Flavia Naves ^{Tue, Sep 10, 2024, 3:01 AM}

@dean Sanctions apply to everyone, so liability attaches to all parties in a transaction (retail, enterprise, financial institution, etc).

Dean Elazab ^{Tue, Sep 10, 2024, 3:03 AM}

Got it, yeah was curious how he can most clearly push the "they represented they were compliant" similar to how we do so with accredited investor reps.

Flavia Naves ^{Tue, Sep 10, 2024, 3:04 AM}

The client is concerned the bank is not going to be OFAC compliant?

Dean Elazab ^{Tue, Sep 10, 2024, 3:30 AM}

I think so, honestly the whole thing is a little sketchy. Also, this bank is asking him to provide the debt instrument which also feels strange.

Flavia Naves ^{Tue, Sep 10, 2024, 3:59 AM}

Ok, looks like this is beyond liability shift and more whether this is the right banking partner. If they are a "true" bank, they have a license with the Financial Conduct Authority and have to comply with the https://www.gov.uk/government/publications/the-uk-sanctions-list and other laws.

Andrew Grant ^{Tue, Sep 10, 2024, 8:16 PM}

Importantly complying with UK Sanctions List is NOT the same as complying with OFAC

Andrew Grant ^{Tue, Sep 10, 2024, 8:17 PM}

I’m not an expert in this area but helped an entity when in big law that got advice that they were not a US Person for OFAC—they were—and they complied with UK Sanctions and not OFAC

Dean Elazab ^{Tue, Sep 10, 2024, 8:17 PM}

Yeah, the more I thought of it the more I just don’t want to touch it. It sounds incredibly sketchy. Thank you for always being a sounding board for “why I don’t take random one off requests”

Andrew Grant ^{Tue, Sep 10, 2024, 8:18 PM}

yeah - OFAC is strict liability …

Dean Elazab ^{Tue, Sep 10, 2024, 8:21 PM}

Cherry on top was that he then told it was for 1.5m. No bank is giving that money and saying "bring your own loan docs". I thought this was some smaller check

Andrew Grant ^{Tue, Sep 10, 2024, 8:22 PM}

Woah …

Andrew Grant ^{Tue, Sep 10, 2024, 8:22 PM}

Yeah - that’s sketchy

Andrew Grant ^{Tue, Sep 10, 2024, 8:23 PM}

I’ve never worked with any bank that said bring your own loan docs (absent fintechs being the customer-facing entity, but not for a loan to that entity …)

Dean Elazab ^{Tue, Sep 10, 2024, 9:05 PM}

Right? Insane

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Brett Good ^{Mon, Sep 9, 2024, 8:36 PM}

Yep, happy to chat!  There are a number of considerations, particularly since these are ISOs.  Pretty much all law firms recommend strongly against early exercise ISOs, so you'd likely want to disqualify the ISOs and convert them into NSOs before they are early exercised.  The company would also want to make sure it tracks 83(b)s and confirm that it has appropriate documentation (amendment agreement, EE NSO form, etc.).

Dean Elazab ^{Tue, Sep 10, 2024, 2:19 AM}

Brett is there a 2 minute answer for why they are discouraged? I haven't had them come up either in the years of doing equity grants.

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Andrew Grant ^{Sat, Sep 7, 2024, 4:18 AM}

Any particular industry?

Andrew Grant ^{Sat, Sep 7, 2024, 4:19 AM}

(or branch?)

Laurel Palluzi ^{Sat, Sep 7, 2024, 4:19 AM}

SaaS

Laurel Palluzi ^{Sat, Sep 7, 2024, 4:19 AM}

General selling to the government

Andrew Grant ^{Sat, Sep 7, 2024, 4:20 AM}

Ah, okay, that I don't have

Nick Robbins ^{Sat, Sep 7, 2024, 4:22 AM}

Big firm or small firm? Former colleague partner at big firm

Laurel Palluzi ^{Sat, Sep 7, 2024, 4:25 AM}

I think either at this juncture but small preferred

Julia A. Clayton ^{Sat, Sep 7, 2024, 4:57 AM}

I have some contacts at a firm.

Laurel Palluzi ^{Sat, Sep 7, 2024, 5:53 AM}

Anything would be helpful! The "partner" is one of those who sells exclusively to the government and they have said they will accept our paper and flow down "what they can" and accept the risk of discrepancies. 🚩🚩🚩

Nick Robbins ^{Sat, Sep 7, 2024, 5:58 AM}

I just DM’ed you

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Tabetha Hinman ^{Fri, Sep 6, 2024, 5:35 AM}

Oof, you’re brave… 😂

Nicole Strothman ^{Fri, Sep 6, 2024, 5:36 AM}

HA - just exploring a few avenues to determine some routes!

