Greg Sheehans Podcast

Ep 22: Chris Thomas: StartUp Lawyer

April 15, 2024 Greg Sheehan Season 1 Episode 22
Ep 22: Chris Thomas: StartUp Lawyer
Greg Sheehans Podcast
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Greg Sheehans Podcast
Ep 22: Chris Thomas: StartUp Lawyer
Apr 15, 2024 Season 1 Episode 22
Greg Sheehan

Send us a Text Message.

Join me in a masterclass on things to consider legally as you navigate the earliest days of your StartUp.

We get into raising capital, shareholders agreements, dividing equity amongst founders and even dive into how technology might start impacting on the legal profession.

You can connect with Chris via LinkedIn and check him out at his law firm Duncan Cotterill.   

Show Notes Transcript Chapter Markers

Send us a Text Message.

Join me in a masterclass on things to consider legally as you navigate the earliest days of your StartUp.

We get into raising capital, shareholders agreements, dividing equity amongst founders and even dive into how technology might start impacting on the legal profession.

You can connect with Chris via LinkedIn and check him out at his law firm Duncan Cotterill.   

Speaker 1:

I do genuinely believe in taking responsibility for what you're doing in an intense way, making sure that when it's on me, it's on me and not looking for scapegoats or things like that, and that's exactly the kind of thing that anybody that's looking for a good lawyer would want that person to say.

Speaker 2:

Chris is not a founder, but he is deep within the founder community as a lawyer specialising in startups.

Speaker 1:

It's about really thinking about the client and not about yourself.

Speaker 2:

Is there something that you consider is just an absolute superpower of yours that makes life as a lawyer?

Speaker 1:

easier. I think I do become quite passionate about my clients. I try and meet with them in person as much as I can. I don't have as much at stake as these people, but I feel for them. I'm on their side. I want to go the extra mile and do that extra bit of work late at night to turn that around for them, because you want them to succeed. You're part of the team.

Speaker 2:

Hey everybody, it's Greg Sheehan. Welcome to my podcast, where you will hear from a range of guests, including those from the startup world and those that have had incredibly interesting lives and some stories to tell. I would really appreciate it if you could hit the follow button and share this amongst your friends, but, as you know, time is limited, so let's get on with it and hear from our next guest. Limited, so let's get on with it and hear from our next guest. My guest today is Chris Thomas. Chris is a partner at Duncan Cottrell in Wellington, new Zealand, and this is a little bit of a different episode for me.

Speaker 2:

Chris is not a founder, but he is deep within the founder community as a lawyer specialising in startups. So we're going to probably go to some different places today to what we would normally do, and we're going to talk about the law and Chris's journey as well. So, chris, welcome to the show. Thanks, greg. Great to be here. Chris, I'd love to start, as I always do, with a little bit of background about how you got to be here. So were you a kid that always grew up to want to be a lawyer?

Speaker 1:

I don't think so, greg. I was a kid who liked being outside and riding bikes and doing all the things that young boys do. I grew up in Taranaki and went to school a little bit at Stratford, close to where I grew up, and managed to graduate, somehow, managed to get a good job, and it's been about 12 years, I think, since then practicing. So I think, like a lot of lawyers, found an area that they enjoyed, a little bit by accident, a little bit by intention, but I found myself in this sort of startup VC focusing on capital raise, focusing on helping founders through this journey from conception to exit and really enjoying it.

Speaker 2:

Oh, that's superb, and I think because the reality of startups is that they are such a different beast to the normal part of the commercial world. So do you find that as to how you practice law in and around startups is quite different to how you might practice law for much more established you know larger businesses?

Speaker 1:

Yeah, definitely. One thing is that you're dealing with the owners of the business. You're dealing with the people who have it all on the line, and that makes it a really exciting area to be in People who are really financially, but also just emotionally, invested in the project. Often, if you're dealing with big corporates, you're dealing with GCs or general counsels or other lawyers or other commercial managers, and they are also passionate about their job. But there's a different level of intensity, as you know, greg, when you're dealing with founders. They are just an awesome bunch of people to be working with on a day-to-day basis.

