After spending a considerable amount of time scouring the scene for startup-oriented law firms in New York City, I think I’ve picked up some solid intel for fellow founders.
- There’s A LOT of lawyers/firms out there marketing themselves as “startup saavy.” Most of these people are full of shit. The NYC startup scene is booming and Wall Street is contracting. Hence, lots of lawyers are re-focusing their efforts towards nascent startups. This does not mean they know what they’re talking about. BUYER BEWARE.
- Read Chris Dixon & Fred Wilson’s blog posts on how much legal fees should run in first round financing. Answer: $10k max. Drill this into your head, then drill it into your lawyer’s head. Print out both posts and take them to whatever lawyer you hire. Great negotiating tactic. Hard to argue w Fred Wilson. BONUS: Capture the look on their faces when you bust out the printouts with that “$10k” figure underlined/circled/highlighted. Priceless.
- While my search was not exhaustive, I did talk to a lot of firms. Based on my search, there’s only 3 firms in NYC I’d recommend…
Wilson Sonsini––talk to Selim Day sday@wsgr.com
Gunderson Dettmer––talk to Steve Baglio sbaglio@gunder.com
Buhler Miles––talk to Heather Miles heather@buhlermiles.com (ex- Gunderson, super-friendly and cheap!)
UPDATE: Heather’s practice has been acquired by Wilson Sonsini. You can now email her at hmiles@wsgr.com. See I told you she was awesome.
- One firm to avoid: Lowenstein Sandler. They had come to me highly recommended and had some seemingly strong credentials. However, when we talked, they wanted to charge me $20-60k for a first round financing and then told me I absolutely, positively could not me raise $$ from non-“accredited” investors. Nice guys, but #FAIL (There are legit reasons for why you’d want to avoid/limit avoid non-accredited investors, but the blanket prohibition is stupid––this was from a senior parner, btw, not an associate.)
- As a general rule, assume that most firms in NYC are totally fucking clueless when it comes to startups. DO NOT ASSUME COMPETENCE. Be skeptical. This is not the West Coast. As one lawyer told me (who we subsequently hired): it’s a difference in mindset––Risk Mitigation (East Coast) versus Wealth Maximization (West Coast). You want a lawyer and a firm whose focus is the latter, not the former.
- Many lawyers will ask for a piece of equity in return for deferring fees: JUST SAY NO. Or you can say be polite: “Sure, how much $$$ would you like to invest? I’d love your support!”
- Remember, people will expect you to be the stupid, clueless first-time founder who hasn’t done his homework and who can be bilked for all you’re worth. This is ESPECIALLY TRUE OF PATENT LAWYERS, although they may in fact be just technologically clueless, in which case they’re not trying to bilk you, but are doing so as a default position. Haven’t quite figured that one out…
- Special Note on Patent Lawyers: I highly recommend: C. Andrew Im formerly of Fulbright & Jaworski. He told us our invention probably wasn’t patentable, then offered to file a provisional patent for cheap, which we we would write mostly write ourselves and he would edit. This is WAY cheaper than what anyone else offered. One quality dude. And smart as fuck too. Everyone else tried to bilk and bullshit us. <---UPDATED: Andrew has since left Fulbright and started his own firm, IM IP Law LLC. You can reach him by email at aim@imiplaw.com
- Let the firms know you’re “lawyer shopping.” (I literally told them that in emails.) This will cause them to sell themselves more, kiss your ass a little, and talk shit on the competition. The result will be good intel for you. Interestingly, they will also sometimes say nice things about the competition, more accurately, they’ll explain to you who the real competition is (or at least should be). Interesting tidbit: Neither Wilson Sonsini nor Gunderson talked much shit about each other. In fact, they both said the other one “Gets it.”
- The more competent the lawyer, the cheaper they are. This is a result of economies of scale––i.e. a lawyer who writes Convertible Notes 24×7 will spit one out in his/her sleep versus one who has to spend 4 hours doing research, looking stuff up, etc. This does not mean they’re cheaper on an hourly basis, but it’s even more reason to shop around and hire a true expert rather than the first lawyer you meet.
