
Bram Cohen: “Lawyers can’t tell you you can’t do something” - nivi
http://venturehacks.com/articles/bram-cohen-lawyers
======
grellas
Lawyers can be and often are invaluable advisors to startups.

On the other hand, bum lawyering can come in all shapes and sizes. Some
examples to watch out for:

1\. Insecure (and particularly green) lawyers who are so bound to doing things
by the book that no hint of common sense can be found in their advice or in
their actions. They will tell you all you ever wanted to know about what the
"tax law says" or what "judges do" but they have no idea how to give you
custom advice that is practical for your situation. They will tell you they
need to "look it up" only to bill you for many hours of research time that you
had no idea you would be expected to pay for.

2\. Arrogant lawyers who have become so imbued with a sense of their own self-
importance that they actually presume to become actual decision-makers for
their corporate clients (yes, this does happen, much to the chagrin of the
clients involved). This is the point noted in the title of this post. I would
say most principals will no longer put up with such nonsense but it still
happens where lawyers with dominant personalities deal with deferential-type
clients, sometimes from cultures where extreme deference can be common (e.g.,
Japanese clients).

3\. Tin-ear lawyers who have no sense for a deal. This differs from #1 above
in that the lawyers are secure in their abilities, as opposed to green young
lawyers, yet they are so rigid on how something must be done that they
effectively impede (or, in extreme cases, destroy) the deal they are supposed
to be facilitating. This is the type of lawyering that tries to impose a
50-page contract upon a deal when a short and simple contract would do. Why?
Because it "covers all the risks." Of course, most of these risks have no
practical significance for the size or scope of the deal, and the contract
itself, being unduly complex, causes the parties to run up large costs and to
incur significant delays, all to the detriment of the parties involved.

4\. Disputatious lawyers who have an insatiable need to "win" at every turn
even when this is off-putting and alienating to all concerned. Some principals
think this is a good thing, to have a lawyer who concedes nothing in doing a
deal. In reality, this tends to be a disaster, either killing the deal or
causing the other side to close with such a bitter sense about it that future
harmony between the parties is not possible.

I love my profession, and love what I do in practicing law, but the abuses and
shortcomings in this field are enough to make one scream.

~~~
electromagnetic
> I love my profession . . . but the abuses and shortcomings in this field are
> enough to make one scream.

There, edited and I believe it likely applies to everyone who's held a job
here on HN. I felt similarly working as a reviewer, similarly when I worked as
an electrician. I've heard of an entire house's lighting been wired with
_speaker wire_. I'm amazed the place didn't burn down, it's a testament to the
quality of speaker wire and the ineptitude of some people. I didn't work the
job personally, so I don't know if the wire had been "professionally"
installed or not. However, I have many horror stories from jobs that I know
have been wired by an alleged professional.

Abuses and shortcomings are rampant in any field. As long as you do the best
job you can, as long as you're doing the best for your client, you're making
your profession better.

------
skmurphy
This is true for any advisor, your expectation should be that they will make
you aware of the likely consequences--some of which you may not have foreseen
--for a course of action that you are contemplating. But they cannot make the
decision for you.

There was a great quote in a 2006 Fortune profile of Larry Sonsini (the
Sonsini in Wilson Sonsini) when they asked TJ Rogers why he valued Sonsini's
advice:

"I don’t take orders well," says T.J. Rodgers, the founder, chairman and CEO
of Cypress Semiconductor. "But taking advice from Larry Sonsini is easy. He’s
professorial. He’s nonjudgmental. ’You can choose to do this, you can choose
to do that, and these will be the consequences.’ So you realize you’re not
being forced or pushed into anything. He explains to us why the sometimes
frustrating, arcane and inefficient system we have makes sense, or at least
made sense at one time, and therefore should be followed."

The full profile is here:
[http://money.cnn.com/magazines/fortune/fortune_archive/2006/...](http://money.cnn.com/magazines/fortune/fortune_archive/2006/11/27/8394382/index.htm)

I blogged about it here [http://www.skmurphy.com/blog/2006/11/30/larry-
sonsini-profil...](http://www.skmurphy.com/blog/2006/11/30/larry-sonsini-
profiled-in-fortune-nov-27-06/)

Three related take-aways for entrepreneurs:

1\. The best attorneys present options and make you aware of the likely and
potential consequences of different courses of action, but understand that the
business decision still rests with the client.

2\. If you allow an attorney to invest (and then re-capture his dollars in
(possibly deferred) fees) you may find it difficult to fire or replace the
attorney. Make sure it’s someone you want a long term relationship with: there
is no such things as "free legal advice."

3\. Work with advisors who are willing to be transparent about their fees. If
you were a prospective WSGR client, the answers that they gave here should be
unacceptable. Understand why the code of ethics for accountants prohibit
similar fee arrangements.

