Goodwin's specialist tech lawyers tell us all about becoming a lawyer in their fast-paced sector.
Which practice areas fall within the technology sector?
Gabriel Choi, associate: Goodwin is unique in a way that our practice groups are separated by client sectors we service. That means, our Tech group will have attorneys specializing in Corporate (EC/VC, M&A, Cap Markets, Growth Equity, and others), IP, Tax, Labor & Employment, Executive Compensation & Benefits, Debt, and others, all primarily servicing tech clients. This allows our Tech group to be hyper-focused on unique set of legal challenges our tech clients face every day.
John Hutar, associate: Goodwin’s technology practice is set up to support cutting edge technology companies throughout the entire corporate lifecycle – from idea stage through IPO/exit and beyond. This means that we have a stable of corporate lawyers that focus on one or more areas such as general corporate, venture capital, growth equity, M&A, and capital markets. We supplement that with specialty lawyers in areas such as executive compensation, tax, IP litigation and intellectual property transaction + strategies, antitrust, global trade, and financial regulatory.
Hilarie Sexton, associate: At Goodwin, our tech practice focuses not only on tech companies but also consumer brands (think venture-backed skincare, makeup, clothing, food, and drink companies, etc.). A makeup company for example has more overlaps with a SaaS start-up than you would think!
Does Goodwin have a particular specialism in any of these?
GC: As a whole, our Tech group is strong because we are able to meet every legal need of our clients in their lifecycle from the very incorporation until their exit (often actually post-exit as well). For instance, I may be able to guide any of our tech clients in their formation, equity financings as well as their general corporate legal needs. At the point of the exit, our colleagues who specialize in M&A or IPO may step in. All the while, my colleagues in Tax, Labor, Exec Comp, and others will weigh in to resolve any and every issue arising from their respective areas on behalf of our clients. It’s our ability to provide the full-service guidance, I think, is our particular specialty.
JH: Our lifecycle lawyers advise companies from pre-formation strategy through formation, day-to-day corporate matters (such as equity grants, hiring and firing employees, etc.) through major corporate events such as financings and tender offers, and exit events such as acquisitions or IPO. To deliver top-notch service throughout the corporate lifecycle, we collaborate closely with our colleagues in Goodwin’s tax, labor and employment, intellectual property transactions and strategies, executive compensation, and other groups. We also maintain specific Tech M&A and Tech Capital Markets groups, as well as a public company advisory practice which advises public companies on the issues they will face post-IPO.
"At Goodwin, we are lifecycle attorneys. So you name it, and we can do it ."
HS: At Goodwin, we are lifecycle attorneys. So you name it, and we can do it – we have lawyers like myself who specialize in emerging companies and venture capital work, which means we can help companies form on day one, assist with their various fundraising matters, and guide the company through their eventual exit (whether it’s an IPO or M&A event); we also work with some of the top VC firms in the industry on their investments. Goodwin has a fantastic tech M&A group and capital markets group that can guide our clients as they decide which path to take; by having all this in-house, it means our clients can start preparing for their exit early on, making them better prepared and organized as they approach their IPO or sale. We also have labor, executive compensation, cryptocurrency/blockchain, intellectual property, tax, regulatory, and healthcare specialists… the list goes on! By having all these specialties in-house, it makes our clients lives’ easier and allows for more efficient and concise legal advice.
What are the differences between non-contentious and litigious work for the technology sector?
GC: What makes tech practice attractive to me, among others, is that often two sides of a transaction (most often in financings) are aligned on a unified goal. There is a built-in understanding that the relationship between a company/founders and investors is supposed to be long-term. These allow for a greater amount of collaboration between parties. However, I do come across some litigious work, most often in founder disputes. Like any long-term relationship, folks grow apart or go through rough patches. In those instances, it would be our job to ensure the best interests of the company are protected.