- The more lawyers you talk to, the more you’ll realize how opaque the market is and how easy it is to end up totally hosed and not even know it. This is all the more reason to Do the Lawyer Hop!
Just a reminder, all the usual caveats apply to this post: I am (mostly) just a clueless, self-promoting hack––not an expert on legal matters. Any actual knowledge or insight contained in this post is entirely incidental….in all seriousness, I really am just learning and making stuff up as I go along, so please be skeptical of my advice. I am a newbie founder trying to make my startup work, not a guru or industry veteran. BUYER BEWARE.
Matt, stumbled onto your blog as a result of the NYC vs. West Coast discussion and happened to see this post. Let me add my voice to the chorus of those who enjoy your commentary on the NYC startup life. Well-written and thoughtful.
That said, I’m sorry you had a bad experience in your lawyer search, encountering a lot of people who didn’t impress you as being knowledgeable and competent in working with tech companies. It seems that after talking with “a lot of firms” you’d only recommend three. I’m with you on Selim Day. I know and like him. While I don’t know Steve Baglio at Gunderson, I know Ken McVay, his partner in New York and my former colleague from Brobeck. Ken’s a good lawyer for tech companies and a good guy. Each of Gunderson and Wilson is beyond reproach for this kind of work, and everyone that’s worked with them, myself included, says so. (I don’t know Heather, but if she came out of Gunderson, presumably she can handle startup and venture work).
But I’d like to disabuse you and your readers (as I see Nate did above) of the notion that there aren’t a ton of others in NYC who understand how to work with startups. I’m reluctant to name-check people, because I can’t name everyone and I’ll give people the names of some of my competition, but here are a few that work with NY-based startups all the time: (i) Lori Smith at Sedgwick (has done a lot of deals for NY Angels), (ii) Jay Rand at Manatt (has represented Fred Wilson/Union Square for years), (iii) Bo Yaghmaie at Cooley (West-coast-based peer firm of Wilson/Gunderson), and (iv) Victor Boyajian and his group at Sonnenschein. There are a ton of others, frankly.
And here at Andrews Kurth I regularly represent New York-based startups (Selerity, Urgent Career, Monitor110 (before its demise), Scivantage) and investors (Roger Ehrenberg at IA Capital Partners, Jeff Stewart at Urgent Ventures, and Aisling Partners). For some of us, NY-based startups, or investors in NY-based startups, are a big part of our business. Having represented NY-based tech companies since Silicon Alley 1.0, I was, you can probably tell, a little put off by your post. Despite your caveats, I think it’s possible for people to get head-faked a little by this post as being more authoritative than it is. That said, looking forward to following your blog in the future.
Matt, stumbled onto your blog as a result of the NYC vs. West Coast discussion and happened to see this post. Let me add my voice to the chorus of those who enjoy your commentary on the NYC startup life. Well-written and thoughtful.
That said, I’m sorry you had a bad experience in your lawyer search, encountering a lot of people who didn’t impress you as being knowledgeable and competent in working with tech companies. It seems that after talking with “a lot of firms” you’d only recommend three. I’m with you on Selim Day. I know and like him. While I don’t know Steve Baglio at Gunderson, I know Ken McVay, his partner in New York and my former colleague from Brobeck. Ken’s a good lawyer for tech companies and a good guy. Each of Gunderson and Wilson is beyond reproach for this kind of work, and everyone that’s worked with them, myself included, says so. (I don’t know Heather, but if she came out of Gunderson, presumably she can handle startup and venture work).
But I’d like to disabuse you and your readers (as I see Nate did above) of the notion that there aren’t a ton of others in NYC who understand how to work with startups. I’m reluctant to name-check people, because I can’t name everyone and I’ll give people the names of some of my competition, but here are a few that work with NY-based startups all the time: (i) Lori Smith at Sedgwick (has done a lot of deals for NY Angels), (ii) Jay Rand at Manatt (has represented Fred Wilson/Union Square for years), (iii) Bo Yaghmaie at Cooley (West-coast-based peer firm of Wilson/Gunderson), and (iv) Victor Boyajian and his group at Sonnenschein. There are a ton of others, frankly.