Tabetha Hinman ^{Fri, Sep 6, 2024, 5:37 AM}

It’s like getting a new puppy… 😂

Nicole Strothman ^{Fri, Sep 6, 2024, 5:38 AM}

Oh my and I just got one of those 🤦‍♀️

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Tabetha Hinman ^{Fri, Sep 6, 2024, 5:39 AM}

This puppy will be so well-behaved when it grows up, though, because you were there to train them!  😉

Brian Scherer ^{Fri, Sep 6, 2024, 5:48 AM}

@rich may be considering something similar, so maybe he’s thought about this

Laurel Palluzi ^{Fri, Sep 6, 2024, 8:15 AM}

Location? I feel like the comp is going to really vary if you're comparing NY/CA to a small town in Idaho.

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Nicole Strothman ^{Fri, Sep 6, 2024, 7:50 PM}

Houston TX

Rich Sapien ^{Fri, Sep 6, 2024, 8:26 PM}

Texas salaries for small and mid-size firms are not as high as in CA & NY, but Houston is a big market so that will raise the averages a bit. You may have found this already, but Indeed and ZipRecruiter have some salary data points you can peruse (https://www.ziprecruiter.com/Salaries/Private-Practice-Lawyer-Salary-in-Houston,TX; https://www.indeed.com/career/attorney/salaries/Houston--TX?from=top_sb). If you recruit former Biglaw talent, they'll expect closer to or above the high end of any range you see. If you recruit fresh grads or non-Biglaw, it'll be easier to offer closer to $100K, but that's a different recruiting and training challenge IMO.

Have you chatted with any regional legal recruiters? Even if you ultimately don't engage one, they should be able to give you more precise and current comps in their consult calls.

Giving origination can be a good tool for small firms since, in theory, it helps with BD and is a potentially nice kicker for the associate (and one they can't get from a big firm). But it needs to fit your practice and be offered only to the right candidate. I think these risks outweigh the benefits for a lot of firms:

A second year is often just not ready to be a good public face of your practice that early in their career

The associate spending too much time trying to do BD when you prefer they focus more on billable work and skills development.

Your time spent and pressure to consider and bring on clients that may not be the best fit—but that you try to accommodate since you've made an implicit agreement that you'd allow work to be brought in as part of their comp expectations.

^ all of the above should be qualified by the fact that I'm still figuring all this out myself; thoughts are crowd-sourced and/or formed from a limited # of experiments 🙂

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Laurel Palluzi ^{Fri, Sep 6, 2024, 8:34 PM}

I agree with your thoughts @rich -- I definitely think there are ways around it (strict policies about portion of time spent on business development, billable hour requirements that are looked at from a monthly AND annual basis, and education about what makes a good client) -- but all of those ways require more of your time. So, even if the risk can be dealt with, it's a question of whether you are OK with more non-billable work.

Brian Scherer ^{Fri, Sep 6, 2024, 8:53 PM}

Thanks for your thoughts @rich @lapalluzi08 ✊

Christian Brown ^{Fri, Sep 6, 2024, 10:57 PM}

If you find that you are on the fence with the cost/benefit analysis of bringing another attorney on, an alternative to consider is to look for some legaltech tools that can help you free up more of your time depending on what you planned to have the 2 yr. associate do.

Tabetha Hinman ^{Fri, Sep 6, 2024, 10:58 PM}

@cbrownesq do you mean like those AI contract review tools?  Are you using those successfully?

Christian Brown ^{Fri, Sep 6, 2024, 11:14 PM}

@tabetha depending on the use-case or skill needed, yes. I am not using any AI contract tools in my practice currently because I don't have a need but I do use several AI tools for my practice since I am a one man show right now.

Part of my practice is advising law firms and tech startups on what legaltech and AI tools are practically useful today and can be integrated into their workflows, processes, etc. so I've spent some time testing out things like Robin AI, Clearbrief, etc.

Tabetha Hinman ^{Fri, Sep 6, 2024, 11:16 PM}

Oh that’s super interesting — would love to get a lay of the land at some point!  I’ve been curious to see how others are actually using them, or if lawyers are all just so type-A that giving an AI control over any part of the process seems terrifying.  😳😂

Laurel Palluzi ^{Fri, Sep 6, 2024, 11:18 PM}

If the AI can do it, I'm letting it do it.

Laurel Palluzi ^{Fri, Sep 6, 2024, 11:18 PM}

My end game is to never use my brain again.