Speaker 2:

They're a different breed, aren't they? And given that they are a bit of a different breed, does it make it challenging to work with them, because they don't necessarily see logic as well as maybe you would hope?

Speaker 1:

They're a beautiful combination between being realistic. They are usually quite realist and passionate about their vision and willing to go above and beyond to do that. I find them, for the most part, very pragmatic. They understand the limitations but beyond that they are pushing hard in an intensity that most clients and most people don't probably understand. But it's good fun. It makes it really good fun.

Speaker 2:

And what are you seeing out there at the moment? Obviously, the environment we've been in has been quite challenging for startups over the last couple of years. We're heading into winter. Here in the southern hemisphere, the economic outlook is not looking any rosier. It's probably looking worse. Globally it's not looking great and, as we all know, startups are challenging at the best of times. So what are you seeing out there in terms of, you know, early stage, even later stage, for us here in New Zealand?

Speaker 1:

Yeah, I feel really sorry for founders actually. I mean they were for I mean, I'm going to say, a decade. They were asked by the investment community to push for growth at all costs. Really Grow, grow, grow. Don't worry about revenue, don't worry about being cashflow positive. And then essentially and then that culminated in a massive 2021, probably the heady days of 2021, with a lot of cheap cash, a lot of dry powder, a lot of activity and then it turned really within a few months, early 2022, where we use your revenue, be cash flow positive bootstrap for a little bit longer.

Speaker 1:

So there's been an adjustment over the last few years for founders to try and focus their business more on revenue, more on being cash flow positive. Times are still tight. It's still difficult to get capital raises over the line. I think things are turning a little bit. I suspect that has something to do with the macro environment in terms of monetary policy and that sort of stuff. Cash might become a little bit cheaper in the next six months, but it is still hard. It is still hard for a lot of founders. It's particularly hard for companies that you might not say are VC investable or companies like in the consumer products space or products that are not SaaS products, fintech, those types of sexy products. I suppose, greg, it's even more difficult for them, but they understand the situation. They know that they have to bootstrap for a bit longer and external capital is quite difficult to come for them. But, as going back to our previous chat, these people are highly motivated and driven and they get up every day.

Speaker 2:

Yeah, and one of the things I'm keen to focus on today is probably the earlier stages of a venture. As you start to get into the mid or the late stages, the nuances around the legal aspect start to get a little bit nuanced and so it probably gets a little bit tricky to deal with that en masse. So if we sort of put a focus on those earlier stages, what do you think founders should be thinking as they are starting to get started they're raising capital, et cetera, around their involvement with the law. What sort of things should they be thinking about? Because often it feels like they deal with it as an add-on, as a secondary thought, rather than necessarily getting involved with a lawyer early.

Speaker 1:

Let's say pre-incorporation, and by that I mean before you incorporate the company that you're going to use to be the vehicle for your startup. If there's more than one founder, I think it's really important to think about the ownership of the company right at the start. Are you all bringing let's say there's three of you are you all bringing the same amount of value? And so when you eventually get to incorporate a company, is it going to be a third, a third, a third, or is it going to be something different? I mean, I think it's worthwhile engaging with a lawyer at that time, but I think it's not necessarily required. We have such good tools in New Zealand. You can incorporate a company very easily without really engaging a lawyer, and so you can save a whole lot of money because of how easy it is to do those things. But I would turn your mind to it as a founder group, because it's important that you're all on the same page about the skill set that you're bringing and what that's worth in terms of that early, early shareholding and that cap table right at the start.

Speaker 1:

I think then you know, once you've got that sorted, then there are a few things probably that you want to think about from a legal perspective. You want to know whether you guys, whether the team, should be employees or contractors, or whether you should register trademarks, or if you have an invention that should be subject to a patent. Now, all of these things are kind of nice to have and somewhat important, but they all need to be defended. So you need the funds to defend your patent or you need the funds to enforce these sorts of things. So I think really the key thing is, if the founder group are tight, they get along, they understand the vision and they are working as one, then you're going to avoid a whole lot of legal issues. When you then start to engage with investors and look to see what those terms might be, what the dilution might be, things like that, focus on staying as a unit. Don't worry too much about other sort of technical legal stuff.

