79. Making Legal Work for Your Scale-Up
In this episode we discuss: From red flags to green lights, making legal work for your scale-up. We are joined by Helen Goldberg, Co-Founder & COO, Fractional General Counsel, Startup & Scaleup Adviser, and Mentor.
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We chat about the following with Helen Goldberg:
- How can founders avoid becoming the bottleneck when every decision passes through them?
- What should drive hiring decisions—current skill gaps or future strategic needs?
- How is the evolving role of marketing reshaping sales strategy and growth?
- Can AI truly transform legal and operational processes without compromising quality?
- What’s the most effective way to empower sales teams to take ownership of results?
References
- https://www.linkedin.com/in/helen-goldberg-1339801/
- www.legaledge.co.uk
Biography
Helen is COO at LegalEdge, working with CEO Donna to deliver fractional in-house counsel services for scaling companies. She focuses on using the right people, processes, and technology to simplify legal work, integrate it into operations, and ensure lean, scalable solutions. Passionate about avoiding “over-lawyering,” Helen champions pragmatic, commercial legal strategies that help clients prioritise what matters, manage risk, and close deals faster.
To learn more about Beth and Brandon or to find out about sponsorship opportunities click here.
Summary
00:03:41 – Founder decision bottleneck
00:08:24 – Smarter hiring
00:09:07 – Marketing’s new role
00:13:56 – AI in legal operations
00:15:25 – Scaling the team
00:16:49 – Sales team empowerment
00:17:10 – Contract management rules
00:17:31 – Quarter-end readiness
00:43:37 – Startup legal essentials
00:43:45 – Scale-up legal strategy
This podcast uses the following third-party services for analysis:
Podcorn - https://podcorn.com/privacy
Transcript
Hello and welcome to another episode
Speaker:of the Operations Room, a podcast
Speaker:for COOs.
Speaker:I am Brandon Mencinga joined by
Speaker:Bethany Ayers.
Speaker:How are you this fine morning?
Speaker:I'm not hungover.
Speaker:Nice.
Speaker:Okay. That's step one in the
Speaker:recovery plan.
Speaker:Step one, not hungover.
Speaker:Step two, really tired because
Speaker:to go out last night.
Speaker:After hours event in Manchester.
Speaker:It was our final
Speaker:celebratory dinner of
Speaker:the acquisition.
Speaker:Well, that's nice.
Speaker:That sounds like fun.
Speaker:It was, we've had three now.
Speaker:We had the board dinner, which was
Speaker:in London, which was really nice
Speaker:because it was in London and then
Speaker:we had the
Speaker:bankers and lawyers dinner.
Speaker:That has to happen, of course, the
Speaker:bankers and lawyers celebrating all
Speaker:their fees.
Speaker:Exactly.
Speaker:So they covered that one, you know,
Speaker:so generously like, yes, you've made
Speaker:shitless out of it.
Speaker:So quite a nice meal again up in
Speaker:Manchester.
Speaker:And now last night was
Speaker:co-founders me and
Speaker:our former chairman.
Speaker:I was just relaxed.
Speaker:Everything's happened.
Speaker:You know, we're three months into
Speaker:the acquisition or whatever like,
Speaker:but it was also kind of
Speaker:ironic or a little Awkward
Speaker:for me.
Speaker:Because I'll be able to like, by
Speaker:the time this is being played,
Speaker:the announcement will be known is
Speaker:I am leaving peak because
Speaker:I found my first time CEO role.
Speaker:I know this is thrilling news and
Speaker:actually we're just sharing this
Speaker:with our podcast listeners right
Speaker:now. So you're transitioning
Speaker:officially from being a COO to
Speaker:a CEO.
Speaker:I'm sure with very similar problems
Speaker:to be honest, but that's fantastic.
Speaker:So that's great news.
Speaker:You must be super excited.
Speaker:Peak is done.
Speaker:The dinner is like the reflection of
Speaker:looking back. It's all about this
Speaker:future future exploration
Speaker:is being a CEO.
Speaker:For me, for the other
Speaker:three.
Speaker:They're mired in hell, basically.
Speaker:I don't know if we're allowed to say
Speaker:that, but you know, you said it, not
Speaker:me. So it was kind of a,
Speaker:it was a lovely dinner, a lot of
Speaker:reminiscing, but also,
Speaker:I don't know, maybe a little awkward
Speaker:or a little bit, there's like a
Speaker:little bit of tension there.
Speaker:Bethany is a mover and shaker.
Speaker:She does not wait for anything.
Speaker:Some individuals do like to hang
Speaker:around for a while.
Speaker:And usually there's like life
Speaker:choices attached to it where the
Speaker:income is good, there's stability
Speaker:there, there's no expectation to
Speaker:do a tremendous amount going
Speaker:forward, sort of, in this larger
Speaker:entity, so therefore they can spend
Speaker:more time with their family and that
Speaker:sort of thing.
Speaker:But beyond that, from a career
Speaker:perspective, moving on faster
Speaker:and sooner is the better option.
Speaker:Yes, and also like I wasn't actually
Speaker:actively looking or thinking about
Speaker:it. You know, I had mentally
Speaker:prepared to stay, but
Speaker:then a great opportunity
Speaker:came across my desk
Speaker:and I have
Speaker:talked and pursued and looked
Speaker:at enough first time CEO roles
Speaker:to know how
Speaker:bad they can be.
Speaker:And so this one was such a good
Speaker:opportunity. I was like, it's
Speaker:a bit early, but I'm not sure it's
Speaker:going to come up again.
Speaker:So the company is in a decent
Speaker:position. You feel pretty confident
Speaker:going in there and you
Speaker:have a bit of a sense of like your
Speaker:mindset as you transition into the
Speaker:CEO role.
Speaker:I am starting to think about it.
Speaker:I have three weeks off in between,
Speaker:so I think I'll be doing a lot more
Speaker:then. But it's interesting
Speaker:because the company is quite
Speaker:small, 25 people.
Speaker:I think my current team is
Speaker:135 or something.
Speaker:So going back down to 25,
Speaker:that part is not a worry for me.
Speaker:I can very easily organize 25
Speaker:people, but the
Speaker:idea of the buck stopping
Speaker:with me?
Speaker:Every decision ultimately being mine
Speaker:and being responsible
Speaker:for all of it.
Speaker:It is a bit daunting and I'm quite
Speaker:grateful that I don't have to
Speaker:like walk into a 500
Speaker:person company and have
Speaker:everything stopped with me.
Speaker:So it's like a good way of
Speaker:stepping into and training for it.
Speaker:And I'll know everybody, you know,
Speaker:it's not hard to know 25
Speaker:people. But what I've also thinking
Speaker:about is like the
Speaker:startup world of big
Speaker:ambition crossed with reality
Speaker:and being a European
Speaker:startup.
Speaker:So I feel like in Europe, I was
Speaker:actually, I wasn't a notion event
Speaker:this week that was,
Speaker:I really enjoyed it.
Speaker:Surprisingly good.
Speaker:Let me say like, you actually get a
Speaker:lot of events and looking at the
Speaker:lineup is like, you know, let's see.
Speaker:But then the content ended up being
Speaker:excellent. And they were talking
Speaker:about the difference between US and
Speaker:European VCs, because
Speaker:we always talk about that.
Speaker:And it really is the
Speaker:American VCs are looking
Speaker:at how to win.
Speaker:And the European VCs are
Speaker:focused on how not to lose.
Speaker:And I've been in Europe a very long
Speaker:time, yet I do have American pioneer
Speaker:spirit and I feel these two
Speaker:opposing forces.