~~~
vdm
This comment is copied from the OP comments.

~~~
mbrubeck
Not "copied" exactly - skmurphy posted the same comment in both places. (I do
this sometimes too, especially if the comment is in a moderation queue at the
original site.)

------
petesalty
I'm not a lawyer but I've seen, and paid for, my share of it, and one thing I
know is that if you don't want your lawyers charging you don't fire off emails
like; "Hey, if you know X off the top of your head, can you left me know about
it?". You either need a legal answer, or you don't, otherwise you're wasting
the lawyers time and your money. The law is complicated and convoluted and
even things that seem simple can actually require lots of research.

If you're a young start-up, don't hire on WSGR, Orrick or their ilk - I know
they're a status symbol, but they'll cost dearly (remember: deferred fees are
still fees that need to be paid eventually). Most start-ups need some
corporate, a little employment and maybe some patent/ip work. There are lots
of small firms that specialize in that, especially in the tech hubs. If you
need more specialized work, hire in a firm that specializes in that. Smaller
firms usually offer better service, at lower prices - you'll pay a lot less
and work with experienced partners rather than 1st year associates.

Finally, your lawyer is not an employee, firing them off an "urgent" email at
4pm on Friday means that you probably won't get a response until Monday, and
probably won't get an answer until Tuesday. Just because you work on the
weekends doesn't mean that they do. Don't leave important legal questions
until the last minute and you'll have a much better experience.

------
pronoiac
Hm. I can't find the quote by Phil Zimmerman, of PGP fame. He said something
along the lines of "If your lawyer says 'you can't do that,' they're useless.
Look for one who can say, 'you can do _that,_ if you do _this first.'"_

------
walkercorplaw
I think Bram’s comments and the comments below are solid. This is why I wrote
the post "Top ten reasons entrepreneurs hate lawyers"
(<http://bit.ly/53SB5a>): to promote this kind of discussion and to educate
entrepreneurs. Let’s face it, the legal profession is broken. On the one hand,
entrepreneurs and their companies are getting killed on fees; and, on the
other hand, lawyers are being laid-off in waves and lots of law school grads
can’t find jobs. On top of that, most lawyers don’t like that they are doing
and service generally sucks. It’s time for a new kind of law firm.

~~~
dirkstoop
I work with three different law firms in the Netherlands and one in Michigan
(each with their own specialisms) and my experiences are completely the
opposite of the 10 points you describe in your post. Our company is a
bootstrapped software startup, so a lot of what's being said here applies to
us as well.

I get clear answers, all of our lawyers are up-front about their billable
hours, and most importantly, understand that we ultimately decide, they're
hired to provide expertise and to help us understand what kind of risks we're
taking and what our options are.

Maybe I'm just lucky, but I think the real problem is that many startup
founders consider dealing with lawyers and legal stuff in general a chore and
a hassle. Something to get out of the way as quickly as possible.

If however, you find the right person for the job – ask around for references
– and take an interest in the work you do with them, it doesn't have to be
that way. A new kind of law firm, as you call it, or simply a good law firm,
as I call it, already exists. In my experience there are actually quite a few
out there, you just have to take an effort to find and evaluate them.

------
gojomo
I hope Bram shares his gripes about sysadmins and HR directors "of dubious
ethics"!

~~~
andreyf
I imagine sysadmins can read anyone's e-mail, and HR can hire without much
accountability.

------
ojbyrne
The bit about "when all that was really wanted was the answer _if_ the lawyer
knew it off the top of their head" reminds me of people who want an ebay clone
for a couple of hundred dollars.

~~~
iigs
I think he means he would like a boolean response to "Do you know what this
is?" not, "please give me whatever information you have in your cache".

Although I can see it the latter way, as well, and it's reasonable to ask for
an ebay clone if you can poop one out for $200. There's a lot of stuff I'd buy
for $200 if it could be had. But just because I'd buy it at $200 doesn't imply
that I'm willing to pay several times that to have one hand crafted, which
appears to have been the outcome with the billable time.

------
samaparicio
I especially like the notion of only hiring partners. It's a perfect example
of measuring OUTPUTS like "total job cost" and "time to get it done" vs
measuring INPUTS like "hourly rate"

------
bediger
Cohen's comment about lawyers not grasping The Business side, and generally
being overcautious rings true even for those of us who work for Giant Immoral
MegaCorps.

A lot of what Giant Immoral MegaCorps _don't_ do is because of over cautious
lawyerly advice, as near as I can tell. Or at least its due to what mid-level
managers and directors think the lawyers will tell them.

