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Emerging Companies & Venture Capital

Overview

An attorney in an EC/VC practice advises early-stage companies on every legal matter the companies face, from formation to several rounds of venture financings to a sale or an IPO. Emerging Companies attorneys are corporate generalists for the clients and often serve as “outside general counsel” for startup clients before the clients are large enough to hire in-house attorneys. They work with founders to choose the best corporate form (corporation, LLC, etc.), and draft the appropriate forms to create the company. They advise companies on how shares will be valued and divided among various stakeholders. Start-up lawyers help develop a company’s internal policies and procedures and serve as corporate secretaries. They work on the legal documentation for various rounds of private financing and ultimately help navigate an “exit event”—an IPO or acquisition. Junior lawyers often have a lot of client contact and responsibility from an early stage as startups can not generally afford to pay senior attorneys’ billing rates. The relationships with founders can often lead to an invitation to join the company when it is in a position to hire its first in-house lawyer. Startup practices are heavily concentrated in certain markets, including San Francisco and Silicon Valley, as well as Boston, New York (Silicon Alley), and increasingly in Southern California (Silicon Beach).

Featured Q&A's
Get an insider's view on working in Emerging Companies & Venture Capital from real lawyers in the practice area.
Will Black, Partner • Serena Ward, Associate—Corporate
Fenwick

Describe your practice area and what it entails.

Will: I advise private companies of all sizes through their full lifecycle. I serve as a strategic advisor on anything from pre-formation, up to and through an exit (sale or IPO). In between transactions, I assist with the day-to-day “caring and feeding,” such as working on executive offer letters and advising on corporate governance.

Serena: I also advise venture-backed private companies—as well as venture capital and corporate strategic investors—on work ranging from company formations to advising late-stage clients looking to go public. I also help with day-to-day governance, equity, and financing matters. 

What types of clients do you represent?

Will: My clients are largely private, high-growth technology and life sciences companies at all stages of their lifecycle—ranging from the entrepreneur with a PowerPoint and a dream to pre-IPO companies and everything in between. I also work with venture capital and corporate investors when they make their investments into those companies. 

Serena: I work with venture-backed private companies who are looking to scale, many of which are aiming to exit. Our clients touch so many tech and life sciences industries—digital health, artificial intelligence, blockchain, robotics and autonomous vehicles, ecommerce—there’s so much variety. For example, I am currently working with Slice, a New York-based pizza ordering app, and Merck, a global pharmaceutical company.

What types of cases/deals do you work on?

Will: I advise on fundraising, acquisitions, and IPO preparation, in addition to the day-to-day corporate governance matters. I also handle strategic deals involving partnerships between companies. My day-to-day work also covers equity-related matters, like structuring employee equity and liquidity programs, which allows me to collaborate with colleagues in different practices to help advise founders on employee benefits and tax issues.

Serena: The types of matters I work on include, among others, preferred stock investments, tender offers, and founder secondary transactions.

How did you choose this practice area?

Will: In law school, when I started thinking about how I wanted to spend my time and who I wanted to surround myself with, I was attracted to the idea of partnering with startups and entrepreneurs—getting to work with the actual visionaries behind the companies driving innovation. We are brought into these incredibly visionary, often world-changing companies in their earliest days and experiencing their evolution firsthand. I've gotten to meet and watch management teams grow from just a few founders to a full team of very seasoned executives and general counsel. As I have advanced in my career, so have many of my clients, and to be that trusted advisor through all stages is an incredibly unique and rewarding experience. 

Serena: I didn't know that the startup practice was a career path in law school. When I was a summer associate, I was able to try out different areas of the law. I liked the idea of partnering with companies that I had heard about or used their products and was lucky to even occasionally cross paths with famous investors early on. I found the work interesting, and as a junior associate in the emerging companies and venture capital (ECVC) world there are almost immediate opportunities to interact with clients and to play a more senior role than that of your title—if you want. Moreover, being part of the startup community lets me contribute value and build relationships with growing companies, which isn’t as common in other legal practices. In many ways, I’ve grown up as a lawyer alongside some of my clients—one being Slice, which I worked with in my first two years of practice, and now as a client at Fenwick.

What is a typical day like and/or what are some common tasks you perform?

Will: It can vary quite a bit. As a partner, I spend a lot of my time on the advisory side and less on the execution side. So most of what I do involves strategic meetings/conversations with my founders and executive teams covering things like transaction structuring, key negotiation levers, and attending board meetings. 

Serena: Every day is different. Our role for some of our early-stage clients is that of in-house counsel, so we assist with whatever issue or question arises that day. For later-stage clients, we may be liaising with their in-house counsel, whether by providing substantive legal advice or lending them our institutional knowledge gained from working with those clients for years, oftentimes their entire lifecycle. The cadence of an ECVC practice differs greatly from other corporate practices where you may work with one or two clients for a period of time on large, discrete transactions—whereas we may be responding to one question for a client via email, and then transitioning to attending a board meeting for another.  

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Will: Surprisingly, one of the classes that helped me the most was a real estate development course, which was heavily focused on using Excel for modeling different types of transactions. That skill has come in handy as we often simulate our transactions in Excel. I would also recommend business-focused courses that can help you communicate better with corporate professionals—as our clients are usually not lawyers but are instead on the business side.

