Most large venture deals require that the Company’s outside legal counsel issue a customary legal opinion, addressed to the investors in the financing, in order to give the investors comfort that the company’s legal affairs are in order. For companies that have been represented since formation by large regional or national counsel with venture capital experience, this requirement generally is not overly burdensome. However, where counsel has not represented the company since formation or is unfamiliar with VC deals, the legal opinion can become an expensive part of the process and a potential delay in the timing of the financing. Below is a short primer on why VCs require legal opinions and the process and cost typically required for a law firm to issue such an opinion.
- Biglaw, Career Alternatives, Dewey & LeBoeuf, Lexis-Nexis, LexisNexis / Lexis-Nexis, Music, Rap, Videos, Weirdness, Westlaw, YouTube
F. Scott Fitzgerald once opined that there were “no second acts in American lives.” Similarly, Biz Markie once opined “’cause we all pick our boogers sometime every day.” If you’re already lost, allow me to explain. This is the story of a former Biglaw attorney and his second act. He and his friends started a website devoted to rap lyrics. The website annotates rap lyrics, and it’s this system of annotation that the founders of the website hope will take over the web (including legal research). The website was recently funded by venture capitalists, and the resulting hype has ping-ponged across the web at a pace so rapid that you’d be excused if you made like Steinski and wondered, “What does it all mean?” (affiliate link).
The interviews that have fed the myriad profiles of the site’s founders have been nothing short of entertaining. Just last week, Gawker was prompted to write a guide to the site, rapgenius.com, which managed to sound both condescending and wildly equivocating and which did nothing but illuminate the author’s squeamishness. This promises to not be like that. I don’t know if Rap Genius is going to be Wikipedia or Pets.com.
What I do know is that a Biglaw dropout just ganked $15 million from Marc Andreessen and wants to edge out Westlaw and Lexis (good luck with that).
Keep reading to find out where he went to law school and what firm he worked at. And if you want to see his shirtless YouTube diss track (no homo)….
- Antonin Scalia, Attorney Misconduct, Bankruptcy, Biglaw, California, Deaths, Dewey & LeBoeuf, Election 2012, Gender, Howrey LLP, Joe Biden, Law Schools, Morning Docket, Partner Issues, SCOTUS, Sexism, Sexual Harassment, Silicon Valley, Supreme Court, Women's Issues
* Presidential campaigns for Election 2012 are focusing in on the Supreme Court and future appointments to the high court, and Vice President Joe Biden is really not a fan of Justice Scalia. [POLITICO]
* Dewey know what the ramifications of D&L’s $50M insurance policy will mean for the resolution of the failed firm’s bankruptcy proceedings? Well, Steve Davis is probably happy. [Thomson Reuters News & Insight]
* Howrey going to pay off all of our creditors? Probably by dipping into the coffers of the 70 other law firms that took on our defectors. Have fun with all of those subpoenas. [Capital Business / Washington Post]
* The percentage of women in Biglaw partnership positions is up 2.8% since 2003, but the equity gender gap remains. At least some progress is being made. [National Law Journal]
* “I thought your papers were terrific, I just disagreed with them.” Kleiner Perkins isn’t a fan of backhanded compliments, so the firm is appealing a judge’s decision to keep Ellen Pao’s case out of arbitration. [Reuters]
* James Holmes, the alleged shooter in the Aurora movie-theater massacre, is scheduled to make his first court appearance today for an initial advisement. Thus far, he’s facing at least 71 charges. [Denver Post]
* The class action suit filed against Cooley Law over its allegedly deceptive employment statistics has been dismissed, much like the NYLS lawsuit before it. More on the dismissal to come later today. [WSJ Law Blog]
* “Sex isn’t going to buy me dinner.” Michael Winner, the attorney accused of offering “pro boner” assistance to female inmates, claims in an interview that the allegations against him are “just plain false.” [WSB-TV Atlanta]
- ACLU, Biglaw, California, Dewey & LeBoeuf, Federal Judges, Gender, Law Schools, Money, Morning Docket, Partner Issues, Senate Judiciary Committee, Sexism, Sexual Harassment, Silicon Valley, Trials
* Our thoughts and prayers go out to the people of Aurora, Colorado. [CNN]
* Dewey know why the deadline for agreeing to a proposed $103.6M settlement for former D&L partners has been pushed back? It looks like these people are still unhappy with the very thought of parting with their money. [Am Law Daily]
* Four judicial nominees were approved by the Senate Judiciary Committee to fill federal district court positions in California, New York, and Pennsylvania. Now it’s time to hurry up and wait for a final vote on the Senate floor. [National Law Journal]
