4 ms·

With lawyers, if everything goes perfectly then they just did their job. If anything goes wrong they're entirely blamed for it. Since they are paid by the hour,

With lawyers, if everything goes perfectly then they just did their job. If anything goes wrong they're entirely blamed for it. Since they are paid by the hour, there is an explicit incentive to spend as much time as possible to make sure everything goes perfectly. Typical agency problem. It's up to the client to tell the lawyers when they are done. Now, the very very best lawyers, the ones who have a waiting list of clients, would prefer to spend less time on each contract. They want it done right and done fast so they can move on to the next thing. They fall outside this dynamic. But in any given field of corporate law there are only a handful of these. If you are at a startup, you are not using these lawyers (and don't need to). You need to be able to recognize the point at which your lawyer's comments pass the reasonable risk/reward tradeoff and ask them to put their pencils down and stop work.

throwaway1979 13y ago
Part of the situation is that the output of a lawyer cannot be measured clearly. The same is true for programmers but more people seem to be okay with shoddy code than with shoddy contracts. If the consequences of bad code were equally drastic as those of shoddy contracts, I'd imagine a lot more time being spent on code quality.
- tesseractive 13y ago
  Actually, where the consequences of bad code are known to be drastic, a lot more time is spent on code quality. I worked on factory software at AMD for a while in the late 90s and early 2000s. The adage around there was that if the fab was down, it cost us a million dollars an hour. So we had a ton of testing, red tape, bureaucracy, and so on as part of change management. We did major upgrades and such on the 4th of July or during Christmas week, because those were the only times when the fab was down for more than an hour at a time (the hour was once a week at the weekly shift meeting for fab workers, IIRC). In preparation for those upgrades, we had a system set up as a duplicate of the (very expensive) production hardware and we actually rounded up the whole team and did dress rehearsals of the upgrade process, with go/no-go decision times built into the schedule based on timing how long it would take us to roll back the whole massive database from backup in time to ensure there would be no unscheduled downtime. We also had some folks who had come to the company from Lockheed. They helped upgrade our procedures, because as you might imagine, defense contractors are even more hardcore about all this than factory control systems. If you make a mistake in the embedded code inside a missile or airplane, things blow up (the wrong things!) and people die. This is more or less the opposite of a typical startup, where velocity is normally far more important than creating sufficient failsafes against any possible error.
danielweber 13y ago
If you don't tell your lawyers what you want, they will try to remove every problem. Tell your lawyers you want decent terms, and you don't want to spend forever working on contracts, and have them explain the risks you face from the contract the other party proposed. Failing to engage with lawyers and then not liking their results is like managers who fail to engage with software developers and then don't like the results. You need to tell them what you want.
- jankymess 13y ago
  as technical folks, i don't think we fully understand the different types of lawyers there are. you know that eye twitch you develop, when someone asks if you can fix their computer because you "work with computers"? it's similar for lawyers. in my first two businesses, i didn't do enough [serious] transactions to need lawyers. in my third business, i reviewed and wrote our initial contracts, which were eventually reviewed by other lawyers, but that took a ginormous amount of my time and sanity. (for fellow people who suffer from impostor syndrome -- can you imagine walking into every meeting with a client and thinking "is this day i'm revealed as an incompetent contract writer?") for the next set of contracts, i decided i needed a lawyer and got a recommendation from a friend of a friend. this lawyer turned out to specialize in immigration, not business; but assured me that they could get it done. inevitably, in my first deal involving them, i landed in the back-and-forth lawyering described in pud's article (and so many comments here). i really needed the revenue in the company bank account sooner rather than later, so after 4 weeks, i gave in, and signed the contract, but 3 months later got burned. this cost me time, money (both from the customer, AND the law firm), and many nights of sleep. then i had the fortune of becoming friends with a lawyer that specializes in contract litigation. i begged him to draft my contracts, and he refused. he then explained his specialization was in tearing contracts apart, finding points of leverage for his client, and to a lesser extent, being involved in settlement negotiation (but not leading it). to you and i, this sounds like the perfect person to draft a contract. to him, it's an unneeded source of liability that can increase his malpractice insurance rates. he did however, take a look at my originally-blessed contract and tell me to make a few changes, especially rip out the arbitration clauses in my contracts, because arbitration is hella expensive (it really is). so today, i have a business contracts lawyer, an employment lawyer, and when needed, a lawyer experienced in business contract litigation. and for those of you wondering about the cost, it's not that expensive. i do a quick review of contracts i receive and clearly explain any industry-specific terms and practices to my lawyers, and have them do the final signoff. i don't do retainers, in fact, my business and employment lawyers refused a retainer agreement. due to the new custodial laws on how lawyers must account for client money (after a few high-profile cases of attorney-client theft), they don't feel it's worth it for the limited amount of business i do. pay as you go.

