创业公司总法律顾问：成功的入门指南

The start-up generalcounsel: A primer Sterling Millerknows in-house life, from leading the legal team for Sabre Holdings’successful IPO back during the original internet boom to three stints as General Counselof dynamic, nimble companies to his current role as CEO and Senior Counsel of HilgersGraben. We asked him to share his hard-won experience and thoughts on what it’s really There is little more exciting than your first general counsel job, especially when thecompany is small or a start-up. Finally, you get to be in charge and do things the way you Still, there are challenges. To start, the entire legal “team” is likely comprised of just you.Meaning, mixed with that shiver of excitement is a very real twinge of fear; as in, whathappens now, and can I handle it? The answer to the latter is almost certainly, “Of courseyou can!” The answer to the former can be a bit more complex, depending somewhat on If this sounds like something you might like to try, then read on — here is a primer on howto succeed as a start-up general counsel and how to hit the ground running. Set the foundation early Before accepting the role as the lone lawyer, clarify exactly what your role will be. Are youexpected to be part of the executive team and a trusted advisor to leadership and theBoard of Directors, or are you going to be a scrivener whose job is to draft contracts andmanage outside counsel? While it’s likely to be some combination of both, get your role,duties, and expectations nailed down before accepting the job. Ensure that all agreementsregarding your employment — including job responsibilities, salary, bonuses, equity, andother benefits — are formally documented. If the company does not provide written •Salary•Equity grant, such as options, restricted shares, performance shares, phantom stock,employee stock purchase plans, etc.•Annual bonus•Signing bonus •Sabbaticals•Vacation days•Stock purchase programs•Health/dental/eye insurance, and any other similar benefit•Subsidized/free lunches, snacks, etc.•Relocation package All these elements should be front and center when you are discussing your Furthermore, it is advisable to inquire about the schedule for any bonus distributionsand the methodology behind their calculation or proration for the year. It is essential toclarify whether a bonus will be partially awarded for the current year if you commenceemployment mid-year, to avoid the assumption that bonus eligibility begins immediatelyrather than with the subsequent full calendar year. Ensure that your remuneration package, Lastly, spend time looking at the financials (audited if possible). While commitments arecommendable, they must be evaluated against the backdrop of the company’s financial Is this really for you? Before you say “yes” to becoming a start-up or solo general counsel you need to stop fora self-evaluation. Is this really what you want to do with your career? It takes a special typeof lawyer to be the only in-house counsel at a company, especially one that is just starting •To take a job like this, you need at least four to five years of experience, and more is •How ready are you to give up the perks and lifestyle of working at a law firm or a big in-house department? In this new job, you will need to be almost completely self-sufficient •Prepare to exercise flexibility and swift judgment when making legal decisions. Youwill need to become theultimate do-it-all generalist. On a daily basis, you will make •Be ready to take on andget comfortable with more riskthan you’ve ever experiencedin your legal career. Your orientation will quickly become more “business” than “legal”much of the time. It is essential to develop the ability to assess risks promptly andpresent potential courses of action to the business. Ultimately, the business must make •Compensation at start-up companies is often lower than more-established peers, andmuch of the compensation can be in the form of equity or other vehicles that are notimmediately available. This is another risk-management issue: are you comfortable Lastly, get agreement up front on what resources you will have available to do the job. In •Overall legal department budget •Technology budget, such as e-billing system, contract lifecycle management system,document management system, research tools, and e-signature tool•Outside counsel/vendor budget and if you will have the freedom to select yourpreferred firms and vendors •Administrative support •Training/CLE budget •Licenses and/or industry organizations, such as state bar, ABA, ACC, etc. Dealing with lack of resources Unless the situation is very unusual, becoming the general counsel of a start-up or smallcompany means you will need to be very frugal. Money will be at a premium and there willbe tremendous pressure to limit expenses. You may have no budget for outside counselor what you do have will be tiny. You will get a very fast education on how to be “legally •Find a boutique law firm or so