4 ms·

You are missing my point: if you think you need a lawyer to review a document you obtained elsewhere, you're gonna have a bad time. I have no problem with usin

by Nrsolis 14y ago

You are missing my point: if you think you need a lawyer to review a document you obtained elsewhere, you're gonna have a bad time. I have no problem with using a standard structure and replicating that across many many companies. That's smart. I be surprised if it wasn't done already. BUT: once you stray from the One True Path to C-Corp, you're asking for trouble if you don't really dig in with a knowledgeable attorney who knows your industry, your goals, and how to keep you out of court. The Law is not something you can really hack. IMHO, most people are better served by a simple LLC to get started. I'd agree that using a C-corp is a good idea if you're building a company specifically to seek investment from VCs, but if you're looking to just insulate yourself from the downside aspects of starting a business, it's hard to beat a LLC for simplicity.

tptacek 14y ago
Two things. First, as a partner in a business that has Fortune 500 company paper reviewed approximately once a week (a typical MSA is ~10-15 pages long and includes insurance requirements, liability, indemnification, and IP ownership), I'm not sure I understand this idea that lawyers aren't good at reviewing other lawyers documents. In my experience, reviewing other lawyers documents is 99% of the job of a lawyer. Second, we are commenting on a startup that purports to have taken the ideal DE C corp structure from Y Combinator and put a web interface on applying it to new companies. That strikes me as remarkably close to the "one true path" you refer to. They're lawyers. They did YC. What else are you asking for? I'm 1000x more likely to want to use them than a random BigFirm lawyer who will --- again --- charge me $15,000 to get a worse structure. I'm with you on LLC all the way.
- Nrsolis 14y ago
  Dude, you're missing my point. Everything you said is 100% correct. It all makes complete sense. But I'll repeat my initial point just so we're clear about what my problem here is: A website is not going to ask you questions about the special nature of your desired business structure. If you need something special, you're better off asking a lawyer to help you with that. A good one. Maybe the ones who did this. That's my point. I was commenting on someone who was ready to have his lawyer "review" the document; which in my experience is one step away from "I'll make some adjustments myself and see what my lawyer says" which is one step away from "I'll make some adjustments myself" and FILE. And once you've locked in a structure, it's way more troublesome and expensive to fix it after the fact. That's my point.
  - tptacek 14y ago
    Respectfully, I think this "special nature of your business" stuff is handwaving. Most tech startups are fundamentally the same company. I'm prepared to simply agree to disagree with you on this, though.
    - Nrsolis 14y ago
      I think you and I agree on most of the important points. But we'll leave it there.
wilfra 14y ago
"you're asking for trouble if you don't really dig in with a knowledgeable attorney who knows your industry, your goals, and how to keep you out of court." You sound like an expensive lawyer - or somebody who pays a lot of money to one. This simply isn't true for most people. However I grant you a lot of people feel the same way - and I'm sure their expensive lawyers love it.
- Nrsolis 14y ago
  IANAL. And you should apologize for calling me one. But I have paid good money to lawyers and it was worth every cent. Ask anyone who has ever had to fight a lawsuit (and won) if they thought they overpaid for legal advice. If you think the worst thing that can happen to you is you lose all of your money, BOY do I have news for you.
  - wilfra 14y ago
    You're trying to convince yourself, as buyers of all expensive things do, that you didn't waste your money. I'm sorry to inform you, you probably did. I've done it too. However, it's best to learn from our mistakes, not try to convince others to repeat them.
    - Nrsolis 14y ago
      Hey, next time you are facing jail time, let me decide for you what your best options are, K? Do we have a deal?
      - wilfra 14y ago
        If you are a large and respected firm that handles plea bargains with a cookie cutter template for 90% cheaper than the cost of a private attorney, sure, we have a deal.
        Nrsolis 14y ago
        WOW. Enjoy your cellmate dude. The jails are full of guys who think like you. Cookie cutter plea bargain. YIKES! Just plead guilty. It's cheaper!
DenisM 14y ago
>You are missing my point: if you think you need a lawyer to review a document you obtained elsewhere, you're gonna have a bad time. I'm not sure why you keep saying this. I had my new lawyer review the botched up work done by the previous lawyer to determine what part to fix and what to throw away (part of the paperwork was already filed, so it had to be reviewed), and it wasn't a big deal at all. Sure it would be cheaper to use the paperwork from the new lawyer - he wouldn't have to read it, but your point of it being hard to do is not supported by my experience. Clerky has advantage of scale - if everyone knows them except for your lawyer, you will pay your lawyer more to get acquainted with Clerky terms, but your partners/investors will end up moving quicker because they already know what it is. Time==money. Eventually, you will be able to shop for lawyer who already knows Clerky package, that's when it will be an even bigger win.