Speaker:So part of me is like, let's grow
Speaker:ambitiously, but not crazily,
Speaker:make sure we retain a lot of
Speaker:money, extend our runway
Speaker:and be super conservative.
Speaker:And then the other part of may
Speaker:is one of the things that Notion
Speaker:shared was like, unit
Speaker:economic benchmarks for
Speaker:AI native companies.
Speaker:Oh, that sounds interesting.
Speaker:I need to get my hands on that.
Speaker:Yeah. So zero to five
Speaker:million, five million to 10.
Speaker:Those are two different cohorts and
Speaker:they are growing at
Speaker:200% year on
Speaker:year versus like
Speaker:kind of 80, 90%
Speaker:previously.
Speaker:And so then there's an element of
Speaker:like, we have to go all
Speaker:in, you have to be ambitious,
Speaker:100%.
Speaker:In order to clear the
Speaker:Let's go for it!
Speaker:I'm kind of like, ooh, am I cautious
Speaker:and do I retain 30 months
Speaker:runway or do I fuck it all
Speaker:and just go
Speaker:for the 200%?
Speaker:The other part of their benchmarking
Speaker:was that across the
Speaker:board companies are
Speaker:20% smaller than they were.
Speaker:And it's comparisons to 2023,
Speaker:which is frosty.
Speaker:So you're not looking at the
Speaker:world before free money, and
Speaker:now you're looking at money in now.
Speaker:So there's, there's a certain
Speaker:element of like, do you really need
Speaker:the brand ambassador for
Speaker:your a hundred person company?
Speaker:You can maybe skip that one as a
Speaker:role, but then also definitely
Speaker:the use of AI.
Speaker:Like everybody has their developers
Speaker:using it.
Speaker:Everybody's using it for back
Speaker:office.
Speaker:I was at a different event.
Speaker:I was in an aux event a
Speaker:couple months ago and
Speaker:somebody was like demonstrating vibe
Speaker:coding to this group.
Speaker:And it was interesting because it
Speaker:was like their event was a
Speaker:combination of their LPs
Speaker:and their portfolio because they
Speaker:used to just do an LP day and now
Speaker:they do it all together and
Speaker:then kind of like friends of Ox as
Speaker:well. So you had this room with
Speaker:LPs, high net worth individuals
Speaker:who were in their like mid 70s,
Speaker:80s and then you have people
Speaker:who were on the cutting edge of it.
Speaker:And so like the questions that you
Speaker:got were just such a variety and
Speaker:the audience was answering as much
Speaker:as the person speaking.
Speaker:One of the guys who was using
Speaker:cursor and such everywhere,
Speaker:what they had decided was not
Speaker:to standardize on one tool because
Speaker:it just doesn't matter and
Speaker:they don't want to have to fight
Speaker:their developers.
Speaker:So the new dev comes in and
Speaker:is like, I only use windsurf and
Speaker:they're like, okay, fine, use
Speaker:windsurfer. And the other one is
Speaker:like I think they were check and
Speaker:there's some check one that people
Speaker:really like. And so they had like
Speaker:six or seven of these tools in,
Speaker:but their team were,
Speaker:yeah, flying.
Speaker:That and SDRs,
Speaker:I don't know if the job is going to
Speaker:exist at all and
Speaker:actually if it's going to be more of
Speaker:like a rev ops type skill
Speaker:set, that what you're doing is
Speaker:running a bunch of bots and
Speaker:one SDR can do it all.
Speaker:At the end of the day, for outbound,
Speaker:there's a human being that's talking
Speaker:to another human being and that
Speaker:requires an SDR to do
Speaker:that. The SDR headcount question,
Speaker:do you think the same thing, which
Speaker:you can draw it down by, let's say,
Speaker:25%, just with the assumption that
Speaker:all this tooling will make them
Speaker:crazy productive.
Speaker:I think it can be even more also
Speaker:because I used to be a real
Speaker:proponent of on the phone,
Speaker:but I don't even know if the phone
Speaker:works anymore because nobody
Speaker:answers.
Speaker:I think it depends on the vertical,
Speaker:to be honest. I've learned this
Speaker:lesson the hard way because I had a
Speaker:similar viewpoint, which is like,
Speaker:who are these people?
Speaker:Why do we keep hiring them?
Speaker:Who picks up phones these days?
Speaker:That's madness.
Speaker:And then I realized in the PR
Speaker:and comms field, they do indeed
Speaker:pick up the phone and they do and
Speaker:indeed talk to these BDRs.
Speaker:So I think there's like a vertical
Speaker:specific element to this in my more
Speaker:recent company.
Speaker:Selling into law firms, it's a bit
Speaker:of a similar phenomenon where they
Speaker:do pick up phones to
Speaker:some extent.
Speaker:And maybe the macro trend is
Speaker:downward for all this stuff, which
Speaker:I'm sure it is overall.
Speaker:What do you think is the way forward
Speaker:then in terms of the mix of
Speaker:GTM, how best to
Speaker:do that?
Speaker:So this is one of the things that
Speaker:I'm toying with is to
Speaker:change what sales is responsible
Speaker:for and what marketing is
Speaker:responsible for.
Speaker:And I use marketing in air quotes
Speaker:that you can't see because I'm like
Speaker:marketing has just changed so much.
Speaker:And one of things we talked about
Speaker:this with Cassie that I really hate
Speaker:is marketing or like, no, look at my
Speaker:in-bounds and then everything else
Speaker:is an absolute shit show and nobody
Speaker:likes their in-downs, but marketing
Speaker:are like, we're doing a great job.
Speaker:We had some PR and we have loads of
Speaker:in- bounds of shit.
Speaker:Or you just get this real tension
Speaker:like it's not shit, but sales
Speaker:needs more or whatever.
Speaker:And so, and you also have
Speaker:salespeople who love
Speaker:selling.
Speaker:They're not actually very good at
Speaker:rev ops.
Speaker:And they end up with like this weird
Speaker:mix of partners
Speaker:that isn't clear is like, are they
Speaker:reseller partners? Are they referral
Speaker:partners? And so what
Speaker:I'm thinking about is moving
Speaker:all channels of
Speaker:PipeGen into what
Speaker:used to be the marketing department.
Speaker:And then sales is responsible
Speaker:for bringing money in.
Speaker:Because I didn't used to like having
Speaker:BDRs report into marketing, but
Speaker:I think that's just a function of
Speaker:marketing leaders rather than
Speaker:actually if you change the
Speaker:mindset.
Speaker:Yes, I agree with you a thousand
Speaker:percent on that.
Speaker:Because if marketing have BDRs
Speaker:and it's all about their
Speaker:responsibility, marketing leaders
Speaker:tend to just like use
Speaker:BDR to make themselves look
Speaker:better and still just produce,
Speaker:I'm clearly I'm really cynical today
Speaker:and if they're any marketing people,
Speaker:you're going to be like, how dare
Speaker:you, but like end up
Speaker:producing not great leads and
Speaker:use the BDR as almost as a weapon
Speaker:quite often.
Speaker:Whereas if you have somebody whose
Speaker:entire job is producing quality
Speaker:pipeline with whatever channel is
Speaker:available.
Speaker:Because a lot of BDR work is
Speaker:not on the phone.
Speaker:It's emails, it's LinkedIn,
Speaker:it is research, it trying
Speaker:out different positioning, and all
Speaker:of that fits quite naturally with
Speaker:some sort of pipeline generation
Speaker:role, and then hand it
Speaker:over to sales to close.