Speaker 2:

And if you are engaging with investors and the investors look at the cap table and let's just use your example so, third, a third, a third, you've got, let's say, a technical founder, a brand storyteller and maybe a more operational, focused person, and the investors look at it and go well, actually, one of you is really not involved. You put some cash in but you're really not involved. And I don't like having this much deadweight capital on the cap table. What can you do at that point? So we've already issued shares. What's available to do at that point?

Speaker 1:

So we've already issued shares, what's available to founders at that point. It's a thing that happens a lot and it's quite a I'm not going to say common, but it is something that investors look at. They'll look at a cap table and say going forward, you're going to need several rounds of capital. The key founder or founders are going to be significantly diluted from where they are at the moment and their motivation, their incentive to push hard to get this over the line to an exit, might be questioned at that point. And so they will look at the cap table, like you say, and think maybe we need to correct this situation. One thing to say is legally, it's quite difficult to say, oh, here's this beautiful legal procedure to get this done. That's really not what we're talking about here. What we're talking about here is again probably the relationship between the founders. What are the founders working towards? And then just some commercial realities From the perspective of the founders, who are continuing and going to be very important to the business going forward.

Speaker 1:

If they have a dispute with a founder that is ongoing and unresolved ie, we need you to move your one-third shareholding down to X percent, whatever it is the company will really struggle to get VC or other sophisticated investment into the company, also from the founder who may not be needed anymore within the company. One third of nothing is still nothing. So in some ways their commercial position aligns quite nicely. And you can say to the exiting founder or the reluctantly exiting founder look, you're no longer needed, your skills aren't needed anymore. We need to open up the cap table, but we'll give you 5% I'm just making that number up, but 5% the other investors and you say, well, so you're still involved, you've still got some skin in the game. We're going to the moon and we can get this money in if we do that, and that's usually where that would land. And so it is just a commercial discussion and trying to set out the commercial realities to all the parties.

Speaker 2:

Yeah, and if that's not the case and you have actually got sort of a well-drafted agreement to allow for founders that either drop away or are not really being involved or of use, what are some of the provisions that you can include early on around? Is it vesting and those sorts of things?

Speaker 1:

Yeah, that's right. That's right. So my instinct is founders right at the start if they are very close really good friends grew up together absolutely trust each other you might not need any of these provisions. But if you're not so close, you might need some sort of vesting arrangement and that sort of just says that there's a mechanism, essentially for a founder's shares to be bought back by the company and therefore opening up the cap table for the remaining founders to have a greater share at the start of the capital raising process. And there are different triggers for that.

Speaker 1:

The main one is if you cease to be involved in the company and that's probably what we're talking about here cease to be involved in the company, then a certain percentage can be pulled back Again. I think from a VC perspective or from an investor's perspective, enforcing that in a way that there's still angst and there's still an underlying dispute is probably less ideal than if you're coming to the table, you're having this chat, what's reasonable, all resolved legally, and then the investors know that it's done and dusted and they can move on. It's not going to come back and hit the company somehow.

Speaker 2:

How often do you see founders fall out in those early stages?

Speaker 1:

Yeah, I think it's one of the key reasons why startups are dead on arrival. Essentially, it could have been a long journey from conception to development, the first raise. They could have just been talking across purposes the whole time. So it's not uncommon. It's certainly not an everyday event, thankfully, because it is really what kills value and what kills the time and effort that these people have put in and the ideas that they have. But it's not uncommon, unfortunately.

Speaker 2:

Yeah, and what other things should founders be thinking about at those earliest stages of getting involved with a lawyer and getting their startup underway, if?

Speaker 1:

you're looking to raise capital. Like I said, my instinct is to do very little legally early on, or at least try not to spend too much money early on. We here are very sort of founder-friendly or startup-friendly and make sure that we manage costs carefully early on. That's a key thing for startups until they can raise some capital. But the thing you want to think about, the key thing for founders is the dilutionary impact of the raise, and so what we're seeing more and more is less capital raising, where you have a valuation for the company and you're issuing actual shares and you're negotiating a shareholder's agreement and constitution and more.

