LegalTech & Legal Matters

On this edition of the Seedcamp Podcast Series, Carlos Espinal and Tom Wilson, Investment Manager (and ex-Lawyer) at Seedcamp, have a chat with Tina Baker, Partner & Co-founder of JagShawBaker (http://www.jagshaw.com/) and real-life rockstar (http://tinab.tv/tinabhome.html).

Rockstar Lawyers and how to tackle early-stage legals with Tina Baker

We had the chance to sit down with Fred and Todd of Foley & Lardner (http://www.foley.com/) to discuss points startups should consider as part of 'flipping' to the USA or starting off as a foreign company vs. one based in the USA.

A little bit more background on Fred & Todd:

Fred Adam is a partner and business lawyer with Foley & Lardner LLP. He advises public and private multi-nationals, investment funds, and fund portfolio companies regarding international outbound and inbound tax planning, fund formation structuring, domestic tax matters of all types and international tax matters relating especially to global business model planning and global tax efficiency projects, transfer pricing, mergers and acquisitions, financial services (PE, Venture, Hedge, etc.), and pre- and post-transaction integration structuring. In particular, Mr. Adam concentrates his practice on taxation and structuring involved in international and domestic tax matters, fund formation and investment transactions, private equity investments, and domestic and international mergers & acquisitions. His experience also includes domestic and cross-border fund formation, taxation and structuring, domestic and international real estate matters, and day-to-day advisory for international and capital market businesses. Integral to his planning experience, Mr. Adam also has significant experience relating to tax controversy matters and transfer pricing. 

E. Thom (Todd) Rumberger Jr. is a partner and corporate lawyer with Foley & Lardner LLP where he focuses his practice on private equity, mergers and acquisitions and venture capital, and Internet, software, telecommunications, digital media and financial services companies through all stages of their growth. He is vice chair of the firm’s Private Equity & Venture Capital Practice, co-chair of the Technology Industry Team and is a member of the Transactional & Securities Practice.
Mr. Rumberger counsels his corporate clients, ranging from start-up, emerging growth stage and venture backed, to public domestic and foreign companies, on a wide variety of matters ranging from formation, capitalization, key executive employment and general employment issues, and corporate governance, to early (convertible debt and seed preferred) and later stage venture capital, debt and public equity financings and offerings, strategic partner, reseller, and similar commercial agreements. In addition, he has broad transactional experience representing public and private company, and private equity, buyers and sellers involved in mergers and acquisitions and financings. Additionally, Mr. Rumberger works with foreign start-up and growth stage companies in establishing a presence in the United States.

A discussion on "Flipping to the USA" with Fred & Todd of Foley & Lardner

In this episode we were joined by Josephine Goube, Director of Partnerships & Communications at Migreat. She discussed her background, how she became involved in making immigration easier for companies, discussing Entrepreneur Visa options available to set up a business in the UK.

Listed as one the top 35 women in Business in Britain in 2015 by Management Today, Joséphine currently heads Migreat, the fastest-growing global platform for migrants to get access to information and immigration support. She previously worked at TechStars London and Rainmaking, co-founded the London School of Economics Business Incubator & graduated from the New Entrepreneurs Foundation.

Josephine Goube, Director of Partnerships & Communications at Migreat

In this episode, Carlos was joined by our very own Tom Wilson, a qualified UK Lawyer and member of the Seedcamp investment team. Together, they took a deep dive into the Legal Tech sector, an area that Tom is particularly passionate about given his past experience (and headaches) as a lawyer prior to joining Seedcamp.

We touched upon defining the Legal Tech sector and the various sub sectors that make up the legal eco-system. We went on to discuss some of the topics that are making the Legal Tech space so interesting right now including: a push for increased transparency, tech solutions focused on the automation of processes (i.e. NLP etc.), the maturing ecosystem, the generational shift and more broadly the innovation (i.e.AI etc.) and areas of our interest taking place right now in legal services.