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Brian Scherer ^{Fri, Sep 6, 2024, 11:19 PM}

A lot of folks here are using a plethora of AI tools (Spellbook for contract drafting, GC AI, Paxton, Midpage, Reaponsiv for research). We could probably do a session about this topic as well where we can all show off our favorite use cases. @cbrownesq maybe this is something you’d be interested in leading?

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Christian Brown ^{Sat, Sep 7, 2024, 12:26 AM}

Yeah after Demo Day I could see a session like this being fun!

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Laurel Palluzi ^{Fri, Sep 6, 2024, 8:18 AM}

And some more background - this is for me. I am debating pulling the Legal Ops consulting portion of my law firm into a separate entity for a variety of reasons. But I have a gazillion questions that all the AI in the world can't give me the brass tax on that I'd love to be able to bounce off someone who advises smaller businesses.

Matt Margolis ^{Fri, Sep 6, 2024, 8:24 AM}

I can likely help

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Matt Margolis ^{Fri, Sep 6, 2024, 8:24 AM}

Would just need to know a bit more about what the biz is and their goals

Tabetha Hinman ^{Fri, Sep 6, 2024, 8:24 AM}

Me too!  Happy to chat anytime!

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Laurel Palluzi ^{Fri, Sep 6, 2024, 8:35 AM}

Thanks all! I'll be in touch.

Tabetha Hinman ^{Fri, Sep 6, 2024, 8:40 AM}

Ooh, business model talk!!  Very exciting!!

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J. D. Bridges ^{Fri, Sep 6, 2024, 9:39 PM}

Push back hard to start - this is killer for a startup especially looking for an exit in the near or mid-term future. Depending on who they're selling to they (or you) can sometimes explain why it's so important to your client.

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Lewis Sorokin ^{Fri, Sep 6, 2024, 9:40 PM}

I am usually on the side of the customer requesting termination for change of control. I have seen vendors respond to this by conditioning the termination right on whether the assignee is a competitor to the customer. That works sometimes, but there may be other strategic reasons the customer might not want to be in business with particular assignee, so it becomes a case by case issue.

J. D. Bridges ^{Fri, Sep 6, 2024, 9:40 PM}

But if that fails, you can start falling back on limiting the consent provision to competitors of the other party (as someone else above just said!)

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Lewis Sorokin ^{Fri, Sep 6, 2024, 9:42 PM}

Agreed, JD - ultimately this becomes a business decision for the client. Does a particular customer's business outweigh the risk of them potentially terminating if there is an acquisition?

Andrew Grant ^{Fri, Sep 6, 2024, 9:42 PM}

Yeah - work mostly in financial services, so this definitely arises. We've been successful limiting it to if assignment/sale will lead to bank being in breach of applicable law, or otherwise cause the bank to be conducting unsafe or unsound banking practices.

Unclear what area you're in, but tying to industry standards/violation of law may be one approach

Eugenia Bergantz ^{Fri, Sep 6, 2024, 9:42 PM}

They are in audit space, so a big conflict of interest and independence issue.

Eugenia Bergantz ^{Fri, Sep 6, 2024, 9:43 PM}

Those are so open ended and case by case that it’s difficult to narrow it down to a scenario.

Andrew Grant ^{Fri, Sep 6, 2024, 9:43 PM}

Yeah - that's why we've been successful tying it to standards

Andrew Grant ^{Fri, Sep 6, 2024, 9:43 PM}

Including bank standards (e.g., not to an entity on the prohibited business list)

Eugenia Bergantz ^{Fri, Sep 6, 2024, 9:44 PM}

@andrew894 did you add an advance notice and consent into it or do you typically notify upon the completion of the transaction?

Andrew Grant ^{Fri, Sep 6, 2024, 9:45 PM}

It's been both.

Andrew Grant ^{Fri, Sep 6, 2024, 9:45 PM}

Which I see the case for, for both parties. The selling party doesn't want to have the deal go through, notify the bank, and the bank terminate

Andrew Grant ^{Fri, Sep 6, 2024, 9:46 PM}

as that may complicate the sale...

Eugenia Bergantz ^{Fri, Sep 6, 2024, 9:46 PM}

Exactly.