Serena: Some law schools offer entrepreneurship classes, but it’s also important to take classes with professors who encourage you to ask questions. There isn’t a playbook for ECVC clients, so sharpening your own critical thinking and building confidence in your analysis skills will be essential for recognizing and solving client issues. Having the confidence to ask questions about legal issues you’ve not come across before—which will be most, if not all, of them when you first start—and proactively involving yourself in the work in ways that might not be obvious from the tasks you are given will make all the difference in this practice.

What do you like best about your practice area?

Will: Having the opportunity to regularly meet with people who have a vision of a company or product that can change the world. I enjoy hearing about their ideas and how they envision the future of their company, their sector of technology, and beyond. I also work with a nonprofit called SomosVC, which is made up of Latino and Latina venture capital investors. Their mission is to expand access to capital for individuals who have not been afforded that type of opportunity. That's an organization that I really enjoy working with and I'm proud of all they've accomplished, as well as the small part that I've contributed to their mission. 

Serena: I appreciate that the practice keeps me on my toes—I get to learn something new every day, whether it's a substantive legal skill or insights on working with different personalities. As a solution-oriented person, I enjoy the opportunity to find creative, innovative solutions for my team and our clients. Even though there may be challenging moments, we have constant opportunities for personal and professional development, for both the clients and the legal team, and that is one of my favorite parts of the ECVC practice. 

What kinds of experience can summer associates gain at this practice area at your firm?

Serena: When summer associates join our firm, especially in the corporate group, they take on the role of junior lawyers within their teams and tackle the typical startup or investor client matters that a first- or second-year associate would handle. We don’t give busy work—we make sure summer associates get exposure to meaningful tasks that are critical to our teams or clients (e.g., drafting for preferred stock financings, assisting with equity-related and corporate governance matters, etc.). We also try to demystify how a career as a startup attorney in BigLaw can evolve by giving our summer associates opportunities to shadow senior attorneys to see the roles they might play as a senior associate or partner.

What are some typical career paths for lawyers in this practice area?

Will: There are quite a few career paths for lawyers. Some stick around in private practice and continue to work as a lawyer for the entirety of their career. Others might go in-house at private companies or venture capital funds, ranging from becoming one of the first members of a legal team and building it from scratch or joining a larger legal organization. There are also lawyers who join the business side of larger organizations, like joining an M&A team at later-stage or public companies. And in the spirit of our clients, a good number of our lawyers have become entrepreneurs themselves, often with a legal tech angle! 

How is it different working with entrepreneurs in contrast to large corporate clients?

Will: When working with entrepreneurs, we act as their legal advisors, as well as an extension of their management and business advisor teams. We can offer tailored legal advice because we know and understand their business context. When working with larger corporate clients, the in-house lawyer's interests may lean more toward risk allocation. In these cases, we might have to provide more in-depth legal analysis for larger corporate clients compared to entrepreneurs who rely on us to fine-tune the advice for their specific needs.

Serena: For entrepreneurs and early-stage clients, we can get into the nitty-gritty, as they're looking for guidance on business-related matters that seem relatively simple on their face, but for a first-time founder, there can be a lot to consider. When working with larger companies, we often help to fill in information for their in-house legal team, so we collaborate with specialists and consider the company's trajectory when providing advice.

Will, a partner in Fenwick’s Silicon Valley office, counsels emerging and high-growth companies throughout their lifecycle, from formation and launch, through milestone events, to an eventual exit transaction. He represents clients in a broad range of transactional, governance, and corporate matters, while also providing day-to-day counseling to companies and their boards. Will also advises venture capital firms, corporate venture groups, and growth investors in a wide variety of financing and governance matters. Will's clients include Alchemy Insights, Brightwheel, Saildrone, Rockset, Founders Fund, Khosla Ventures, and Lightspeed Ventures. Will attended University of Texas at El Paso for his undergraduate degree and University of Chicago Law School.

Serena, an associate in Fenwick's New York office, represents emerging and high-growth private companies of various sizes and stages in the technology, healthcare, and fintech industries, to name a few. From formation to equity financings to day-to-day corporate governance matters and other strategic transactions, Serena supports clients through all stages of the corporate lifecycle. In addition, she counsels investor clients, including traditional VC firms, corporate strategic investors, and certain other non-traditional tech investors in their private placement investments. Serena's clients include Bandit Running, Merck Research Labs Ventures, Palm Tree Crew, Pixel Vault, and Slice. Serena attended Hamilton College for her undergraduate degree and The University of Iowa College of Law.

Hilary Adams, Partner—Corporate • Kelvin Chan, Associate—Strategic Transactions & Licensing
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Describe your practice area and what it entails.

Hilary: I advise entrepreneurs and venture-backed companies, as well as the investors who invest in those companies, in every aspect of their business. For founders, we help form companies, do capital raises, and advise on corporate governance and equity matters as well as labor and employment matters. We help the company eventually exit, whether through M&A, IPO, or direct listing, and help them along the way with everything in between. On the investor side, we represent investors who are making portfolio investments in venture-backed companies. We also help investors when their portfolio companies are exiting.