Show notes from the episode:

Apply to Seedcamp x Nextlaw labs - http://seedcamp.com/seedcamp-x-nll/
Tom's blog post on the sector - http://bit.ly/29KtaAf

Related bio links:

- Tom -  https://twitter.com/tom_wils / https://uk.linkedin.com/in/tomwilsonseedcamp
- Carlos - www.carlosespinal.com / twitter.com/cee
- Seedcamp -  www.seedcamp.com / twitter.com/seedcamp

Additional show links:

- Apperio - https://apperio.com/
- Lexoo - https://www.lexoo.co.uk/
- Beagle.ai - http://beagle.ai/
- Legal Robot - https://www.legalrobot.com/
- Juro - https://www.juro.io/
- Legal Zoom - http://www.legalzoom.com/

The Legal Tech Sector explored with Tom Wilson

What does the advent of artificial intelligence spell for the future of legal services and lawyers themselves? On that topic Seedcamp partner Carlos Espinal is joined by founder and CEO Matt Osman of Legit Patents, the startup building AI-powered applications to automate parts of the R&D process, and Neil Miller, Partner at JAG Shaw Baker and formerly General Counsel at SoundCloud.

"The lawyer of the future is going to look much closer to a combination of a strategic advisor, an account manger, and someone in charge of customer support," suggests Matt, pointing to the recent phenomenon of law schools incorporating coding into their studies. "Quite a lot of their job will be interpreting and packaging the results that are produced by software."

Meanwhile Neil describes which aspects of the legal process will be automated first - including much of the grunt work currently performed by paralegals and associates. Yet he notes there are services which will be immune, including family law which 'requires a level of empathy you won't get with AI'. 

Speaking about his experiences at JAG Shaw Baker and SoundCloud, Neil also provides a 101 on legal basics for startups and 'the things that become more complicated if you don't fix them early on,' from incorporation, cap tables and granting options, to keeping track of open source libraries and rights associated with them.


Show notes: 
Carlos Medium: sdca.mp/2entVR3
Seedcamp: www.seedcamp.com
Legit Patents: www.legitpatents.com
JAG Shaw Baker: www.jagshawbaker.com

Related bio links: 
Carlos: linkedin.com/in/carloseduardoespinal / twitter.com/cee
Matt: linkedin.com/in/matthew-osman-36b658110 / angel.co/matthew-osman
Neil: linkedin.com/in/neilmiller

The future of legal services with Legit Patents and JAG Shaw Baker

What are the critical steps a European startup founder must make when plotting expansion to the United States? On that topic Seedcamp partner Carlos Espinal is joined by Dan Glazer, Partner at Wilson Sonsini Goodrich & Rosati (WSGR) - the US law firm which has represented the likes of tech titans Apple and Netscape over the course of its illustrious history.

Dan recently co-led the WSGR team supporting UK-based technology company Improbable in its $502 million Series B round of venture financing led by SoftBank Group Corp - the largest-ever Series B investment in Europe and also the biggest venture financing round by a private British company in history. He leads the New York office's technology transactions practice, and is also a member of the firm’s US expansion practice, with a focus on advising UK and other non-US technology and growth companies on US expansion, fundraising, and strategic partnership transactions. 

Discussing the 'different risk environment' for startups and established businesses in the US, Dan cautions that founders afford themselves '3 to 6 months preparation in advance' of setting up shop in America, 'because you don't want to find you've pushed the button go on your entire US business but you can't staff it appropriately'. He walks through the 10 key areas founders should focus on - from legal incorporation and immigration to HR, admin and government support.

Learn more about how American cultural differences can affect hiring, why Delaware is the 'Esperanto' of legal jurisdictions and the the difference in US and European legal environments for startups.

Show notes: 
Carlos Medium: sdca.mp/2entVR3
Seedcamp: www.seedcamp.com
WSGR: www.wsgr.com
US Expansion in 10 Steps: www.wsgr.com/PDFs/10-steps-us-expansion.pdf

Related bio links: 
Carlos: linkedin.com/in/carloseduardoespinal / twitter.com/cee
Dan: linkedin.com/in/danielcglazer / twitter.com/danielcglazer

Dan Glazer, Partner at WSGR, on stateside expansion for startups

At Seedcamp, we are passionate about identifying and investing early in startups using emerging technologies that have the potential to solve real problems. We began to invest in companies using blockchain technologies back in 2014 and our portfolio includes the likes of Clause, building the dynamic contracting infrastructure of the future, to Elliptic, providing the forensic tools with which to identify illicit activity on the blockchain. And we believe that there are several iconic companies of the future using blockchain technologies that are yet to be built.

