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Emerging Companies & Venture Capital

Overview

An attorney in an EC/VC practice advises early-stage companies on every legal matter the companies face, from formation to several rounds of venture financings to a sale or an IPO. Emerging Companies attorneys are corporate generalists for the clients and often serve as “outside general counsel” for startup clients before the clients are large enough to hire in-house attorneys. They work with founders to choose the best corporate form (corporation, LLC, etc.), and draft the appropriate forms to create the company. They advise companies on how shares will be valued and divided among various stakeholders. Start-up lawyers help develop a company’s internal policies and procedures and serve as corporate secretaries. They work on the legal documentation for various rounds of private financing and ultimately help navigate an “exit event”—an IPO or acquisition. Junior lawyers often have a lot of client contact and responsibility from an early stage as startups can not generally afford to pay senior attorneys’ billing rates. The relationships with founders can often lead to an invitation to join the company when it is in a position to hire its first in-house lawyer. Startup practices are heavily concentrated in certain markets, including San Francisco and Silicon Valley, as well as Boston, New York (Silicon Alley), and increasingly in Southern California (Silicon Beach).

Featured Q&A's
Get an insider's view on working in Emerging Companies & Venture Capital from real lawyers in the practice area.
Charles Torres, Partner • Paul Navarro, Associate
Perkins Coie LLP

Describe your practice area and what it entails.

Charles: We represent technology companies and emerging brands that are changing the world around us—the way we create, consume, and connect. Our practice focuses on a vertical and entails everything from the formation of startups to the handling of mergers and acquisitions to corporate governance … and everything in between.

Paul: An emerging company attorney functions as general counsel to young companies that aren’t yet ready to hire in-house attorneys full time. In practice that means I’m a generalist or like a swiss army knife of the law, counseling startups on a myriad of issues they face as they try to grow from innovative ideas into market disruptors. But I also help venture capitalists create investment funds, as well as make investments in and conduct due diligence on potential portfolio companies.

What types of clients do you represent?

Charles: We represent technology companies and emerging brands that are generally venture-backed, as well as the venture capital funds, corporations, and family offices that invest in and acquire these companies.

Paul: I work with a wide variety of clients in the startup space, from first-time entrepreneurs with exciting, new ideas looking for advice about how to turn those ideas into a company, to seasoned founders that have ridden the rollercoaster of the startup lifecycle many times.

What types of cases/deals do you work on?

Charles: While I counsel clients on a variety of matters daily, I spend much of my time advising management or working on venture financings and mergers and acquisitions.

Paul: Most often, I work on various types of fundraising deals, which can take the form of simple agreements for future equity (a growing trend in Silicon Valley), traditional convertible notes, preferred stock financings, and secondary sales of stock. But in connection with such deals, a company sometimes also needs to reorganize as a new corporate entity, fundamentally rearrange its capitalization table, or create or amend the structures it was using to incentivize its employees. I help companies with each of these kinds of transactions as well.

How did you choose this practice area?

Charles: I started my career as a litigator and eventually realized that, for me, it was more rewarding to be convincing in a boardroom than in a court room. I saw the world moving quickly toward a focus on technology and fell in love with the variety of businesses upending existing models. The opportunity to strategically help an emerging company grow to its full potential—and see the founders succeed—is one that cannot be found in any other practice area. Working in this field allows me to apply both my technical legal expertise and my love for entrepreneurship.

Paul: I am a recovering litigator. The startup practice drew me in because it is one of the few practice areas in BigLaw where an entrepreneurial associate can bring in clients on a consistent basis very early in their career. As a litigator, I was seldom able to provide the type of advice that people in my network were looking for. As soon as I made the transition to the startup practice, I was almost immediately able to start providing useful information to many of my former college classmates who were transitioning to startups from business school, the consulting world, or a few years of engineering work at Fortune 500 companies. I felt like I was helping to build something exciting and useful. I had never felt quite the same way as a litigator.

What is a typical day like and/or what are some common tasks you perform?

Charles: My days are generally filled with client calls and meetings. I work closely with the other partners, counsel, and associates in my group on a daily basis, providing frequent oversight and mentoring.

Paul: On a typical day, I will email and call no fewer than five to seven clients, and I will counsel them on a wide range of topics, such as explaining the process for onboarding a new employee, figuring out how to approach a venture capitalist when looking for a new round of financing, revising a term sheet, coordinating a call with a patent specialist to help a client prepare to file a patent on a technological breakthrough, and revising materials that will be distributed at an upcoming meeting of the board of directors of a company. The diversity in the type of clients I work with (both the industry in which they work and the stage of development in which they find themselves) leads to a great amount of diversity in my everyday tasks.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Charles: There are a variety of law school classes that provide a good foundation for those interested in emerging companies work. The material taught in courses in securities law, corporations, contracts, mergers and acquisitions, and intellectual property is all directly related to the work emerging company lawyers handle. I’d also recommend a course (or two) on behavioral psychology.