And here at Andrews Kurth I regularly represent New York-based startups (Selerity, Urgent Career, Monitor110 (before its demise), Scivantage) and investors (Roger Ehrenberg at IA Capital Partners, Jeff Stewart at Urgent Ventures, and Aisling Partners). For some of us, NY-based startups, or investors in NY-based startups, are a big part of our business. Having represented NY-based tech companies since Silicon Alley 1.0, I was, you can probably tell, a little put off by your post. Despite your caveats, I think it’s possible for people to get head-faked a little by this post as being more authoritative than it is. That said, looking forward to following your blog in the future.
Hey, what’s with striking out [redacted]? I didn’t see an explanation in the post or the comments. [redacted] was well respected at WSGR when I worked in the Palo Alto office in the late 90s; I didn’t realize he’d moved back to NY.
I agree 100% with the notion that traditional NY firms have no idea how to do this kind of work efficiently or cost-effectively. Apart from some investor side work (e.g., Bernard Kury back in his Dewey Ballantine days, representing Venrock), it’s just not their sweet spot for the reasons Scott and others cited above. The culture is also completely wrong. Matt, as one who has worked for both NYC (http://stroock.com) and Silicon Valley (http://wsgr.com) firms, I think you’re dead on with the “risk mitigation vs. wealth maximization” statement.
As a former VP/GC accustomed to advising my CEO and colleagues about how to do things with less risk rather than not to do them, I’ve gotten used to correcting people’s misconceptions about lawyers: When they referred to us categorically as naysayers or roadblocks, I’d say, “You’re talking about East Coast lawyers. Try working with a Silicon Valley lawyer next time; they get it.” Then I’d give them a number with a 650 area code. Of course now I give out my own number. 😉
Hey, what’s with striking out [redacted]? I didn’t see an explanation in the post or the comments. [redacted] was well respected at WSGR when I worked in the Palo Alto office in the late 90s; I didn’t realize he’d moved back to NY.
I agree 100% with the notion that traditional NY firms have no idea how to do this kind of work efficiently or cost-effectively. Apart from some investor side work (e.g., Bernard Kury back in his Dewey Ballantine days, representing Venrock), it’s just not their sweet spot for the reasons Scott and others cited above. The culture is also completely wrong. Matt, as one who has worked for both NYC (http://stroock.com) and Silicon Valley (http://wsgr.com) firms, I think you’re dead on with the “risk mitigation vs. wealth maximization” statement.
As a former VP/GC accustomed to advising my CEO and colleagues about how to do things with less risk rather than not to do them, I’ve gotten used to correcting people’s misconceptions about lawyers: When they referred to us categorically as naysayers or roadblocks, I’d say, “You’re talking about East Coast lawyers. Try working with a Silicon Valley lawyer next time; they get it.” Then I’d give them a number with a 650 area code. Of course now I give out my own number. 😉
Accepting any deal terms offered by investors is fast/smooth…that doesn’t mean its desirable. I imagine working with an experience start-up lawyer willing to cap fees helps speed up deals the most 🙂
I enjoyed having a lawyer suggesting terms that were to current shareholders advantage. It resulted in a dialogue with investors that helped me better understand the investors’ interests. It also gave me more points on which to seek value enhancement for both sides. I think a lawyer who often works with the other side wouldn’t have suggested these terms.
Accepting any deal terms offered by investors is fast/smooth…that doesn’t mean its desirable. I imagine working with an experience start-up lawyer willing to cap fees helps speed up deals the most 🙂
I enjoyed having a lawyer suggesting terms that were to current shareholders advantage. It resulted in a dialogue with investors that helped me better understand the investors’ interests. It also gave me more points on which to seek value enhancement for both sides. I think a lawyer who often works with the other side wouldn’t have suggested these terms.
Nice comments on my New York partners, thanks Matt & Giff.
My additional $0.02 on how to pick a lawyer — get references and get client lists. Checking references is still the best way to confirm whether the actual product lives up to the promises made during the pitch. As obvious as it sounds, people consistently fail to do it. Second, get some examples of representative clients/deals (for the individual lawyer and the firm). This is critical. Anyone can call themselves a “startup lawyer,” but look at who they work with and you’ll pretty quickly be able to figure out who is for real.