J. D. Bridges ^{Fri, Sep 6, 2024, 9:46 PM}

The ability to terminate post-close will still hit your valuation and raise a flag during diligence for sure

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Andrew Grant ^{Fri, Sep 6, 2024, 9:46 PM}

Even when it was contractually after, the understanding was the entity would approach the bank before

Andrew Grant ^{Fri, Sep 6, 2024, 9:46 PM}

for that reason, to ensure that the sale goes through smoothly

Eugenia Bergantz ^{Fri, Sep 6, 2024, 9:48 PM}

Thank you all! My client is ONLY selling to audit firms and business consultants, so this will be an interesting transaction (whenever that happens)

Lewis Sorokin ^{Fri, Sep 6, 2024, 9:55 PM}

Good luck! If the audit firms and consultants are significantly larger than your client, your best bet may be to drill down to exact types of potential assignees, whether that means competitors or other buyers who fit whatever other company profile that would make the customer want to exercise its termination right. Can't hurt to get creative with the language if it will help your client 🙂

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Dean Elazab ^{Mon, Sep 9, 2024, 8:46 PM}

I agree, if the contract says that the notice can happen post-close, any buyer doing their diligence will make it a closing condition that all notices/consents are received before the transaction. In the tech/cpg world, I always put carve-outs for M&A because I have seen deals slow to a halt or die because the client gave consent rights to every customer.

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Laurel Palluzi ^{Fri, Sep 6, 2024, 11:17 PM}

Legal Ops? Law Department Design? Though I get if you're only including "practice of law"

Arohi Kashyap ^{Fri, Sep 6, 2024, 11:27 PM}

International Business Transactions?

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Brian Scherer ^{Fri, Sep 6, 2024, 11:27 PM}

Hmm interesting point. Haven’t considered but I will probably add Legal Operations

Julia A. Clayton ^{Fri, Sep 6, 2024, 11:39 PM}

White Collar? Government Investigations?

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Jeremy Siegel ^{Sat, Sep 7, 2024, 12:30 AM}

Alcohol and cannabis

Brian Scherer ^{Sat, Sep 7, 2024, 12:51 AM}

Are those practice areas or passions @jeremy.siegel ?

Jeremy Siegel ^{Sat, Sep 7, 2024, 12:51 AM}

Yes

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Brian Scherer ^{Sat, Sep 7, 2024, 12:51 AM}

😂

Jeremy Siegel ^{Sat, Sep 7, 2024, 12:52 AM}

Look if it’s an ABA subcommittee it’s a practice area

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Dessi Fessenko ^{Sun, Sep 8, 2024, 8:37 PM}

Platform regulations ( e.g. online safety laws, the Digital Markets and the Digital Services Acts in the EU)?

Dessi Fessenko ^{Sun, Sep 8, 2024, 8:37 PM}

Also, European Union law (which is an extremely broad category but at least a starting point)?

Marc Hoag ^{Mon, Sep 9, 2024, 10:36 PM}

something about EU > US expansion?

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Tabetha Hinman ^{Sat, Sep 7, 2024, 12:29 AM}

Yes, to the wages at the final day.  I have never sent out that form for the code section 1089 — my assumption is that a separation agreement or termination certification would accomplish the same purpose.  Usually those are pre-agreed as part of the employee’s PIIA.

Happy to chat more if helpful!

Nick Robbins ^{Sat, Sep 7, 2024, 1:42 AM}

@tabetha generally I’ve seen the 1089 form in addition to the termination certificate (attached to a PIIA). I believe in case that need to produce that for the unemployment agency.

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Brian Scherer ^{Thu, Sep 5, 2024, 10:13 PM}

I can share. I’m sure others have some too. Let me find a few I have

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Brian Scherer ^{Thu, Sep 5, 2024, 10:31 PM}

@here This hits on a recurring theme as well, so posting to the larger group. I’d love to add to some of the nuts and bolts agreements for running a practice, so if anyone would be willing to share templates of the following, that would be incredible

Engagement letters

Of counsel agreements

Firm partnership agreements

what am I missing?

Marc Hoag ^{Thu, Sep 5, 2024, 11:19 PM}

Yup, if interested, I’ll try to make a templated version of my company-focused (i.e., representing the startup, not the founder(s)) letter which is, itself, derived, from a BigLaw Firm, because of course it is

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Marc Hoag ^{Thu, Sep 5, 2024, 11:49 PM}

In the interim, one thing I should mention is probably (definitely) include a clause in your engagement letter re: your use of generative AI; something like this is what I have now:

5.        Use of Artificial Intelligence (AI)

In the course of representing you, I may employ generative AI tools including, without limitation, ChatGPT, Anthropic Claude, Google Gemini, Lexis+ AI, CaseText CoCounsel, GC AI, or others, for tasks such as legal research, document drafting, and generating creative content. These tools are designed to augment, not replace, my legal expertise. While they offer advantages in efficiency, they are still under development and may have limitations in accuracy and reliability. I will use these tools in a manner consistent with ABA and California ethics rules, maintaining human oversight to review their outputs, and to ensure client confidentiality. If you have any questions or concerns about this, please feel free to ask.