Speaker:Historically, in all these B2B SaaS
Speaker:companies, marketing sits there as
Speaker:almost like a side
Speaker:supplemental as an adder, almost in
Speaker:a sense, where it's treated that way
Speaker:or feels that way sometimes, I
Speaker:suppose, throwing your MQLs and so
Speaker:on.
Speaker:Whereas pipeline generation is a
Speaker:thing unto itself, somebody needs to
Speaker:be responsible for that.
Speaker:Classic marketing leaders are not
Speaker:really fit for purpose in a lot of
Speaker:ways. I think there's a new
Speaker:generation of, I don't know what you
Speaker:want to call it, mixture of like
Speaker:rev ops.
Speaker:Inbound outbound marketing but
Speaker:sales adapt something other than
Speaker:the hybrid thing happening where
Speaker:that leader is possible to the new
Speaker:generation coming up that will fit
Speaker:the bill i think to some extent and
Speaker:that is the way forward.
Speaker:Alright, so we've got a great topic
Speaker:for today, which is from red flags
Speaker:to green lights, making legal work
Speaker:for your scale-up, which a radically
Speaker:different topic than what we're
Speaker:talking about. We have an amazing
Speaker:guest for this, which Helen
Speaker:Goldberg. She is a fractional
Speaker:general counsel and founder of Legal
Speaker:Edge. Just before we get into the
Speaker:chat with her, a couple things
Speaker:I just wanted to walk through with
Speaker:you. So on the customer contract
Speaker:side, what is your view on this?
Speaker:I think it would predominantly for
Speaker:scale ups from a legal standpoint.
Speaker:This is like the vast majority
Speaker:of your dealings with legal matters
Speaker:for the most part.
Speaker:I remember very distinctly two
Speaker:companies ago in the last
Speaker:day of the quarter where
Speaker:quotas need to be filled, 100%
Speaker:quotas there, we're on the tipping
Speaker:point of it, I get the last contract
Speaker:for like 80 grand or something and
Speaker:it's sitting in front of me and it
Speaker:was given to me because it was being
Speaker:escalated and there's probably
Speaker:four non-standard terms that
Speaker:were ridiculous and I'm looking at
Speaker:this thing. And there's like so much
Speaker:pressure. The VP of sales is gonna
Speaker:kill you basically if it's not
Speaker:signed, because it's the 100% quota
Speaker:achievement type thing.
Speaker:Very quickly after that, I went on
Speaker:this like mission to make all of
Speaker:this better in terms of contracting
Speaker:the process itself and making sure
Speaker:that this never happened again.
Speaker:So with that example in mind,
Speaker:what's been your experience on the
Speaker:customer contract side?
Speaker:What I was thinking about was how
Speaker:to create your customer contract in
Speaker:the first place should not be from
Speaker:seed legals.
Speaker:I think you need to actually have
Speaker:some sort of law firm look at
Speaker:it and create it rather than just
Speaker:a broad template.
Speaker:But also I'm kind of always, I'm
Speaker:surprised at how
Speaker:long companies get
Speaker:away with really bad contracts
Speaker:and the risk you
Speaker:should have some kind of contract
Speaker:that's at least fit for purpose that
Speaker:looks like and represents your.
Speaker:And then with your example,
Speaker:where are the areas that you can
Speaker:negotiate versus
Speaker:when you need to bring in outside
Speaker:counsel? And for 80K, I think
Speaker:the risk is fairly low,
Speaker:although I have no idea what terms
Speaker:you had to sign up for, like
Speaker:unlimited liability and
Speaker:then you're like, okay, so this
Speaker:could like sink the company over
Speaker:80K.
Speaker:But then are you ever going to do
Speaker:anything that, you know,
Speaker:what's the likelihood of that
Speaker:situation actually coming up?
Speaker:As you get bigger, I'm
Speaker:a real fan of bringing in in-house
Speaker:counsel.
Speaker:Like it just makes such a
Speaker:difference. And it's probably around
Speaker:about, I mean, in the old world
Speaker:that we were just talking about with
Speaker:AI, everything changes, but it's
Speaker:kind of like a hundred people
Speaker:and then somewhere between five and
Speaker:10 million.
Speaker:It becomes way easier to
Speaker:have in-house counsel to deal with
Speaker:these things and preempt it and
Speaker:explain why you can't
Speaker:sign it or why you're gonna sign it
Speaker:and what does that actually mean.
Speaker:So do you think it's that early?
Speaker:I debate with myself slightly in one
Speaker:sense because usually what ends up
Speaker:happening is to your point, the
Speaker:contracts are kind of like a sorted
Speaker:mess.
Speaker:You get to the company, you look at
Speaker:that. My first impulse is
Speaker:to say, okay, the first step is to
Speaker:like operationalize this.
Speaker:So I don't need a legal person to do
Speaker:that. I need Brandon or somebody
Speaker:else to basically look at the
Speaker:process by which we're doing these
Speaker:things and make that better number
Speaker:one. And then number two, once we
Speaker:see the results of that, we can make
Speaker:a decision based on throughput.
Speaker:When a legal counsel person makes
Speaker:sense because the residual 20% of
Speaker:contracting where you need to get
Speaker:guidance or advice or whatever, or
Speaker:10%, it depends on the volume that's
Speaker:being throughput in terms of
Speaker:whether or not to just continue to
Speaker:use outside counsel or in fact
Speaker:there's enough meat on the bone
Speaker:there to bring somebody in, I
Speaker:suppose. So in my spidey
Speaker:sense, it was a little bit farther
Speaker:out than what you described.
Speaker:Yeah, I think part of it is in-house
Speaker:counsel does have to be full-time.
Speaker:And so you can definitely bring
Speaker:somebody in a few days a week.
Speaker:And we've ended up in multiple
Speaker:companies having in- house
Speaker:counsel who are
Speaker:women with children.
Speaker:You know, so they're qualified lawyers,
Speaker:they now have kids, they do
Speaker:part-time, and it works
Speaker:really well until you get to the
Speaker:point where full- time is needed or
Speaker:building out the rest of the team.
Speaker:But also in-house counsel doesn't
Speaker:just do customer contracts.
Speaker:They can become the company
Speaker:secretary. They can deal with all of
Speaker:the option agreements,
Speaker:all of the other annoying
Speaker:things that you start to have to do
Speaker:as you get bigger.
Speaker:No, that's a good point.
Speaker:So I'll lay out my
Speaker:five golden rules right now.
Speaker:Look at you and your rules.
Speaker:I know we've kind of discussed this
Speaker:on one of our previous podcasts with
Speaker:Ahmed, if you recall, but similar
Speaker:nature related to customer
Speaker:contracting, but another kind of
Speaker:kick at the can for the golden
Speaker:rules.
Speaker:So the first one, just making sure
Speaker:that the enterprise contract is
Speaker:friction-free and standard and
Speaker:boring and normal and
Speaker:very easy to sign.
Speaker:I think that first basic step is
Speaker:so incredibly important just to
Speaker:reduce fundamental friction with
Speaker:people signing the agreement because
Speaker:the vast majority of companies, for
Speaker:the
Speaker:sign those agreements.
Speaker:So expectations for indemnification,
Speaker:limitation of liability, SLAs,
Speaker:just do the industry standard stuff.
Speaker:Golden rule number two, standardized
Speaker:pre-approved swap-outs for
Speaker:sections. So don't monkey with the
Speaker:language in terms of the red lines.
Speaker:Whatever you're seeing for recurring
Speaker:requests related to certain
Speaker:things that are in that contract,
Speaker:just create the blocks of text to
Speaker:be able to swap them out.
