S. Lawyering for Growth: The Role of the GC in Scaling Tech Startups

Joining a hyper-scaling startup as general counsel can present an attorney with attractive opportunities to influence the trajectory of an exciting new technology and organization with the possibility of significant financial upside. At the same time, operating in a fast-growing, sometimes resource-strapped organization presents a unique challenge for a startup GC. Startup GCs must navigate a heightened need for growth and appetite for risk in the context of limited formal processes. With the right prioritization, risk tolerance and process building efforts, startup GCs can build a legal function that adds increasing value as their organization scales. The course leverages readings from foundational books on lawyering at high growth, technology companies, legal and business case studies, contract templates and negotiation exercises, and experienced startup GCs as guest speakers. The first two classes will ground students in the pressures of a startup environment and the need to establish the legal function as a business partner. The next four classes will focus on the key people, processes and legal frameworks that a startup GC must put in place to support the critical objective of commercial growth. The next three classes will focus on the protection of key company IP and the adoption of AI and other emerging technologies in an uncertain regulatory landscape. The last three classes will examine key responsibilities of the GC as an organization scales – advising on employment matters, managing equity compensation and leading M&A. We will conclude by assessing whether students feel they are a fit for a startup GC role and how they might establish a personal brand as a startup legal leader. In addition to the topics covered in the syllabus, throughout the semester, students will make presentations from the perspective of the GC to the management team on an emerging issue impacting the tech startup ecosystem.

Learning Goals
By the end of the course, students will have a strong working knowledge of the substantive legal issues and foundational documents relevant to the work of a general counsel and legal team at a scaling tech startup. In addition to understanding these issues, students will also have developed an appreciation for the risk tolerance, business judgment and process building required to succeed in the context of a fast-moving, resource-constrained startup environment. Students will appreciate how in-house counsel can most effectively serve as a trusted business advisor, influencing key business decisions to mitigate risk to the company while supporting the company’s growth.