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Brian Scherer ^{Thu, Sep 5, 2024, 10:33 PM}

Tagging folks who do consulting as part of their practice @lapalluzi08 @matthew @andrew894 @fnaves74 @cbrownesq @marc

Andrew Grant ^{Thu, Sep 5, 2024, 10:39 PM}

@harrison - we have a law firm and consulting firm, so our engagement letter encompasses both, so it's a bit different in that regard. But happy to talk; let me check with my colleagues about sharing.

Brian Scherer ^{Thu, Sep 5, 2024, 10:42 PM}

This has also gotta be availabe online somewhere… no way they’ve kept these agreements off the interweb

Brian Scherer ^{Thu, Sep 5, 2024, 10:42 PM}

Edgar, etc

Brian Scherer ^{Thu, Sep 5, 2024, 10:42 PM}

Law insider would be a great resource for this

Marc Hoag ^{Thu, Sep 5, 2024, 10:54 PM}

@harrison et al…. for the record, I used to do consulting for a few years during the pandemic, but now I’m just 100% law-focused. In any event, here’s the MSA and SoW provided for free from David Tollen’s phenomenal aforementioned website (and book) https://www.techcontracts.com

files

MSA.ProfServs.TechContractsHandbook-2019.10.22.docx

SoW-Form.TechContractsJandbook-2019.06.02.docx

Attachments

Tech Contracts: Home - TCA - Tech Contracts

https://www.techcontracts.com/

Laurel Palluzi ^{Thu, Sep 5, 2024, 11:12 PM}

Yeah. I have different versions of my engagement letter when I am only practicing law, only performing legal ops consulting and then doing both. I admit that, despite being a commercial attorney, I need to sit down and spend some time making sure I've covered myself fully but I feel like I've covered the big pieces. @brian-scherer - if I don't send you my templates for these by EOM, feel free to pester me -- don't want to send you the crap I have right now to upload.

Laurel Palluzi ^{Thu, Sep 5, 2024, 11:13 PM}

@harrison - if you just want a PwC type consulting agreement, I'm sure I have many that I've redlines for clients and could send to you redacted. LMK and I'll work on getting you that this weekend privately.

Harrison Hawkes ^{Fri, Sep 6, 2024, 8:40 PM}

Thank you @andrew894 @marc @lapalluzi08 @brian-scherer!

For some more context, this is for a client that will be coming in and doing some diligence and creating a pitch deck with findings for their customers that explains how their customers can implement GenAI into their business.

The client will eventually do dev work and build custom software, but they don't want to use a longer professional services agreement until they get to that point (if they can help it).

So they're looking for a (hopefully) shorter engagement letter for the initial consulting phase.

@lapalluzi08 a redacted PwC-like consulting agreement might be great here. Could you please provide one of those when you have time? Thank you!

Marc Hoag ^{Fri, Sep 6, 2024, 8:43 PM}

@harrison not to state the obvious, but if there’s any need for guidance on the legal considerations around their use of genAI, I’m at your (and your client’s) service. Good morning!

Harrison Hawkes ^{Fri, Sep 6, 2024, 8:45 PM}

Great! Thank you @marc!

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Christian Brown ^{Fri, Sep 6, 2024, 10:50 PM}

@marc thanks for sharing those, having AI do a compare and contrast now to see how I can make mine better!

@harrison here is a template I hade in my template stash that is a simple legal consultant and advisor agreement  - I found this to be a good starting place and then customized from there based on my clients and services.

file

legal_consultant_and_advisor_engagement_agreement__no-equity___1_.docx

Laurel Palluzi ^{Tue, Sep 10, 2024, 8:37 PM}

Welp @harrison - turns out everything in my files right now is for a highly specific tax or SOC engagement

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Brett Good ^{Wed, Sep 4, 2024, 1:39 AM}

@dustin?

Dustin Carlton ^{Wed, Sep 4, 2024, 1:43 AM}

I could probably use some more details on this one.  @hinojosattorney Do you have any more information regarding this request?

Fernanda Hinojosa ^{Wed, Sep 4, 2024, 2:27 AM}

No but i can ask @dustin What info you need?

Tabetha Hinman ^{Wed, Sep 4, 2024, 2:30 AM}

Happy to chat as well if helpful, I’m barred in CA.