Kelvin: The strategic transactions and licensing group works on a broad range of commercial agreements for venture-backed companies across a number of different industries. We also support those companies and their investors during fundraising and acquisition activities.

What types of clients do you represent?

Hilary: I represent companies at every stage of the lifecycle, from pre-funded clients all the way up to late-stage companies who have raised multiple rounds of capital. My clients are in multiple different verticals including healthtech, cleantech, agtech, traditional SaaS, and software companies.

I also represent growth equity investors who focus on late-stage, high-dollar transactions. We handle complex transactions for these funds, which are often the last dollars in before an exit event.

Kelvin: My clients are venture-backed companies and their investors. On the company side, they span a very wide variety of industries, including automotive and heavy industries, construction technology, automated warehouse machines, software, consumer electronics, food and beverage products and services, medical devices, pharmaceuticals, and therapeutics. 

What types of cases/deals do you work on?

Hilary: We serve as trusted advisors to founders and to C-suite executives at venture-backed companies. They rely on us for guidance on legal and business matters, seeking our expertise on how these intersect and our business judgment based on our experience with other similarly situated founders.

Our bread and butter is working on preferred stock equity financings for companies, where companies take in cash from investors in exchange for equity (e.g., ownership) with certain preferential rights. 

Kelvin: I focus on commercial agreements that govern a company's day-to-day operations including strategic partnerships, licensing, development, manufacturing, supply, sales, and distribution. 

How did you choose this practice area?

Hilary: Right out of law school, I didn't know what I wanted to do. I summered at a big firm that had both corporate and litigation practices so I could figure out where I was leaning. I ended up choosing corporate work, but was unsure of the specific area I wanted to specialize in. I tried debt finance, capital markets, and M&A. I settled on M&A, which I enjoyed and found the transactions really interesting, but I had limited client contact. When I heard about Gunderson and the ECVC space, I saw it as a perfect blend of interesting work and close client contact.

Kelvin: I love working closely with business teams and being part of the strategic decision-making process for our clients.

What is a typical day like and/or what are some common tasks you perform?

Hilary: A lot of our time is devoted to day-to-day operational matters, such as capitalization and equity issuances, employee matters, and corporate governance. Additionally, we have a technology transaction team that does all commercial agreements for our clients. Our tech team negotiates supplier agreements, vendor agreements, commercial services agreements, and other customer agreements that are essential for venture-backed companies to make money. Those supplier or vendor services agreements are how they generate revenue. Having a specialized tech team that understands the market and knows how to draft these agreements is crucial to ensure the company is protected.

Kelvin: On a typical day, I will spend time speaking with clients, reviewing and drafting agreements, and negotiating agreements with opposing counsel.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Hilary: I recommend law students interested in transactional-based corporate practice to take Federal Income Tax in law school, and to enroll in one of the clinics that focus on negotiation and transactional drafting. These clinics allow you to have hands-on practical training.

Kelvin: Having an understanding of how businesses actually operate can be especially helpful when communicating with our clients and working to understand their challenges.

What is the most challenging aspect of practicing in this area?

Hilary: Our clients are innovating and pushing the boundaries of the law and technology, which means many times we're operating in uncharted territory, where there is no or limited legal precedent. It can be challenging to operate where no one has gone before in a way that makes sense from a risk tolerance perspective. 

Many of our entrepreneurial clients are not risk-averse, but as lawyers, we are naturally risk-averse. Our goal is to appropriately advise on risks while understanding that their business involves pushing boundaries and understanding their tolerance. Reconciling those two approaches to risk is challenging, but also very rewarding at the end of the day. 

Kelvin: This practice area requires us to manage a wide variety of complex issues for a number of clients. Being able to switch from client to client and from context to context is an important skill

What do you like best about your practice area?

Hilary: I'm interested in each founder’s journey, given their creativity and passion. They are involved in every aspect of their business. You’re helping them reach that next milestone and close that financing, which increases their appreciation for you and the value you've added. You can directly see the value you've added, which is different than just blocking and tackling, executing on a transaction. 

Kelvin: This job gives you the opportunity to become a trusted strategic advisor on cutting-edge business and legal issues. That’s the fun part of the job. It's almost like being general counsel for a number of different companies every day.

What are some typical tasks that a junior lawyer would perform in this practice area? 

Hilary: Junior associates have hands-on client contact, interacting with the client from their first year. We have a team-based staffing model, so attorneys follow a company throughout its lifecycle, get to know the company players well, and develop a relationship and institutional knowledge about their client’s operations. From day one, they interact directly with key decision makers and provide substantive drafting and advising services. Typical tasks for junior associates include drafting board consents, drafting stockholder consents, reviewing financing documents, building everything related to capitalization for the company, working on option grants, analyzing pro form and cap models, building capitalization models, and conducting due diligence for larger transactions.

Kelvin: Early on, associates review and draft agreements. They also are involved in direct communications with the clients almost immediately.

How is it different working with entrepreneurs in contrast to large corporate clients?

Hilary: The passion and commitment of the entrepreneurs to their missions and companies sets them apart from larger corporate clients. For many founders, this is their first exposure to legal counsel. We get to work with them and educate them and develop a close relationship with them as their legal counsel and business advisors.