Speaker:It's much more simple for everyone
Speaker:involved, as opposed to the lawyers
Speaker:finicking back and forth.
Speaker:Golden rule number three, the
Speaker:empowerment for the sales team
Speaker:with guardrails in terms of
Speaker:empowerment. So what can the
Speaker:salesperson change?
Speaker:What can the VP of sales change?
Speaker:And it goes back up to the CEO of
Speaker:that point, depending on how many
Speaker:layers of escalation that you want.
Speaker:But the key part is the empowerment
Speaker:piece where there's clear
Speaker:things that the sales person can
Speaker:modify by themselves and don't have
Speaker:to talk to anybody, basically.
Speaker:Golden rule, number four, tearing
Speaker:your customers by risk here a
Speaker:little bit.
Speaker:So smaller customers that are
Speaker:small and annoying for changes.
Speaker:Just making a decision at some point
Speaker:when you're mature enough to say
Speaker:there's zero changes to these
Speaker:contracts, take it or leave it type
Speaker:thing. And then being able to tear
Speaker:your way into like the larger ones
Speaker:where it's legitimately sensible to
Speaker:spend more time if it's required to
Speaker:do changes.
Speaker:And then the last one is close
Speaker:of the quarter.
Speaker:So close of a quarter, just making
Speaker:sure that there's space and capacity
Speaker:to deal with stuff that's happening
Speaker:to ensure that you don't have a
Speaker:big backed up queue of contracts
Speaker:where the VP of sales is losing
Speaker:their mind based on their kind of
Speaker:quota achievements.
Speaker:Harkening back to my initial
Speaker:comment.
Speaker:So, sorry, that was a long die try,
Speaker:but what do you make of that?
Speaker:Once you move into enterprise,
Speaker:I feel like sometimes contracts are
Speaker:marked up for just
Speaker:the sake of marking up.
Speaker:Have you ever come across this where
Speaker:people like just improve each
Speaker:other's drafting, but there's
Speaker:actually no difference or
Speaker:like, if we write it this way,
Speaker:it'll be better and it's like, I
Speaker:don't even know why you do that.
Speaker:Yeah, it's like philosophical
Speaker:alignment from lawyers.
Speaker:Yes.
Speaker:And those are the things that fill
Speaker:up your end of quarter.
Speaker:You're trying to negotiate the ones
Speaker:where there's like proper terms,
Speaker:it's really something.
Speaker:And so I have found that we,
Speaker:you get these ones back where
Speaker:they're like, we don't want to have
Speaker:it be reasonably, we want
Speaker:it to have to be whatever.
Speaker:And it's just like,
Speaker:And those are the annoying ones.
Speaker:I think sometimes these swap-outs
Speaker:for the blocks of text to that point
Speaker:is way easier as long as they're
Speaker:willing to accept it.
Speaker:The buyer at the end of the sales
Speaker:cycle looks at what's happening with
Speaker:some of these things that are going
Speaker:on. You're like, look, they have the
Speaker:power to tell the lawyer, stop doing
Speaker:that, take this block of text and
Speaker:just dump it in.
Speaker:It serves the purpose and let's move
Speaker:on. Some of that
Speaker:buyer override is sometimes useful
Speaker:in most cases.
Speaker:And just not giving them the ability
Speaker:to, like not giving them the word
Speaker:document.
Speaker:That was the thing with Amen is
Speaker:wasn't it? Like you let them have
Speaker:all of the comments that they want
Speaker:as an addendum, but the
Speaker:contract stays the contract.
Speaker:And then I think that takes away
Speaker:some of this desire to
Speaker:redraft each other's
Speaker:wording.
Speaker:All right, love that, why don't we
Speaker:park it here and let's move on to
Speaker:our conversation with Helen
Speaker:Goldberg.
Speaker:I guess I'm going to go off-piste
Speaker:already.
Speaker:SeedLegals and I guess these other
Speaker:platforms, what are they good
Speaker:for?
Speaker:There's lots of good platforms out
Speaker:there. I talk to lots of people
Speaker:about them and particularly, of
Speaker:course, AI now.
Speaker:Lots of people say, what should I be
Speaker:using them for? When should I been
Speaker:using them?
Speaker:If it helps, I do for lots of people
Speaker:I do like a risk heat map,
Speaker:which is kind of like, you know, if
Speaker:you're doing something low risk,
Speaker:that's where you should be using
Speaker:platforms, templates, free stuff,
Speaker:AI.
Speaker:There's lot of good stuff that can
Speaker:be done with free resources
Speaker:or cheap resources at
Speaker:that low risk end.
Speaker:Then there's sort of like the amber
Speaker:zone and the red zone.
Speaker:Red zone, I always say over lawyer,
Speaker:high risk, high value.
Speaker:Something really bad can go wrong.
Speaker:Don't scrimp on whatever the
Speaker:resources are, legal, ops,
Speaker:finance, whatever it is.
Speaker:We sit somewhere in the middle.
Speaker:So seed legal, I think is good for
Speaker:getting you going, as is AI
Speaker:and free templates.
Speaker:I do think that some people buy
Speaker:into platforms either a bit early.
Speaker:So for example, I had a really big
Speaker:discussion with a group of CFOs
Speaker:recently about Carter and CapDesk.
Speaker:So people can quite often buy
Speaker:those cap table management platforms
Speaker:in quite early, not realizing that
Speaker:actually they should stay on a
Speaker:spreadsheet a bit longer, because
Speaker:they're quite expensive and you need
Speaker:somebody to run them.
Speaker:And it's the same with SeedLegals.
Speaker:I think what Anthony's done with
Speaker:SeedsLegal is amazing, but
Speaker:I think his idea of you can
Speaker:do without lawyers is not very safe
Speaker:because you can't really rely on it.
Speaker:Managing your cap table and managing
Speaker:your IP are the two things that
Speaker:can get messed up early on.
Speaker:It's really common to have them
Speaker:messed up and they're really
Speaker:hard and expensive to fix later on.
Speaker:So I do a speech and I
Speaker:do blog to anybody that will listen.
Speaker:I did one recently called What Not
Speaker:to Fuck Up, excuse my language.
Speaker:So that's why I'm a little bit
Speaker:cautious about seed legals.
Speaker:We work with them.
Speaker:I don't love their founder
Speaker:agreement. It doesn't quite work,
Speaker:but some of their other agreements
Speaker:are fine.
Speaker:I just think if you're using
Speaker:contracts from somewhere, you've
Speaker:just got to use a template
Speaker:if it's low risk.
Speaker:If it's something to do with your
Speaker:cap table and it's really important,
Speaker:you want to get a bit of decent
Speaker:advice. And I think it's slightly
Speaker:naughty because I'm probably the
Speaker:only person that reads their terms
Speaker:and conditions and they say, you
Speaker:can't rely on it. You have to get
Speaker:a lawyer and an accountant as well.
Speaker:And I'm just like, what's the point?
Speaker:Anyway, they get you to a certain
Speaker:level and that's fine.
Speaker:I think if you're an educated user
Speaker:of them, they're good.
Speaker:If you don't know what you're doing,
Speaker:you really need to ask somebody
Speaker:rather than hope for the best.
Speaker:And then in the intellectual
Speaker:property space, what are we talking
Speaker:about? Like what's the concern in
Speaker:that area?
Speaker:Yeah, it's a good question.
Speaker:And for some clients, it really
Speaker:doesn't matter.