Paul: Experiences that put you directly in front of a client or that demand that you handle a high volume of client requests are great training opportunities for this practice. A smart, hard-working person can learn the legal skills needed to properly advise a client regarding technical legal questions, but working in a high-pace environment will help teach the interpersonal skills that are important for providing great client service. I also recommend that young attorneys work on developing their networking skills and gaining a grasp on the fundamentals of business and accounting.

What is the most challenging aspect of practicing in this area?

Charles: Emerging companies work is often fast paced, and lawyers regularly work under tight time constraints to get their work done. To be successful, a lawyer must be able to juggle competing client interests and priorities, while always keeping all clients’ needs in mind. Like many lawyers, I work in an area with an “on-demand” culture, so people expect quick responses to their questions and requests.

Paul: It can be difficult to manage the incredibly high volume of clients that we counsel in our practice, especially for young associates who are trying to learn the basics of this area of law. However, with good role models, associates can quickly pick up the strategies they need to handle the many demands on their time.

What do you like best about your practice area?

Charles: I enjoy many facets of my work, but I particularly like the diversity in my practice—I handle different tasks every day. In addition, I get to work with both new and well-established companies that can effect change in the world. I like to think that, through my work, I also have a part in making those changes happen.

Paul: That’s easy—the energy and creativity that seem to pour out of my clients embarking on new ventures. That positivity is infectious and motivating. But I also love that the structure of the practice allows young associates to build their own client bases. This practice area rewards entrepreneurship in a way and at a pace that is not often seen in other areas of law.

How do you see this practice area evolving in the future?

Charles: I believe that as more and more companies consider themselves “technology companies,” the core legal services comprising the vertical (intellectual property, venture capital, mergers and acquisitions, licensing and data privacy, capital markets, and IP litigation) will all continue to grow and become integral to corporate strategy. I think our vertical is expanding.

How is it different working with entrepreneurs in contrast to large corporate clients?

Charles: Working with entrepreneurs is a much more personal experience. I often become friends with founders and very much share in their excitement (and sometimes disappointment). This is very rewarding but can be challenging at times.

Paul: When working with entrepreneurs and younger startup companies, I often have a more direct line to the business executives who plan and execute the strategies for company growth than when I work with larger corporate clients. When working with more mature companies, the legal issues often get more complex, but my advice to management often gets filtered through in-house counsel.

Charles Torres, Partner, and Paul Navarro, Associate — Business

Recognized as a top attorney by The New York Enterprise Report, Charles Torres leads Perkins Coie’s east coast Emerging Companies & Venture Capital practice. He counsels emerging companies throughout all phases of growth, as well as the venture capital and angel investors that fund and acquire them. Charles helps startups achieve their goals by providing practical, stage-appropriate, business-oriented advice focused on a variety of general corporate and governance issues, including formation, board issues, equity and debt financings, and M&A exit events, to name a few areas. He was a founding partner of Women Innovate Mobile—a first-in-kind accelerator for female-founded companies—and serves on the steering committee of the firm’s LeadBetter program.

Paul Navarro provides practical business counseling to help emerging companies succeed in such areas as entity selection and formation, corporate governance, and company development. Paul advises and assists on early and late-stage venture/equity financings, mergers and acquisitions, and a variety of IP and other contract negotiations. His industry experience includes working with clients in the software and technology sectors, as well as the medical and entertainment industries. Paul also helps several venture funds in financings and new fund formations. For both startup and industry-leading companies, Paul has been the lead associate negotiating and drafting complex operating agreements, IP licenses, services/product purchase agreements, and joint venture agreements.

Jennifer Knapp, Partner
Wilson Sonsini Goodrich & Rosati

Describe your practice area and what it entails.

I work with cutting-edge technology and life sciences companies on a wide range of corporate matters, providing business and legal advice to best position them for success. I represent companies throughout their entire life cycles, from formation to exit, and handle a wide array of transactions, including corporate formations, angel and venture capital financings, mergers and acquisitions, and capital markets transactions. I also advise clients regarding corporate governance, corporate aspects of collaboration and partnering transactions, and employee equity matters. 

What types of clients do you represent?

My clients generally fall under the “tech” umbrella, which includes traditional technology companies, as well as biotech, clean tech, fintech, etc. My private company clients include newly formed corporations; early-stage startups; and late-stage, pre-IPO companies. I also represent investors who invest in emerging growth companies, including venture capital investors and family offices.

