
Start-Up Legal Forms Library - tsondermann
http://www.orrick.com/practices/corporate/emergingCompanies/startup/forms_index.asp
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sachinag
If you know an unemployed law grad who's passed the bar, there's a good living
to be made merely just customizing these forms for new companies. (I actually
begged Yokum to have WSGR do these forms [Wilson has done YC/term sheet docs,
but no incorporation docs] for this express purpose.)

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grellas
As a lawyer who has been doing this sort of work in Silicon Valley for quite a
while, let me add my thoughts:

1\. The Orrick docs are very helpful templates to assist founders in setting
up a corporate startup. Orrick is an excellent firm and the quality of the
templates is very good.

2\. Founders should do their utmost to cut early-stage costs and this includes
not overpaying for legal services. They should also do their best to educate
themselves about the legal points associated with their startups. I believe
strongly in this and have done what I call a Startup Law 101 series
(<http://www.grellas.com/faq_business_startup.html>) of articles whose very
purpose is to help educate founders on such issues.

3\. The key to any legal help you receive in setting up your startup lies in
the expertise the lawyer provides. There is no substitute for this and there
is no amount of study you will do as a founder that can possibly match it.

4\. I know this from years of experience because, even with founders who have
been through the full set-up process under good lawyer guidance, I have
routinely seen them try to use the same forms to do subsequent documentation
on their own only to have it come back in botched fashion. This often is not
critical and can easily be fixed but it is another way of saying that such
things do not consist merely of filling in blanks. There is a lot of
underlying knowledge and experience involved in doing it right, especially
where a founding team is involved with a variety of issues possibly arising
among the founders.

5\. For the same reason that founders have trouble managing such documents
without expert guidance, so too would an unemployed law grad who really
doesn't know this area. Basically, this is a specialty area and is often not
well-done by inexperienced attorneys. Again, from experience, I can easily
recall young attorneys I hired in my own office for the purpose of assisting
me with getting such documents prepared. Skilled ones can do it with proper
guidance but others cannot. They come back with work that might appear fine on
the service but, scratch it a little and it falls apart (of course, such work
would never be seen by the client - it would be redone altogether).

6\. That said, I sympathize with your point about overpaying for lawyers. The
larger firms practice a high-caliber form of law but it needs to fit with the
needs of your startup for it to make sense for you. If it does not, it is an
expensive mismatch. This is true for bootstrap companies in particular. It is
important for such startups to minimize legal fees and looking for lawyers who
will not cost as much (but who can still do the job well) is important.

7\. Lawyers will not just give out templates, however, because this does leave
them exposed in taking responsibility for a project. It is one thing for a
founder group to want to "do it themselves" while being prepared to absorb any
losses that might result from their not doing it right. It is quite another to
do it yourself and then say that a lawyer was responsible because you used his
template. Lawyers are paid to customize documents to fit the deal before them.
A template is a startup point only. If it is to be used properly, it must be
customized. This necessarily takes some effort that will cost money. And, take
it from someone who has seen it all over the years, it is worth paying for the
right expertise where needed, even as you try to minimize costs along the way.
The process is a cooperative teaming and a good lawyer will work with you to
so minimize your costs. But being frugal is not the same as being foolish.
Where you do need the expertise, you need to be prepared to pay for it.

The startup world is becoming more and more an open field with fewer barriers
to entry than ever before. The liberation of the legal side represents one
part of this and is a good development. Just be smart about how you as a
founder treat your new-found freedom!

~~~
warfangle
As per point 5:

this is often the problem that companies who employ software developers run
into: they hire a developer who seems to know what he's doing but ends up
producing code that, ultimately, is useless.

Are there parallels between the law interview process and the development
interview process?

There definitely seem to be parallels between operational but lousy code and
legalese that seems legit on the surface but is ultimately useless due to
mistakes made in (I'm guessing) semantics, grammar, structure, and expected-
by-law requiremens.

In fact, the more I think about it, the more I see that correlates law
thinking and software development thinking...

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grellas
The key to good business lawyering is knowing how to think through the issues
and to do customized work that attains a client's goals in an expert yet
practical manner.

Clients will come in with a sense of what they want to accomplish but may have
no idea how to do it. Or they have a pre-conceived approach to an issue that
may not be accurate. A good lawyer will listen to the goals, get a good
understanding of the key elements involved, and have a good (almost intuitive)
sense of what it takes to navigate the legal and practical challenges to get
to the goals efficiently. A poor lawyer will throw around legalese, and may
pull even good templates out of a drawer, but will have no eye for either
strategy or detail - the result will be a mess.

I would thus imagine that good logical thinking ability and a strong level of
attention to detail are the main common factors shared between good developers
and good lawyers (at least good business lawyers).

So, yes, I would agree with your conclusion about the correlation in thinking
between lawyers and developers. Of course, in both cases, experience helps a
lot as well but the key skills must there from the start in order to succeed.

~~~
timwiseman
_I would thus imagine that good logical thinking ability and a strong level of
attention to detail are the main common factors shared between good developers
and good lawyers (at least good business lawyers)._

Out of curiosity, do you think there are a lot of parallels between the two
fields or just those?

To put the same thing another way, do you think that someone who was a good
developer could become a good lawyer and vice versa?

~~~
grellas
I have seen many serial entrepreneurs (who originally were developers) become
very adept at the legal aspects of dealmaking. From this, I believe that
cross-overs would not be too hard, but this assumes that one is drawn to
things that lawyers do.

At the advanced level, the most important trait by far is good judgment that
assures strategic thinking. If a lawyer lacks this, your deal will be in
trouble. I assume your development project would also be in trouble as well
without this trait.

~~~
timwiseman
Thank you.

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yrashk
I wish somebody have published a Canadian version of such documents :)

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quellhorst
Anyone know of links for user agreements and privacy policies?

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WalterGR
Automattic has released their TOS and privacy policy under CC-SA.

<http://en.wordpress.com/tos/> <http://automattic.com/privacy/>

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SingAlong
Seems like the forms are IE6+ only as mentioned there. I'm on firefox 3.0 on
ubuntu 9.04 and can't view those.

~~~
sachinag
Downloaded the Word docs and opened just "fine" in Open Office using Firefox
3.52 on Mac OS X 10.6.