If you missed our event on blockchain, tokens and ICOs, tune in to hear from our lively founder panel including Peter Hunn (CEO of Clause), Irra Ariella Khi (CEO of Vchain), Richard Burton (CEO of Balance) and Ben Livshits (Chief Scientist at Brave). The panel is moderated by Kyran Schmidt and Sia Houchangnia from Seedcamp.

And check out our Facebook page for the live video of all the panels from the event: www.facebook.com/seedcamp

Show notes:
Carlos Medium: sdca.mp/2entVR3
Seedcamp: www.seedcamp.com
Vchain: www.vchain.tech
Clause: www.clause.io
Balance: www.balancemy.money
Brave: www.brave.com


Related bio links:
Sia: linkedin.com/in/siahouchangnia / twitter.com/siahouchangnia
Kyran: linkedin.com/in/kyran-schmidt / twitter.com/kyranschmidt
Irra: linkedin.com/in/irraariellakhi / twitter.com/irra_k
Peter: linkedin.com/in/peterhunn / twitter.com/peterhunn
Richard: linkedin.com/in/richardjburton / twitter.com/ricburton
Ben: linkedin.com/in/ben-livshits / twitter.com/convoluted_code

'Distributed Futures': Blockchain, Tokens and ICOs - Founders' Panel

Hiring and retaining talent is one of the most severe challenges of early-stage companies. Employee stock options are a fair, but often misunderstood tool for aligning interests between early employees. Fortunately, the Director of Talent at Index Ventures, Dominic Jacquesson has combined knowledge from both sides of the Atlantic and created a comprehensive guide called “Rewarding Talent”.

In the podcast, Dominic shares his findings on the differences between European and US startups and gives tips for early-stage founders on building sustainable long-term relationships with its employees. 

“We are very much advocates of giving something to everyone. It might be a small amount, but as you scale, try to make everyone an owner.”

Seedcamp: www.seedcamp.com
Index Ventures: https://www.indexventures.com

Carlos: 
medium.com/@cee
www.linkedin.com/in/carloseduardoespinal
twitter.com/cee

Dominic:
https://medium.com/@domjacquesson
https://www.linkedin.com/in/dominicjacquesson/
https://twitter.com/domjacquesson

Rewarding Talent: https://www.indexventures.com/rewardingtalent
Rewarding Talent (online version): https://www.indexventures.com/rewardingtalent/handbook/rewarding-talent
Rewarding Talent (quick guide): https://www.indexventures.com/blog/rewarding-talent-quick-guide

Index Ventures OptionPlan: https://www.indexventures.com/optionplan

Dominic Jacquesson, Director of Talent at Index Ventures, on employee stock options

This week Carlos is joined, remotely, by Dominic Hallas, Executive Director at The Coalition for a Digital Economy (Coadec), to discuss his work liaising between policymakers and the tech community, and the role Codec is playing in helping startups navigate these uncertain times. 

After entering local politics at a young age in Leeds, and running a project in Delhi for the Bloomberg Foundation, Dom took the helm at  Coadec in 2018, an initiative founded exactly ten years ago by pillars of the tech ecosystem Jeff Lynn, founder of Seedrs and Mike Butcher, editor of TechCrunch.

Right now the government has issued a series of different grant schemes to help businesses overcome Covid-19 related challenges, none of which apply to startups. In this session, Carlos and Dominic discuss the barriers preventing public administration from understanding the needs of the tech ecosystem, both in these specific challenging times and more broadly, and how Coadec’s new project ‘Save Our Startups’, is advocating for new grant schemes tailored to the needs of venture-backed businesses that do not fit the criteria for COVID-19 relief schemes currently provided by the government. 

Tune in to hear how you can support Coadec right now in advocating for coherent liquidity packages for tech startups and how founders voices can contribute to help Coadec bring specific issues facing the startup ecosystem to the government’s attention.

Dominic Hallas - twitter.com/Dom_Hallas
Coadec - www.coadec.com; https://twitter.com/Coadec
Save Our Startups - www.saveourstartups.co.uk; https://twitter.com/saveourstartups
Carlos Espinal - twitter.com/cee
Seedcamp - https://seedcamp.com

Dominic Hallas, Executive Director at Coadec, on advocating for Covid-19 grant schemes for startups

In this week’s recorded video podcast Seedcamp partners, Carlos and Tom, join forces to discuss some of the key terms startup founders should keep in mind when considering a  term sheet from investors.