What types of cases/deals do you work on?

I work on a wide array of corporate transactions and have a true client-based practice. I handle incorporations, which entail forming a new corporation for an entrepreneur looking to launch a new company. I will then help such new company in negotiating term sheets and financing documents with investors, whether it be angel, venture capital, strategic, or other institutional investors. In between financing events for a company, I will attend the company’s board meetings and advise on general corporate matters, such as drafting offer letters for new employees, structuring employee option grants, or onboarding a new executive or board member. The list goes on. When it’s time for the liquidity event—be it a sale (M&A) or IPO—I will also advise my client on those transactions.

How did you choose this practice area?

I am from the Bay Area, and when I was in law school, I knew I wanted to work with all of these amazing technology companies that were surfacing everywhere, especially in Silicon Valley. I was particularly interested in the business side of things, and so a corporate practice was a perfect fit.

What is a typical day like and/or what are some common tasks you perform?

No two days are the same, and I never find myself bored or unchallenged. A typical day may include (1) a call (or several) with the CEO, CFO, or GC of a private company client to discuss any number of potential matters, such as how to respond to a term sheet the company has just received from a potential investor or how to structure a stock option grant for a newly hired executive officer; (2) review of a set of venture capital financing documents drafted by an associate; (3) a call with investor counsel to discuss open issues between the investors and the company client in a pending financing transaction; (4) an impromptu meeting in my office with an associate to talk through a unique issue that has popped up on a deal; (5) a meeting with an entrepreneur who would like to launch a new company; and (6) responses to multiple emails from clients, investor counsel, and others regarding ongoing transactions and day-to-day corporate needs.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

I always recommend taking a securities regulations course while in law school. Also, a surprising amount of math is involved in a corporate practice—for instance, managing capitalization tables, preparing a pro forma cap table in connection with a financing, reviewing liquidation distribution spreadsheets, or running anti-dilution calculations. It’s helpful to be familiar with Excel.

What do you like best about your practice area?

I love the people I work with. Not only are my colleagues at Wilson Sonsini some of the brightest and most talented people I’ve ever met, but our client base is also incredible, comprising the most innovative technology and life sciences companies in Silicon Valley and beyond. CEOs and CFOs are often our main points of contact at a client, and I love building those relationships with the management team, serving as a versatile and pragmatic attorney to help their companies succeed.

What are some typical tasks that a junior lawyer would perform in this practice area?

Junior attorneys get a lot of responsibility and substantive work right out of the gate, including the opportunity to interact directly with clients. Typical tasks include preparing incorporation documents for a new startup client; drafting board and stockholder consents and other ancillary documents for a venture capital financing transaction; managing, in collaboration with a senior associate, the closing process for financings and M&A transactions; and shadowing a senior attorney in a negotiation. We also have a robust pro bono program in which junior attorneys are welcome to participate.

What kinds of experience can summer associates gain in this practice area at your firm?

Summer associates have the opportunity to work on a full range of projects and transactions during the course of the summer program and to interface with clients directly, giving them a taste of life as a junior attorney. Not only do summer associates get to work on substantive corporate projects—like incorporations, venture capital financings, and IPOs—but they also have opportunities to shadow senior attorneys to get a real sense as to what the practice entails. Our summer program also includes client tours so summer associates can get a firsthand look at the very exciting work our clients do.

What are some typical career paths for lawyers in this practice area?

One path, of course, is to join a law firm as an associate and move up the ranks to become partner. Another common path is to start a career at a law firm, and then eventually move to an in-house legal role. For instance, an associate may join a startup client as the first and only in-house company attorney or join a larger in-house legal team at a later-stage company.

Jennifer Knapp, Partner—Corporate

Jennifer Knapp represents public and private life sciences and technology companies, as well as venture capital and other institutional investors. She focuses on the representation of companies throughout their entire life cycles, from formation to exit, and in all manner of strategic and complex transactions, including corporate formation and structuring, venture capital financings, corporate governance, spin-ins and spinouts, mergers and acquisitions, public offerings, public company disclosure requirements, and SEC compliance matters. She also has significant experience advising investors with respect to venture capital financings and other strategic investments and transactions.

Karen Deschaine, Partner • Kevin Milgram, Associate
Cooley LLP

Describe your practice area and what it entails.

Karen: The emerging companies practice area is primarily focused on private-company clients, most of which are innovative, high-growth companies. For me, in particular, it entails working with venture-backed companies and working with venture funds on their investments in private companies. However, I also work with public companies—primarily pre-revenue biotech companies—and I consider that a key part of my emerging companies practice. Even though these companies are publicly traded, they are typically young companies (less than 10 years since inception) and require much of the same advice, in addition to the SEC regulatory
advice.