Speaker:So it really, for companies that
Speaker:where brand is really important,
Speaker:or for lots of our tech companies
Speaker:where they're building proprietary
Speaker:tech, it is just really important
Speaker:to have the agreements in place,
Speaker:whoever's building it for you,
Speaker:you need to make sure that you get
Speaker:an IP assignment from them.
Speaker:And for brands, so for lots
Speaker:or IFCG clients,
Speaker:is just about registering trademarks
Speaker:and making sure that they're looking
Speaker:after their brand properly.
Speaker:I think a lot of people think that a
Speaker:company name or a URL
Speaker:is the way to protect their name and
Speaker:it's not a really good registered
Speaker:trademark is the most important way
Speaker:to do it. So it's really simple
Speaker:stuff to protect your IP early
Speaker:knowing that if you've got an
Speaker:employee you get their IP but if
Speaker:you're using a contractor freelancer
Speaker:developer you have to get an IP
Speaker:assignment and make sure that you
Speaker:actually in it.
Speaker:So, practical ownership and
Speaker:physical IP assignment.
Speaker:From an employment agreement
Speaker:standpoint, that's like a classic
Speaker:template of owning the IP from
Speaker:employees, but I guess what you're
Speaker:talking about is like stuff that
Speaker:resides outside of that, which is
Speaker:other things you may not realize
Speaker:what you are doing in terms of
Speaker:consulting or contractors, that type
Speaker:of thing.
Speaker:So there's the, the contractor side
Speaker:of things, but then there's also
Speaker:these like development agencies
Speaker:and the number of times I've heard
Speaker:about companies where they're like,
Speaker:Oh, I'm just prototyping, I am doing
Speaker:this, I am doing that and then
Speaker:suddenly they have a whole product
Speaker:and they haven't paid attention to
Speaker:the T's and C's and they don't own
Speaker:their product.
Speaker:I've had that story multiple times.
Speaker:Oh, okay.
Speaker:Yeah. It makes me cry because those
Speaker:are the things.
Speaker:And you're right, Brandon,
Speaker:employees, even if you don't have an
Speaker:IP clause, you get their IP
Speaker:generally.
Speaker:But you're right, Bethany.
Speaker:So many people, particularly those
Speaker:startups and scale-ups, they're
Speaker:running so fast that
Speaker:they're often not tidying this stuff
Speaker:up as they go.
Speaker:So they've got developers and
Speaker:agencies or whatever, and somebody
Speaker:just needs to just make sure they're
Speaker:using the right template almost.
Speaker:That's quite often all they need.
Speaker:The classic one is the contracts,
Speaker:customer contracts, and there's
Speaker:always this question of how do we
Speaker:get faster turnaround for these
Speaker:things in particular when there's
Speaker:just like a lot of back and forth
Speaker:between the prospect and the
Speaker:company in terms of the terms
Speaker:themselves.
Speaker:Those lawyers slowing things down.
Speaker:Oh, my goodness.
Speaker:Yeah, they're painful on every
Speaker:side. It drives everybody mad.
Speaker:Look, it's such a big part of what
Speaker:we do for our clients as they
Speaker:grow. We're often giving them really
Speaker:good templates and training their
Speaker:sales teams and giving them
Speaker:playbooks and running those through
Speaker:AI so that they can get a good idea
Speaker:about what they can and can't
Speaker:negotiate.
Speaker:And then once they're at a scale
Speaker:where they can start putting some
Speaker:rules in place for their
Speaker:non-enterprise.
Speaker:Customers, we can just say, right,
Speaker:there's your template, you don't
Speaker:accept any changes.
Speaker:So your enterprise clients, here are
Speaker:the ones, here the things that you
Speaker:can change, here are things that
Speaker:shouldn't change without escalating.
Speaker:So it's just about getting that
Speaker:process better.
Speaker:There's loads of good customer or
Speaker:contract management systems out
Speaker:there, but the answer I always think
Speaker:isn't in a system.
Speaker:There's Juro and all these other
Speaker:great platforms out there, but
Speaker:actually it's just in having a
Speaker:really good reasonable agreement
Speaker:that can get signed up quickly so
Speaker:that the contract actually is the
Speaker:quickest thing to do.
Speaker:You really don't want that contract
Speaker:negotiation taking lots of time.
Speaker:The amber zone or at least
Speaker:like getting it done to begin with.
Speaker:Once you have a contract that works,
Speaker:you don't need a lawyer for every
Speaker:negotiation.
Speaker:But I have seen companies either
Speaker:spend huge amounts of money
Speaker:and using like
Speaker:ever sheds or bird and bird
Speaker:or whatever, you know, in these like
Speaker:hundred K for a contract and it's
Speaker:take six months for whatever reason,
Speaker:or companies who've
Speaker:downloaded something that's beyond
Speaker:not fit for purpose.
Speaker:Doesn't cover anything and they're
Speaker:signing up Toyota with it.
Speaker:Who's like, yeah, I'll take this
Speaker:because there are no terms here.
Speaker:It's all for us, whatever.
Speaker:So who should they go to?
Speaker:How long should it take?
Speaker:And how much should it cost to sort
Speaker:out your first customer contract,
Speaker:assuming you're a startup scale
Speaker:up, well, startup tech business.
Speaker:And look, start up a very different
Speaker:to scale up, right?
Speaker:Start up, you're just trying to get
Speaker:anybody to buy your thing
Speaker:as soon as you can, right.
Speaker:So.
Speaker:I'll have a lot of conversations
Speaker:where people say it doesn't matter
Speaker:what they come back with, I'm
Speaker:signing them up and their level of
Speaker:risk is very high.
Speaker:What I think is great is seeing
Speaker:them scale and putting those
Speaker:building blocks in place.
Speaker:So you can just go, actually, now
Speaker:you're at a scale where you don't
Speaker:have to sign anybody up on any terms
Speaker:or on no terms.
Speaker:So that's where I like to, and it's
Speaker:quite often it's sort of a
Speaker:particular investment round.
Speaker:They might have done a series A or a
Speaker:series B. It's like, actually we're
Speaker:bigger now, we're more sensible now.
Speaker:We can start looking back at our
Speaker:old.
Speaker:Contracts, making those better
Speaker:and getting better templates
Speaker:and getting better training for our
Speaker:sales team so that actually the
Speaker:contracts are improving over time.
Speaker:So it really depends on where you
Speaker:are. What you really want is a
Speaker:really good template that you can
Speaker:use with as little pushback as
Speaker:possible from as many people as
Speaker:possible.
Speaker:None of us, that's not quite true,
Speaker:some lawyers love it, we don't
Speaker:like to have a long drawn out
Speaker:discussion about what identity
Speaker:you should have.
Speaker:It's so theoretical.
Speaker:Or what the cap should be on
Speaker:the liability for breach of
Speaker:data regulations.
Speaker:Or this stuff is also theoretical.
Speaker:There are some good standards.
Speaker:That's why it's good just to use
Speaker:somebody.
Speaker:Who knows what the industry standard
Speaker:is for SaaS or whatever it is that
Speaker:you're doing and just go, yeah,
Speaker:let's not argue about this.
Speaker:We all know what we should come down
Speaker:to, so let's just cut it out,
Speaker:not spend lots on very expensive
Speaker:lawyers.
Speaker:Law firms, evershades, et cetera,
Speaker:are really good for high value, high
Speaker:risk work.
Speaker:They should be used for big
Speaker:corporate deals, for big scale,
Speaker:high scale litigation, for really
Speaker:big projects.
Speaker:They shouldn't really be used for
Speaker:the BAU because they're really,
Speaker:they're set up to enjoy
Speaker:and That's how they make their
Speaker:money is with the back and forth of
Speaker:those sorts of things.