We help them start on the right path, set up their foundation documents, and steer them to making the right moves for their business.

Kelvin: The level of passion and personal investment is evident. Entrepreneurs are often betting big on their companies at a personal level. The energy and enthusiasm that they bring to every issue sets the tone of the conversation and bleeds through to the investors and the lawyers who work in this space.

Hilary’s practice focuses on representing emerging growth companies from inception through maturity, and venture capital firms in their investment activities. She has significant experience representing both companies and investors in early-stage and growth-stage venture financings, as well as mergers and acquisitions for a wide variety of technology companies, including those in the consumer internet, healthcare, agriculture, financial, and entertainment technology industries.

Kelvin focuses on transactional IP issues related to his clients’ financing and M&A activities. Kelvin has experience in corporate partnering, strategic alliances, technology protection, licensing, and commercialization of intellectual property assets in a variety of technology areas including telecommunications, software, hardware, e-commerce, and data security. In law school, Kelvin served as a student attorney at the BU/MIT Startup Law Clinic, where he advised entrepreneurs regarding corporate governance, fundraising, and IP strategy.

Matthew Bartus, Partner & Global Co-Chair—Emerging Companies and Venture Capital Group • Melissa Boyd, Associate—Corporate
Cooley

Describe your practice area and what it entails.

Matthew: I work with emerging growth companies, advising on issues as varied as setting up the company, venture financings, day-to-day legal work like employment issues, and M&A and capital markets events related to those companies. I also work extensively with venture capital firms and other institutional investors as they invest into companies.

Melissa: My practice focuses on representation of private companies anywhere in their life cycle from pre-formation to going public and as public companies as well. I also represent VCs in their investments. And I work on M&A transactions as well when my company clients acquire targets or are acquired themselves.

What types of clients do you represent?

Matthew: Most of my clients are fast-growing, private companies that operate in the technology and life sciences segments, including related segments like food tech and digital health. I also work with institutional investors, large and small, on their investments.

Melissa: My companies cover a wide range of industries, e.g., tech, retail, biopharmaceuticals, medical devices, and healthcare. 

What types of cases/deals do you work on? 

Matthew: Aside from the “day-to-day” legal work for companies, most of my transactional work involves working on venture capital and growth equity investments, M&A (both buy side and sell side), and IPOs for clients that get to that point.

Melissa: The deals I work on most frequently are preferred stock financings, whether on the company or investor side. Those have ranged in value, depending on the size of the company and the strength of the market, from a raise totaling a few million dollars up to $400 million. The M&A deals I’ve worked on most recently were representing my company clients when they were acquired, and those purchase prices ranged from $5 million to $35 million, paid out in a mixture of cash and stock in the acquiring entity.

How did you choose this practice area?

Matthew: I was in the M&A group of a pretty well-known “white shoe” firm in New York back in 1998 and was watching what was happening out in Silicon Valley. I had never been there before and knew nothing about it, except that it seemed like something I would enjoy more than what I was doing. So, I picked up and moved to California. That was the extent of my plan, but it worked out OK for me!

Melissa: I preferred this practice group to the others I tried largely because of the relationships I was able to form with founders, C-suite officers, and heads of legal at my client companies. I enjoy the “repeat customer” nature of company representation, and with emerging companies in particular, the way that I can contribute to the success of my clients through the counsel I provide and the connections I make between them and other attorneys at Cooley. I also like the pace, size, and scope of the matters I work on and how the work I’m doing changes from one day to the next.

What is a typical day like and/or what are some common tasks you perform?

Matthew: I spend a significant amount of my day reviewing documents, spending time on the phone with clients, and negotiating transactions. I also spend a lot of time in clients’ board meetings and helping clients navigate the broader Cooley firm to find relevant specialists to solve their issues. I sometimes refer to myself as the “air traffic controller.”

Melissa: When I’m working on a larger transaction, like a financing, my day might involve negotiating terms with the other side, drafting or revising the deal documents if it’s a company side representation, or reviewing the diligence findings and determining which items might be “red flag worthy” if we’re representing an investor. Smaller, more frequent tasks include helping companies raise money through other means like Simple Agreements for Future Equities (SAFEs), convertible notes, or debt financings (with debt colleagues leading the charge where appropriate); attending board meetings and helping companies prepare for any actions they want their boards to approve at those meetings; providing counsel with regard to equity approvals or related issues, contract negotiations, or employee matters; and connecting the client to a colleague in Cooley’s compensation, tech transactions, or employment groups depending on the complexity of the issue.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Matthew: ECVC lawyers are commercial-minded and well-rounded lawyers. A broad-based, business-oriented law school curriculum is a good base of information, but nothing beats the experience that comes from advising early stage companies on a daily basis. If you think you’re interested in this practice, it’s best to get into it as early in your career as possible so you can build up that experience.

Melissa: Having a basic knowledge of how companies are formed initially, how they structure their cap tables, and how they grow and seek approvals as they do so, both from their boards and their stockholders, is certainly helpful, as well as taking an interest in the business and finance climate of whatever city you’re located in, so you’ll know something about the current trending industries and how active markets are at the moment. That said though, a great deal of the knowledge you’ll need to do great work in this space is really learned “on the job.” Coming into a firm with enthusiasm and a willingness to learn and make new connections in and outside the firm will serve you well—in my and likely all other practice groups. 