My practice is best described as the “general counsel” for my clients. Most do not have any in-house lawyers, and they use me in a way that they would use their general counsel. I counsel my clients on all things that are corporate/transactional and bring in resources at Cooley for matters outside of that, such as litigation and regulatory counsel.

Kevin: I help high-growth startup companies navigate critical phases of growth, from formation to raising money to selling their companies and everything in between. I also help investors put capital to work through investments in high-growth startups. I love playing a role in my clients’ successes as a front-line member of their teams.

What types of clients do you represent?

Karen: I represent clients of varied sizes, including true “start-ups” that are pre-funding or founder-bootstrapped, angel- and/or venture-backed private companies, and publicly traded companies. In most cases, the public companies that I represent started out as private company clients; some I even initially incorporated and continued to represent from inception through becoming a public company.

My clients are primarily in the biotechnology industry, including pharmaceutical development, medical device, and medical diagnostics companies. I also represent venture funds that invest in this space on their financing transactions.

Kevin: I represent high-growth startup companies, ranging from newly formed companies to companies on the verge of an IPO. I also represent a number of venture capital and private equity funds that invest in high-growth startups. I work with clients across a wide variety of industries, but most of my clients operate in the national security, cybersecurity, information technology, and aerospace industries, many of which are founded and led by military veterans. It’s rewarding to know that I’m a part of an ecosystem that consistently introduces game-changing innovations that keep people safe and improve quality of life. As a fellow military veteran, it’s also particularly fulfilling to help clients founded and led by military veterans achieve their goals.

What types of cases/deals do you work on?

Karen: I do a lot of equity financing transactions, including convertible debt financings, venture financings, and public offerings. As an emerging companies lawyer, however, I also help my clients with just about any other sort of transaction you can imagine, including commercial agreements, employment agreements, and debt financings. I also provide a lot of corporate governance advice.

Kevin: I spend much of my time advising clients regarding key transactions like venture capital financings, private equity financings, and mergers and acquisitions. I also act as de facto general counsel to early stage startups that don’t have an in-house lawyer, and, as such, I routinely provide advice on a wide variety of corporate/governance matters.

How did you choose this practice area?

Karen: I chose this practice area because it is one of Cooley’s strongest practices and also because I love working with young companies. I particularly like the opportunity to help these companies grow and succeed, and I enjoy working directly with C-level management.

Kevin: I left active-duty military service prior to law school and quickly realized that I missed the feeling of contributing to our country’s security. I was determined, following law school, to continue to contribute via the private sector. Working with high-growth startups on the cutting edge of critical national-security-related advancements (and those who invest in them) has allowed me to continue to contribute in some capacity.

What is a typical day like and/or what are some common tasks you perform?

Karen: A typical day is hectic. There is rarely a day that I work on fewer than 7-10 different clients’ matters. Also, there is frequently an urgent situation that needs attention. I spend my days drafting/reviewing client deliverables, taking phone calls, attending meetings, interacting with the firm’s specialists, and—of course—reading email.

Kevin: Among the most common tasks I perform is reviewing term sheets, financing documents, and acquisition documents. I then advise my clients regarding key legal and business terms and negotiate terms with other parties. Automated document drafting software has reduced the time required to prepare certain transaction documents that tend to follow a generally accepted form, which allows lawyers like myself to dedicate more time to advising clients on implications of key terms and other tasks that add real value. While there are certainly common themes and market terms across transactions, each deal inevitably has unique problems to solve that keep things interesting. Notably, I rarely work alone. Typical tasks involve working as a team, and I’m fortunate to work with some of the best and most capable people I’ve ever met.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Karen: I went to business school before law school, and while certainly not required (or necessarily recommended), I picked up a number of helpful skills there. These include tangible skills such as using Microsoft Excel and the intangible skills related to being business minded. Short of business school, learn how to use Excel—that will come in handy for anyone who will be working on a lot of financing transactions.

Kevin: My recommendation to anyone wishing to practice in the emerging companies and venture capital practice area is to take financial accounting and corporate tax courses. I use information I learned in these courses nearly every day in my practice. I would also suggest reading articles and blogs related to financing terms and trends. (Excuse my bias, but Cooley GO is an awesome source that is frequently updated.) Lastly, practical work experience of any kind is always a plus for emerging companies and venture capital practitioners.

What do you like best about your practice area?

Karen: I like that every day is different. On most days, I am advising or working on matters for a variety of clients, and, inevitably, there is a client-related issue needing my attention that I didn’t know about when I woke up. It is fast paced and requires a lot of thinking on my feet.