Speaker:So rather than the negotiation
Speaker:of a one-off contract, if you have
Speaker:to go and create your customer
Speaker:contract for the first time, you're
Speaker:signing up 20K
Speaker:to 100K
Speaker:ARR customers.
Speaker:I don't know, you have half a
Speaker:million, a million in turnover.
Speaker:How much should you spend to
Speaker:get your customer contracts right?
Speaker:The very first one, not the one that
Speaker:you're negotiating with a customer,
Speaker:but the one you hand to a customer.
Speaker:It's a good question, and we like to
Speaker:put a, so often we're doing a proof
Speaker:of concept contract or a
Speaker:trial contract, which is very short
Speaker:and brief. It's got to be short
Speaker:because they just need it signed up
Speaker:quickly. And then you can grow
Speaker:that template over time.
Speaker:So often people are watching the
Speaker:back and forth.
Speaker:They're testing out their customers.
Speaker:They might pivot. They might be
Speaker:different products or services.
Speaker:So we're adding those in, making the
Speaker:contract better as they go,
Speaker:and then you're phasing out
Speaker:the. Not so good ones over
Speaker:time. It's an iterative process.
Speaker:What are the legitimate
Speaker:conversations I should spend money
Speaker:on with legal edge to talk through
Speaker:to make sure that I ensure that
Speaker:that risk is looked at
Speaker:properly by a legal professional?
Speaker:What are those couple of things that
Speaker:we should do?
Speaker:And that's why we like a playbook.
Speaker:In fact, we love a play book.
Speaker:So we'll go through it with each of
Speaker:our businesses and go, when you're
Speaker:at that stage, we will
Speaker:put together a play-book and we'll
Speaker:often run it through AI as well,
Speaker:which is here are the things, this
Speaker:is where you need to escalate.
Speaker:To finance, to legal, to whoever it
Speaker:is. Or it can simply just
Speaker:be, hey, someone wants me to,
Speaker:they're an American customer and
Speaker:they want to include loads of
Speaker:indemnities, or they want it under
Speaker:New York law, or it's
Speaker:often weird watching what comes
Speaker:back and saying, you've got all of
Speaker:this in the playbook, here are the
Speaker:three things that you want to
Speaker:involve us with, but the rest you
Speaker:can deal with yourself.
Speaker:Sometimes though, you just have to
Speaker:jump on a call because they've got
Speaker:big law on the other side,
Speaker:or, they've got somebody who doesn't
Speaker:understand it, so have to talk it
Speaker:through. Or you're getting thrown
Speaker:customer paperwork.
Speaker:Quite often, if you're dealing with
Speaker:a Toyota, they'll say, hey, use our
Speaker:contract.
Speaker:Very often, it's not fit for
Speaker:purpose, so you've got to explain
Speaker:that to them.
Speaker:Then you've go to try and explain
Speaker:why you should use yours, then they
Speaker:get pushback. So you're often
Speaker:playing this game, and you're just
Speaker:trying to navigate that as quick as
Speaker:you can to get that deal signed up.
Speaker:So here's a related question
Speaker:slash frustration, I suppose.
Speaker:Whenever I use outsource legal
Speaker:counsel, and I'm trying to get that
Speaker:lawyer to tell me like, how much
Speaker:real risk are we talking about here?
Speaker:We have this back and forth and I
Speaker:cannot get them to give an opinion,
Speaker:basically.
Speaker:I find it immensely frustrating.
Speaker:You're using the wrong people,
Speaker:Brandon. What's the actual risk?
Speaker:I don't know why.
Speaker:I think our training sometimes
Speaker:isn't great.
Speaker:In-house lawyers should be much
Speaker:better at this than external
Speaker:legal counsel because they really
Speaker:know your business.
Speaker:I think it's really important to
Speaker:say, hey, either I
Speaker:don't think this is a risk or it's a
Speaker:risk but I don't think it's ever
Speaker:gonna happen. So that's why we use
Speaker:this heat map. It's like how likely
Speaker:is it to happen and how
Speaker:much could it cost if it does
Speaker:happen? That's why the red stuff
Speaker:is that it's actually kind of likely
Speaker:to happen and it could be really
Speaker:expensive to fix.
Speaker:That's the red zone.
Speaker:You overdo it.
Speaker:Right. So that's the ridiculous
Speaker:thing. I think also with legalists,
Speaker:it's a lot of contracts are just
Speaker:insurance policies.
Speaker:Again, particularly for startup
Speaker:founders, I do a big discussion
Speaker:about co-founder agreements,
Speaker:shareholder agreements, whatever you
Speaker:want to call them, because I see
Speaker:so many founder fallout.
Speaker:I say to them, there's just
Speaker:one thing you need to cover which is
Speaker:what should happen to your shares if
Speaker:you fall out because it is so
Speaker:common. It is just an insurance
Speaker:policy. You deal with it, you talk
Speaker:about it, which is really a good
Speaker:conversation to have.
Speaker:You put it in agreement then you put
Speaker:it away and you never hopefully have
Speaker:to look at it again.
Speaker:But if you do have to look at it
Speaker:again, it's because something really
Speaker:bad has happened and you need to
Speaker:rely on it.
Speaker:So that's why I talk about
Speaker:co-founder fallout because it's, in
Speaker:my view, really, really common.
Speaker:Indemnities, I mean, whether it's
Speaker:indemnity basis or not
Speaker:on a recovery, I
Speaker:can't believe that we are still
Speaker:having this discussion in this day
Speaker:and age about it.
Speaker:It's just as to how much of your
Speaker:costs are covered.
Speaker:You know, if it's really likely to
Speaker:happen, should you even be doing
Speaker:that agreement in the first place?
Speaker:So how about the converse with
Speaker:supplier agreements?
Speaker:Like what am I concerned about?
Speaker:What are the red flags?
Speaker:Yeah, that's another one that we do
Speaker:a lot of. If you're buying in
Speaker:something really big and important,
Speaker:then you need to give it more care
Speaker:and attention.
Speaker:Otherwise, what we do is just a red
Speaker:flag analysis.
Speaker:So the usual sorts of supply
Speaker:contracts, it's just a quick, have
Speaker:a look.
Speaker:Again, you can run it through AI.
Speaker:Are there any red flags on this?
Speaker:Is there anything I should be aware
Speaker:of that I might
Speaker:want to push back on?
Speaker:And then off you go.
Speaker:But I think a lot of the problems,
Speaker:again, that we see apart from
Speaker:co-founder agreements are on tech
Speaker:development.
Speaker:Those are the things that I think
Speaker:often aren't very well thought
Speaker:through at the outset that
Speaker:get kind of worse later on and
Speaker:then you can get into some really
Speaker:horrible disputes and very
Speaker:often the contract is not very
Speaker:well-thought through at the
Speaker:beginning because nobody really
Speaker:knows what everybody else is doing
Speaker:or they haven't really got time to
Speaker:think it through properly.
Speaker:So that should really have somebody
Speaker:who really knows what they're doing
Speaker:with a tech development contract.
Speaker:That's what I was talking about at
Speaker:the beginning is when you're using
Speaker:these outsourced developers and
Speaker:they end up owning everything.
Speaker:It's often not the IP clause that
Speaker:causes a problem, although it
Speaker:definitely can.
Speaker:It's actually that there isn't
Speaker:something dealing with what the
Speaker:process is, what the milestones are,
Speaker:what the deliverables are, how the
Speaker:payment works, because the startups
Speaker:can't afford to get anybody to look
Speaker:at it.
