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Great advice from The Lawyer Whisperer

April 23, 2019
Question

As the only lawyer in a mid-stage start up, how can I protect myself in the event the execs hire a more seasoned GC over me? Can I negotiate to leave with a fully vested stock package?

answer
Julie Q. Brush

There’s a new legal sheriff in town…And it’s you.

As the sole legal eagle at a startup company, the position can…and often is exhilarating, fast-paced and challenging. It’s also empowering to be in such a position of authority and influence within an organization. But as a less experienced attorney, there is a very real possibility that a more seasoned General Counsel will be hired over you as the company scales and inches closer to a liquidity event. So how can you protect yourself in the event this occurs?

To begin, there are three possible outcomes if you are replaced at the top:

  1. You remain with the company and report to the new GC as his/her permanent or temporary second in command.
  2. You voluntarily leave the company because you are not happy that a new GC has taken your role and you no longer see a career path in the organization.
  3. You are terminated by the incoming GC.

With regard to “protecting” yourself in any of these scenarios, there are a few measures you can…and should take:

Be Great From The Word “Go”.

Ok, so this is a prerequisite for any professional.But, it is especially important for you because your situation presents greater career risk. So, from the time the starting gun pops, focus on being great. What exactly does that mean? Be responsive, deliver high quality work product, be reliable, be curious, always seek to improve, work hard, move the business forward, possess good communication skills, work well with others, be respectful to everyone, demonstrate professional courtesy…and the list goes on. By being great in your current role, you will create a strong reputation in the organization as well as build relationship equity with the executives. This will increase the likelihood that you’ll be promoted when the time comes – or at the very least you’ll preserve your own job security.

Create a Career Plan and Execute.

You’re entering a situation that has the potential to end poorly. So, you’ll need to create a plan to achieve your goals in the role, which undoubtedly includes the solidified designation as permanent company GC. So, determine what you’ll need to do and how you’ll need to execute. Then write it all down in detail. As part of that effort, create a 30day-90day-6mo-1 year plan for what you plan to achieve for the department and the organization.

Keep Executives Informed of Your Progress and Accomplishments.

I’m not talking about shameless self-promotion and bragging. I’m talking about communicating your roadmap and creating a process whereby your executive colleagues are aware of your progress and how it’s benefiting them…and the organization. Most of the time lawyers are heads down, grinding away without much focus on what’s around them. So the importance of what they are achieving gets lost. The other executives are focused on their worlds as well. So nobody is going to know how well you’re doing unless you tell them.

Be Prepared for a New GC.

There is the possibility it could happen. And if it does, you must be prepared. If you want to leave, you’ll need to have a calm, cool and collected head as you walk out the door (remember how small the professional world is). But if you want to stay,feelings of disappointment and anxiety over job will security may escalate. To do your best to preserve your job, make your intentions known by communicating your goals in a positive and productive way to start the relationship on a positive note. Below is an example:

“Catherine, thank you for taking the time to meet with me. Congratulations on your new position as General Counsel. You’ve got amazing experience from which the company will benefit. I look forward to learning from you and being part of the new team. During my two-year tenure here, I’ve known the organization well and am here to support you in any way I can. Once you’re acclimated, let me know your availability for lunch or a drink after work to discuss the lay of the land in greater detail.”

Finally, whether you choose to leave or are asked to leave, be prepared to explore the employment market if change is in the air. Keep your resume current and finger on the pulse of the market. So if/when the time comes…you’re ready.

Can You Negotiate To Leave With A Fully Vested Stock Package?

No. But it is possible to negotiate a severance package in the event you are terminated. The dollar amount varies from company to company. Some are set, but others can be negotiated in depending on the situation.

As executives have become savvier and valued more of what lawyers have to offer…and lawyers have become more business oriented and multidimensional, the corporate world has been populated with legal executives at increasingly earlier stages of a company’s life. The profile of such lawyers varies – from mid-level commercial lawyer all the way to battle-tested General Counsel. And while some mid-company execs gun for the prototypical GC right away, others hire a less experienced lawyer to block and tackle with the intent of hiring an experienced GC later.

Your situation resembles the latter, but it’s hard to tell whether your execs have adopted this strategy or whether they intend to keep you in place. Regardless, your position in the company is vulnerable and you’ll need to do what you can to protect it within the organization. You will not be able to negotiate an accelerated stock vest and there will be no quick or easy fixes, but the recommendations above will increase your chances of staying in the top spot and preserving your options in the event it’s taken away.

Best of luck!

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