Carlos and Tom first met when Tom, in his previous life, was one of the lawyers working on helping to set Seedcamp up as a fund. Fast forward six years later and Tom - now one of our investment partners - shares how he wears both his investor and private equity lawyer hat to support portfolio companies and to help startups more broadly gain a comprehensive overview of how to navigate different legal complexities that can arise when it comes to setting up and fundraising for your startup; especially important in today’s challenging times. 


In this Legal Hour Session, Carlos and Tom cover different golden rules on how to document and structure an investment round along with key information on how to factor in option pools. It’s well worth also reading Tom’s latest article - “The most important clause to look out for in a dreaded “down-round”, uncovering potential concerns for startups fundraising in these current circumstances. Tune in for advice on how to “focus on the terms, not the structure”, “not letting market standard verbiage prevent you from doing your research”, and how “to always think comprehensively about your terms”.

Tom Wilson - twitter.com/tom_wils
Tom's article: https://medium.com/@taw/the-most-important-clause-to-look-out-for-in-a-dreaded-down-round-cac2b70e8fc8
Carlos Espinal - twitter.com/cee
Seedcamp - www.seedcamp.com

Legal Hour with Tom & Carlos - Legal terms to be aware of when bringing in new investors

After the success of our first Legal Hour podcast in which Tom and Carlos discussed commercial legal terms and what founders should look out for, they’re back again; this time with a detailed look at how to structure your round and legal terms to be aware of.

The purpose of this episode is to arm all founders with valuable information to help you make the most knowledgeable decisions, as no founder or investor should be afraid of any legal structures - “they are all trodden paths that other founders have gone through, and they are all tools from which to use”.

The session will cover various legal structures both founders and investors should be generally already familiar with, but going more in depth as to what the considerations should be when going for equity share purchases over commercial contracts, or the importance of understanding the different national jurisdiction a company might choose to comply with, and why, discussing the advantages and disadvantages of each along the way.

Tune in to deepen your knowledge about legal structures for your next round, and to allow for better speed, simplicity and clarity, in your decision-making process. 


Links
Tom Wilson - twitter.com/tom_wils
Carlos Espinal - twitter.com/cee
Seedcamp - www.seedcamp.com

Legal Hour with Tom & Carlos - Legal structures to be aware of when setting up your next round

On this third episode of the Seedcamp Legal Hour, Tom and Carlos are joined by Anthony Rose, Co-founder and CEO of SeedLegals, the world's first legal automation platform for startup funding and a proud Seedcamp portfolio company. Besides being a serial entrepreneur, Anthony’s career has also seen him take on huge feats such as managing the launch of BBC iPlayer, for which Wired UK named him "the man who saved the BBC”.

With one in 12 of all early-stage investments in the UK going through the SeedLegals platform, the company now holds key insights on what is market standard when it comes to legal terms. One of the mistakes Anthony has noticed throughout the years includes founders requesting bespoke contracts. He comments, for an investor, it’s like going on a holiday and having a rental car. So you get out of the airport and you jump into the rental car and if Saab or somebody has moved all of the controls into a different place […] it’s a nightmare.”

Tune in to learn the six critical things to get sorted legally when you’re just starting a company and how data can empower founders to make better legal decisions.

Links:
Carlos Espinal - twitter.com/cee
Seedcamp - www.seedcamp.com
Tom Wilson - twitter.com/tom_wils
Anthony Rose - twitter.com/anthonyrose
SeedLegals - www.seedlegals.com

Legal Hour – The 6 make or break legal issues to consider when starting a company

Tom and Carlos are back with another episode of the Legal Hour podcast where they’ll walk you through the standard terms for term sheets, advisory agreements, and founder collaboration agreements and why founders shouldn’t blindly just use templates available without proper diligence. 

The term ‘standard documents’ came along not only from wanting to absorb the lessons learned, but also to introduce some level of simplicity in rather complex legal agreements. However, what is defined as ‘standard’ changes depending on various external variables that alongside others include how competitive the market is currently. So, if the standard terms aren’t static, but rather continuously shifting, what should founders look out for before placing their signature on any of them? 

Tune in to hear from Tom and Carlos as they’ll walk you through the most important elements that aren’t typical and should be adjusted to a specific company’s needs. 

