Start-Up Legal Forms Library

http://www.orrick.com/practices/corporate/emergingCompanies/startup/forms_index.asp

by tsondermann • 17 years ago

79 16 17 years ago

orrick.com

SingAlong• 17 years ago

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.

sachinag3• 17 years ago

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

sachinag3• 17 years ago

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.)

karzeem• 17 years ago

A lawyer could hugely undercut most of his/her peers on this sort of thing and still make a nice amount of money. Annoyingly, when lawyers do these standard documents, they're basically functioning as secretaries who happen to charge hundreds of dollars an hour. You're paying them to bear responsibility for the legal effectiveness of the document, not for the document itself. But that's really annoying on occasions when the documents are a whisker away from being form letters.

sid• 17 years ago

Yes thats correct, i get the same feeling as well when working with lawyers and accounts (specially when i was incorporating). Howevers sometimes i cant help but think that as software engineers and developers we kind of do the same thing to the people we consult for. Yes some of the stuff we do might be complicated but many times our work is pretty easy and we still charge 100 - 150 dollars and hour.

Anyway thanks for these documents, expecially the compensation documents. Even though im from australia i can get an idea of how to arrange documents to be used here.

micks56• 17 years ago

What is the going rate for this work?

You probably are paying for the document itself. Suing a lawyer for malpractice is difficult (high standard to prove and with the American legal system, you pay your own lawyer fees to bring/defend a case).

grellas3• 17 years ago

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!

sachinag3• 17 years ago

Honestly, my point isn't about saving money (although that's a nice side benefit).

My point is that there's not a single "good" lawyer out there who says, 1) I do this and 2) This is what it costs. I'm very much of the opinion that if a third year associate at Wilson, Orrick, or wherever put out a shingle and said "I'll do these forms for you and it'll cost $10K (I've been told that this group of docs runs ~$5K)" that they'd get away with it: make more and work less.

Barring "good", I'd settle for competent - where my arbitrary line is just someone who has passed the bar. That's why I made that comment; you can get competent for 95% of cases off of these model documents.

Lookit, Orrick puts out these docs, great. But Orrick's really dumb. One, they don't have a page that says cleanly and clearly "we do incorporation for new startups, and we can introduce you to angels and VCs" even though that's exactly what they do. They don't say "we have six partners who do incorporation work, one each in internet, hardware, enterprise software, biotech, cleantech, and services" even though they surely have multiples of each. Instead, we get this page: http://www.orrick.com/practices/corporate/emergingCompanies/... Let me spell it out: this list is completely useless to a budding startup founder. It doesn't tell me which person to call. This is why big law firms are dumb as rocks; just segment the list. And take off the Associates. Yes, I know the Associate will do the work. No, the Associate shouldn't be the senior point of contact for any startup. The Associate ain't the one sending an e-mail to Clavier.

Did you know that even though I'm in Illinois, I could have hired a Valley law firm to do my incorporation work? I'm sure you did, but I didn't, and it's cost me an extra $50K in legal fees I wouldn't have had to pay if Yokum did my incorporation, where I would have had better advice and more complete set of documents from the get-go.

That's where the opportunity is; undercutting the inability of the best law firms to cleanly and succinctly explain just what the hell it is they do.

warfangle• 17 years ago

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...

yrashk• 17 years ago

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

quellhorst• 17 years ago

Anyone know of links for user agreements and privacy policies?

WalterGR• 17 years ago

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

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

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