Speaker 1:

It used to be a convertible note and now it's more a safe note, which is a simple agreement for future equity. It is this mechanism that's come out of the US and it's sort of taking over the New Zealand early stage. What used to be pre-seed and seed is now almost always a safe round. We can go into it more, but it just saves a whole lot of money and time means you don't have to really have a valuation and you can get cash in the door to have a little bit of runway until you can get a fair valuation and get a few milestones.

Speaker 2:

And does a safe note essentially work like a convertible note in the sense that it is largely it's almost a debt instrument, or is it purely equity?

Speaker 1:

That would be. Its distinguishing feature from a convertible note is that it's not debt, it's not repaid and it doesn't have a maturity date and you don't need to repay it at that maturity date. It is, for all intents and purposes, equity and you get issued that equity at a future date, most likely when you raise capital next, and so there's no interest on it. This is the common position, greg, obviously change and whatnot, but yeah, and that's why it is an incredibly founder-friendly instrument. You don't have to repay it and the cost of preparing a safe versus the cost of doing a price round is significant and that really does help founders just to get cash in. Get through a few of those milestones to prove that this works and that they've got something here, and then they can do a price round and shareholders agreements.

Speaker 2:

So I used to be, back in the day, an accountant in public practice and I used to have a bit of a saying with clients that you need a shareholders agreement because there's almost a Murphy's law principle that applies that if you don't have a shareholders agreement, you can pretty much guarantee that you'll need one, and if you do have one, you can almost guarantee it'll never be used. It's a paradox, so therefore it makes good sense to put one in place. Thoughts around shareholders agreements at the early stages.

Speaker 1:

Yeah, I see what you're saying, greg. I think it is important to have a think about some key matters contractual matters that founders, as between themselves, might want to think about. I'm always a little bit reluctant to get a shareholders agreement in place. If you're a VC, investable startup, the plan is to get a whole lot of capital in to do multiple rounds of raising. You just need that capital injection early on to then turn that revenue tap on and explode.

Speaker 1:

There are probably only a couple of things you want to think about early on.

Speaker 1:

So when you say shareholders agreement, often you think of this 40-page document which includes the template that we pull out, and there it goes.

Speaker 1:

But actually you probably need to think about two or three or four things early on that are important for founders to preserve just a little bit of faith that, if something goes wrong, we can sort this out. One is the vesting. If you're not best mates, one is the vesting, the other is probably this is probably the same point, but you can't transfer your shares to a third party without first offering them to us. The vesting will deal with that anyway, because you won't be able to transfer them at all, and there might be a couple of other things that none that kind of really rush to mind. In that early stage thing, and in terms of giving shares to employees and things like that, it's probably a bit early to be doing that anyway, but maybe not. So I think if you laser, focus in on the key legal risks and you put a two-, three page or four page document together and there are plenty of good templates in that that run around you can save a whole lot of costs and you can resolve those key legal risks early on.

Speaker 2:

And what are some of the other common mistakes that you see founders making early on and maybe through pre-seed and seed, where they get caught up legally? Do you see sort of common themes coming across your desk?

Speaker 1:

Yeah, I think, and it could be where we're at in the cycle, greg. We're going from the heady days of 21 to where we are now. I think you've got to really carefully consider valuation of the company. As a founder, I think your instinct is to have the highest valuation possible as early as possible, and that is good from a dilutionary perspective. But if you're getting beyond friends and family, who'll probably do whatever you want, if you've done a VC raise or a sophisticated investor raise and you've got a couple of people who know what they're doing on your cap table and maybe there was some really good news and money was cheap and a very high valuation If it's too high, it's going to be quite difficult.

Speaker 1:

Well, the next raise ordinarily needs to be higher than that high valuation. So you put a lot of pressure on yourself to make and let's say that raise. You only get a 12-month runway. You're putting a lot of pressure on yourself in that 12 months to get to a point where you can have a valuation that's significantly higher than that previously high valuation. So there is no real science to this. As you know, greg, there's no real science to this early stage valuation stuff.

