needs of the business for the founders and investors.
Describe your practice area and what it entails.
Stephanie: I work with MoFo’s Emerging Companies and Venture Capital Practice group, focusing on representation of both venture capital funds and venture-backed startups and emerging companies. On a day-to-day basis, I serve as the point of contact for these clients for all legal questions that arise and lead and support investment transactions and securities offerings.
Murray: MoFo’s ECVC practice is one of the leading practices among global law firms. We represent entrepreneurs and companies from formation through late-stage venture financing and exit, and we also represent investors in such businesses (ranging from high-net-worth individuals to venture capital and sovereign wealth funds). Our team works across the complete life cycle of our ECVC clients: corporate, commercial contracts, IP (patent and trademark), tax, employment/labor, finance (equity, debt, and venture debt), and many specialized areas of the law.
What types of clients do you represent?
Stephanie: I represent venture capital funds raising anywhere from $10 million to $500 million for investment in emerging companies in a variety of industry sectors, including finance, insurance, digital assets, health care, and technology. I also represent startups ranging in size from day one of operations and getting things off the ground (many coming out of Y Combinator), to unicorns going through phases of rapid growth and preparation for an exit transaction.
What types of cases/deals do you work on?
Stephanie: On fund formations, I work on the fund governing documents, including drafting and negotiating fund limited partnership agreements and investor agreements, and upper-tier general partner and manager agreements. I also work on general fund operations, including advisor agreements, employee agreements, carried interest awards, and general commercial contracts. On the emerging companies side of my practice, my days are spent drafting general corporate documents, employee equity documentation, and board materials; managing company capitalization tables; negotiating venture financing term sheets and investment documentation; ensuring compliance with operating covenants and restrictions under investor documentation and credit facilities; and generally advising on all corporate and securities matters that arise.
How did you choose this practice area?
Stephanie: I was a paralegal prior to law school, and based on that experience, I knew I wanted to practice corporate law. My law school offered a class on venture capital and private equity, introducing me to the venture world, which I found to be an incredibly intriguing subset of corporate law. I earned a certificate in entrepreneurial law in addition to my law degree, began working with startups immediately out of law school, and never looked back.
Murray: I think it is incredibly fun to partner with leaders of disruptive businesses. It keeps me young and on my toes!
What is a typical day like and/or what are some common tasks you perform?
Stephanie: On a typical day, I’m balancing small requests from clients with larger projects, such as investment transactions. I field an assortment of questions and requests from various clients, which may include quick employment or contract questions or help with preparing corporate approvals for their boards or stockholders. Larger projects involve investment transactions (on both the company and the investment fund side), which can include drafting and negotiating NVCA-style investment documentation, convertible notes, SAFEs, investor side letters, and ancillary documents relating to such transactions, or fund formations, which include drafting and negotiating limited partnership agreements, LLC operating agreements, and fund investor side letters.
Murray: On a typical day, I probably speak with 10 clients about different challenges they may be facing in their businesses. Some of the problems are existential for the client. Most of the problems involve business counseling. Our projects may span the quick one-off question to complicated venture financings or M&A transactions.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Stephanie: Take a class in venture capital, private equity, or fund formation if you can, and definitely take Business Law and Tax. The book Venture Deals, written by Brad Feld and Jason Mendelson, is also an excellent intro to venture transaction terms and will provide a strong foundation for this practice area. I would also emphasize taking any transaction drafting skills courses available at your school, and work with a startup if you have an opportunity to do so. Understanding the business needs in this practice is very important.
Murray: Read, read, read. Never stop exploring, particularly cutting-edge businesses. Keep learning at all times. Talk with the smartest people you know about what may be developing in the future.
What do you like best about your practice area?
Stephanie: I enjoy the variety of work I get to do and seeing all facets of the venture world, from the fund formation and fundraising to investing in companies, forming those companies, helping them raise capital, and guiding them through their exit transactions, whatever that looks like. I’m always learning something new, meeting interesting people, and watching entrepreneurs build amazing enterprises with just an idea.
What is unique about your practice area at your firm?
Murray: We are an unusual group within a global law firm. Our team is very independent, with many colleagues working remotely much of the time by choice (and we build community in other ways). We shamelessly borrow many “best practices” in the business world to build our internal culture and community. We empower our associates to interact as strong business thought partners with our startup clients and funders. We recognize change is a constant for lawyers working in the ECVC space and do our best to find ways to deliver value to our clients.
What kinds of experience can summer associates gain at this practice area at your firm?
Stephanie: MoFo has an incredible ECVC team, with many partners and associates to provide guidance and mentorship. Our team is supportive and engaging and provides a wide variety of training sessions to team members to ensure we all develop and maintain a strong skill set as a foundation for our legal careers. Summer associates will get an intro into these practice areas, if interested, and have an opportunity to provide support to a variety of clients on some fascinating transactions.
How is it different working with entrepreneurs in contrast to large corporate clients?
Murray: Fast answers are a priority. As others have said, “the enemy of the good is the perfect” for start-ups.