Kevin: I really enjoy regular non-email interactions with clients, getting to know their businesses, and engaging in creative problem solving with clients on a wide range of matters. The emerging companies and venture capital practice area has afforded me opportunities to do all of these things beginning very early in my legal career.

What misconceptions exist about your practice area?

Karen: I think there is a misconception that emerging companies lawyers only work for brand new companies and spend their time incorporating clients and handling only startup matters. While that is a piece of an emerging companies practice, it is not the case that once they are incorporated, clients move on to other attorneys at the firm. In fact, it is quite the opposite, and I typically represent my emerging companies for their entire life and help them through the myriad of legal and business issues along the way.

Kevin: Some people have the misconception that emerging companies and venture capital lawyers (and perhaps all transactional lawyers) simply take forms and fill in blanks. Of course, I try to leverage sample and precedent forms whenever possible for efficiency, but I spend the bulk of my time advising clients regarding the terms of documents and developing strategies to reach the clients’ desired objectives.

What are some typical career paths for lawyers in this practice area?

Karen: Emerging companies lawyers are best served by starting at a law firm, ideally a large law firm with many, many emerging company clients. From here, a lawyer could move to a smaller firm, open their own practice, or move in-house. This is because an emerging companies lawyer deals with so many different areas of corporate law on a day-to-day basis—including corporate governance, securities, employment, contracts, real estate, tax, and M&A—and the best way to learn is to get exposure to as many company clients as possible.

Kevin: Aside from a linear career path where an associate develops his or her skills and earns an invitation to join the partnership, there are also many other paths available to emerging companies and venture capital lawyers. There are always opportunities to go in-house with a client, whether it be a startup company or investment fund. In addition to in-house legal opportunities, emerging companies and venture capital lawyers sometimes choose to leverage their skills in a purely operational or business role. There are also plenty of examples of emerging companies and venture capital lawyers working in an in-house legal or business role and ultimately returning to private legal practice.

How is it different working with entrepreneurs in contrast to large corporate clients?

Karen: One of the primary differences is that an emerging companies lawyer is usually working directly with the C-suite officers of the corporation, including the CEO and CFO, instead of the in-house legal team. This is because, unlike large corporations, many emerging companies do not have in-house lawyers.

Kevin: High-growth startups, unlike most large established companies, have very limited financial resources, a relatively large appetite for risk, and a necessity to move fast. These unique attributes require emerging companies and venture capital lawyers to be super practical and efficient. In my experience, startup clients in particular appreciate opportunities to save costs where they can, and I consider it a crucial part of my job to identify opportunities to do so.

Karen Deschaine, Partner, and Kevin Milgram, Associate — Business

Cooley partner Karen Deschaine’s practice encompasses a wide range of business and corporate matters, including private financings, public offerings, corporate governance, commercial transactions, strategic transactions, securities matters, and the general representation of public and private companies. She represents primarily biotechnology and technology companies and investors in those industries. She is a sought-after speaker on topics of interest to founders, startup companies, and companies seeking investment, including presenting for organizations and events such as GeekGirl, EvoNexus, VETCON, and mystartupXX. She also frequently teaches “CooleyU” sessions at the firm’s San Diego office.

Cooley associate Kevin Milgram’s practice focuses on the formation and financing of emerging companies and M&A, as well as counseling companies regarding general corporate matters. He represents clients in a range of industries, including information technology, national security, unmanned aircraft, cybersecurity, and software. His practice additionally focuses on veteran-owned startups. He also advises a number of leading venture capital and private equity firms. While in law school, Kevin was a member of the University of Richmond Law Review, the McNeil Law Honor Society, the Client Counseling and Negotiation Board, and the Veterans and Military Law Association.

Sarah Chambless, Partner
Fenwick & West LLP

Describe your practice area and what it entails.

As a partner at Fenwick & West, I advise early-stage startups on corporate structuring, through their growth stages and financings, regarding general counsel and commercial matters, and on exit strategies. In addition to my client-facing work, I am among a vanguard of professionals leading the growth of Fenwick’s startup and venture capital practice in the greater Los Angeles region. The firm established its footprint here in June 2019, and I joined immediately after. Fenwick is a great match for the LA market, and it is exciting to be on the ground for the firm’s push into one of the most vibrant startup and investor ecosystems outside of Silicon Valley.

What types of clients do you represent?