Speaker 1:

But I always encourage founders to think about the next raise. Think about having to go to share. There might be anti-dilution rights, which is those original shareholders get a few investors get a few shares because it's below their valuation. It might be that you've just got to go out to them and say, look, this isn't working, we need to raise and we need to raise at a lower valuation. That's not a pleasant experience for founders, and so I would think you've got to be careful about dilution. You've got to be careful not to sell too much of your company early on, but equally, you have to try and avoid the mistake of having a really high valuation at those early stages.

Speaker 2:

And what about sort of the IP? So, as you said earlier, trademarks, patents, etc. When should founders be starting to think about protecting whatever IP they have in the business?

Speaker 1:

Yeah, I think, in terms of trademarks again, the beauty of living in this fantastic, open, transparent economy is that you can do these things quite quickly and you can register a trademark quite cheaply and quite efficiently, and I think it is something where you need specialist expertise. So I would go to a lawyer or whomever who knows how to do it and to protect your brand and your unique name, and that makes it a whole lot easier. If someone tries to copy, you just tell them hey, we have a registered trademark and you need to cease and desist. That you don't need to prove that you've used it. You don't need to do other things if you haven't registered a trademark With a patent.

Speaker 1:

This is outside of my expertise, but in terms of patent law, there are specialist patent attorneys who do this sort of stuff. But my feeling is always that whatever you do early on to protect your legal position, you need to have the resources to be able to protect it, to defend it, and so if the cost and time required to register a patent just to not be able to have the money to enforce that patent or to defend it, you have to make that as a founding unit. You have to make that call and that is a commercial decision really, and it might be that you can take a little bit of risk for a little bit longer not to do that, just until you can get some more money in Now. It's commercially reasonable to do that thing.

Speaker 2:

And an area that is possibly a little bit of left field and it's certainly not a common path these days is an early listing. So for a whole bunch of reasons, there have been very, very few tech company high growth early stage listings on the NZX for the last you know however many years, and those that have have typically kind of found it a little bit. What's your thoughts on this? I mean, I guess there's been one standout example in Xero. It was very early stage, so it did a $15 million IPO raise on a $50 million pre-money valuation and with monthly revenues I think from memory and I stand to be corrected but about $3,000 a month. So really early and underwritten, et cetera. And obviously the rest is history Big market, exceptional founders. What's your thoughts on that path for startups these days?

Speaker 1:

Yeah, it's a good question.

Speaker 1:

One thing I can say is for the founders that I talk to, it's not often front of mind that they will for founders in New Zealand. I listen to a lot of US podcasts with U podcasts with US founders talking, and it is front of mind for US investors and that's probably given the nature of their public capital markets are probably different to ours. But for New Zealand founders it is just not front of mind. They're thinking more about potential private exits, so a full sale, and therefore thinking about sort of strategic buyers or PEs or things like that. But they don't often turn their mind sort of while they're going through the growth process, while they're going through various rounds of capital raising, that they're positioning themselves for a listing. I'm not entirely sure why. I wonder whether it is because of, like you say, there was a flurry of tech listings and sort of the early teens and they haven't all gone to plan, and so maybe it is just that, greg, that there's not a lot of shining lights that they can look to, but otherwise I'm really not sure.

Speaker 2:

Yeah, it's interesting to look at and I think even in Australia, where things are quite different now, where companies will list earlier and you know obviously a bigger market, bigger financial services market around it. Whether it's audacity, I don't know. I was actually talking to Rob Vickery, who you may well know, who's a venture capitalist with an English venture capitalist but spent a lot of time in the US in the venture industry, and his comment is we're just not audacious enough. Here in New Zealand we play small and if we're sort of looking for a trade sale early on, et cetera, that's almost seen as good enough, and so maybe there's something tied up in that. In terms of the law itself and practicing law, are you seeing a lot of change coming around? Technology's impact on law? You know. So, whether it's AI or cloud, you know what's changing for you guys as lawyers.