Once you’ve got a couple of folks whose references check out and who have demonstrable domain expertise you know that you’re in the ballpark. At that point in the funnel, whoever you choose will be able to deliver a good product, and you can relax and just pick the person who feels right and that you click with.
Nice comments on my New York partners, thanks Matt & Giff.
My additional $0.02 on how to pick a lawyer — get references and get client lists. Checking references is still the best way to confirm whether the actual product lives up to the promises made during the pitch. As obvious as it sounds, people consistently fail to do it. Second, get some examples of representative clients/deals (for the individual lawyer and the firm). This is critical. Anyone can call themselves a “startup lawyer,” but look at who they work with and you’ll pretty quickly be able to figure out who is for real.
Once you’ve got a couple of folks whose references check out and who have demonstrable domain expertise you know that you’re in the ballpark. At that point in the funnel, whoever you choose will be able to deliver a good product, and you can relax and just pick the person who feels right and that you click with.
This is somewhat funny. I’m a Palo Alto WSGR partner and just closed two venture finacings in the last couple of weeks where Gunderson represented the investors on both financings. I agree that they generally “get it” compared to other firms.
Also, in addition to Selim Day at WSGR in NY, people should feel free to contact Adam Dinow (adinow@wsgr.com).
This is somewhat funny. I’m a Palo Alto WSGR partner and just closed two venture finacings in the last couple of weeks where Gunderson represented the investors on both financings. I agree that they generally “get it” compared to other firms.
Also, in addition to Selim Day at WSGR in NY, people should feel free to contact Adam Dinow (adinow@wsgr.com).
Agreed. But risk mitigation is not the same as risk elimination. It’s a trade off, but all too many lawyers are focused on the downside without considering the upside.
Agreed. But risk mitigation is not the same as risk elimination. It’s a trade off, but all too many lawyers are focused on the downside without considering the upside.
Yeah. I’m of two minds with regards to this bit about “does not frequently work with your investors.” At a gut level, I tend to agree. The reason I DIDN’T go with Gunderson was that so many of the investors I’m targeting recommended them outright. I think it’s dangerous to have too cozy a relationship there. On the other hand, I have been told and do believe that the right lawyers can help smooth out/speed up/help close deals. IT’s a balancing act.
Yeah. I’m of two minds with regards to this bit about “does not frequently work with your investors.” At a gut level, I tend to agree. The reason I DIDN’T go with Gunderson was that so many of the investors I’m targeting recommended them outright. I think it’s dangerous to have too cozy a relationship there. On the other hand, I have been told and do believe that the right lawyers can help smooth out/speed up/help close deals. IT’s a balancing act.
Loads more great startup lawyers in town but nice post. Dont forget to mitigate risk though! Lawyers are supposed to do that — no matter what coast!
Loads more great startup lawyers in town but nice post. Dont forget to mitigate risk though! Lawyers are supposed to do that — no matter what coast!
Big Matt – Another great post; you’re the man. Listen, I worked for two large law firms in New York City for nearly 8 years and you’re absolutely right: “most firms in NYC are totally fucking clueless when it comes to startups.” The reason is simple – startup work is viewed as shit work and gets pushed down to junior associates (if the firm even takes it on).
Some of the big West Coast firms with outposts in NYC do startup work, but the traditional big NYC law firms are chasing the billion-dollar deals (and are generally not interested). Indeed, their template simply doesn’t work for the startup stuff and small deals. Remember: they are billing-out their first-year associates at approx $300/hr and senior partners at $600-800/hr.
That’s why I headed west to California a few years back: to build a new business model for the legal profession tailored to entrepreneurs. (I discuss my vision on the video on my home page: http://www.walkercorporatelaw.com.) We have stripped-out the huge overhead costs of the traditional law firms and are passing the savings onto our entrepreneur clients.
Finally, re selling stock to non-accredited investors – yes, of course, it’s doable under Rules 504 and 505 of Regulation D; however, the risks and the cost generally outweigh the benefit. I discuss this issue in detail in my “Ask the Attorney” post for VentureBeat here: http://bit.ly/4p2Phk. As I point out: “If a startup sells stock only to accredited investors, compliance is much simpler and cheaper because it can rely on SEC Rule 506, which has two important advantages over other SEC rules. First, Rule 506 preempts or overrides State securities laws, which means that the startup doesn’t have to deal with State securities regulators for compliance purposes, other than filing a brief notice known as a Form D (which is also filed with the SEC). Second, there is no written disclosure requirement under Rule 506 if the investors are accredited.”