My clients represent a cross-section of the creative energy, ideas, and grit of LA’s cultural and startup scene. They are in media and entertainment, including companies such as Donut Media and Frolic, which are 360-degree media brands creating original content for platforms and fans worldwide. I work with gaming companies such as Versus Systems, which operates an in-game prize and promotions platform, and with social and creative agencies, such as DFM, which is a leading innovator in public relations and influencer-based marketing. I advise business-to-business and consumer-facing software companies and marketplaces, as well as consumer products companies with direct-to-consumer strategies, influencer activations, and e-commerce-driven platforms. I also am very excited to work with investors like LDR Ventures and Female Founders Fund, which are committed to investing in diverse founders. It’s an exciting mix with a lot of variety.

What types of cases/deals do you work on?

I advise startups and growth-stage companies on issues related to company formation, corporate structuring and compliance, seed and growth-stage venture capital financings (both equity and debt), joint ventures, commercial transactions and agreements, and mergers and acquisitions. I also advise professional investors regarding their venture capital fund structuring and investments.

How did you choose this practice area?

My VC practice began to take off in late 2010 when the “Silicon Beach” startup movement in LA was gaining traction. As a young corporate attorney, I found it invigorating to advise entrepreneurs and startup companies on the best ways to avoid common pitfalls and risks. Trends in venture capital are constantly evolving, both in industry developments and in deal structuring and terms. I like that because my practice never stagnates.

What is a typical day like and/or what are some common tasks you perform?

Every day is different, which is exciting. I spend a lot of time meeting face to face with potential and current clients, investors, and fellow service providers because helping to develop relationships is a critical way that deal attorneys create value for their clients. Tech and VC clients also value responsiveness, so I spend a lot of time on the phone, email, and text, counseling clients, answering questions, and negotiating open deal points. In the afternoons and evenings, I usually attend a demo day or dinner with investors or a client’s C-level officers, or I speak on a panel about current industry and market trends. The days are long but very fulfilling.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

So much of what makes a startup lawyer successful is gained from practical experience. Any experience running a business or working with people who are running a business provides perspectives on what our startup clients go through and what they need from their lawyers. In terms of hard skills, studies in business, finance, tax, or accounting will also broaden your perspective on how the issues of a business fit together. A passion for and understanding of technology is critical. Also, look for opportunities to improve how you speak, present, and communicate as a professional and how you manage time and tasks. For example, I have found my background as an elementary school teacher to be invaluable in boiling down complex concepts for clients in a way they understand and appreciate.

What do you like best about your practice area?

My day-to-day practice is generally positive and uplifting. I love to spend time with early-stage clients, troubleshooting early issues and helping them avoid pitfalls down the road. When working on transactions, I mentor and train associates, which I find to be very satisfying. Over time, I develop deep relationships of trust with my entrepreneur clients, and as companies grow, I build teams of other trusted advisors around them. Those relationships often span multiple companies or ventures. Adding positive value and building those enduring relation-
ships is very satisfying.

What is unique about your practice area at your firm?

Fenwick’s startup practice in many ways mirrors the ethos of our clients. For a law firm, we have a lot of latitude to do things differently and creatively and to develop our own style. The bias away from hierarchy fosters more opportunity for collaboration with very smart team members, and we work closely and quickly with clients to solve critical problems. It’s a supportive environment for people who like problem solving, enjoy social opportunities, and who aren’t scared of tackling a wide variety of challenges.

How do you see this practice area evolving in the future?

Law firm startup practices are more likely to adopt technology innovations quickly because we are exposed to our clients’ innovative products and services. Fenwick has prioritized an innovative mindset with Fenwick Labs, our in-house IT and knowledge development team, which helps unlock greater efficiencies and automation in our work. This frees lawyers up to imagine and deliver services that create greater value for our clients’ bottom lines.

What are some typical career paths for lawyers in this practice area?

The volume of clients in a startup practice exposes new law-
yers to many opportunities. Startup lawyers are generally on a faster track toward greater responsibility in managing projects, clients, and relationships. This means more opportunities to develop practical skills and a standalone practice more quickly. A startup lawyer can take one of many diverse career paths. They can become law firm partners or in-house counsel at a client, join a VC fund, launch startups themselves, or start a solo practice. Many move over to the business side over time, becoming VP of legal and business affairs or COO. I’ve had colleagues embark on all these avenues.

Sarah Chambless, Partner—Corporate

Sarah Fergusson Chambless advises startup technology companies and investors on company formation and corporate structuring, early- and growth-stage finance, outside general counsel, venture capital investment transactions, and mergers and acquisitions. Sarah focuses on the technology, digital media, consumer products, and health care sectors. She also has experience in the planning, structuring, and formation of venture capital funds, special purpose vehicles, and joint ventures.