What do you like best about your practice area?

Matthew: I love the variety of working with the teams across many different client types and industries, and being a key member of the team at the earliest stages of the creation of the company. Being along for the ride as companies grow into large, sometimes multinational companies is very rewarding and results in career-spanning relationships with clients.

Melissa: My favorite thing about practicing in this area is the relationships I’m able to form with people at the companies I represent. Particularly with earlier-stage companies, we have the opportunity to make a significant contribution to the company as it establishes itself. And when our representation continues across several years, some of my contacts at the companies, and their directors as well, can start to feel like colleagues and even friends.

What is unique about your practice area at your firm?

Melissa: One thing that is unique about our practice group is that it (sometimes) gives us the opportunity to work with people who haven’t already amassed a great deal of resources or enjoyed significant past successes. Some of the founders of our clients are bright, motivated individuals who neither come from privilege nor have previous slam dunks to point to; they’re new to this and really need the assistance and counsel we can provide. When I have the opportunity to work with founders of our clients who come from less-moneyed beginnings and/or underrepresented groups, the work we do feels that much more rewarding to me.

What are some typical tasks that a junior lawyer would perform in this practice area? 

Melissa: Junior lawyers in our practice group are often a crucial point of contact with the client. So being responsive to the client’s communications, developing a rapport with them, and learning how to field various requests can be a big part of the day to day. If we’re doing transactional work, junior associates often draft secondary documents, like the necessary consents and the schedules disclosing items responsive to the primary deal documents that contain relevant details regarding the conduct of the business. And even in the company’s day-to-day corporate governance, junior attorneys often draft the resolutions for board approvals. In investor representations, junior attorneys are often directly reviewing the diligence materials provided by the company our client is investing in. Of course, one of the great things about being at Cooley is that no matter the task, there’s always a partner or senior associate who is there to help.

How is it different working with entrepreneurs in contrast to large corporate clients?

Matthew: When working with early stage company clients, our lawyers are working with the top decision makers at a company, often from early in the lawyer’s career. These are exciting people who are building products that impact the lives of millions of people, including the lawyers who work with them. Large corporate clients are exciting in their own way, but you are often dealing with in-house counsel and the interactions are different. A lot of lawyers decide early on which segment of the client base they really enjoy working with, and the great thing at Cooley is you can pick either or both because our clients span early-stage startups all the way to large corporate clients.

Melissa: Entrepreneurs are often new to this world and these concepts. They are likely unfamiliar with the requirements for good corporate governance and may even question the importance of arguably mundane tasks like keeping accurate corporate records. In those situations, it is our job to explain the risks to the company of failing to focus on these items. But it’s also our job to help our company clients come up with practical and creative solutions that work with their businesses. It is surely never boring—one of the things I enjoy most.

Matthew is global co-chair of Cooley’s emerging companies and venture capital practice groups. For 25 years, he has advised high-growth technology and life sciences companies and investment funds on strategic decision-making, venture capital and growth equity financings (from pre-seed to late-stage), initial public offerings, mergers & acquisitions, joint ventures, and corporate governance matters. Matthew’s experience includes advising companies, investors, buyers, and sellers globally on transactions having a total value of more than $100 billion. He works with companies at all stages—from pre-seed and formation through later stages and pre-IPO. In 2019, Matthew was a founding partner of Cooley’s Singapore office, where he was resident through 2022. Matthew is currently based in San Francisco/Silicon Valley and works with clients on a global basis.

Melissa H. Boyd’s practice focuses on general corporate and securities law. She represents both private and public companies in a range of industries, as well as investors. Her practice includes entity formation, organization and governance matters, venture capital, and other private financings and public offerings. Prior to beginning her general corporate practice, Melissa advised creditors, trustees, and debtors as a member of Cooley’s business restructuring and reorganization group. 

Michelle Knoop, Partner • Jae Zhao, Associate—Technology
Goodwin

Describe your practice area and what it entails.

Michelle: I represent private technology companies throughout their life cycle as well as venture capital funds. I start representing companies at any point in their growth cycle, but I particularly love when I am able to meet with potential founders pre-formation, help them form their company, make initial hires, grant equity, raise money (through safes, convertible notes, or priced rounds), and then see their hard work pay off as they celebrate a successful exit or IPO. Seeing that journey from day one, and knowing that I played a small role in that success by helping the company navigate legal challenges and accomplish goals with practical and business-oriented solutions, is very rewarding. It is also rewarding to see the founders personally grow and develop from small company founders to public company executives or sophisticated repeat founders.

Jae: I represent private emerging growth technology companies in every stage of the corporate life cycle—from as early as pre-formation, through its day-to-day operations, each financing event, and through the eventual sale of the company or its public listing. Over the course of this long-term collaboration, I build trust with clients and learn about the client’s business and what makes them tick, all of which helps me be an advisor rather than a pedantic lawyer.