JH: The primary difference is the level of collaboration and trust between the parties to a matter. On the non-contentious side, we get to help incredibly smart, creative people bring their dreams to reality – whether that is by helping them build long-term business relationships with VCs as part of a Series A financing, hiring a team, or developing commercial contracts and IP strategies, the non-contentious side of this practice can be really rewarding. The fact that folks are working towards a unified goal in these situations gives everyone strong incentive to work together to get the proverbial ball over the line. On the contentious side, relationships have often been damaged and parties frankly don’t trust each other – that can severely impact the level of cooperation between the parties and affects the tone of communication.
HS: As an EC/VC attorney, I try to view my work as collaborative rather than contentious. While venture deals inevitably involve points of contention, the goal is to create a lasting relationship between a company and its investors. We will work to come up with creative solutions to contentious issues so that the investor and company can leave the deal feeling confident that their relationship is off to a great start and that the parties are set up for a long working relationship with similar goals. Litigious work does arise in the tech sector, but usually after a problem has come up or a relationship has gone sour. At this point, the parties may be thinking about the best way to end their relationship, and often have different goals/desired outcomes.
"Our clients consult us on hiring, products, market fit and other matters that are not strictly legal in nature. This allows tech attorneys to become well-rounded business advisors as well."
CA: How is Goodwin keeping apace with changes in technology?
GC: Given the large volume of deals our group handles, our internal knowledge alone actually can capture the market trend fairly well. In terms of what we see in the changes in the legal terms for technology transactions, associates complete deal surveys after each deal, which on the aggregate basis show which legal terms are being accommodated or not accommodated in the market. In the ever-changing landscape of technology, we have subject matter experts in number of growing areas such as Artificial Intelligence + Machine Learning, Digital Currency + Blockchain, Impact & Responsible Investing, and more, who continue to hold seminars and trainings both internally and externally to keep apace or even lead those discussions.
JH: Goodwin’s platform gives it a huge advantage in this regard – given the number of deals we do, board meetings we go to, etc., we are able to see a broad slice of the market, which helps our lawyers stay abreast of developing trends and how market trends evolve in particular industries. Goodwin also devotes significant resources to help folks develop small groups to stay abreast of trends in particular industries. These groups are called incubators and we have them for Artificial Intelligence and Machine Learning, Digital Currency and Blockchain, Climate Tech, Corporate Social Responsibility, and more. These groups meet regularly to keep their members informed on industry trends and also provide internal and external trainings to prepare both our lawyers and clients for needs in these areas. Finally, Goodwin creates outward facing “knowledge centers” to help our clients stay informed on fast-developing topics. Examples of this are the knowledge centers that we built around both the PPP loan program during the pandemic and the SVB crisis – there, we quickly stood up teams of lawyers to become experts in the various legal issues implicated by fast-moving, real-world events and had that group of folks pass along thought leadership, host webinars, etc. to guide both our attorneys and our clients through crisis events.
CA: How may working with technology clients differ from those in corporate or finance, for example?
GC: I’ve done a fair number of Private Equity deals, and on balance, tech clients rely much more on us for both legal advice and business strategy. The level of experience may range widely but more often than not, we work with first or second time founders, and for them legal processes as well as running of the business are all very new. As a result, our clients consult us on hiring, products, market fit and other matters that are not strictly legal in nature. This allows tech attorneys to become well-rounded business advisors as well.
JH: Technology clients, especially those at the early stage, may not have tons of legal expertise and may not have folks other than outside legal counsel that they can lean on for advice on legal matters. In this common scenario, we work fairly closely with the founding team and end up rendering strategic advice that is more granular than you would typically see with a late-stage technology company. From a practical perspective, that cadence means more client contact for junior associates than you would get in a bread and butter corporate or finance practice. The issues we deal with on a day-to-day basis are also particular to tech since we are often helping our clients operate on the cutting edge of technology.
