So, you’re the first small business lawyer at this amazing startup 

There is little more exciting than your first job as general counsel (GC) at a startup. Finally, you get to be in charge and do things the way you have always wanted. For many, this begins at a small company; the entire legal “team” is usually just you. This situation means that mixed with that shiver of excitement is a twinge of fear: “What happens now, and can I handle it?” 

The answer to the latter part of that question is almost certainly, “Of course you can!” The answer to the former can be a bit more complex. In this article, we’ll explore some things you need to know heading into your first GC role with a startup firm. 

Is being general counsel at a startup right for you? 

Being the only in-house lawyer at a startup takes a special type of person. Do you have at least several years of experience practicing law? Are you ready to give up the perks and cushy lifestyle of working at a law firm or a big in-house department? You will need to be almost completely self-sufficient — a Swiss Army knife of legal skills — and ready to work long hours to ensure everything gets done. 

You may not have an office or even a cubicle. Be ready to fly by the seat of your pants when making legal decisions about risk and litigation. You will likely not have to go to outside counsel — if that is even an option — nor can you spend hours researching a problem; you’ll be lucky to have minutes. You will constantly make vital decisions with less-than-perfect information in areas of the law where you have little background. Are you comfortable with this? 

Finally, be ready to take on more risk than you’ve ever experienced in your legal career. Your orientation will quickly become more “business” than “legal” much of the time. 

Clarifying your role

Before accepting the job, clarify your exact role as general counsel for the startup. Will you be part of the executive team and a trusted advisor to leadership and the Board of Directors, or will you simply be a scrivener whose job is to draft commercial contracts and manage outside counsel? Have your role, duties, and expectations nailed down before accepting the in-house position. 

Being resourceful in a startup environment

As general counsel of a startup, you will watch your spending. Money will be at a premium with pressure to limit expenses. You may have little to no budget for outside counsel. 

Here are things to focus on: 

• Find a small boutique law firm or solo practitioner. You can stretch your legal budget by ditching “Big Law” and finding a small firm or solo practitioner — or even an alternative legal service provider — to help with legal work. 
• Find free CLE and seminars. If you look, you can find a lot of free continuing legal education (CLE); you can sign up for free client alerts on most law firms' websites. 
• Access a free law library. Many law schools and local courts provide guest access to their resources or collections at no cost — in person or online. 
• Consult specialized blogs. You can find a lot of free guidance and information through legal blogs dedicated to the solo general counsel or startup company lawyer. 

Expanding your legal resources

If you can obtain the budget, get Practical Law. It is a lifesaver for a single, in-house lawyer or small startup legal team. Practical Law can give you the research, forms, checklists, sample policies, etc., you need to find answers fast. 

However, if it is not in your budget, there are several other free or low-cost resources out there: 

• Harvard Guide to Free Legal Resources – a lengthy list of links to free legal resources compiled by the Harvard Law School Library
• State Bar Association – usually has a lot of free resources for members, especially useful for those in the early stages of their legal career 
• Google Scholar – if it is on the web, you can probably find it here 
• RocketLawyer.com – lots of free form agreements; for a small price, an even more extensive library 
• Business in a Box – for a yearly subscription, you can access a plethora of well-written and useful form contracts and other documents 

Focusing on the legal basics

The odds are good that there is much for a new general counsel at a startup to fix. You cannot fix it all at once, so focus on the basics: 

• Fix the primary corporation documents — for example, articles of incorporation, by-laws, and LLC documents — since the founders likely prepared them using a “do-it-yourself” form. This first step is crucial. 
• Clean up/prepare the “cap table.” 
• Implement the right human resources policies, which has likely been an afterthought at the company. 
• Prepare form agreements for the company’s most-used commercial contracts and install a repeatable contracting process. 
• Get on top of data privacy and security issues. 
• Protect the company’s intellectual property (IP), such as trademarks, patents, copyrights, and trade secrets. For many startups, the company's value is at risk if its IP is improperly copied or stolen. 

Building a legal network in the startup ecosystem

You may operate as a legal department of one, but you are not alone. Focus on building a network of in-house or outside lawyers with whom you can consult, share resources, and bounce ideas off at no cost. This network “expands” your department without adding headcount. Many cities have organizations comprising general counsel and senior leadership team members that meet or email regularly. You can also create your own group — locally or on LinkedIn — for strategic partner collaboration. 

Prioritization and delegation: Key skills for startup GC

You must become an expert in prioritizing and delegating. Hone your ability to decide what needs to be done now and what can wait. Focus on “urgent versus important” and value — the more urgent and valuable issues go to the top of the list. 

Even if you are the only lawyer, you can still delegate. If it doesn’t require a law degree, it is “game on” for delegating. For example, administrative assistants can do far more than answer the phone and keep your calendar. Let calls roll to voice mail, manage your own calendar, and then figure out which substantive tasks your assistant can take on for you in your fast-paced environment. 

Others in the business may also be available to take on tasks. For example, can someone in sales be trained to do contract intake and gather all the information you need to begin to draft the contract? Your pool of available people is only limited by your imagination. 

Leveraging AI as general counsel

Artificial intelligence (AI) provides additional opportunities for moving time-consuming tasks off your plate. AI can help with a range of administrative and legal services, which frees up your time to spend on more pressing matters. 

Generative AI can help with document processing and classification for a wide range of matters, including due diligence, document and contract review, compliance, contract management, knowledge management, and deal analysis. 

"Legal generative AI is supposed to augment what a lawyer does," said Zach Warren, Thomson Reuters Institute Manager of technology and innovation. "It’s not going to do legal reasoning, not going to door case strategy. What it’s supposed to do is do repeatable rote tasks much more quickly and efficiently.”

Startups generally thrive by being at the forefront of technology — especially innovations that allow them to be more agile and efficient. Embracing AI to help streamline legal work fits right into that environment. 

Becoming venture-capital savvy

Venture capital (VC) is crucial to many startups. It's also a highly complex space requiring specialized knowledge, which is why law firms spend, on average, $35 million on outside counsel for fund- and deal-related work each year. Hiring outside counsel may be worth considering for the following activities: 

• Negotiating the critical terms of a transaction 
• Drafting the investment documentation  
• Managing the transaction 
• Conducting legal due diligence 
• Anticipating and resolving issues that may harm future fundraising or the potential exit

If your small business retains outside counsel for venture capital transactions, expect to be central to that effort. According to Thomson Reuters research, 90% of general counsel is involved in appointing counsel for fund- or mergers-and-acquisitions-related work, despite the perception that it's a senior leadership decision. Be prepared to help screen candidates with a strong focus on industry knowledge. 

Adopting a 'Dr. Yes' approach with your partners

You must quickly enter “Dr. Yes” mode and drop “Dr. No.” This approach doesn’t mean you cave on everything, but you must understand the company's risk tolerance and adjust your legal thinking accordingly. Accepting uncapped liability in a contract may seem risky, but it might be the only way a startup can sign that keystone customer. Don’t say “no,” say “We need to get some insurance!” 

Being the general counsel of a startup is both challenging and exhilarating. Be sure you understand what to expect and have the stomach for a new way of working in a fast-paced environment. Once there, be scrappy and creative to expand your legal resources and the ability to say “yes.”