I also represent the investors who invest in these same companies. Having the experience working on both sides of the transaction provides perspective and informs my practice. My colleagues tend to share this perspective, which usually leads to collaborative transactions.


What types of clients do you represent? (Please feel free to list actual clients.)

Michelle: I work with a wide variety of start-up clients and venture fund clients! In any given day, I could be helping founders form a commercial software company, coordinating a regulatory team at Goodwin to assist a crypto client with a new regulatory change, leading a fintech client’s $100million priced round, helping a unicorn data analytics client with an employee tender offer, or advising a top-tier venture fund in an investment in an AI company, as examples. We represent all stages and types of technology companies, so I’m always encountering new product ideas and client problems.

Jae: I work with a wide variety of clients across industries and experience levels. As a minority woman, client relationships with women and minority founders are especially rewarding since those demographics face particular challenges as emerging company entrepreneurs.

What types of cases/deals do you work on? (Please feel free to share actual cases/deals.)

Michelle: Outside of formations and general advising, the majority of my deals involve helping private companies raise money or helping venture capital clients invest money into companies. For example, this year I assisted our client, Coalition, Inc., in closing its Series F preferred stock financing where the company raised over $250 million and our client, Envoy, Inc., in closing its Series C preferred stock financing where it raised over $100 million in capital. These are just a couple of the many deals that I was able to work on during the year! Additionally, I’ve assisted venture clients such as Greylock Partners and Lightspeed Venture Partners with investing money into many innovative companies.

Jae: My practice focuses on early stage companies and as a result, I lean heavily on formations and early stage financing transactions.

How did you choose this practice area?

Michelle: I was the odd kid who decided I wanted to go into business management in elementary school. As part of leaning into that interest, I joined the Future Business Leaders of America club in high school, and eventually found myself studying and competing in that organization’s business law competition. After discovering that business law added a heavy dose of reading and writing to my existing interest in practical business solutions and capitalism, I pivoted from aiming for an MBA to a JD and never looked back. While I was in law school, my now-husband started a start-up and we were pulled into the Silicon Valley start-up scene. I discovered that a Silicon Valley technology practice allowed me to collaborate with clients my own age and be fully immersed in fast-moving deals very early in my career. It was exciting then, and it’s still exciting now!

Jae: I lucked out! I started my career as a litigator and realized early on that it was not for me. Fortunately, I was able to pivot to emerging companies work in my third year of practice and found my home. A tired lawyer cliché is that we went to law school to avoid math, but it turns out I am a lawyer who loves math, which is a big part of the job.

What is a typical day like and/or what are some common tasks you perform?

Michelle: My days can vary a lot, which is wonderful. So far this week, I’ve been on calls with clients advising them on general risk management and investor relations strategy, helped negotiate a convertible note, reviewed series seed and series A preferred stock financing documents for both private companies and venture capital firms, attended a board meeting for a client, reviewed a set of formation documents, reviewed several consents for corporate actions including equity grants, and advised a client on a CEO transition. And the week isn’t even over!

Jae: ECVC transactions follow a fairly predictable cadence. On any particular day, I am speaking to clients about pending transactions and laying out the outstanding issues so they can make their own decisions based on risk appetite and leverage. In between the deal points, on any given day I can expect to advise clients on service provider relationships, regulatory compliance, commercial agreements, and corporate governance-related matters.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Michelle: My undergraduate degree was in business finance, and understanding the basic fundamentals of how a business operates, what financial statements are, and having a semester of Excel training has certainly helped me navigate board meetings and pro forma capitalization tables. While I was in law school there were limited corporate offerings because the bar exam was (and is) very litigation-focused, but since then I have interviewed and worked with new associates who have taken advantage of law school classes or clinics regarding securities laws, venture financings, formations, mergers, and/or initial public offerings and who initially have a better grasp on those topics than peers who have not taken those classes. So, if you are still at a point in your formal education where you can pick up classes on any of those topics, it is worth doing. However, we have attorneys with all sorts of backgrounds who are wonderful business and legal advisors! The most important trait you can bring to this practice area is a willingness to continuously learn and grow with your clients and practice.


Jae: My background is humanities. One of my favorite senior associates as a junior moonlights as a poet. That is to say, I don’t think you need any specific technical background to be a tech lawyer, though I often joke that excelling at the logic games section of the LSAT is a good barometer. But in all seriousness, the ability to think through a complex issue while keeping track of moving pieces does help you succeed. Outside of the soft skills, there is a lot of material online. Every major law firm with an ECVC practice has a dedicated section about issues relevant to start-up clients. I would recommend starting there as they are usually geared for founders (i.e., non-lawyers) and easily digestible. Having basic Excel skills doesn’t hurt either.


What is the most challenging aspect of practicing in this area?

Jae: Many of our clients are first-time founders and understandably their business is their world. Advising them and talking them off of a cliff can sometimes be a challenge. Remaining cool and the voice of reason can sometimes be a challenge in this fast-paced environment.

What do you like best about your practice area?

Jae: I enjoy learning about the various businesses of my clients. As a part of this life cycle practice, I also get to learn a bit about other areas of law, such as employment, intellectual property, and tax, which are areas of interest for most of our clients. As a result, tech attorneys are well rounded and equipped to handle (or at least help navigate) any issue with the help of specialists.