Keep up the great work, Matt – and think about heading West! Cheers, Scott
Big Matt – Another great post; you’re the man. Listen, I worked for two large law firms in New York City for nearly 8 years and you’re absolutely right: “most firms in NYC are totally fucking clueless when it comes to startups.” The reason is simple – startup work is viewed as shit work and gets pushed down to junior associates (if the firm even takes it on).
Some of the big West Coast firms with outposts in NYC do startup work, but the traditional big NYC law firms are chasing the billion-dollar deals (and are generally not interested). Indeed, their template simply doesn’t work for the startup stuff and small deals. Remember: they are billing-out their first-year associates at approx $300/hr and senior partners at $600-800/hr.
That’s why I headed west to California a few years back: to build a new business model for the legal profession tailored to entrepreneurs. (I discuss my vision on the video on my home page: http://www.walkercorporatelaw.com.) We have stripped-out the huge overhead costs of the traditional law firms and are passing the savings onto our entrepreneur clients.
Finally, re selling stock to non-accredited investors – yes, of course, it’s doable under Rules 504 and 505 of Regulation D; however, the risks and the cost generally outweigh the benefit. I discuss this issue in detail in my “Ask the Attorney” post for VentureBeat here: http://bit.ly/4p2Phk. As I point out: “If a startup sells stock only to accredited investors, compliance is much simpler and cheaper because it can rely on SEC Rule 506, which has two important advantages over other SEC rules. First, Rule 506 preempts or overrides State securities laws, which means that the startup doesn’t have to deal with State securities regulators for compliance purposes, other than filing a brief notice known as a Form D (which is also filed with the SEC). Second, there is no written disclosure requirement under Rule 506 if the investors are accredited.”
Keep up the great work, Matt – and think about heading West! Cheers, Scott
Great post.
When choosing a lawyer, you might also want to look for counsel that:
-Does not frequently work with you investors
-On a convertible note, is willing to cap & defer fees
-On a series A, is willing to cap fees
Great post.
When choosing a lawyer, you might also want to look for counsel that:
-Does not frequently work with you investors
-On a convertible note, is willing to cap & defer fees
-On a series A, is willing to cap fees
great post.
lawyers strive for opaqueness and try to bill accordingly. Impressive hoops you went through and the real win is sharing.
great post.
lawyers strive for opaqueness and try to bill accordingly. Impressive hoops you went through and the real win is sharing.
Well, I think it is STILL a bit of a problem because while there are a few good folks, the Signal to Noise Ratio is off. Unless peeps like us share our experiences in the open, the typical first time founder will be easily led astray in this über opaque marketplace for services that exists out there. Sure, you, me and Chris Dixon might know what’s up. But we’re only a teeny weeny fraction of the whole. And the thing with legal stuff is, once you fuck it up, it’s hard to undo.
Well, I think it is STILL a bit of a problem because while there are a few good folks, the Signal to Noise Ratio is off. Unless peeps like us share our experiences in the open, the typical first time founder will be easily led astray in this über opaque marketplace for services that exists out there. Sure, you, me and Chris Dixon might know what’s up. But we’re only a teeny weeny fraction of the whole. And the thing with legal stuff is, once you fuck it up, it’s hard to undo.
Whoa! 35 different investors!! That’s A LOT. All the lawyers I spoke with said the max should be 30, and we’re WAY WAY below that (small single digits). I think at a certain point, it slows the decision making process down and can deter later stage investors.
Hope it worked out!
Whoa! 35 different investors!! That’s A LOT. All the lawyers I spoke with said the max should be 30, and we’re WAY WAY below that (small single digits). I think at a certain point, it slows the decision making process down and can deter later stage investors.
Hope it worked out!
Well, I hope you do. I have my experiences and perspective, but I’m just one dude. The more information enters the marketplace, the more efficient the market will be!