HS: Many tech (and consumer brand) companies are in their early stages: a start-up may consist of just a single founder and a few employees. In this case, the founder will oftentimes rely on outside counsel at Goodwin for not only legal but also business advice. Early-stage companies will also face growing pains, whether it is understanding new regulations they must comply with, understanding how to properly grow their workforce while staying compliance with labor regulations, understanding the financing/fundraising process, etc. These companies may not have in-house counsel, so they will rely on our advice to help navigate these unfamiliar territories; they are often times looking for a pragmatic approach rather than over-lawyered and complicated advice. In contrast, many corporate and finance companies have established internal legal procedures and are more institutional in how they manage their legal matters; they will not necessarily need to rely on outside counsel on a day-to-day basis.
CA: What are you favorite cases to work on? What is the hardest part of your role?
GC: I really enjoy guiding our clients through their very first financing. There’s something to be said about being there when a company was just getting off the ground. There is also a lot of excitement as well as uncertainty and anxiety. The hardest part of my role would be the volume of work. I typically have ten deals going all concurrently, and it is just difficult to keep track of things.
JH: The most satisfying deals are complex financings and M&A transactions with executive teams that I have grown close to. These transactions can be incredibly satisfying, because, as a lawyer, you’re often in a position to act as a strategic advisor to the client and work closely with decision makers to help folks achieve outcomes that, frankly, can be life-changing for both a client’s executive team and its rank-and-file employees. Aside from being fast-paced and exciting, these are the deals where we truly get to show our value as strategic advisors to our clients and use that value to help them achieve success. It can sometimes be tough to balance competing client demands and deliver top-notch legal services on hyper-compressed timelines, but doing this and doing it well is one place where we can show value to our clients.
HS: While all deal work is fun, I find it especially rewarding to help a founder close their first equity round. At this point, the founder likely has only a few business advisors, so they rely on Goodwin to help guide them through the deal from a legal and business perspective. It is also exciting to hear that a founder has received their first big check, and it’s nice to know that we were a part of helping them achieve their goals. The hardest part of my job is juggling multiple deals at once since, unlike M&A or capital markets attorneys, EC/VC attorneys may be running 10+ deals at any time. It is important to remember that every deal is significant, whether it is a small SAFE or a late-stage growth equity deal.
"These transactions can be incredibly satisfying, because, as a lawyer, you’re often in a position to act as a strategic advisor to the client and work closely with decision makers to help folks achieve outcomes that, frankly, can be life-changing for both a client’s executive team and its rank-and-file employees.."
CA: What was your role on the latest deal/case you worked on?
GC: One of the best aspects of our tech practice are the independence and autonomy afforded to me. I just closed an early-stage financing for a startup client run by a series entrepreneur who just existed from his last venture. I ran point on all aspects of the financing including drafting, diligence, negotiation, and client communication while managing junior associates and coordinating with specialists in Tax and IP. In doing so, I have the flexibility to set the pace and tone of the transaction, which, despite being more responsibility, makes deal-running much more enjoyable and rewarding.
JH: I typically have anywhere from 10-25 active deals and have an additional dozen or so active day-to-day corporate projects on my plate. I typically serve as the primary point of contact for clients and partners on the client team, while also managing junior and midlevel associates and specialists on the team. That means that on a given deal I am counseling the company through the proposed terms of a deal and changes to the primary deal documents, leading negotiations on the definitive agreements, and coordinating with executive teams, internal Goodwin specialists and midlevel and junior associates to make sure we are on track to meet our client’s target closing date.
HS: I am typically working on anywhere from 5-10 deals at any given time, so my role will change depending on the deal. I also have a number of corporate clients, so my day will be filled with deal work for both companies and venture financing firms as well as assisting my general corporate clients with their day-to-day matters. Every day and every deal is different, which is what makes my job so fun. As the primary point of contact on my deals, I often act as the “quarterback,” meaning I help lead the transaction, communicate with our client + external counsel, and coordinate various deal items amongst our corporate team members and various legal specialists (depending on the type of company/investment involved).