Speaker 1:

I think there's going to be a big change in the next sort of generation of lawyers.

Speaker 1:

Things are going to be done a lot differently in 20 years time than they are now.

Speaker 1:

When I graduated from law school an obligatory sort of five years here in Wellington practicing law, and my partner worked at MFAT and she was posted to Delhi and so I went with her for a couple of years and we lived in Delhi and I was lucky enough to get a job at Clifford Chance, which is a London law firm and they have an office in Delhi and they were kind of early adopters of a lot of these things and particularly tools that you could teach to learn how to review contracts, to suggest contract provisions, things of that nature, and I think that that is going to sort of be the first wave that beds in that natural language programs that make things like completing due diligence.

Speaker 1:

In the past you would have 400 contracts to review for five provisions. These days, those tools although I'm not sure exactly whether clients are ready for that, but those tools are now pretty good at pulling out those provisions and then allowing a lawyer to look at those provisions that the tool has pulled out but then, of course, generative AI in the next generation is going to be a huge benefit to consumers of legal products and it's going to be really interesting to see how law firms adopt to that and use those tools to provide services to their clients.

Speaker 2:

It's interesting. There was an article in the AFR, the Australian Financial Review, two or three days ago citing a law firm, I think, in Sydney and a reasonably large law firm that did a series of experiments using generative AI to look at basically putting legal opinions together and then they reviewed those. They looked at both the quality of the result and they looked at the profitability of doing the work. So from a profitability point of view, I think from memory it was something like a 400% increase in profitability by using AI to deliver the result. And then when they looked at the quality, they had some senior partners actually assess the quality of the advice and most of the time the partner could pick whether an AI had generated the opinion or not. I think it was something like 80% of time the partner could pick that it was AI, but in terms of the quality of the advice they thought it was actually exceptionally good advice.

Speaker 1:

So it is interesting for the professions isn't it, like you know?

Speaker 2:

I'm an accountant. It's going to be super interesting to see how this affects us all.

Speaker 1:

Yeah yeah, and I mean I'm interested in your thoughts actually, greg, because I know there's a famous line that probably everyone knows who said it, where in 10 years time there'd be no accountants at all. But of course there are. In that period there's been a massive growth in at least the accounting firms and the services they provide. So I mean, what do you think about?

Speaker 2:

it.

Speaker 1:

Is generative AI, just a different beast, and it's just going to blow things apart.

Speaker 2:

I think it is going to have a massive impact, there's no question, I mean.

Speaker 2:

Having said that, if you look at the accounting industry, it's been threatened for 30 or 40 years that it would take away the role of the accountant. I think what and it almost comes down to any professional service. It's understanding why the buyer whether it's a small business owner or somebody what are they actually buying? Are they buying the result or are they buying somebody to stand between them and an authority? So in an accountant's case, it's mostly the tax authority that the accountant stands between, and business owners just don't like talking to the tax departments around the world and they'd rather a human did that. And there's also almost a counselling and a relationship and a coaching and a mentoring role that accountants play. So even if the automation does all of the work and files the tax return in the most optimised way, I still think the role of accountants will be just as much as it is now. But it's going to be interesting to see. And similarly, I think there's a role there for lawyers. I think you know, in terms of how does a lawyer stand alongside their client?

Speaker 1:

Yeah, absolutely, and I must admit I spend pretty much my entire day on the phone talking to people through legal risk essentially and discussing with them what are some of the things that we can do to minimize that legal risk. We, of course, prepare contracts and we draft contracts and we do that sort of stuff, but the majority of my day is essentially counseling clients through what's going on, and it's situations where I get asked all the time whether I use ChatGPT for work or for LinkedIn posts or things like that. I just don't. I don't necessarily know why, but a lot of it is because the questions we get asked are not just. Here's the answer.

Speaker 1:

Clients are already sophisticated enough to Google those simple questions. We get sort of the more complex. I don't have an answer to this. Let's try and find an approach which minimizes legal risk. So, yeah, I agree, I think there's always going to be a place for human interaction, and what's exciting is that it just allows us. It's going to allow us to provide a better legal service to our clients, which is the reason that we're here, of course.