* “This is a garden variety sex harassment case.” That may be true, but when you’re dealing with a high-profile venture capital firm, and the plaintiff is an ex-Biglaw associate, you’re probably going to get some really bad press. [Washington Post]
* Opening statements in Sheriff Joe Arpaio’s racial discrimination trial were heard yesterday. Even “America’s Toughest Sheriff” might cower in light of plaintiff representation by Covington & Burling and the ACLU. [CNN]
* Washburn University School of Law is planning to build a new facility for $40M. Unfortunately, the school will never be able to amass the funds needed to kill all the gunners, but we can still dream. [Kansas City Star]
- Biglaw, California, Deaths, Football, Law School Deans, Law Schools, Morning Docket, Police, Silicon Valley, Texas, Trials, Women's Issues
* Kleiner Perkins responded to Ellen Pao’s gender discrimination suit, and it’s not pretty. Not only does the firm’s answer deny her allegations, but it also calls into question her work product. [San Jose Mercury News]
* Joe Amendola’s preferred strategy at the Jerry Sandusky trial seems to be the use of the “tried and tested technique” of ignoring all of the alleged accusers’ tears and making them cry all over again. [New York Times]
* Who in their right mind would attempt to fake being a lawyer these days? Michelle Fyfe, a 43-year-old woman from Texas, is accused of forging a law degree from SMU Dedman School of Law. [Dallas Morning News (sub. req.)]
* Say hello to Baltimore Law’s new dean, Ronald Weich, the former assistant attorney general who penned the notorious false gun letter to Congress. Surely this ex-DOJ official will stand up to Bogomolny. [The Hill]
* This must be like getting it caught in your zipper — but much, much worse. A Brooklyn man claims that members of the NYPD “strangled his penis,” so he’s suing. [Huffington Post via Courthouse News Service]
* Reuben G. Clark Jr., a founding partner of Wilmer Cutler & Pickering (WilmerHale), RIP. [Washington Post]
- Bankruptcy, Barack Obama, Biglaw, California, Dewey & LeBoeuf, Dissolution, Election 2012, Federal Judges, Gender, Gloria Allred, Harvard Law Review, John Marshall Law School, Law Reviews, Law Schools, Marijuana, Money, Morning Docket, United Kingdom / Great Britain, Women's Issues
* Dewey know how deep in the red D&L’s international operations were? Enough to make you shout bloody hell and sacré bleu: the U.K. and Paris offices had liabilities of at least $175M. [Financial Times (reg. req.)]
* “To the extent that we the estate have claims, we would like to settle those claims sooner rather than later.” The joke’s on you if you thought you’d be able to keep your Dewey defector money. [Wall Street Journal (sub. req.)]
* According to the allegations in former Cravath associate Ellen Pao’s sex discrimination suit against venture capital firm Kleiner Perkins, the “Mad Men” culture seems to be alive and well in Silicon Valley. [New York Times]
* Who will be the first to puff, puff, pass the vote — Obama or Romney? It looks like the path to the White House in Election 2012 might depend upon the legalization of marijuana in key states like Colorado. [Reuters]
* Apparently you can’t take the “duh” out of “Flori-duh” when it comes to voting laws without a fight in the courts. A federal judge has blocked portions of the Sunshine State’s “onerous” voter registration law. [Bloomberg]
* “People want to go to our school, and why should we say no?” Because they can’t get jobs? Northwestern Law is considering shrinking its class sizes; John Marshall Law, not so much. [Crain's Chicago Business]
* Stop crying about coming in second in the U.S. News rankings, Harvard, because you can still brag about beating Yale in having the most-cited law review articles of all time… for now. [National Law Journal (reg. req.)]
* Gloria Allred is representing one of the Miami “zombie’s” girlfriends for reasons unknown. Maybe the zombie apocalypse is truly upon is and she saw an opportunity to stand up for undead women’s rights. [CBS Miami]
A prominent venture capitalist, Fred Wilson, has a question: Why do lawyers cost so darn much?
That’s the gist of Wilson’s recent blog post, A Challenge To Startup Lawyers, in which he discusses a recent investment his fund closed, a seed round. The parties used standard form documents, without negotiation, and the investors had no counsel: “We just signed the standard documents, which were tweaked to reflect the round size, share price, and board provision in the term sheet.”
The legal fees for this rather straightforward deal came to $17,000. That’s pocket change for a successful financier like Fred Wilson, but he still wasn’t happy about it. Given how little work was involved, couldn’t the legal bill have been even lower?
This experience led Wilson to come up with a challenge to lawyers who represent startup companies….