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Teddy Ellison ^{Wed, Sep 4, 2024, 3:07 AM}

I do, can't guarantee I can help with a crypto trading bot but happy to try and be helpful @tabetha

Teddy Ellison ^{Wed, Sep 4, 2024, 3:08 AM}

So does @fnaves74

Flavia Naves ^{Wed, Sep 4, 2024, 3:20 AM}

Hey, @tabetha. Happy to help.

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Tabetha Hinman ^{Wed, Sep 4, 2024, 3:47 AM}

Ooh, thank you, thank you, both!

If it’s okay, I’ll send you an email and maybe we can find a time to chat live?  I’m also fairly new to this whole fractional GC thing, so would love to connect in general

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Brian Scherer ^{Wed, Sep 4, 2024, 3:53 AM}

This is not for the faint of heart… and they will need some decent funding before taken seriously (a proper pre-seed). Based on my experience.

I have some relationships with the larger players in the bank partnership space, but not small players really

Andrew Grant ^{Wed, Sep 4, 2024, 9:52 AM}

This will be a tough sell. Smaller banks aren’t partnering a ton, and if so, it’ll be less for a pilot program and more for a specific type of product, eg trying to grow deposits. Further, they will most assuredly be partnering with a middleware provider (BasS or whatever you want to call them as small banks don’t have robust tech stacks).

What is the pilot for? As noted above, odds are they will need to partner with an intermediary. Treasury Prime is currently partnering with quite a few banks, pivoting to solely the tech layer. I have some contacts there I could reach out to, but I’d need to know more.

Andrew Grant ^{Wed, Sep 4, 2024, 9:53 AM}

(& as Brian noted, they’ll need decent funding, a knowledge of compliance and a means to be compliant …)

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Teddy Ellison ^{Wed, Sep 4, 2024, 9:05 PM}

Is this for $1M in coverage? Hard to say for sure without seeing the other terms, but this seems like a competitive quote based on my experience for a newer practice.

:thankyou:

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Tabetha Hinman ^{Wed, Sep 4, 2024, 9:06 PM}

Ya, it’s $1M in coverage, no weird securities law stuff.

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Matt Margolis ^{Wed, Sep 4, 2024, 10:48 PM}

How many attorneys does this cover? Does the policy waste or are defense costs within limits?

Tabetha Hinman ^{Wed, Sep 4, 2024, 11:15 PM}

It’s just me!  And I don’t know the answer to that question, so that’s clearly a problem.  🙈

I should go back and ask the broker?

Brian Scherer ^{Wed, Sep 4, 2024, 11:59 PM}

Sounds like this is another area we can all learn more about 🙂

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Phil ^{Thu, Sep 5, 2024, 12:11 AM}

I recently obtained quotes from 4 different insurers for my relatively new solo practice (NY; I think premiums vary from state to state) and all were considerably lower, in the 2,300 to 3,000 dollar range (1M limit, deductibles ranging between 2.5 and 10K). Prices also vary depending on whether defense costs eat into the overall limit of liability and whether the deductible is used for defense costs. If you’re trying to cover a NY practice, I’d definitely check with a second or third broker or underwriter.

Tabetha Hinman ^{Thu, Sep 5, 2024, 12:37 AM}

That’s helpful, thank you!  Ya, I’m in CA, and my initial thought was that the number seemed on the high side.  😬

Matt Margolis ^{Thu, Sep 5, 2024, 12:38 AM}

I’d check out Embroker - that’s way, way too high. My first premium was $1,200. Renewal it’s $2,200 with defense outside of limits

Matt Margolis ^{Thu, Sep 5, 2024, 12:38 AM}

Two attorneys on it

Tabetha Hinman ^{Thu, Sep 5, 2024, 12:39 AM}

Oh wow, ya, that’s a big difference!

Do you have an intro that you could pass along?

Matt Margolis ^{Thu, Sep 5, 2024, 12:40 AM}

All handled on their online portal. Didn’t speak with a broker until I needed something bespoke (special endorsement for certain clients)

Tabetha Hinman ^{Thu, Sep 5, 2024, 12:40 AM}

Oh, even better!

Scott Murphy ^{Thu, Sep 5, 2024, 12:50 AM}

Have to second Embroker.  I picked up cyber, professional liability and general risk policies from them for just under $1700/year for my solo shop earlier this year.

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Tabetha Hinman ^{Thu, Sep 5, 2024, 12:50 AM}

Already got the application submitted, thank you!