What is unique about your practice area at your firm?

Jae: The early exposure to clients is unique. As early as my first month on the job, I was liaising with clients on my own. As a result, every member of the team tends to build their own unique relationship with the client or different points of contact at the client. Though there are seemingly endless amounts of new start-ups forming every day, the start-up ecosystem is very small and you can quickly develop your own brand and practice.

What are some typical tasks that a junior lawyer would perform in this practice area?

Michelle: Junior technology attorneys have the unique opportunity to work directly with our clients at the initial stages of their career! Even a first-year associate can expect to communicate directly with clients on a daily basis as well as assist in every aspect of the company’s life cycle. A junior attorney may be preparing formation documents for a new company, drafting board consents, preparing equity for a midsize company, drafting certain types of documents or updating a pro forma capitalization table for a venture financing for a late stage company, assisting with coordination and closing mechanics for a billion-dollar sale of a company, or reviewing a registration statement for the initial public offering of a company. As a junior attorney, I always enjoyed working on initial public offerings of technology clients because after public offerings I worked on, such as Snapchat, were finalized, I was able to point to headlines in the Wall Street Journal or other non-legal industry papers to show friends and family what I had worked on and dispel lingering beliefs my job involved a courtroom!

Jae: Junior lawyers would prepare formation documents, incorporate new companies, and manage minute books, corporate records, and capitalization tables. Junior attorneys can quickly become integral to a client team as they build historical knowledge and become acquainted with the company’s various legal needs.

Michelle Knoop’s representation of companies spans the entire corporate life cycle, including pre-incorporation planning, general corporate representation and counseling, venture capital financings, secondary sales and private liquidity programs, public offerings, corporate governance, public company representation, and mergers and acquisitions. Michelle also works with venture capitalists in private stock offerings. Michelle is also involved in pro bono matters, serving as a team leader in Goodwin’s Neighborhood Business Initiative, and has been a guest presenter at the University of Missouri’s Entrepreneurship Legal Clinic. She is also a contributor to Goodwin’s Founders Workbench, an online resource for start-ups, emerging companies, and the entrepreneurial community. She has represented private companies and venture capital firms in over $6 billion worth of venture capital, strategic financings, and tender offers. Her clients include: Accel Partners, Bond Capital, DCM, Greylock Partners, Lightspeed Venture Partners, Ribbit Capital, and Silicon Valley Bank.

Jae Zhou is an associate in Goodwin’s Technology and Life Sciences groups, advising emerging technology companies in all stages of the start-up life cycle, from formation to exit. Jae has extensive experience representing start-ups, entrepreneurs, venture capital investors, and private equity firms that launch and finance new products and technologies across a broad range of sectors and providing strategic advice to founders and investors in connection with complex transactions and other corporate issues. Prior to joining Goodwin, she was a managing associate in the New York office of Orrick, Sutcliffe & Herrington LLP in New York and began her legal career in the New York office of Lowenstein Sandler LLP.

Aliya Sanders, Partner • Heidi Walas, Partner—Emerging Companies/Venture Capital
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

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.

 

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.

Stephanie Drumm, Associate • Murray Indick, Partner—Corporate
Morrison Foerster

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.

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.

Nate Gallon, Partner—Emerging Companies/Venture Capital
O'Melveny & Myers LLP

Describe your practice area and what it entails.

My practice has two main components. One is representing startups, entrepreneurs, and emerging companies. We form them, grow them, and help them secure equity and debt financing. We help them with their legal issues. We help them scale and grow their business with the goal that the companies will ultimately either be acquired or go public and become an independent public company. I also represent the sources of capital that fund these companies, such as venture funds, sovereign wealth funds, strategic investors, and the whole ecosystem that is the fuel that helps founders grow their companies. The other part of my practice focuses on helping larger technology companies acquire venture-backed and smaller technology businesses both in the U.S. and abroad.

What types of clients do you represent?

One client of mine is a classic example—it’s called Evinced and it's a SAS-based company that I have represented since inception. I helped them with their initial capital raise and formation in 2018. I also helped them with successive rounds of financing as they’ve grown, which includes, for example, negotiating commercial agreements, forming subsidiaries, and helping them with their employee hires. Most recently, they completed a Series B round. At some point, I expect that Evinced will either go public or get acquired. That is what we mean by the “life cycle”—representing a company from its “birth” through to a liquidity event.

What types of deals do you work on?

I mentioned my startup client Evinced and the representative deals I do for them and clients like them. Venture fund examples would include working with Norwest Venture Partners on its investments in InfluxData, Productiv, and Loftium, as well as Santander InnoVentures (n/k/a Mouro Capital) on its equity investments in Upgrade, Creditas, Blueprint, DriveWealth, and Tradeshift. In terms of helping large companies acquire smaller technology businesses, a pair of good representative examples would be advising Ford Motor Company on its acquisitions of Chariot Transit, Inc., and Autonomic, Inc.; and Meta Platforms (formerly Facebook) on its $5.7 billion investment for a 9.99% equity stake in Jio Platforms in India.

How did you choose this practice area?

