A Positive, Proactive Case for Lawyers

Entrepreneurs frequently ask me whether they should hire a lawyer at an early stage in their business’s development or “go it alone,” muddling through a do-it-yourself formation and cobbling together a smattering of contracts and forms they chanced upon online. (Okay, okay, they don’t use quite those words . . .) My answer, as you can probably guess from the set up, is invariably to hire a real flesh-and-blood lawyer. The explanation I used to give all the time is a post hoc justification: it’s easy to screw up and when you screw up, it’s expensive and time-consuming to fix, if the problem is solvable at all. Some common examples that we see at Priori, the b2b legal marketplace I founded, include: Using form vendor and service contracts, employment agreements, independent contractor agreements, non-disclosure agreements, equity vesting plans, bylaws, operating agreements, terms and conditions, privacy policies and more. These recycled forms can lead to myriad problems, including unexpected liability because they don’t actual hew to business practices, deadlocked management and intellectual property ownership surprises, to name a few frequent ones. Forming in a sub-optimal state or electing a sub-optimal company type (or failing to complete the technical requirements of formation). Searching the U.S. Patent and Trademark office database to make sure you can use a business name without a lawyer or search firm, and on the basis of those results, marching ahead with a name choice. Then, applying for a trademark without a lawyer’s assistance only to have it rejected. Applying for a provisional patent without a lawyer’s assistance only to discover (very belatedly) that it doesn’t protect the scope of what the entrepreneur anticipated. Signing contracts without reading or understanding them fully – and winding up on the hook for something that you didn’t think you agreed to.