throwaway1979 13y ago

Part of the situation is that the output of a lawyer cannot be measured clearly. The same is true for programmers but more people seem to be okay with shoddy code than with shoddy contracts. If the consequences of bad code were equally drastic as those of shoddy contracts, I'd imagine a lot more time being spent on code quality.

tesseractive 13y ago
Actually, where the consequences of bad code are known to be drastic, a lot more time is spent on code quality. I worked on factory software at AMD for a while in the late 90s and early 2000s. The adage around there was that if the fab was down, it cost us a million dollars an hour. So we had a ton of testing, red tape, bureaucracy, and so on as part of change management. We did major upgrades and such on the 4th of July or during Christmas week, because those were the only times when the fab was down for more than an hour at a time (the hour was once a week at the weekly shift meeting for fab workers, IIRC). In preparation for those upgrades, we had a system set up as a duplicate of the (very expensive) production hardware and we actually rounded up the whole team and did dress rehearsals of the upgrade process, with go/no-go decision times built into the schedule based on timing how long it would take us to roll back the whole massive database from backup in time to ensure there would be no unscheduled downtime. We also had some folks who had come to the company from Lockheed. They helped upgrade our procedures, because as you might imagine, defense contractors are even more hardcore about all this than factory control systems. If you make a mistake in the embedded code inside a missile or airplane, things blow up (the wrong things!) and people die. This is more or less the opposite of a typical startup, where velocity is normally far more important than creating sufficient failsafes against any possible error.

danielweber 13y ago

If you don't tell your lawyers what you want, they will try to remove every problem. Tell your lawyers you want decent terms, and you don't want to spend forever working on contracts, and have them explain the risks you face from the contract the other party proposed. Failing to engage with lawyers and then not liking their results is like managers who fail to engage with software developers and then don't like the results. You need to tell them what you want.

jankymess 13y ago
as technical folks, i don't think we fully understand the different types of lawyers there are. you know that eye twitch you develop, when someone asks if you can fix their computer because you "work with computers"? it's similar for lawyers. in my first two businesses, i didn't do enough [serious] transactions to need lawyers. in my third business, i reviewed and wrote our initial contracts, which were eventually reviewed by other lawyers, but that took a ginormous amount of my time and sanity. (for fellow people who suffer from impostor syndrome -- can you imagine walking into every meeting with a client and thinking "is this day i'm revealed as an incompetent contract writer?") for the next set of contracts, i decided i needed a lawyer and got a recommendation from a friend of a friend. this lawyer turned out to specialize in immigration, not business; but assured me that they could get it done. inevitably, in my first deal involving them, i landed in the back-and-forth lawyering described in pud's article (and so many comments here). i really needed the revenue in the company bank account sooner rather than later, so after 4 weeks, i gave in, and signed the contract, but 3 months later got burned. this cost me time, money (both from the customer, AND the law firm), and many nights of sleep. then i had the fortune of becoming friends with a lawyer that specializes in contract litigation. i begged him to draft my contracts, and he refused. he then explained his specialization was in tearing contracts apart, finding points of leverage for his client, and to a lesser extent, being involved in settlement negotiation (but not leading it). to you and i, this sounds like the perfect person to draft a contract. to him, it's an unneeded source of liability that can increase his malpractice insurance rates. he did however, take a look at my originally-blessed contract and tell me to make a few changes, especially rip out the arbitration clauses in my contracts, because arbitration is hella expensive (it really is). so today, i have a business contracts lawyer, an employment lawyer, and when needed, a lawyer experienced in business contract litigation. and for those of you wondering about the cost, it's not that expensive. i do a quick review of contracts i receive and clearly explain any industry-specific terms and practices to my lawyers, and have them do the final signoff. i don't do retainers, in fact, my business and employment lawyers refused a retainer agreement. due to the new custodial laws on how lawyers must account for client money (after a few high-profile cases of attorney-client theft), they don't feel it's worth it for the limited amount of business i do. pay as you go.