Building a Free-to-Play Mobile Game In Public Week 9: How to Find and Manage Your Legal Team
Or "WHAT All the Lawyers?!?"
Hello, my name is D.J., and I’m a recovering lawyer.
…
It’s been…
(Checks watch)
…14 years (!!!) since my last paid client legal work…
***
I kind of get the hate for my former profession.
The subject matter? Can be tedious. Legal issues are always filled with all kinds of minutiae, loopholes, and problems.
Opposing counsel? Can be as squiggly as a bag of snakes.
I have many stories from my previous life where we’d be working past 9 pm in the office, waiting for something back from a firm in NYC…
And they’d deliver something with a clear HUGE edit in it hoping that we wouldn’t pay attention to the redline.
Lots of opponents tried to sneak one past ol’ D.J. back in the day, I’ll tell you what.
The bills? Outrageously high!
Our President, Spencer, added up all of the bills we’d received from our attorney, and it was something crazy like hundreds of dollars every time we sent an email.
The only problem is that as a business owner, you’re going to need to deal with attorneys.
I say that even as someone who can review contracts, regs, statutes, you name it…
But I can’t really create a SAFE document from scratch. And because I’ve since gone inactive, I can’t act as the company’s attorney (for now…)
When I asked Spencer if he had any comment on “How to deal with attorneys,” his reply was basically this:
That all being said, this is going to be another two-parter.
(Isn’t the suspense great?!)
In this part, I’m going to go through some general tips, tricks, and techniques about:
Hiring your first attorney for your startup
What exactly they can help you with
How to cut down on legal costs as a startup
And how to politely go over billing if you think you’re being screwed
Next week, I’ll go through more of a case study as to our review of our contract with our dev studio, and some of the give-and-take we went through there.
BEFORE WE GO ANY FURTHER!!
I am not a practicing attorney. Nothing in this article should be considered legal advice. Consult an attorney before acting on anything in this article.
So let’s dive in!
The Basics: Speaking Attorney for Normal Folks
A “good attorney” as far as you’re concerned is someone who has:
1) Dealt with hundreds of similar legal issues you’re looking to solve, and
2) Achieved many successful outcomes for clients in doing so.
Anything beyond that is going to be up to personal preference.
Want a little more pampering as a client? You’re gonna pay for that.
Want someone who’s no-frills, just a straight shooter that you won’t hear from unless they’re actively working on your matter?
Well then I think you’re looking for this guy:
Attorneys will often bill in increments of 0.1 or 0.25 hours.
So it’s important that if you just have a quick email for their response, you try to “batch” these together so that they take at least 6-15 minutes, depending on how you’re billed.
I would say the same for calls: it’s (probably) better to get charged for a 0.5 hour call about 5 different things than to potentially get billed an hour for the same.
When you get a bill, you’ll get a description of what each line item on the bill is for. For example:
0.5: Reviewed and revised contract for Gotham City Sewer District acquisition project.
0.2: Teleconference with client about Gotham City Sewer District acquisition project.
Keep in mind, keeping time is a huge pain for attorneys. I did it the old-fashioned way with a legal pad and pen when I was an attorney because your day can change with a single phone call or email.
Those who used the billing software / timers, God bless ‘em, but I know I would forget to change that over if I used it.
I digress…
How to Choose an Attorney for Your Startup
Another thing to remember as a “normie” is that different attorneys specialize in different things.
You wouldn’t want Daniel Caffee from A Few Good Men negotiating a tax dispute with the Mexican government for you.
Similarly, you definitely don’t need to go to a “one-stop shop,” and especially not when getting started.
In many regards, with something that’s pretty standardized and “plug and play,” I’d rather have the “Traffic Law Center” of firms working on my stuff than Cravath.
Their rates will be lower, and they’ll probably be more responsive (not that you’re a “huge client” for them, but you’re more of “an equal.” If you go to Cravath, you’re the micro-shrimp that the small fish they represent eat).
The best way I’ve found attorneys for the businesses I’ve worked for is through referrals.
I have tons of friends still at big firms, and some have gone out on their own.
But generally if I need someone here in Missouri, I can find them, no prob.
It gets a little dicier when it comes to more specialized areas.
Here’s the thing though:
If you just do a Google search for, for example, “Lawyer to draft a SAFE for a DE corporation”...
You’re going to end up with the attorney who does SAFEs who’s best at SEO.
It has literally no bearing on their skill level.
So keep that in mind.
I think asking your advisors if they know anyone, or business owners you’ve met along the way if they have recommendations is definitely better than just trusting the SEO machine.
Consider Adding Someone With a Legal Background to Your Team
When I told The Beard and Spencer about my legal background, I could see the fight going on behind Spencer’s eyes.
On the one hand, “Cool! This guy can help with the various legal issues we face!”
On the other hand, “Holy $#!^ he’s one of them! KILL IT WITH FIRE!!!”