Thanks dude! -Matt
Well, I hope you do. I have my experiences and perspective, but I’m just one dude. The more information enters the marketplace, the more efficient the market will be!
Thanks dude! -Matt
Thanks Ryan. Much appreciated. And I too hope our paths cross! Hit me up when you’re in town.
Btw, what’s the startup? I’d love to hear about it!
Thanks Ryan. Much appreciated. And I too hope our paths cross! Hit me up when you’re in town.
Btw, what’s the startup? I’d love to hear about it!
Matt- I’ve never read your blog before but this was solid. Looking forward to following. I’m on a similar path I think. Leaving corporate Feb 26th for an unfunded startup…I’ll be working between SF & NYC so hopefully our paths will cross.
Cheers,
@ryangraves
Matt- I’ve never read your blog before but this was solid. Looking forward to following. I’m on a similar path I think. Leaving corporate Feb 26th for an unfunded startup…I’ll be working between SF & NYC so hopefully our paths will cross.
Cheers,
@ryangraves
Great Post. I had been meaning to write something like this for a while but now I’ll just send people here 🙂
As for the accredited investor problem. I always got mixed answers (hence the discussion). Since we raise money from F&F I kindly asked them to sign a doc saying they were accredited and aware of the risk. I’ll stay tuned to see the discussion. Thanks again for the great post!
Great Post. I had been meaning to write something like this for a while but now I’ll just send people here 🙂
As for the accredited investor problem. I always got mixed answers (hence the discussion). Since we raise money from F&F I kindly asked them to sign a doc saying they were accredited and aware of the risk. I’ll stay tuned to see the discussion. Thanks again for the great post!
I’d guess for 95% of first-time entrepreneurs, money is money and you find funding where you can get it and its not possible to limit your potential investors to accredited investors.
When my co-founder and I started our first startup in 1999, a year out of college, we got 35 different people to give us a total of 500k, with a majority of them not accredited investors. Beyond the added disclosure, I am curious to hear what the specific risks are of taking money from unaccredited investors?
I’d guess for 95% of first-time entrepreneurs, money is money and you find funding where you can get it and its not possible to limit your potential investors to accredited investors.
When my co-founder and I started our first startup in 1999, a year out of college, we got 35 different people to give us a total of 500k, with a majority of them not accredited investors. Beyond the added disclosure, I am curious to hear what the specific risks are of taking money from unaccredited investors?
This used to be a major gap in NYC’s startup ecosystem, but thankfully the situation has improved.
I am happy with Brian Hutchings over at Gunderson. When I started making a list of good web startup lawyers around the country, another NYC name was recommended to me: Camille Linson at Hrbek (I haven’t dealt with her personally)
This used to be a major gap in NYC’s startup ecosystem, but thankfully the situation has improved.
I am happy with Brian Hutchings over at Gunderson. When I started making a list of good web startup lawyers around the country, another NYC name was recommended to me: Camille Linson at Hrbek (I haven’t dealt with her personally)
Will/Bill(?),
Great to hear from you. Thanks for the compliment.
With regards to all accredited, I understand that there needs to be more disclosure and that it’s something you generally want to avoid. But let’s get real: Not all of us have “friends and family” who are accredited investors. Some of us came from families who bought used cars their whole lives. When you need the money and you don’t have other options, then you do it.
-Matt
Will/Bill(?),
Great to hear from you. Thanks for the compliment.
With regards to all accredited, I understand that there needs to be more disclosure and that it’s something you generally want to avoid. But let’s get real: Not all of us have “friends and family” who are accredited investors. Some of us came from families who bought used cars their whole lives. When you need the money and you don’t have other options, then you do it.
-Matt
Matt, rock on, you’ve got a great voice, I like your blog. I think the guy who told you “all accredited” is right. Anyway, that’s what I say. Too expensive to do otherwise (unless there’s another exemption). And I suppose I’m showing risk aversion there, too.
Matt, rock on, you’ve got a great voice, I like your blog. I think the guy who told you “all accredited” is right. Anyway, that’s what I say. Too expensive to do otherwise (unless there’s another exemption). And I suppose I’m showing risk aversion there, too.