The Answer to What a General Counsel Does
When asked about how Hopkins Centrich acts as a ‘General Counsel’ services we tend to cite this – it means acting as outside lawyer for all business related law issue and occasional chief compliance officer to a variety of privately owned companies, tech companies, healthcare providers, architectural firms, among others . . . as well as advisor to start-up ventures.
The attorneys at Hopkins Centrich spend a few hours a week or so explaining how we act as outside General Council for mid-cap sized (among others) companies. The thing about providing general council services is that they are so wide ranging and involve so many areas of the law that it’s rather difficult to summarize. And, once we start using examples, the discussion tends to then focus too much on one area of the law at the expense of others – all of which can and probably will popup over the course of any business life.
It’s also, we’ve discovered on more than a few occasions, hard to adequately portray how early legal issues have long-lasting effects through the life of a company while compounding as more issues arise in the course of day to day operations. In short, it can get awfully complicated, awfully quickly.
Max’s Silicon Valley and General Counsels
There is a shortcut, however, to explaining our general counsel practice: watch Max’s Silicon Valley. Short and concise: HBO’s Silicon Valley wouldn’t have lasted a season if Pied Piper had hired a general council in the first or second episode. The show is a running example of what happens when a company doesn’t have a dedicated law firm to turn to.
Anyone who’s seen the show - by all accounts that’s virtually everyone in the real Silicon Valley, as well as tech companies and startups around the country - instantly get it.
Silicon Valley is funny, sometimes hysterically so, smart, sometimes ingeniously profane, and, ultimately, enormously entertaining. It also gets almost everything right. It has been, justly, universally hailed as a dead-on look at start-ups and business in the 2010s.
About Silicon Valley and Pied Piper
For those who may not be following Silicon Valley (if you own a startup, it really is a must see), it's a half-hour comedy centered around a tech startup operating out of a Silicon Valley 'incubator' that looks a lot like a ranch house in the suburbs. Because it is.
The company is called Pied Piper (to everyone but the founder's derision), it has developed an algorithm that could revolutionize file compression - making video, chats, and a whole lot of other internet stuff a lot faster.
The product has great potential. The company needs money. Through the first seasons the show takes a meandering, crooked, ultimately accurate path as Pied Piper deals with venture capitalists, non-disclosure agreements, trademarks, intellectual property, employment contracts, non-compete clauses, investment agreements, proxy fights, board of director formation/dissolution/reforming, succession issues, conflicts of interests among officers, offer sheets, lawsuits ... the show has them all, and a lot more.
Silicon Valley revolves around a (tunnel) visionary, Richard Hendricks, and the small group of fellow coders he puts together to pursue his dream. The team is brilliant, idiosyncratic, and despite some evident dysfunction, genius.
Genius without a clue about how to start, operate, and fund a company. They go about it all by trial and error and listening to friends in the industry who are full of business stories but remarkably short on expertise.
Stumbling Out of the Gate Without a Lawyer
To say Pied Piper stumbles out of the gate would be an understatement, they find out quickly, just before a major meeting about funding, that their name has already been taken. The negotiations to buy the name are as humorous as the lesson is sobering.
As the company goes through the ups, downs, restructuring, funding, refunding, distributing shares, redistributing shares, and entertaining more funding offers and takeovers, they careen through a veritable minefield of legal issues.
Contracts are signed, torn up, renegotiated on an almost daily basis, non-disclosures are waved around like foam #1 fingers at a football game, directors are appointed, asked to quit, reappointed at a dizzying rate.
They are a new company, albeit with funding on the way, but they don’t have the funds or the time to consult a Silicon Valley attorney. So, they stumble through the distasteful detail work.
Then … they pay for it. Silicon Valley is nothing if not depressingly harsh on their protagonists – every mistake and/or rushed judgement they make comes back to haunt them. Every single one.
A non-disclosure agreement signed in Season One without benefit of council, rears its ugly head in Season Three. The appointment of a director, also in Season One, with a 10% share of the company, has far reaching effects through to the end of the series.
Impressively, all of Season 2 revolved around an employment agreement signed in a moment of desperation with the tech giant Hooli (a very thinly disguised Google) that results in Hooli v . Hendricks. Hooli has accused Richard of proprietary theft – in his short tenure with Hooli, Richard briefly used a company computer to test his world-shaking algorithm. The subsequent arbitration hearings involve patents, contracts, and a non-compete clause that apparently neither Richard nor anyone else read.