I knew I wanted to work with startups and knew I wanted to be part of the technology ecosystem. This was back in the ‘90s. I went to law school on the East Coast, but because I had summered with a firm on the West Coast, by my third year in law school I was set on coming out to Silicon Valley to practice law in the tech space.


What is a typical day like?

There is always some combination of calls, drafting, engaging with associates, negotiation with opposing counsel, and administrative responsibilities. As a partner, I have another overlay: business development—reaching out to my contacts, staying close to them, arranging meetings with them, coming up with events or other ways to get in front of new contacts and create new business opportunities, and generally thinking about where we can leverage our strengths to bring in more revenue for the firm. Over the course of a week, it’s a nice mix.


What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Law school doesn't teach how to be corporate lawyer. It mostly teaches how to be a litigator. Anything you do in corporate law, generally, you have to seek out and learn on your own, through your firm's training efforts, or on deals directly from more senior attorneys. That said, securities law is fundamental for corporate lawyers, so taking that in law school will make your transition to practice easier. And while not essential, U.S. and international tax could be helpful.

Some law schools now bring in practitioners to teach courses on venture capital, for instance. Twenty to twenty-five years ago, that did not exist. Today, there are more opportunities for people in law school to get a taste of what it's like to be a Silicon Valley or startup lawyer. If you are at a school where that's possible, I would definitely take advantage of the opportunity. Learning from practitioners is the best way to get a sense of what it means to roll up your sleeves and practice this type of law.

In terms of skill sets, the number one skill—and it's an underrated one—is the ability to listen, especially when you're negotiating or debating with someone. Actually listen to them, because a lot of times the tendency—not just in law but in general—is not to listen to what the other person is saying and simply talk over them (or past them and not address what they are saying). That's an important thing because often what you think your response is going to be may change if you actually take a moment—you don't need to respond immediately. With clients, it's equally important to listen and really try to understand what they are saying and what they want. Especially in the startup ecosystem, a client may not necessarily know what they're asking for. They may be an engineer or a scientist, for example, not a lawyer. You have to really pay attention to what they're actually looking for in terms of legal solutions and what their goals are, and try to help them craft solutions so they can get to where they want to go.

What do you like best about your practice area?

For me, the attraction of Silicon Valley was to work with companies that, through new technologies, are creating new industries and opening up opportunities. I was drawn to the notion of new markets and new approaches to business versus working with older industries that weren't necessarily innovating. That's what really gets me up in the morning. Every day I find another entrepreneur, another technology that I think is really cool. That's what inspires me and gives me hope that human beings can continue to be creative in the face of whatever happens—whether it's a recession, a war in Europe, or domestic strife. A number of entrepreneurs are trying to make the world better.

What misconceptions exist about your practice area?

The one I hear most consistently is that it’s a “fill-in-the-blank” practice. In other words, that we just take a form document for a venture financing and fill in the blanks and move on to the next one. In fact, the people who consistently excel and have a client following really stay engaged and connected. They understand that you actually need to know what you're drafting. You need to understand the nuances and the subtlety in every deal. There have been straightforward venture transactions, but there has never been a venture transaction that didn’t require some attention to detail. There is a fair amount of subtlety, and it's not just in the technical part. Especially when you're advising boards in tricky situations. Whether it's a pay-to-play or down round, or the company is being sold for less than its liquidation preference, there's a whole host of Delaware case law that you really need to know to be able to advise boards appropriately.


How do you see this practice area evolving in the future?

This type of practice is not going anywhere. There continues to be outsized demand for startup lawyers. And we are increasingly seeing that demand in other jurisdictions; it's not simply a Silicon Valley phenomenon. New York, Austin, Seattle, and other parts of the U.S. hold opportunities to work with emerging companies. I think the greater distribution of the venture business to other geographies will only continue.

What are some typical career paths for lawyers in this practice area?

People typically go in-house, either to large public companies or to startups. The appeal of a startup is being there from the ground up. Later stage startups need in-house counsel, while earlier stage companies may need you in more of a business role, creating a path for pivoting out of law for those who may want that. Going to a venture fund is another option. That’s a well-worn path and one that makes sense because it's well within the parameters of what you would have been doing as a venture lawyer in a law firm. There are so many sources of capital and so many funds being raised all the time that more opportunities pop up for younger lawyers to go in-house, though there's a lot to learn if you’re going to make that jump!

Nate Gallon has spent his entire legal career in Silicon Valley working within the technology community, representing entrepreneurs, startups, emerging growth companies, major corporations, and the entire ecosystem of the investor community that funds and supports these innovators. He counsels his clients on corporate and securities law and also acts more generally as a trusted business advisor in connection with a wide range of transactions that technology companies typically undertake throughout their life cycle—entity formation, debt and equity financings, recapitalizations, joint ventures, spin-offs, and growth stage through to a liquidity event. Nate has represented hundreds of start-ups and entrepreneurs in connection with equity financings and general corporate matters, worked on numerous M&A transactions (including buy- and sell-side mergers, asset sales, and stock purchase transactions), joint ventures, and advised a number of public company clients on corporate finance and capital raising transactions. The Legal 500 recognizes Nate as a leading lawyer in the venture capital, emerging companies, and fintech arenas.

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