Startup Lawyering 2.0

My new article with John Coyle (UNC Law) describes the day-to-day work of lawyers who advise startup companies. Drawing upon interviews with practicing attorneys in New York City and the Research Triangle of North Carolina, the article provides an overview of what distinguishes the practice of startup lawyers from the practice of other types of corporate lawyers.

In a famous sociological study published in 1996, Mark Suchman and Mia Cahill sought to describe the distinctive character of the work performed by startup lawyers in Silicon Valley. They argued that Silicon Valley lawyers facilitated venture capital transactions in a number of ways that distinguished them from more traditional corporate lawyers. This dot-com-era study provided an account of what we call Startup Lawyering 1.0.

In our new paper, we provide an updated account—which we call Startup Lawyering 2.0—of the work performed by corporate lawyers who advise early-stage companies. We show how startup lawyers serve as transaction cost engineers by preparing prepackaged documents, by utilizing standard forms, and by providing non-legal advice to their clients. We suggest that startup lawyers serve as reputational intermediaries by screening their clients and by vouching for them with investors. We contend that startup lawyers also serve as regulatory compliance experts, transmitters of norms, and designers of innovative compensation packages. Finally, we argue that West Coast norms of startup lawyering—which frames the relationship between the founders and venture capitalists as a partnership—have spread to other parts of the United States over the past two decades.

The latest draft of the article, which will be published by the North Carolina Law Review in connection with its recent symposium on "The Role of Law in Promoting Entrepreneurship," is available for free download on SSRN.