6 ms·

Orrick's Legal docs for startups

171 points by tomazstolfa 14y ago

kunalmodi 14y ago
wow this is awesome, should hopefully reduce the rather steep initial legal costs for early stage startups
scottkduncan 14y ago
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 14y ago
  Yep, great marketing by Orrick, but also great free ressource for entrepreneurs. The latter is probably why it's been upvoted here. ;)
- bedris 14y ago
  Agreed! Almost like a freemium model for legal services.
grabeh 14y ago
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 14y ago
  >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.
kator 14y ago
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 14y ago
  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 14y ago
    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 14y ago
      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.
mmaunder 14y ago
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.
andreasklinger 14y ago
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/ http://seedsummit.org/legal-docs/ [2]: http://www.seriesseed.com/ http://www.seriesseed.com/
- rprasad 14y ago
  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 14y ago
    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.
gyardley 14y ago
Awesome. Previously I'd been pointing people at Gunderson Dettmer's set of documents (http://www.docracy.com/userprofile/show?userId=80 http://www.docracy.com/userprofile/show?userId=80) but it looks like Orrick's is more comprehensive.
salimmadjd 14y ago
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 14y ago
  Are you referring to Orrick's Total Access event series? http://reaction.orrick.com/reaction/sites/totalaccess/default.asp http://reaction.orrick.com/reaction/sites/totalaccess/defaul... 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.
leak 14y ago
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?
- rprasad 14y ago
  That depends on why you would want to switch to Delaware. Don't do it just because the "common wisdom" in the Valley is that you're supposed to. The common wisdom is usually wrong or seriously overgeneralized to the point of meaninglessness. What would you get out of switching to Delaware? Corporate management (i.e, the rules governing how a corporation is structured and run) would be governed by Delaware law. But most of the remainder of your business would continue to be governed by the laws of the state (CA) in which you actually conduct your business operations. There are some areas where you can contract jurisdiction to Delaware, but many of the most important areas (i.e,. employment laws) cannot be contracted to a different jurisdiction. Basically, you need to talk to a lawyer.
  - leak 14y ago
    I was planning on speaking with a lawyer but there really isn't much at this point except consulting so I was holding off. Thanks for the feedback & info.
- lsc 14y ago
  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 14y ago
    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.
philip1209 14y ago
Legal mad libs.
snambi 14y ago
This is very useful. It is hard to the legal docs in the early stage. Thanks for providing the docs.
smalter 14y ago
The documents have actually been up on Orrick's site for awhile: http://www.orrick.com/practices/corporate/emergingCompanies/startup/index.asp http://www.orrick.com/practices/corporate/emergingCompanies/... 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 14y ago
  >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 14y ago
    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.
dirkdk 14y ago
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/startup/index.asp http://www.orrick.com/practices/corporate/emergingCompanies/.... They also have some wizards that help you prefill documents, like the term sheet generator (https://tsc.orrick.com/ https://tsc.orrick.com/) Also, the Founder Institute advisory template (http://fi.co/contents/fast 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!
Bjoern 14y ago
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?

171 points by tomazstolfa 14y ago

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

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 14y ago
Yep, great marketing by Orrick, but also great free ressource for entrepreneurs. The latter is probably why it's been upvoted here. ;)
bedris 14y ago
Agreed! Almost like a freemium model for legal services.

grabeh 14y ago

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 14y ago
>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.

kator 14y ago

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 14y ago
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 14y ago
  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 14y ago
    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.

mmaunder 14y ago

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.

andreasklinger 14y ago

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

rprasad 14y ago
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 14y ago
  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.

gyardley 14y ago

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

salimmadjd 14y ago

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 14y ago
Are you referring to Orrick's Total Access event series? http://reaction.orrick.com/reaction/sites/totalaccess/default.asp http://reaction.orrick.com/reaction/sites/totalaccess/defaul... 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.

leak 14y ago

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?

rprasad 14y ago
That depends on why you would want to switch to Delaware. Don't do it just because the "common wisdom" in the Valley is that you're supposed to. The common wisdom is usually wrong or seriously overgeneralized to the point of meaninglessness. What would you get out of switching to Delaware? Corporate management (i.e, the rules governing how a corporation is structured and run) would be governed by Delaware law. But most of the remainder of your business would continue to be governed by the laws of the state (CA) in which you actually conduct your business operations. There are some areas where you can contract jurisdiction to Delaware, but many of the most important areas (i.e,. employment laws) cannot be contracted to a different jurisdiction. Basically, you need to talk to a lawyer.
- leak 14y ago
  I was planning on speaking with a lawyer but there really isn't much at this point except consulting so I was holding off. Thanks for the feedback & info.
lsc 14y ago
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 14y ago
  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.

philip1209 14y ago

Legal mad libs.

snambi 14y ago

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

smalter 14y ago

The documents have actually been up on Orrick's site for awhile: http://www.orrick.com/practices/corporate/emergingCompanies/startup/index.asp http://www.orrick.com/practices/corporate/emergingCompanies/... 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 14y ago
>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 14y ago
  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.

dirkdk 14y ago

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/startup/index.asp http://www.orrick.com/practices/corporate/emergingCompanies/.... They also have some wizards that help you prefill documents, like the term sheet generator (https://tsc.orrick.com/ https://tsc.orrick.com/) Also, the Founder Institute advisory template (http://fi.co/contents/fast 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!

Bjoern 14y ago

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?