when your business can benefit from a corporate lawyer- and tips to save money on legal fees
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Business Growth: Corporate Lawyers -‐ When, Why and How Much?
About SecureDocs, Inc. • SecureDocs is a virtual data room for sharing and storing sensi5ve documents
both internally and with outside par5es.
Company Basics: • Virtual data room used by companies from fundraising to exit • Developed by the team that created and launched GoToMyPC and GoToMeeKng • Web-‐based business soLware for financial and legal professionals
• DisKnguished through it’s ease-‐of-‐use, industry-‐leading security, and flat-‐fee pricing
About Evan Pickering
Corporate Associate, Seed Mackall LLP Formerly with O’Melveny & Myers LLP and Arnold & Porter LLP in San Francisco PracKce primarily includes debt and equity financings, mergers and acquisiKons, and corporate governance
When Does Your Company Need a Corporate AXorney?
Before Forming a Business ² ConsideraKons of different enKKes
FormaKon Process ² CorporaKon – Always ² LLC and Partnerships – Depending on structure
DraLing Key Agreements ² Employee agreements ² Non-‐disclosure agreements ² Supplier agreements
Incurring SubstanKal Debt Mergers and AcquisiKons
Why Does Your Company Need a Corporate AXorney?
Complex and MulK-‐Kered Regulatory Schemes ² SEC and blue sky filings ² FinCen and surety bonds ² Dodd Frank LimiKng Liability ² Blocker enKKes Reducing Taxes ² California Gross Receipts Tax BenefiKng from Broad Experience ² Market Terms ² Reduced transacKons costs
StarKng Right Saves Money Later ² Cleaning up corporate issues prior to liquidity event
Why Does Your Company Need a Corporate AXorney?
Agreements Benefit From Experience ² Understanding nuances in terminology ² IdenKfying terms of art
² Borrower will take such steps as Bank requests to obtain the consent of any person whose consent is necessary for any Restricted License to be deemed “Collateral”
² Borrower will use its best efforts to take such steps as Bank requests to obtain the consent of any person whose consent is necessary for any Restricted License to be deemed “Collateral”
² Borrower will take such commercially reasonable steps as Bank requests to obtain the consent of any person whose consent is necessary for any Restricted License to be deemed “Collateral”
Legal Knowledge Ensures Agreements Perform as Intended ² Terms that conflict with applicable laws and regulaKons ² California CorporaKons Code
• AXorneys fees • Non-‐Competes • Independent Contractor – Employee
² Ambiguous terms can cost you
Why Does Your Company Need a Corporate AXorney?
The following language was contained in a contract between two companies. The outcomes of the dispute in this case was worth approximately $1,000,000 “This Agreement shall be effecKve from the date it is made and shall conKnue in force for a period of five (5) years from the date it is made, and thereaLer for successive five (5) year terms, unless and unKl terminated by one year prior noKce in wriKng by either party.”
How Much is A Corporate AXorney? The Billable Hour ² $100 -‐ $1150 Flat Fee Arrangements Blended Rates Cost Savings Tips ² Leverage Associates ² Ask for for updates on fees when certain amounts are reached ² NegoKate discounts -‐ Prompt payment; Corporate counsel discounts ² Be prepared when you contact your aXorney ² Pitches ² Meet with your lawyer regularly. A monthly five-‐ or 10-‐minute meeKng (even by phone) can
save you substanKal sums by nipping small legal problems in the bud before they have a chance to grow
Which Corporate AXorney? Things not to do: ² Websites that rate lawyers ² AdverKse on TV, Billboards, Bustops ² Your friend that went to law school, but who has
no experience Things to do: ² Ask other respected business professionals ² Meet aXorneys in person at business funcKons ² Do your Internet homework ² IdenKfy authors of applicable research and publicaKons ² UKlize law firm websites
Which Corporate AXorney?
Which Corporate AXorney? QuesKons to Ask an AXorney ² Experience ² Rates ² What overhead expenses will be passed on to client ² Responsiveness ² Open to meeKng ² Team composiKon ² EducaKon ² CombaKve or measured and fair
Which Corporate AXorney?
Large Firm ² Offer specializaKon in a range of complex areas ² BeXer able to accommodate large volumes of work and Kght turnaround Kmes ² Global presence and naKonal name recogniKon ² Expensive with high overhead ² High partner-‐associate leverage can result in inefficiencies and decreased partner aXenKon ² Larger teams and more frequent turnover
Small Firm/Solo PracKKoner ² Lower fees ² Low partner-‐associate leverage results in increased partner involvement ² BouKque firms can offer more specializaKon in certain niche areas ² More limited resources and range of experKse ² More research required to idenKfy high-‐quality firms
QuesKons?
Evan T. Pickering Corporate Associate Seed Mackall LLP Email: [email protected] Tel: 805.963.0669