Sarah is very active in the Los Angeles startup community and regularly acts as a mentor, speaker, and guest lecturer at incubators, accelerators, business organizations, and universities. She also sits on the Advisory Board of OSEA Angel Investors, an angel investment group focused on and driven by women executives and entrepreneurs.

Sarah was selected as one of Variety’s Hollywood’s New Leaders: Lawyers in 2013 and is a Southern California Super Lawyers Rising Star (2015–2019).

Prior to joining Fenwick & West, Sarah was the leader of the venture capital and emerging companies practice at another major national law firm. Before she began her legal career, Sarah taught elementary school in Compton, CA, as a Teach for America corps member.

Jonathan Goodwin, Partner • Saarah Woodby, Associate
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Describe your practice area and what it entails.

Jonathan: I represent venture capital firms in their formation and general operations. When a venture capital firm is raising money from its investors (such as endowments, foundations, and pension plans), I represent the venture capital firm throughout the formation process. We work with the fund managers to determine the terms for the new fund (e.g., carried interest and management fee) and draft the fund’s governing agreements. We then negotiate those agreements with the fund’s investors and their counsel. Once the agreements are settled, we handle the closing process. In addition, venture capital firms have a number of ongoing matters in which we assist, ranging from personnel matters to securities filings. In the last two years, we’ve seen a lot of IPO activity, and our fund clients that have large positions in these companies need to address the mechanics of having a portfolio company go public.

Saarah: My practice generally focuses on helping to build and grow startup companies through multiple avenues. On the company side, we work with startups in various stages of their life cycles (from formation to exit events), providing general corporate advice and facilitating the legal aspects of corporate transactions and fundraising events. On the investor side, we primarily focus on helping venture capital funds invest in startups in equity and debt financing rounds.

What types of clients do you represent?

Jonathan: We represent venture capital firms with assets under management, ranging from tens of millions to billions of dollars. We represent first-time fund managers and longtime venture capital firms (many of whom created the venture capital industry). Our clients invest in geographies across the world, including the U.S., Europe, Israel, and Southeast Asia, and make anywhere from $500,000 seed-stage investments to $50 million growth-stage investments.

Saarah: We represent tech startups that are either venture backed or seeking to become venture backed, as well as venture funds that vary in size and experience, looking to invest in these types of companies. Many of the businesses we work with develop interesting and innovative solutions (from apps to websites to consumer products) to improve everyday life using cutting-edge technology.

What types of cases/deals do you work on?

Jonathan: I have recently closed funds for notable venture capital firms, including Jerusalem Venture Partners, Kleiner Perkins, and Sequoia Capital.

Saarah: I work on a wide array of transactions, from financings to mergers and acquisitions. For many of our clients that don’t have in-house counsel, we play more of a hybrid role than just a standard transactional legal role, advising on both business and legal matters on a day-to-day basis.

How did you choose this practice area?

Jonathan: I appreciated the variety of the work involved with representing venture capital firms. The fund practice allows you to work on a range of issues and, in many ways, be a generalist to venture capital firms. In addition, the fund practice allows you to develop a unique skill set. Gunderson has a premier fund formation practice group, so you can chart your own path and build a practice around early-stage fund managers, late-stage fund managers, or sector-focused funds—such as cleantech- or big-data-focused funds.

Saarah: After spending a few years in the banking, capital markets, and mergers and acquisitions practice areas working with large institutional clients, I developed an interest in playing a more active role in the day-to-day growth and development of a client’s business. I enjoy being able to advise clients on not only legal, but also business-related matters, as well as the challenges and opportunities for creativity that come with working in this space.

What is a typical day like and/or what are some common tasks you perform?

Jonathan: We have a lot of client interaction and spend a lot of time talking to clients about what we’re seeing in the market. While an individual attorney may be working on multiple fundraisings at a time, for clients, it may be the first or second time that they’re raising a fund. There is a lot of counseling involved and talking people through transactions. For example, this morning, I had a call with a client to walk through a summary of terms for the client’s new fund, and then I had a call with another client to discuss annual SEC filings that the client must make at the beginning of the year.

Saarah: First off, there’s a typical day? It really depends on what your clients have going on at the time. I might have a couple of investor- or company-side financings going on any given day. On the venture-fund side, we are negotiating certain legal points in transaction documents and looking out for particular things that fund clients are typically concerned about in the documents. A point that’s typically focused on quite heavily, for example, is making sure that each party that participates in a deal is on the same page with respect to the equity ownership of a company. Other day-to-day tasks will include attending to general questions that arise, such as how to administer equity plans, deal with general business concerns, etc. Again, there really isn’t a typical day.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Jonathan: I would recommend law students focus on corporate and tax classes. It’s also helpful to be familiar with financial statements, accounting concepts, and Microsoft Excel.

