You are a lawyer. You represent a hot start up that is venture-backed. One day the CEO comes to you – out of the blue – and says “you’re fired.” (Cue Donald Trump frown).
You’ve stuck it out through the lean times with the company even when they weren’t funded and now you are on the outside looking in. What gives? It must be the evil venture capitalist (me). He must want one of “his guys” at the legal helm.
Not so fast. Even ex-lawyers like me who believe we can evaluate the best of legal talent don’t take this action lightly. And I never like to have a heavy hand with my CEOs. It’s their company to run and I work for them.
I, however, have seen some unbelievably stupid things that company counsel lawyers have pulled that has ruined their credibility with the VC (me) and thus found their way out the door, either by my strong urging, or by agreement of the entire company.
So, today is the list of “quick ways to get fired.” Before you laugh or go “duh” EACH of these are real events that I’ve dealt with personally. And all of these have happened in the last 3 or 4 years, so these are not “back in the day” events. Furthermore, there is no monopoly on stupidity. The mess ups below happened at small, medium and large firms all over the country.
I’ve divided them into three categories: 1. Screw ups that get you immediately fired. 2. Actions that get you fired sooner than later. 3. Things that probably get you fired over time. Without further delay (and in order of egregiousness)…
Screw ups that get you fired immediately
1. Screw around with redlines. You and my counsel are negotiating the Series A financing. As normal, there are several revisions of the documents. My counsel notices that paragraphs are reverting back to previously rejected ones, but are NOT showing up as redlines. They assume it is a mistake, but when the junior associate is asked “what’s up” he says that you told him to make the changes. You’re fired (and you probably get reported to the state bar and the head of your law firm).
2. Endorse the chief competitor. We find a quote made by you on the primary competitor’s website extolling the wonders of the competitor. First, it would have been nice to know that you represented our competitor. Secondly, you providing the quote shows amazingly poor judgment. You should never pick sides. (And in hindsight, we kicked the other company’s butt, so you chose wrong). You’re fired.
3. You provide little leadership and wait for someone else to come up with the answer. The company is in a sticky situation. It’s unique and it’s dire. There are many phone calls with lots of other partners and associates on the phone billing away. You and your team provide absolutely no thought leadership on how to “fix” the problem. Instead, the CEO, another executive or I come up with the solution, but you (probably in order to save face) tell us that we are idiots and that it will never work. We have to hire another law firm to vet our idea and they say “great idea – it works.” Company survives. You don’t. You’re fired.
4. You provide advice to the CEO adverse to the company’s interest. Things aren’t going well at the company. The board is mulling around thinking about replacing the CEO. In contentious discussions to remove the CEO, it becomes apparent that you and the CEO have been having side discussions. Specifically you have advised him regarding his leverage that he has against the company in order to either keep his job or extort a larger settlement agreement. Guess what? You’re Fired. (But not by the CEO, the board makes it a “two-fer” and you and the CEO are out).
Actions that get you fired sooner than later
1. Be lax in your advice and get it wrong. Yeah, we all make mistakes, but being lazy and riffing off the cuff about legal issues and then being proved wrong is something that can doom your relationship. If you come to the board meetings, sit back and offer opinions that later turn out wrong, you will have a short stay as company counsel. Specifically what annoys me the most is when lawyers riff about subject areas that they aren’t experts (e.g. corporate guy guessing about litigation issues) and don’t bother to check their own advice with their own firm after the board meeting. Let’s call this: “You’re fired over time”
2. Being inefficient, getting lost in the woods, billing for small stuff that doesn’t matter. You are the epitome of Why Startup Lawyers Frustrate Me. Despite how stupid it is to negotiate crap like registration rights, you waste your time, my time, my counsel’s time and your client’s bank account doing so. Again, you’re fired (over time).
3. Bait and switch. You bring in the client, but you never show for board meetings, phone calls, etc. and send junior folks in your stead. Or worse yet, the company hires you to run an important litigation matter and you don’t show for court, rather your less skilled colleague does. You’re fired (over time).
4. Not knowing who your client is. You have trouble figuring out that you represent the company, not the CEO. Nothing as heinous as the above example, but you seem to have a “what’s good for the CEO filter” on all of our advice. You’re fired (over time).
5. Letting summer associates run wild on the account. You let a dozen different summer associates bill out (at first year rates, no less) to the client during a 3 month stint. You’re fired (over time).
Things that probably get you fired over time
1. Being annoying. There are a ton of them, but some that come to immediate mind are talking too much at board meetings and trying to prove how smart you are, spending the entire board meeting on your blackberry or constantly complaining about my counsel choice during a financing. (Don’t you understand that you are just insulting me and that I probably use these guys all the time?). Additionally, you make grand promises of VC intros or other introductions into your “vast network” and you never come through. You probably don’t get fired for any of these, but if the CEO decides that they want to make a switch, I’m certainly not going to stick up for you.
All of these actions seem to suggest that you don’t realize that as soon as the financing is done that you are representing me as a board member, or that you don’t understand that I have many different investments and have a long memory.
Then again, if these aren’t obvious to you, then you are probably one of the folks who committed one (or more) of these acts. To the rest of you, hopefully you got a sick chuckle out of these real-life events.
Jason Mendelson is a managing director at Foundry Group and recovering lawyer. He blogs at www.jasonmendelson.com.