

Orrick's Legal docs for startups - tomazstolfa
https://www.docracy.com/doc/showalluserdocs?userId=10881

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kator
One thing to note here is that there are fairly significant differences in law
between states. Especially employment and corporations laws (e.g. why lots of
companies are Delaware corps)

While these might provide a good basis to start conversations I would still
have a lawyer that is licensed to practice in the state in question and also
specializes in the area of expertise in question review them before anyone
executes them. I have spent a lot of money on lawyers in my life but I can
tell you I actually have realized more gain back when things went wrong and my
contracts were there to protect me.

Nobody reads the contracts until something goes wrong! Do you really want to
fight about millions of dollars with someone on your team when you get bought
because you didn't spend $2,500 getting a contract reviewed?

~~~
kator
Why would you down vote this it is a real and valid observation. I'm not
selling legal services or anything I'm just suggesting people use a lawyer
when it makes sense.

Nobody on hacker news would expect a lawyer to build a NoSQL solution. Why do
we think lawyers have no right to be acknowledged for their expertise!?

~~~
carterschonwald
Anyone downvoting you isnt worth engaging in a dialogue with. Law is a complex
discrete dynamical system with ambiguous transition rules that are
nondeterministic functions of relevant case law and applicable local state and
federal regulations.

That sounds like it requires an expert to me. :-)

~~~
husein10
Sounds like you're describing a byzantine system that, among other things, (i)
obligates citizens of a democracy to obey its rules without providing free
access to the rules themselves and (ii) allows special interests to capture
disproportionately large benefits under the veil of complexity.

Surely this isn't the best we can do.

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scottkduncan
To me this is an example of great marketing by Orrick. Making these basic
resources available to startups raises awareness of their firm among new
companies, some of which will grow and inevitably develop more complicated
legal needs that require a firm of Orrick's size.

~~~
vhf
Yep, great marketing by Orrick, but also great free ressource for
entrepreneurs. The latter is probably why it's been upvoted here. ;)

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smalter
The documents have actually been up on Orrick's site for awhile:
[http://www.orrick.com/practices/corporate/emergingCompanies/...](http://www.orrick.com/practices/corporate/emergingCompanies/startup/index.asp)

I used these docs in 2010 to form my company.

What's new here is Docracy, a "Github for Law", where you can version and
branch legal docs. It's a cool concept, and I hope they succeed.

Some thoughts: \- A huge value-added would be turning the document variables
into a questionnaire. Just answer the questions (CEO name, address, etc.) and
it will populate the doc. That'd be awesome.

\- Even though I used Orrick to create these docs, I did not hire them when it
was time for a lawyer. Can open sourced legal docs really be used for law firm
lead generation, and if so, how? I suspect "brand awareness" is not
sufficient. For instance, if I branch an Orrick doc, I'd say that they should
have the right to add me to their mailing lists. What I'm getting at is that I
think it'll be important to take the idea of making-law-firm-lead-generation-
happen-through-open-sourced-docs really seriously and build in real hooks to
make it happen. Otherwise, quality content will be hard to come by.

\- I wonder if e-sign is out of scope for where they are now. I suspect that
they're doing it because it will help get distribution for the docs, but it's
the most sloppy part of their site right now. They know better than I do, but
if I were them, I would focus 100% on getting the content and making the
content shine.

~~~
lsc
>Even though I used Orrick to create these docs, I did not hire them when it
was time for a lawyer.

I don't think this was their intent. What kind of crazy law firm would want a
client that used free legal documents off the web? They want the super rich
people who would say "Oh, that's really nice what they are doing" and will
file the Orrick name in the back of their head. People like you and me are the
targets of the low-end of the legal field. $100/hr guys that work without a
retainer.

The only case where they'd want a free customer to convert to a paid customer
is if the free customer became really, really wealthy.

~~~
tptacek
I don't know about this. I'm sure there's a kernel of truth to it, but I think
the most lucrative source of billings for corp law have more to do with
circumstances than with client selection. Being a deal lawyer for an M&A event
just generates more hours than a boring company formation.

And the people involved in those M&A events are very often the same people
that would have had trouble paying a $550/hr-billed project just a few years
ago.

~~~
dctoedt
There's another advantage for Orrick: Suppose a growing company were to come
to Orrick for help with an M&A event, a VC financing, etc. Now suppose the
company's initial corporate paperwork were a stew prepared by non-lawyers (or
non-expert lawyers). That would make Orrick's job more difficult. So it's to
Orrick's advantage to have the initial corporate paperwork be competent: even
though Orrick doesn't necessarily get to bill for doing that initial
paperwork, its later work is made easier.

It can also be advantageous in negotiations for Orrick's documents to have
become _de facto_ standards.

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grabeh
Legal template sites tend to assume that the only value that lawyers add is to
provide the documents. Whilst making the docs available is great, lawyers can
still add value in terms of negotiation.

For me, lawyers extract the salient points avoiding the need to get bogged
down in the text itself. I think anyone could if they had the time read
through lengthy docs and make a decision as to whether to sign. However the
reality is that using a professional who has experience will allow you to
focus on the stuff you're good at.

Also my problem with these sites is that no liability is accepted for the use
of the documents. I realise this isn't viable on a free docs site, however
people may use the documents without actually realising this.

One of the main benefits of retaining a lawyer is that there is a route to
redress if they make a mistake.