The key resources mentioned:
Seedsummit - https://seedsummit.org/
YC SAFE - https://www.ycombinator.com/documents/
Resources by Tom - https://tom-wilson.com/
Blog posts by Carlos - https://thedrawingboard.me/



Links
Carlos Espinal - twitter.com/cee
Seedcamp - www.seedcamp.com
Tom Wilson - https://twitter.com/tom_wils
Blog by Tom - https://tom-wilson.com/
Blog by Carlos - https://thedrawingboard.me/
YC SAFE - https://www.ycombinator.com/documents/
Seedsummit - http://seedsummit.org/

Legal Hour with Tom & Carlos - what to be aware of when signing ‘standard terms’

Your team is the single biggest determining factor for your startup’s success. Building a great product, unlocking market potential, and attracting loyal customers require expertise and hustle from within. And, no, we do not just mean from within the founding team. Individuals across departments and seniority levels determine whether your company rises to stardom or flops miserably. 

To attract and retain the right talent, startups use employee ownership as an incentive scheme. Stock options have become tech’s currency. There is a common fear among founders that dilution resulting from a sizable stock option pool is too costly. Though, in reality, it is too costly not to incentivize your team properly. Competition for top talent is just too high to afford doing so. 

At Seedcamp, we firmly believe that employee ownership is an essential ingredient in advancing the European startup ecosystem. This is why, in the following two episodes of Legal Hour, we dive into the nitty-gritty of employee incentive schemes. Joined by Ian Shaw, a partner at Orrick who heads the London employee share schemes and incentives practice, Tom and Carlos discuss everything founders need to know about designing an effective option plan. 

In this first episode, the trio clarifies definitions and types of agreements needed to understand the space. Put the kettle on and listen in!


Links:
Ian Shaw - linkedin.com/in/ian-shaw-6ba480a9/ 
Carlos Espinal - twitter.com/cee
Tom Wilson - twitter.com/tom_wils 
Index Ventures Rewarding Talent Handbook - indexventures.com/rewardingtalent/handbook
Index Ventures OptionPlan - indexventures.com/rewardingtalent/handbook  
Seedcamp - www.seedcamp.com

Legal Hour with Tom & Carlos — Incentivising your team through Employee Share Schemes (Part 1)

Your team is the single biggest determining factor for your startup’s success. Building a great product, unlocking market potential, and attracting loyal customers require expertise and hustle from within. And, no, we do not just mean from within the founding team. Individuals across departments and seniority levels determine whether your company rises to stardom or flops miserably. 

To attract and retain the right talent, startups use employee ownership as an incentive scheme. Stock options have become tech’s currency. There is a common fear among founders that dilution resulting from a sizable stock option pool is too costly. Though, in reality, it is too costly not to incentivise your team properly. Competition for top talent is just too high to afford doing so. 

At Seedcamp, we firmly believe that employee ownership is an essential ingredient in advancing the European startup ecosystem. This is why, in the following two episodes of Legal Hour, we dive into the nitty-gritty of employee incentive schemes. Joined by Ian Shaw, a partner at Orrick who heads the London employee share schemes and incentives practice, Tom and Carlos discuss everything founders need to know about designing an effective option plan. 

In this second episode, they dig into specifics around tax structures and option plan structures.

Links:
Ian Shaw - linkedin.com/in/ian-shaw-6ba480a9/ 
Carlos Espinal - twitter.com/cee
Tom Wilson - twitter.com/tom_wils 
Index Ventures Rewarding Talent Handbook - indexventures.com/rewardingtalent/handbook
Index Ventures OptionPlan - indexventures.com/rewardingtalent/handbook  
Seedcamp - www.seedcamp.com

Legal Hour with Tom & Carlos — Incentivising your team through Employee Share Schemes (Part 2)

This Much I Know is the podcast from Seedcamp, Europe’s seed fund.

Tune into hear the inside story from startup founders, investors and leading tech voices: the people who’ve built businesses, scaled globally, failed fantastically and learnt massively.

Seedcamp invests early in world-class founders attacking large, global markets and solving real problems using technology. Seedcamp provides the infrastructure to fast-track a founder’s vision and create value through immediate access to smart capital, a lifelong community of support and a global network built upon a decade’s experience backing exceptional talent.

LegalTech & Legal Matters

The Seedcamp Podcast