Saarah: Interpersonal skills are very important because you’re going to have a lot of client-facing interactions on a daily basis, even if you’re a fairly junior associate. In addition, organization, paying close attention to detail, and time management are also really good skills to have because this is a high-volume practice where you’re managing many clients at one time. It’s important to come up with your own personal system with respect to how you’re going to prioritize things and manage the multiple tasks that come in every day.

What is unique about your practice area at your firm?

Jonathan: One of the things that’s unique about us is that we generally represent the venture capital firms only (or the “general partner/GP” side, as you might hear in the industry) and not the investors who invest into the venture capital firms (the “limited partners/LPs”). Clients appreciate our focus on the GP side, as we are able to be better advocates for our clients’ interests—they recognize that we’re wholly interested in them. We aren’t spending our mornings negotiating one perspective for one client and then turning around and negotiating the opposite perspective for another client. In addition, our training materials, form documents, and entire practice group are able to be focused for the same purposes. As an attorney in our group, this makes your practice more efficient, and you are able to learn and scale more quickly.

Saarah: I think being in this space in New York is unique because Gunderson does the vast majority of this type of work in the city. We are uniquely positioned relative to other New York firms because we are a firm focused on the venture capital and startup industry. More likely than not, for any question that comes up, regardless of how obscure it may be, I can usually find somebody in the firm who’s dealt with it before, which is extremely helpful.

How do you see this practice area evolving in the future?

Jonathan: Our venture fund clients are investing in technology companies, and they expect their attorneys to utilize cutting-edge legal technology as well. As an attorney in this practice, you must understand substantive law, but you must also understand how to use new software to deliver a better legal product to clients. We are not only purchasing new software, such as document automation software, but our firm is also building new software to support our clients. We have worked with our IT team and an outside developer to build a custom online portal where investors can complete and sign onboarding documentation to invest into the funds that we represent. We’ve received great feedback from clients, and I expect that we will continue to need to innovate and develop new offerings such as this to support our clients.

Saarah: There’s been a push to start integrating more and more technology into this practice area, so we’re figuring out ways where new technological innovation can help us be more efficient and do a better, quicker job on whatever the task may be. Since we’re working in the tech space, I think there will probably continue to be newer developments that will help lawyers do things more quickly and more efficiently.

What kinds of experience can summer associates gain in this practice area at your firm?

Jonathan: I summered at Gunderson in 2010, so the summer program is special to me. We want to make sure that each summer associate gets as much exposure to the ins and outs of our day-to-day practice as possible. In our practice area, that means that a summer associate can be part of the entire formation process for a new venture fund. Summer associates often take a first cut at drafting a term sheet and formation documents for a new fund. Summer associates will join calls with clients and opposing counsel, will be included on all correspondence, and will be part of the fund-closing process.

How is it different working with entrepreneurs in contrast to large corporate clients?

Saarah: One of the clearest differences when you’re working with a large corporate client is that the in-house legal team probably has a very advanced understanding of the space and whatever transaction you’re doing, so there isn’t as much advising needed. Working with emerging companies is different because, more likely than not, corporate transactions and certain business issues can all be quite new for a company, depending on its stage, so there are varying levels of involvement that you’ll have in working through matters. In addition, you’re usually working directly with founders in this practice area who may have more decision-making flexibility than may otherwise be the case in a larger corporate structure.

Jonathan Goodwin, Partner, and Saarah Woodby, Associate — Fund Formation/Corporate

Jonathan Goodwin’s practice encompasses all areas involved in the formation and general representation of venture capital firms. Jonathan’s clients span early-stage to growth-stage venture capital firms with assets under management in the tens of millions to billions of dollars across a global footprint in the United States, Israel, and China. He has recently closed funds for notable venture capital firms, including Jerusalem Venture Partners, Kleiner Perkins, and Sequoia Capital. Jonathan received his J.D. from Stanford Law School and his B.S. from the University of Tulsa. He is admitted to practice in California and is a partner at Gunderson Dettmer. In January of 2020, Jonathan was named to the Venture Capital Journal’s inaugural “40 Rising Stars Under 40” list.

Saarah Woodby specializes in the representation of emerging growth companies throughout their life cycles. Saarah’s practice focuses on general corporate counseling, venture capital financings, and mergers and acquisitions. Saarah represents a wide variety of technology companies, including consumer internet, software, telecommunications, and entertainment technology industries, as well as a number of leading venture capital firms. Saarah received her J.D. from NYU School of Law and her B.S. from the University of Pennsylvania. She is admitted to practice in New York and is an associate at Gunderson Dettmer.

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