~~~
SkyMarshal
_> For me, lawyers extract the salient points avoiding the need to get bogged
down in the text itself._

For me, the primary value of lawyers is that they eliminate or constrain the
downside. It's too easy for someone untrained in law to introduce a mistake,
technicality or otherwise, that could cause big problems down the road. Having
a lawyer review everything you sign and agree to is a crucial part of downside
risk management.

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salimmadjd
For many who may not know orrick has been hosting some great events for
entrepreneurs in the valley. These are all free. some of the more useful ones,
help you walk through and understand the key components of a terms sheet, etc.

~~~
andre3k1
Are you referring to Orrick's Total Access event series?

[http://reaction.orrick.com/reaction/sites/totalaccess/defaul...](http://reaction.orrick.com/reaction/sites/totalaccess/default.asp)

I have been to a few. All of which offered free access to top-tier attorneys.
I highly recommend attending an event if you are located in SV.

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dirkdk
I am a very happy customer of Orrick. They helped me tremendously with my
incorporation (c-corp Delaware) and I attend their seminars frequently. These
documents are great, but I recommend you go directly to Orrick:
[http://www.orrick.com/practices/corporate/emergingCompanies/...](http://www.orrick.com/practices/corporate/emergingCompanies/startup/index.asp).
They also have some wizards that help you prefill documents, like the term
sheet generator (<https://tsc.orrick.com/>)

Also, the Founder Institute advisory template (<http://fi.co/contents/fast>)
was created with the help of my lawyer at Orrick.

BTW no I do not get paid to post this!

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andreasklinger
Great move by orrick.

Value ressource for entrepreneurs. They level themselves above the cliché of a
lawyer that gets his money just for documents (not saying this cliché really
exists). Could turn out to become a brilliant marketing stunt - apart of just
the pure PR they should receive now.

But the big thing could maybe come based on this move a bit later… If this
becomes successful and they are wise enough to iterate on it they could
establish their documents as defacto (outline) standards for legal documents
for (tech, delaware) startups.

We have seen similar starting steps with Seedsummit[1] and Seriesseed[2] would
be great if someone steps up to move this forward.

[1]: <http://seedsummit.org/legal-docs/> [2]: <http://www.seriesseed.com/>

~~~
rprasad
Lawyers do not charge for the documents. They charge for _customizing_
documents to a client's individual set of facts. All lawyers create their own
set of tested templates that they reuse and customize for later clients.
Orrick is simply offering their templates for free.

The components of what should go in business incorporation documents are
already effectively standardized by legal education, legal treatises, or case
law. Furthermore, Orrick is merely but one of many "BigLaw" firms that cater
to startups and those other firms are not likely to adopt Orrick's language as
their standard. Consequently, it is unlikely that Orrick will establish any
sort of de facto standards for tech startups.

~~~
andreasklinger
Ad 1) Yes agree. That's why i meant that it is a public cliché Ad 2) You are
correct. I was not thinking that this standards could push sideways or upwards
but might downwards to smaller local lawyers. But you are most probably right.
Thanks for the feedback.

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leak
I feel like I made a mistake incorporating in CA instead of Delaware. Should I
consider setting up a "parent" company or something in Delaware?

~~~
lsc
The way it was explained to me was that the corporate governance rules are
different in Delaware, but the operational rules about how you actually do
business and pay taxes and hire people and stuff would be the same. If you
operate in CA but are incorporated in delaware, you have some added
complexity, too, as you need to file both places.

The way it was explained to me was that I would only gain benefit from
incorporating in Delaware if there were other owners; because I was the only
owner and I have no plans to get investors, there's no advantage to having
legal bullshit in two places.

~~~
leak
Thanks for the helpful info. I did do a lot of research about it but still
wasn't 100% sure. I am a solo "owner" so I think I'm good.

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Bjoern
Does anyone have a good privacy policy document style recommendation?

I'd like to give visitors and customers the best possible experience when
viewing such boring but important documents. Saving their time and allowing
easily to grasp the document. Particularly, also content wise, what should be
really in there?

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kunalmodi
wow this is awesome, should hopefully reduce the rather steep initial legal
costs for early stage startups

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gyardley
Awesome. Previously I'd been pointing people at Gunderson Dettmer's set of
documents (<http://www.docracy.com/userprofile/show?userId=80>) but it looks
like Orrick's is more comprehensive.

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mmaunder
This is awesome, thanks Orrick team. Even if you don't use these verbatim,
take a look at your current docs and then scan the Orrick version to see if
any improvements occur to you. I'd like to see more law firms do this.

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snambi
This is very useful. It is hard to the legal docs in the early stage. Thanks
for providing the docs.

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philip1209
Legal mad libs.