Speaker:So you've mentioned a few times
Speaker:running it through AI.
Speaker:What do you mean?
Speaker:Like just chat GVT or like,
Speaker:are you actually recommending some
Speaker:specific things?
Speaker:I mean, gosh, if you talked to me
Speaker:last year, it would have been a
Speaker:different story, but there's some
Speaker:really good stuff out there and
Speaker:there's lots of good legal AI
Speaker:products. We're testing some at the
Speaker:moment.
Speaker:So there's chat GPT, there's
Speaker:copilot, there's all these sort of
Speaker:generic things.
Speaker:There's some really good legal AI
Speaker:out there as well, which is really
Speaker:good at summarizing contracts,
Speaker:marking them up, suggesting clauses.
Speaker:So we're testing all of that at the
Speaker:moment. And there's a gazillion out
Speaker:there. In fact, somebody posted on
Speaker:LinkedIn recently a little map of
Speaker:all the different legal AI products
Speaker:out there at the movement.
Speaker:It is huge.
Speaker:Just in the contract space, I would
Speaker:say there's well over a hundred
Speaker:out there And that might even just
Speaker:be Europe, I'm not sure.
Speaker:What products are you liking right
Speaker:now and what's getting you excited?
Speaker:So we're testing a couple.
Speaker:We've looked at Wordsmith and Flank
Speaker:and there's one
Speaker:connected to Thomson Reuters because
Speaker:most lawyers will
Speaker:use a Thomson-Reuters product called
Speaker:Practical Law.
Speaker:We're looking at their product now
Speaker:too. They used to be the go-to
Speaker:place for templates, so we would use
Speaker:all of their templates and tailor
Speaker:them. If a lawyer ever says they're
Speaker:drafting anything from scratch, it's
Speaker:a lie. Nobody ever drafts anything
Speaker:from the scratch.
Speaker:We've all got a gazillion templates.
Speaker:It's a god-knows.
Speaker:What's really interesting is to see
Speaker:these products come out and how
Speaker:they're using their own templates
Speaker:and advice, etc.
Speaker:Yeah, I had dinner the other
Speaker:night with some lawyers and they
Speaker:have built their own internal
Speaker:AI. It's one of the big law firms
Speaker:and they were talking about another
Speaker:one of the big laws firms who are
Speaker:their friends with who've also built
Speaker:and they all have really corny
Speaker:names. I can't share the names
Speaker:because you would figure out which
Speaker:law firm it was.
Speaker:And it's doing a
Speaker:lot of the searching for
Speaker:them and the research in
Speaker:effect. But we recently went
Speaker:through an acquisition and
Speaker:as we were being acquired.
Speaker:And I have to say that, yeah, seeing
Speaker:that, I was like, oh, yeah.
Speaker:There's still plenty of scope for
Speaker:lawyers. Like, it's not about
Speaker:drafting, and it's
Speaker:not about all this BAU
Speaker:stuff, but like corporate law and
Speaker:M&A, the
Speaker:lateral thinking and the
Speaker:problem solving.
Speaker:It's amazing and has nothing to
Speaker:do with how you draft it.
Speaker:In a way, it's taking us back a
Speaker:little bit to what we should be
Speaker:doing properly, which is being that
Speaker:advisor. I used to be an M&A lawyer,
Speaker:so I used do that stuff.
Speaker:And it's so good to see technology
Speaker:being used in the right way for due
Speaker:diligence, for data room management,
Speaker:you know, because old school, and
Speaker:this is, I'm so old now, we used to
Speaker:have folders of stuff and we'd just
Speaker:put people in a dark room and let
Speaker:them read.
Speaker:You know, if we really wanted to
Speaker:torment people, we'd give them an
Speaker:internal room with no windows and
Speaker:they'd have their poor trainees
Speaker:sitting there for days.
Speaker:Reading contracts.
Speaker:Now you can just put it all through
Speaker:and just check the really important
Speaker:stuff.
Speaker:So for all of us, we've all got
Speaker:different jobs that will
Speaker:might use different technology,
Speaker:whether it's platforms, AI,
Speaker:whatever it is, it's just important
Speaker:to use them in the right way,
Speaker:and to have the right people using
Speaker:them. So for example,
Speaker:I talk about EMI management because
Speaker:quite often it gets messed up and
Speaker:messed up because you've got
Speaker:somebody in admin doing it who's
Speaker:somebody's kind of just gone, oh,
Speaker:you can do this.
Speaker:And actually, it's kind complex and
Speaker:they shouldn't be doing it and it
Speaker:gets messy over time.
Speaker:I heard a very interesting talk from
Speaker:the GC of Onfido when they were
Speaker:bought. Telling us how messed
Speaker:up their cap table and their EMI
Speaker:scheme was and how much time and
Speaker:money it cost them to sort it
Speaker:out when they really should have
Speaker:been getting that deal done a lot
Speaker:quicker.
Speaker:Yeah, we actually, we had another
Speaker:guest on who was talking about
Speaker:the EMI schemes and says that
Speaker:it's not just because it's like his
Speaker:hypothesis is it falls through the
Speaker:cracks because it is partially
Speaker:people, partially law
Speaker:and partially finance.
Speaker:And there's nobody who actually
Speaker:knows who's owning it.
Speaker:Everybody's doing their bit and also
Speaker:all the advisors are only advising
Speaker:you on one section.
Speaker:And so nobody's thinking about
Speaker:the future impact.
Speaker:I guess I'm just pointing out.
Speaker:It's not just a law problem.
Speaker:Getting your cap table right is...
Speaker:You're so right.
Speaker:And this is the thing is, with
Speaker:particularly as an in-house council,
Speaker:you're touching all parts of the
Speaker:business.
Speaker:And so I've always been a bit for,
Speaker:particularly as a sole in-hours
Speaker:council, I've been a control freak.
Speaker:What do I want to get my arms around
Speaker:and what do I wanna be involved in?
Speaker:But then you've got limited time and
Speaker:budget. So I've wanted to be
Speaker:in control of the cap table, but I'm
Speaker:like, you know, there's so many
Speaker:other things involved in the day job
Speaker:and mostly people are going,
Speaker:shouting for their contracts that
Speaker:sales team can make their
Speaker:commission.
Speaker:So it's always just balance of
Speaker:getting it right.
Speaker:But it's also just really important,
Speaker:and that's why I do the heat risk
Speaker:map, it's really important to work
Speaker:out what you really should be
Speaker:focusing on.
Speaker:And it's always quite useful, it's
Speaker:almost like a computer says no
Speaker:thing.
Speaker:Often it's the person that shouts
Speaker:the loudest that you shouldn't be
Speaker:spending the most time and money on,
Speaker:and it's some of the stuff that
Speaker:nobody's looking at or they don't
Speaker:know that it's a problem that you
Speaker:really should be fixing.
Speaker:That's when I kind of, and I think
Speaker:it's really important for legal to
Speaker:have a really good relationship with
Speaker:finance and HR so that those
Speaker:gaps don't appear so somebody knows
Speaker:who's dealing with it and that it's
Speaker:being looked after properly.
Speaker:I'm sorry, if we're just gonna go
Speaker:for cap table, one last piece of
Speaker:advice I would give and Helen, see
Speaker:if whether or not you agree with me
Speaker:is when you're very first starting a
Speaker:company and you don't know anything
Speaker:and you know if you're gonna take
Speaker:any money and you're just figuring
Speaker:out whether or not it's company,
Speaker:normal articles of association,
Speaker:fine.