There are a TON of things that you’ll potentially need an attorney to help out with in your business…
BUT if you have someone on the team with a legal background, it can solve a lot of headaches.
As an example, we circulated our advisor agreement among our board members for feedback.
One board member (rightfully) pointed out a couple of issues with the agreement that needed to be fixed.
Instead of paying hundreds of dollars for an attorney to fix that, I hopped in the doc, hammered out some new provisions, and we were all set.
I mean, it’s not tens of thousands of dollars, but it is some value I add to the team.
And who knows? If I do reactivate my license at some point, I can potentially do it in more of an official capacity down the road too.
Does this mean hiring a General Counsel?
I think that’s overkill for the majority of startups until you’re consistently paying enough legal fees every month to make it worthwhile.
(Side note: I took a Tech Startup Law Seminar with the first GC of eBay my 2L year. He just happened to be a graduate of my law school as well. He’d start class on Tuesday with “So I was in DC having dinner with Meg last night… and I asked her if she had anything to say to you all… and then I hopped the jet back here… so I guess being the General Counsel at an early stage tech startup CAN be worthwhile!)
Things Attorneys Can Help You With At Your Startup
This is going to vary wildly depending on your team’s skillset.
For us, between Spencer and me, we have pretty good “general contract skills.” We can edit contracts, push back on provisions, and otherwise hammer that stuff out without much of a problem.
Where we needed help fell into two big areas:
Investment Vehicles
We created a SAFE to help fund Brown Bag Games.
I didn’t know the first thing about that, and neither did Spence.
So we had to hire an attorney to get this done for us.
Expensive? Yeah…
But at least we won’t have “the Facebook problem” if Brown Bag goes big, where everything was kind of “loosy-goosy” until they got big-time institutional investors.
Intellectual Property
Being a game company, this is “our moat.”
A competitor can probably copy our game mechanics if they really want to.
What they can’t copy is our storyline, our RPG elements, and our characters.
So we want to make sure that moat is as wide as possible.
Again, you don’t need a huge firm for this!
You want someone who hammers out trademarks like a Colonial Williamsburg blacksmith hammers out horseshoes.
If copyright is involved, odds are you’ll probably be protected just by publishing something…
But if in doubt, you can submit a story or publication for official copyright recognition by the Library of Congress and your odds of getting screwed go way down.
General Contracts and Agreements
If you don’t have a Spence or me, it can definitely help to have a second set of eyes on these things.
Terms of Service and Privacy Policies
If you’re in something like gambling, it probably helps to have a practicing attorney review these.
If not, then you can probably figure out how to “model” your way to a serviceable one.
Questions to Ask Potential Attorneys
“How many of [this matter] have you handled in the past?”
“Can you talk about one time [this matter] didn’t go so well for you and why?”
“How many hours do you anticipate this taking?”
“Can we set an hours cap?”
“Do you ever work on a fixed rate basis?”
“If something goes wrong and we stop working together, how is the file delivered to me?”
What If You Think You’re Getting Screwed On Bills?
What?!? No… it would never happen…
The unfortunate reality is that it can happen.
And if you do think you’re getting overbilled… you have options!
Step 1: Ask for an unbilled conversation with the attorney about billing
If they don’t agree to this, it can be a red flag.
Ethically, most lawyers should not bill for a conversation about billing.
This is akin to putting an employee on a PIP before canning them.
Step 2: Ask for a discount
Everything is negotiable in life.
The worst that can happen is they say “no.”
And then you’re in the same position you’re in now.
Step 3: If unsatisfied, fire them and go to someone else.
This isn’t really “the nuclear option,” but if you do fire your attorney, you need to make sure you get your file back.
Their work product is “the product.” It’s what you paid for.
So ask them politely for the file, electronically if possible.
If they only have it in hard copy, you may have to pay for them to ship it.
Don’t skimp! You will want that down the road if something goes wrong.
And with document retention policies what they are these days, if something happens 3 years down the road, I wouldn’t count on being able to ask for the file then.
Best of Luck!
Dealing with attorneys can be intimidating for a startup for all of the reasons I outlined above.
But know at the end of the day they’re just people, same as you and me.
No one likes to lose business (unless they have a huge waiting list), so if you think you’re being overbilled, work through it with them.
If you follow the above advice, I think you’re gonna have a better time with your attorney.
Your Next Steps…
I tried to keep a pretty “dry” topic as “fun” as possible.
Granted, I didn’t have Wilford Brimley chasing me on the Memphis skyway…
So if you found this helpful, or otherwise think you know someone who could benefit from this…
Hammer the share button below, and share it on your favorite social media!
Doing so can help even one startup founder or team member succeed in their dream instead of fail.
Plus did I mention we have a gamified leaderboard now for shares?
And if you share it with enough folks and they subscribe, you get all kinds of cool rewards.
So hit the share button, send it to folks who need it, and brighten their day a bit.
Thanks for reading, see you next week.
DJ