Start-Up Legal Forms Library
orrick.com
orrick.com
Anyway thanks for these documents, expecially the compensation documents. Even though im from australia i can get an idea of how to arrange documents to be used here.
You probably are paying for the document itself. Suing a lawyer for malpractice is difficult (high standard to prove and with the American legal system, you pay your own lawyer fees to bring/defend a case).
1. The Orrick docs are very helpful templates to assist founders in setting up a corporate startup. Orrick is an excellent firm and the quality of the templates is very good.
2. Founders should do their utmost to cut early-stage costs and this includes not overpaying for legal services. They should also do their best to educate themselves about the legal points associated with their startups. I believe strongly in this and have done what I call a Startup Law 101 series (http://www.grellas.com/faq_business_startup.html) of articles whose very purpose is to help educate founders on such issues.
3. The key to any legal help you receive in setting up your startup lies in the expertise the lawyer provides. There is no substitute for this and there is no amount of study you will do as a founder that can possibly match it.
4. I know this from years of experience because, even with founders who have been through the full set-up process under good lawyer guidance, I have routinely seen them try to use the same forms to do subsequent documentation on their own only to have it come back in botched fashion. This often is not critical and can easily be fixed but it is another way of saying that such things do not consist merely of filling in blanks. There is a lot of underlying knowledge and experience involved in doing it right, especially where a founding team is involved with a variety of issues possibly arising among the founders.
5. For the same reason that founders have trouble managing such documents without expert guidance, so too would an unemployed law grad who really doesn't know this area. Basically, this is a specialty area and is often not well-done by inexperienced attorneys. Again, from experience, I can easily recall young attorneys I hired in my own office for the purpose of assisting me with getting such documents prepared. Skilled ones can do it with proper guidance but others cannot. They come back with work that might appear fine on the service but, scratch it a little and it falls apart (of course, such work would never be seen by the client - it would be redone altogether).
6. That said, I sympathize with your point about overpaying for lawyers. The larger firms practice a high-caliber form of law but it needs to fit with the needs of your startup for it to make sense for you. If it does not, it is an expensive mismatch. This is true for bootstrap companies in particular. It is important for such startups to minimize legal fees and looking for lawyers who will not cost as much (but who can still do the job well) is important.
7. Lawyers will not just give out templates, however, because this does leave them exposed in taking responsibility for a project. It is one thing for a founder group to want to "do it themselves" while being prepared to absorb any losses that might result from their not doing it right. It is quite another to do it yourself and then say that a lawyer was responsible because you used his template. Lawyers are paid to customize documents to fit the deal before them. A template is a startup point only. If it is to be used properly, it must be customized. This necessarily takes some effort that will cost money. And, take it from someone who has seen it all over the years, it is worth paying for the right expertise where needed, even as you try to minimize costs along the way. The process is a cooperative teaming and a good lawyer will work with you to so minimize your costs. But being frugal is not the same as being foolish. Where you do need the expertise, you need to be prepared to pay for it.
The startup world is becoming more and more an open field with fewer barriers to entry than ever before. The liberation of the legal side represents one part of this and is a good development. Just be smart about how you as a founder treat your new-found freedom!
My point is that there's not a single "good" lawyer out there who says, 1) I do this and 2) This is what it costs. I'm very much of the opinion that if a third year associate at Wilson, Orrick, or wherever put out a shingle and said "I'll do these forms for you and it'll cost $10K (I've been told that this group of docs runs ~$5K)" that they'd get away with it: make more and work less.
Barring "good", I'd settle for competent - where my arbitrary line is just someone who has passed the bar. That's why I made that comment; you can get competent for 95% of cases off of these model documents.
Lookit, Orrick puts out these docs, great. But Orrick's really dumb. One, they don't have a page that says cleanly and clearly "we do incorporation for new startups, and we can introduce you to angels and VCs" even though that's exactly what they do. They don't say "we have six partners who do incorporation work, one each in internet, hardware, enterprise software, biotech, cleantech, and services" even though they surely have multiples of each. Instead, we get this page: http://www.orrick.com/practices/corporate/emergingCompanies/... Let me spell it out: this list is completely useless to a budding startup founder. It doesn't tell me which person to call. This is why big law firms are dumb as rocks; just segment the list. And take off the Associates. Yes, I know the Associate will do the work. No, the Associate shouldn't be the senior point of contact for any startup. The Associate ain't the one sending an e-mail to Clavier.
Did you know that even though I'm in Illinois, I could have hired a Valley law firm to do my incorporation work? I'm sure you did, but I didn't, and it's cost me an extra $50K in legal fees I wouldn't have had to pay if Yokum did my incorporation, where I would have had better advice and more complete set of documents from the get-go.
That's where the opportunity is; undercutting the inability of the best law firms to cleanly and succinctly explain just what the hell it is they do.
this is often the problem that companies who employ software developers run into: they hire a developer who seems to know what he's doing but ends up producing code that, ultimately, is useless.
Are there parallels between the law interview process and the development interview process?
There definitely seem to be parallels between operational but lousy code and legalese that seems legit on the surface but is ultimately useless due to mistakes made in (I'm guessing) semantics, grammar, structure, and expected-by-law requiremens.
In fact, the more I think about it, the more I see that correlates law thinking and software development thinking...
Clients will come in with a sense of what they want to accomplish but may have no idea how to do it. Or they have a pre-conceived approach to an issue that may not be accurate. A good lawyer will listen to the goals, get a good understanding of the key elements involved, and have a good (almost intuitive) sense of what it takes to navigate the legal and practical challenges to get to the goals efficiently. A poor lawyer will throw around legalese, and may pull even good templates out of a drawer, but will have no eye for either strategy or detail - the result will be a mess.
I would thus imagine that good logical thinking ability and a strong level of attention to detail are the main common factors shared between good developers and good lawyers (at least good business lawyers).
So, yes, I would agree with your conclusion about the correlation in thinking between lawyers and developers. Of course, in both cases, experience helps a lot as well but the key skills must there from the start in order to succeed.
Out of curiosity, do you think there are a lot of parallels between the two fields or just those?
To put the same thing another way, do you think that someone who was a good developer could become a good lawyer and vice versa?
At the advanced level, the most important trait by far is good judgment that assures strategic thinking. If a lawyer lacks this, your deal will be in trouble. I assume your development project would also be in trouble as well without this trait.