Speaker:I guess you do still wanna deal with
Speaker:your founder in case it actually
Speaker:goes somewhere. But as soon
Speaker:as money is
Speaker:involved, get a
Speaker:lawyer who understands
Speaker:Money, not just
Speaker:your lawyer down the road who
Speaker:happens to be a lawyer, but somebody
Speaker:who actually is involved in
Speaker:the VC world or however
Speaker:world you're going for, who's
Speaker:aware of funding rounds and
Speaker:transactions and bring
Speaker:them in then.
Speaker:And that might even be seed, but
Speaker:like as soon as you get anybody
Speaker:outside of you.
Speaker:You need a lawyer who's not scared
Speaker:of an Excel spreadsheet and who
Speaker:won't go, oh no, that's numbers,
Speaker:that not my job.
Speaker:But it's not just that they're not
Speaker:afraid of it because there's,
Speaker:although again, from the most, from
Speaker:my recent M&A, lawyers
Speaker:appear to only use
Speaker:Word and bankers appear to only
Speaker:use Excel and
Speaker:salespeople only use PowerPoint.
Speaker:And like, you don't see a lot of
Speaker:crossover, but it was amazing.
Speaker:Like I would get from the lawyers,
Speaker:the to-do list, and it was all in
Speaker:tables in Word.
Speaker:It made me laugh that it's, not just
Speaker:a numeracy thing, it's an
Speaker:experience. It's understanding.
Speaker:If it looks like this
Speaker:in your articles of association or
Speaker:your cap table today, it's going to
Speaker:be an absolute disaster when you go
Speaker:for your next round or your next
Speaker:three rounds or when you're looking
Speaker:to exit.
Speaker:And you just need that person to use
Speaker:a very American phrase who can see
Speaker:around the corner.
Speaker:This question of scale ups, how you
Speaker:keep the cost down associated to
Speaker:legal work prior to actually hiring
Speaker:somebody. And I guess, when is the
Speaker:right time to make a legal hire at
Speaker:the end of it?
Speaker:And what kind of person are you
Speaker:actually looking for in that role?
Speaker:Assuming that a lot of it's gonna be
Speaker:commercially focused for contracts
Speaker:and whatnot.
Speaker:I always say to people, for us, so
Speaker:we work for about 75% of our clients
Speaker:need something regularly.
Speaker:So that's a retainer client.
Speaker:If they're using us more than about
Speaker:12 days a month, either we're not
Speaker:doing the right stuff or they are
Speaker:big and busy enough that they need
Speaker:to hire.
Speaker:So then we'll talk to them about
Speaker:hiring. For regulated businesses,
Speaker:financial services, med
Speaker:tech, health tech, pharma, et
Speaker:cetera, it's often a bit earlier
Speaker:because there's a lot more stuff
Speaker:that they need to get their hands
Speaker:around.
Speaker:Or I'm going to say less regulated,
Speaker:i.e. You're not in that highly
Speaker:regulated space, it can be a
Speaker:lot later.
Speaker:The US hires in-house a lot earlier
Speaker:than we do, not just because it's
Speaker:very litigious.
Speaker:I think in- house legal is seen as a
Speaker:really good strategic hire in the
Speaker:US. Outside of the US it's much
Speaker:later.
Speaker:And we are doing a lot of work to
Speaker:try and educate particularly CFOs
Speaker:and COOs on when to hire and
Speaker:that we're not just there to do the
Speaker:the whole point of an in-house
Speaker:lawyer. Is to help triage and
Speaker:prioritize. So we're often talking
Speaker:to CFOs and COOs who are doing that
Speaker:job as well as their day job.
Speaker:And we just go, okay, this is what
Speaker:an in-house lawyer should be doing
Speaker:for you.
Speaker:And I say to people, don't do what
Speaker:my old boss did, which is hire me
Speaker:straight out of a law firm.
Speaker:It is an entirely different job
Speaker:being an in House counsel
Speaker:to a private practice lawyer.
Speaker:If you hire a private practice
Speaker:lawyer, you will struggle.
Speaker:So I always say to people, when you
Speaker:are ready to hire, don't do what my
Speaker:boss did, which was to hire me and
Speaker:then have to teach me how to do my
Speaker:job. Particularly as a first
Speaker:in-house lawyer, you're not just
Speaker:doing law.
Speaker:In fact, a lot of your work isn't
Speaker:law. It's common sense, it's
Speaker:triage, it's prioritizing, it is
Speaker:getting deals done.
Speaker:It is making sure that various
Speaker:things are looked after that no one
Speaker:ever notices. And I say this to lots
Speaker:of COOs because I think it's a COO's
Speaker:job as well.
Speaker:Nobody knows what you do until you
Speaker:don't do it and it goes wrong.
Speaker:It's the same with an in-house
Speaker:lawyer's job. They don't know how
Speaker:much generally you're looking after.
Speaker:You're there to problem solve and
Speaker:just help them to make revenue.
Speaker:I think I say to particularly to
Speaker:CFOs, I say hiring an in
Speaker:house lawyer straight from a big law
Speaker:firm is like hiring a
Speaker:KPMG audit partner as your first
Speaker:CFO of a tech startup.
Speaker:It's just the wrong sort of
Speaker:person.
Speaker:We had that and the
Speaker:first NDA, I needed
Speaker:signing and I just needed her to
Speaker:sign it. She came back with like
Speaker:a five page.
Speaker:Did she mock it up?
Speaker:Yeah.
Speaker:I'm like, it's just an NDA.
Speaker:We don't need this.
Speaker:Like I don't to understand all
Speaker:of the risk possibilities.
Speaker:It's mutual.
Speaker:It's a year.
Speaker:Sign it.
Speaker:Like, I just needed you to do that.
Speaker:That was probably me in the olden
Speaker:days and I'm sorry on behalf of
Speaker:anybody that does that now.
Speaker:And there's some really good
Speaker:templates out there and this is why
Speaker:I see legalism people.
Speaker:There's something called One NDA.
Speaker:I know Electra who set it up.
Speaker:It's awesome. It's been
Speaker:over-lawyered.
Speaker:Everybody should be using One Nda.
Speaker:It is a standard and nobody
Speaker:should ever be marking up NDAs
Speaker:ever again. Here's a standard
Speaker:contract. Off you go.
Speaker:There's loads of industries that
Speaker:have, you know, the construction
Speaker:industry, loads other industries
Speaker:that have some really good standards
Speaker:out there.
Speaker:Everybody should be using them.
Speaker:Helen, unfortunately, we're running
Speaker:out of time.
Speaker:We have our final question, which
Speaker:everybody ends up having to answer.
Speaker:It's not an exciting one because
Speaker:we're a COO podcast.
Speaker:It is out of everything that we've
Speaker:talked about today or
Speaker:not, what's the one thing our
Speaker:listeners should take away?
Speaker:Okay, fine.
Speaker:Startups, I'll go, don't fuck up
Speaker:your cap table and IP.
Speaker:I can't tell you how many times I
Speaker:cry when I get those calls.
Speaker:Scale-ups, it's all about, I think,
Speaker:using the right legal resource for
Speaker:the right thing.
Speaker:So just when to use templates,
Speaker:AI, when to use your in-house
Speaker:counsel, when to us a law
Speaker:firm. I think a lot of people still
Speaker:don't realize that it's not one size
Speaker:fits all.
Speaker:On that note, we can wrap
Speaker:the operations room.
Speaker:Thank you, Helen, for joining us.
Speaker:And if you like what you hear,
Speaker:please leave us a comment or
Speaker:subscribe, and we'll see you next
Speaker:week.