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Matt Margolis ^{Thu, Sep 5, 2024, 12:50 AM}

Yep that bundle is great

Tabetha Hinman ^{Fri, Sep 6, 2024, 12:05 AM}

Just to close the loop on this thread, I applied through Embroker and they came back with a $2k quote instead of the $5500, so that was great advice!  Thank you so much!!  🙏

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Brian Scherer ^{Fri, Sep 6, 2024, 12:59 AM}

Can I promote that the heycounsel membership is officially a $3500 value

Tabetha Hinman ^{Fri, Sep 6, 2024, 1:00 AM}

I support that claim!

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Tabetha Hinman ^{Wed, Sep 4, 2024, 8:49 PM}

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Brian Scherer ^{Thu, Sep 5, 2024, 10:15 PM}

@andrew894 @llambert @jsr and any other boutique lawyers have thoughts/resources?

Andrew Grant ^{Thu, Sep 5, 2024, 10:37 PM}

Still working on ours! Was waiting to see what was shared

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Brian Scherer ^{Wed, Sep 4, 2024, 9:54 AM}

Happy to ask outside of the Heycounsel network if you’d like

Emily Madavo ^{Wed, Sep 4, 2024, 9:56 AM}

I found someone in my network but thank you!

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Brian Scherer ^{Mon, Sep 2, 2024, 2:21 AM}

I’d be open to hosting a lunch session around this topic, I think there’s a lot of people who are either at this stage or approaching it.

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Brian Scherer ^{Mon, Sep 2, 2024, 2:21 AM}

Nicole, would you like to organize something like that?

Nicole Strothman ^{Mon, Sep 2, 2024, 2:21 AM}

Yes please 🙂

Brian Scherer ^{Mon, Sep 2, 2024, 2:31 AM}

Cool! I’ll give you access to our http://Lu.ma calendar and once we get some folks interested you can pick a date and schedule a meetup. I’ll do that once I get back today

Teddy Ellison ^{Mon, Sep 2, 2024, 6:44 AM}

Love this idea

John Yow ^{Mon, Sep 2, 2024, 8:17 AM}

I was wondering this exact thing today. Excited to join and see what you all are thinking.

Matt Margolis ^{Mon, Sep 2, 2024, 6:43 PM}

@brian-scherer - agreed this would be a good lunch session

💛

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Brian Scherer ^{Mon, Sep 2, 2024, 6:57 PM}

On it! Stay tuned

Tabetha Hinman ^{Mon, Sep 2, 2024, 9:11 PM}

I’m in too!  Keep me posted!

Phil ^{Tue, Sep 3, 2024, 6:10 PM}

I’m interested in this topic, too. Looking forward to the lunch session.

Brock Wanless ^{Tue, Sep 3, 2024, 7:16 PM}

Would love to discuss this as well.

Brian Scherer ^{Thu, Sep 5, 2024, 12:44 AM}

Okay everyone, here’s the link. We’re doing a “Scaling your practice” community chat on September 17 at 11am PT. https://lu.ma/zuw2npf4

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Anirudh Rao ^{Sat, Aug 31, 2024, 2:06 AM}

Hi Dustin! in the UK and several other common law jurisdictions where I practice there are implications in giving non-legal advice including financial advice as it can mean major liability, malpractice, or disciplinary action as the clients may have reasonably relied on the information given. I usually exclude it and you are right, no downside in doing so

Scott Murphy ^{Tue, Sep 3, 2024, 10:15 PM}

I try to use limited scope of representation language to exclude matters outside of the agreement. This is an example in one my agreements, but I don’t necessarily exclude “non legal” matters since the line can blur at times:  Ta

x disputes; Pending or ongoing litigation; Criminal investigations; Regulatory or administrative investigations or enforcement actions; Settlement agreements; Opinion or clearance letters; Patents; Class action defense; Bankruptcy; Divorce or Family law; Securities; Antitrust; Landlord-tenant disputes or evictions; Professional licensing; or Immigration; Consumer collections; Probate or other matters not directly involving Client’s business;

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Brett Good ^{Sat, Aug 31, 2024, 4:29 PM}

Normally this is only in cash rich operating companies or professional practices.  If the question gets at equity incentives, happy to help.

Teddy Ellison ^{Sat, Aug 31, 2024, 7:04 PM}

Yeah it’s the former

Andrew Grant ^{Fri, Aug 30, 2024, 2:25 AM}

My prior small firm did but they were set up as a corporation

Brian Scherer ^{Mon, Sep 2, 2024, 5:50 PM}

Interesting I haven’t heard of this but I’d be curious to learn more about whether and when it can be done

Brian Scherer ^{Mon, Sep 2, 2024, 5:51 PM}

What’s the impetus @karinehk

Karineh Khachatourian ^{Wed, Sep 4, 2024, 10:54 AM}

We provide health insurance to our employees and it just keeps getting more and more expensive. A PEO should be cheaper and better overall.  I'll let you know what we figure out!