by Nrsolis 14y ago

tptacek 14y ago

Two things. First, as a partner in a business that has Fortune 500 company paper reviewed approximately once a week (a typical MSA is ~10-15 pages long and includes insurance requirements, liability, indemnification, and IP ownership), I'm not sure I understand this idea that lawyers aren't good at reviewing other lawyers documents. In my experience, reviewing other lawyers documents is 99% of the job of a lawyer. Second, we are commenting on a startup that purports to have taken the ideal DE C corp structure from Y Combinator and put a web interface on applying it to new companies. That strikes me as remarkably close to the "one true path" you refer to. They're lawyers. They did YC. What else are you asking for? I'm 1000x more likely to want to use them than a random BigFirm lawyer who will --- again --- charge me $15,000 to get a worse structure. I'm with you on LLC all the way.

Nrsolis 14y ago
Dude, you're missing my point. Everything you said is 100% correct. It all makes complete sense. But I'll repeat my initial point just so we're clear about what my problem here is: A website is not going to ask you questions about the special nature of your desired business structure. If you need something special, you're better off asking a lawyer to help you with that. A good one. Maybe the ones who did this. That's my point. I was commenting on someone who was ready to have his lawyer "review" the document; which in my experience is one step away from "I'll make some adjustments myself and see what my lawyer says" which is one step away from "I'll make some adjustments myself" and FILE. And once you've locked in a structure, it's way more troublesome and expensive to fix it after the fact. That's my point.
- tptacek 14y ago
  Respectfully, I think this "special nature of your business" stuff is handwaving. Most tech startups are fundamentally the same company. I'm prepared to simply agree to disagree with you on this, though.
  - Nrsolis 14y ago
    I think you and I agree on most of the important points. But we'll leave it there.

wilfra 14y ago

"you're asking for trouble if you don't really dig in with a knowledgeable attorney who knows your industry, your goals, and how to keep you out of court." You sound like an expensive lawyer - or somebody who pays a lot of money to one. This simply isn't true for most people. However I grant you a lot of people feel the same way - and I'm sure their expensive lawyers love it.

Nrsolis 14y ago
IANAL. And you should apologize for calling me one. But I have paid good money to lawyers and it was worth every cent. Ask anyone who has ever had to fight a lawsuit (and won) if they thought they overpaid for legal advice. If you think the worst thing that can happen to you is you lose all of your money, BOY do I have news for you.
- wilfra 14y ago
  You're trying to convince yourself, as buyers of all expensive things do, that you didn't waste your money. I'm sorry to inform you, you probably did. I've done it too. However, it's best to learn from our mistakes, not try to convince others to repeat them.
  - Nrsolis 14y ago
    Hey, next time you are facing jail time, let me decide for you what your best options are, K? Do we have a deal?
    - wilfra 14y ago
      If you are a large and respected firm that handles plea bargains with a cookie cutter template for 90% cheaper than the cost of a private attorney, sure, we have a deal.
      - Nrsolis 14y ago
        WOW. Enjoy your cellmate dude. The jails are full of guys who think like you. Cookie cutter plea bargain. YIKES! Just plead guilty. It's cheaper!

DenisM 14y ago

>You are missing my point: if you think you need a lawyer to review a document you obtained elsewhere, you're gonna have a bad time. I'm not sure why you keep saying this. I had my new lawyer review the botched up work done by the previous lawyer to determine what part to fix and what to throw away (part of the paperwork was already filed, so it had to be reviewed), and it wasn't a big deal at all. Sure it would be cheaper to use the paperwork from the new lawyer - he wouldn't have to read it, but your point of it being hard to do is not supported by my experience. Clerky has advantage of scale - if everyone knows them except for your lawyer, you will pay your lawyer more to get acquainted with Clerky terms, but your partners/investors will end up moving quicker because they already know what it is. Time==money. Eventually, you will be able to shop for lawyer who already knows Clerky package, that's when it will be an even bigger win.