TRANSITIONING FROM A TRADITIONAL LAW FIRM TO THE TECH SPACE; A GUIDE FOR LAWYERS
You must have seen the expression “tech is the new oil”. This is due to the pervasiveness of the adoption of tech in our everyday life and the lucrativeness in the tech space similar to the days of the oil boom.
I have been a lawyer in the tech space for a little over 2 years. A few weeks ago, I shared with some of my colleagues on our WhatsApp group, Nigerian Fintech Lawyers, some of the things I have learnt in that time for any lawyer willing to transition from a traditional law firm to the tech space fully, with the caveat that this is not meant to be an exhaustive guide.
To start with, it’s important to state that there are different avenues in which a lawyer can function in the tech space. They are:
1. As a lawyer providing advisory services externally
2. As a legal counsel in-house
The third is more of a technical role and not necessarily a legal role. I have seen lawyers transition to becoming Product Managers, UI/UX designers, software developers, etc. in tech companies. The scope of this guide is more in the line of a legal counsel in an in-house role in a tech company.
My transition to the tech space started with me looking for another job. I was always of the opinion that working in-house wasn’t for me. But I took the job because I didn’t want to pass up the opportunity of working in the tech space. But within that time, I have had a very close working relationship with founders, venture capital firms and angel investors, and I have led a couple of funding transactions.
The first foundation I want to lay is that working as a lawyer for a tech company, either externally or in-house, there are only a few things that are radically different from what we have heard as lawyers. Don’t forget, “what we have heard”, not necessarily what all lawyers know in-depth. Also, don’t forget this is about the intersection of law and tech, and not strictly tech. Concepts like intellectual property, privacy and data protection, smart contracts, SLAs, venture capital etc., are concepts many are familiar with even in our day-to-day work as a lawyer.
So, what do I think are the things necessary for a lawyer to transition fully to the tech space. I’ll divide this into two segments:
I. Pre-transition
II. Transition fully
I. PRE-TRANSITION
1. WORK IN A LAW FIRM
I understand that not all lawyers who want to transition into the tech space would have this opportunity or probably prefer to go through this route. But I am of the firm opinion that working in a law firm before moving fully to the tech space would give you a very good footing in the space. Having probably advised clients on a deal as an external solicitor or having litigated a business dispute, you are better positioned to understand the risks inherent in business and how to safeguard your client when you have had such an experience before transitioning fully into the tech space. Drafting pleadings, making arguments in courts, negotiation meetings, client counselling and interviews etc, all give you a better grasp of the needs of entrepreneurs when you get to the tech space. I had the opportunity of working with a Senior Advocate of Nigeria, two senior lawyers, and over a year of my private practice before venturing into the tech space, and it was relatively easier for me to know how to navigate protecting the interest of the business because of my background.
When working on a transaction document with a partner entity, another tech company, or on the negotiation table, I know what to look out for, what to accept, and what not to. But like I mentioned earlier, not all lawyers may prefer this route or have the opportunity. But I am of the firm opinion that it helps.
2. INTEREST AND PERSONAL DEVELOPMENT BEYOND THE TRADITIONAL LAW FIELDS
One thing is clear and unarguable, we were not taught the law and tech intersection either in the University or Law School. So, a tech law or law tech enthusiast has a job of pursuing personal development in the space. You show that you are interested in transitioning. And your interest will show in your pursuits — courses, writings, sessions, etc.
These may even include having to spend your money in enrolling in these courses and acquiring these skills. There are a host of courses available online that can help you in getting a foot in the door in the space. I’ll give a few examples:
https://www.coursera.org/learn/privacy-law-data-protection this is a course on Coursera that falls under the Compliance specialization. It’s a good course to learn more about the privacy space; privacy is a very important concept in this present world of tech. This is not free, but Coursera has financial aid that you can apply for and you are likely to get it even with minimal effort.
There is the popular expression lawyers like to say: “lawyers know something about everything and everything about something”. But one bitter truth that some lawyers dislike to hear is that law is geographically limiting. However, tech has broken every geographical boundary, but the law is yet to get to that level. So, one way to get into the tech space, especially internationally, is to break that same boundary. Compliance is a splendid avenue to do that. AML/CFT compliance, risk management, privacy law and data protection etc, are all very options for a lawyer to beat the geographical limitations.
https://kftechstars.novoed.com/#!/courses/venture-deals-spring21/home. You might have seen the book: “Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist” by Brad Feld and Jason Mendelson. You can get the book at Roving Heights in Nigeria. The book is more like the foremost manual for venture capital deals. In some quarters, the book is called the “Startup Bible”. This is the course that the authors made out of the book. This course has a lot of the tech funding transaction concepts explained in an easy-to-understand way. Term Sheet, venture capital, convertible note, cap table, etc. This course is free, but it has periods when it is open for applications. You can be on the lookout.
You can attend webinars, seminars, and read up on your own in getting to that stage where you feel you can contribute to the law and tech discourse. And you also have to put yourself out there. Start with writing brief articles about the things you’ve read and learnt.