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Brian Scherer ^{Fri, Aug 30, 2024, 6:03 AM}

@d.a.muckley potentially

David Muckley ^{Fri, Aug 30, 2024, 10:37 PM}

Yes I’ve done a fair bit of BD work.  Happy to connect @matthew

Matt Margolis ^{Fri, Aug 30, 2024, 10:37 PM}

Reaching out to you now, David

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Syeda ^{Fri, Aug 30, 2024, 11:29 PM}

Hi Anthony. If a company's board approves 8, 000 options for employee A, but the stock option agreement actually grants 6, 000, it is necessary to ratify the exact number of options granted to ensure compliance with corporate governance and legal requirements. According to Delaware law, the board of directors has the authority to issue rights or options as set forth in a resolution of the board. However, if there is a discrepancy between the board's approval and the actual grant, this could be considered a defective corporate act.

Under 8 Del. C. § 204, defective corporate acts, including the issuance of stock options, can be ratified by the board of directors to ensure their validity. The ratification process involves the board adopting resolutions to confirm the actions taken, and if necessary, seeking stockholder approval to validate the defective act. Hope this helps!

Laurel Palluzi ^{Fri, Aug 30, 2024, 11:31 PM}

What's the outcome you're looking for? 8000 or 6000

Laurel Palluzi ^{Fri, Aug 30, 2024, 11:32 PM}

If 8000, administrative error. Board approved 8000 so no problem correcting as an admin error.

Laurel Palluzi ^{Fri, Aug 30, 2024, 11:32 PM}

If 6000, agreed that you need to clarify with the Board and ratify that it will only be 6000.

Anthony Malone ^{Sat, Aug 31, 2024, 1:47 AM}

Thank you both!

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Brian Scherer ^{Thu, Aug 29, 2024, 5:52 AM}

@fnaves74 might be knowledgeable on #2

Brian Scherer ^{Thu, Aug 29, 2024, 5:53 AM}

If no one raises their hand for #1… I might have some lawyers at Scale who’d be of assistance there

Flavia Naves ^{Thu, Aug 29, 2024, 5:58 AM}

@teddy happy to chat on #2

Brett Good ^{Thu, Aug 29, 2024, 12:15 PM}

same on 2.  Also have some decent precedent and secondary sources I think

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Brian Scherer ^{Thu, Aug 29, 2024, 5:30 PM}

Just came across https://www.linkedin.com/posts/todd-smithline-80829_scope-of-services-example-activity-7231072765968064512-4MNi?utm_source=share&utm_medium=member_desktop on Linkedin. One of several long-form posts about the subject. Might be helpful

Attachments

Todd Smithline on LinkedIn: Scope of Services Example | 11 comments

https://www.linkedin.com/posts/todd-smithline-80829_scope-of-services-example-activity-7231072765968064512-4MNi?utm_source=share&utm_medium=member_desktop

Dustin Carlton ^{Thu, Aug 29, 2024, 9:02 PM}

Very interesting.  I’d love to hear from others, as well.

Andrew Grant ^{Fri, Aug 30, 2024, 2:25 AM}

Was just going to share that series. I don’t but have thought about how to do it …

Matt Margolis ^{Fri, Aug 30, 2024, 2:26 AM}

Todd’s stuff is great

Matt Margolis ^{Fri, Aug 30, 2024, 2:26 AM}

Especially the most recent one for monitoring/evaluating

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Brian Scherer ^{Wed, Aug 28, 2024, 8:52 PM}

@romalism I think has some experience in this space. @dean I know it’s a different type of gaming but perhaps you’ve done stuff in this space. @christinamiller12 I’m also connected with a few folks over at fanduel (Carolyn Renzin and Jen Solar) if that makes sense to intro you!

:thankyou:

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Dean Elazab ^{Wed, Aug 28, 2024, 8:54 PM}

Unfortunately I am way out my wheelhouse when it comes to gambling regulations but if you are working in anything close to that space and fantasy/sports betting I have good contacts for those experts.

👍

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Meredyth Romalis ^{Wed, Aug 28, 2024, 8:56 PM}

Yes I've worked for 2 online gambling operators @christinamiller12 happy to chat with you; thanks @brian-scherer

🙌

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Christina Miller ^{Wed, Aug 28, 2024, 10:01 PM}

Thanks, @romalism ! Will send you a DM.

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