Читать книгу Startup CXO - Matt Blumberg - Страница 26

Even when you end up hiring in‐house lawyers, there are a few areas where you will still use external counsel. These areas include real estate, intellectual property, litigation, and transactions. There are a lot of critical clauses in your assorted corporate agreements that you'll want an experienced advisor to help with—either in creating them or in helping you understand their impact on the company. There are a couple of useful things to keep in mind when using external counsel for a transaction.

First, before you even think of contacting outside counsel, have an outline of all of the tasks and responsibilities that you want them to analyze or review. Lawyers, for all of their experience and intelligence, can be a bit reactive when it comes to a mountain of work that is under a deadline. Especially during a transaction, a law firm will often involve many partners, associates, and paralegals to get the transaction done in a timely fashion. By creating a project plan at the very beginning you will at the very least have some sort of transparency around the tasks and timeline. If this is your first time on a topic, the process may be a bit iterative with your counsel, but they should be able to quickly work with you on the key pieces.

Second, send over your detailed outline and project plan to your outside counsel so that they can provide you an estimate on the total fees for the transaction or at least give you a heads up when the fees reach a certain number. You don't want the shock of opening up an email and seeing a six‐figure bill when you were expecting something in the low five‐figure range. An estimate is helpful not only for your legal accrual on your financials but helps provide transparency and avoids nasty surprises.

If you have an in‐house counsel, it is a good idea to bring them along for the ride whenever possible. Because the CFO is often directly involved and is managing the external counsel, the internal counsel may miss out on some opportunities to learn about transactions, or on contributing their financial knowledge.

For some deals, venture capitalists will put in the term sheet that the company will have to pay their legal fees as well. If you have to agree to this, I would suggest instead that you work with investors to see if they're open to the idea of capping the amount you will pay. Of course, this cap will be the exact amount you will end up covering. But at least it's a known number that you can budget for.

Overall, keep your external counsel relationship in perspective. They are there to provide legal advice and leverage their deep experience and expertise to help you make good decisions. But the decisions are yours, you have the final say.