II. TRANSITION FULLY TO THE TECH SPACE
This is with the assumption that you have applied to work with a tech company and you have got in the door already.
3. BE BUSINESS INCLINED
When we talk about tech, there is so much focus on the ‘tech’, forgetting that there actually must be a business before the tech. Tech is the enabler of the business, not the other way round. Of course, there are cases where tech is the business — software as a service business. But the most important thing is that there must be a business. You are a lawyer, yes. But you must bring a value to the table beyond being a lawyer that can regurgitate what the law book says.
Understand the business model of the people you work with, know their unique value proposition, and contribute more than the law. That’s an excellent way of being indispensable. Enlightened founders and entrepreneurs know that having a lawyer is crucial, but they can know when you, as a lawyer, is dispensable.
4. BE PROACTIVE
Closely related to being business inclined is being proactive. This is even more important where you are the only lawyer in the business. You don’t have to wait for them to bring a problem to you before you contribute. Ask questions, probe into whatever business the company is pivoting to, and examine the risks and requirements in the light of the law and advise accordingly.
There are more financial technology companies in Nigeria than other type of tech companies. If you work in one, be familiar with applicable CBN regulations and licenses that the business needs to obtain.
5. BE WELL-GROUNDED, OPINIONATED, AND CONFIDENT
You need a healthy dose of self esteem and a bucketload of confidence as a lawyer. And you really have to be opinionated. This is controversial? Yes. But you have to be opinionated and knowledgeable while working as a lawyer in the tech environment. Hardly would you see a tech founder who doesn’t know what they are doing. They may even challenge your knowledge of the law. So, you have to be well-grounded, opinionated, and confident. Well-grounded in the law regulating the business, opinionated in proffering the right advice, and confident while at it. People would even know easily if you are not confident in what you say and the advice you proffer.
This is one way you prove your worth and indispensability.
6. EMBRACE COLLABORATION
There is a great possibility that you would encounter issues that you cannot resolve on your own. I remember the first time I had to work on a deep and complicated Convertible Note. I was lost and I had to reach out to a few colleagues for help with some of the clauses. Be open-minded and teachable.
Some of the few things I know in Excel were because I have been involved in some funding transactions and I was lost during the computation sessions. I had to speak to colleagues who are versed in it and ask questions. Do not underestimate what other people know and what they can teach you. Embrace collaborations and reach out to colleagues when you are stuck.
7. FLEXIBILITY
One of the foremost challenges I have had in this space has been with other lawyers. Many lawyers have to learn that strict courtroom mindset would be a stumbling block for your client in the tech space. Entrepreneurs want to move at the speed of light. In as much as you owe them a duty of proper legal protection, you also should not be the cog in their wheel. Be flexible. In negotiations. In drafting and reviewing legal documents.
Put on a business owner cap while thinking like a lawyer as well. I have seen some lawyers stall transactions either because of ego or for reasons that can be waived in the business's interest of their clients. Always seek a win-win. Where the interest of your client would not be negatively affected, learn to concede. Most entrepreneurs do not have the range to endure an unnecessarily rigid lawyer. They would move on to another one.
8. BE VERY IMAGINATIVE
The tech space is still a fledgling space, especially in Nigeria. This means as a lawyer, there are probably fewer precedents, both in documents and thoughts, to work with. This means you, as a lawyer in the tech space, has to be very imaginative in providing legal advisory to your client.
A quick example: You know in contractual documents under termination, we usually state that a breach of the terms of the contract would terminate the Agreement. I was working on a Co-Founders’ Agreement for a tech company recently and I thought of the implication on the company of stating that a breach of the Co-Founders’ Agreement would amount to termination. Even though there are different scenarios that may be painted from this, I believe such clause may ultimately have an adverse effect on the Company, and you really have to separate the Company from the founders. Be imaginative to anticipate scenarios as this and find proper protective clauses. Don’t be slavish to precedents.
This applies in many other instances, and it is important that a lawyer can imagine many of these scenarios and make provisions for them. One of the most important tools of a lawyer is the mind. Use it well.
9. CONTINUOUSLY UNDERSTANDING THE TECH SPACE
Just like law, the beauty of tech is that the space is multifaceted and continuously evolving. And for a relatively young space, the opportunities are boundless, but the players are few. “The harvest is plentiful but the labourers are few”.
As a lawyer in the space, you cannot rest on your oars. Be committed to continuous learning and understanding the evolving tech space. Continue to seek knowledge.
There are new concepts like non-fungible tokens (NFTs), Web 3.0 as opposed to Web 2.0, metaverse, etc. This article explains the concept of metaverse and Web3 for beginners: https://sifted.eu/articles/metaverse-what-is-it-guide/ and also includes a short section on the opinion of lawyers regarding metaverse.
As the space grows, the needs of clients, founders, and other players in the space would continue to grow and they would continuously need problem solvers like lawyers. To me, this feels more like a blue ocean. We all have the opportunity to set the pace as lawyers in it.