Speaker 2:

I agree and in terms of the relationship that you have with founders and the relationships that you would look at and think they are the best relationships I have, the founder is engaging with me. Well, what do those look like? Are you sitting on their boards? Are you sitting on an advisory board? Do you have a regular meeting with them? What does that look like?

Speaker 1:

Yeah, it's usually not on the board. It's usually a trusted advisor relationship. So they come to you, founders come to you. The issue has a somewhat legal bend that requires your expertise, but you're in the trenches with them, you're helping them day to day on their various legal and other issues, and so you're riding the wave. You obviously don't have. I don't have as much at stake as these people, but I feel for them. I'm on their side. I want to go the extra mile and do that extra bit of work late at night to turn that around for them, because you want them to succeed. You're part of the team. That's the most rewarding work that we do and that's why I love doing this work with founders, because it is like that. It is really being part of the team, riding the wave. You're there right from the start and you're into it Fantastic.

Speaker 2:

Now I'm going to turn the attention on you personally, so just some questions around you personally. Is there something that you consider is just an absolute superpower of yours that makes life as a lawyer easier For those listening? He's got a wry grin coming across his face at the moment.

Speaker 1:

I have no idea. Yeah, Greg, that's a hard questions to answer. I think I do become quite passionate about my clients. I try and meet with them in person as much as I can. I get to know them. I like to have not personal relationships, but I like to know who they are and I want to fight for them and I want them to succeed. I think it's that because that drives a whole lot of positive outcomes. Really, Like I say, to go the extra mile for them, to turn things around quickly, to try and understand where they are in their journey in terms of no, I don't think you need to worry about that right now from a legal perspective. Don't spend money on me right now doing that. Why don't you focus on just doing this which minimizes a little bit of risk for you, and we can look at that in a few months' time, Things like that. It's about really thinking about the client and not about yourself, and so I would say that that really helps me in this space.

Speaker 2:

Fantastic. And what about a book or a podcast or some sort of resource that you would recommend or that you're consuming at the moment? You talked about some US content that you're listening to.

Speaker 1:

I'm a bit of a US politics dork Not that I would say I know everything about it, but other than we could go, down some rabbit holes on that.

Speaker 2:

I could chew the fat with you all day on that one, but we won't. Yeah, nice.

Speaker 1:

Yeah, so I really like listening to a variety of political podcasts, mostly just to know what's going on in the world. The Economist podcasts are awesome, so are the New York Times podcasts. Things like that are the sort of podcasts that I listen to. In terms of books, I've been trying to chew through volume one of a biography of Stalin. Stephen Kotkin, who's a famous historian in the US, is doing the sort of the preeminent biography of Stalin. So I'm not academic or heady in any way, but he writes it like a story and it's just such an interesting read. Obviously, if you kill tens of millions of people, then you probably have quite an interesting life. So I do read the Odd Startup I really like I think it's just called Founders, which is a podcast a US, but you know the one is a guy who reads biographies of founders and then sort of reads you through the key points. I forget his name, sorry, but I listen to that a lot as well because he's a really entertaining guy.

Speaker 2:

And what about a philosophy or a mantra that you apply in your life, your attitude to life, your attitude to work? Is there something that you you know, that is core to who you are?

Speaker 1:

I try and take responsibility for things in a sort of true sense. I certainly try and be honest with people and be diligent and upfront, but I like sort of thinking that it goes back to probably being in the trenches with the founder clients. You're in it with them and sometimes you have to give honest feedback and sort of tell them some hard truths that they don't want to hear. So maybe it's that, but I'm not. Yeah.

Speaker 2:

It's awesome and a question I like to ask because it throws the cat amongst the pigeons somewhat is there something that you believe in strongly that very few people do and I don't want to get you disbarred for people thinking you're a wacko but is there something you know we're going to discover? That you believe in a flat earth or something, but is there something that you strongly believe in that perhaps is counterculture to what others might believe?

Speaker 1:

I do genuinely believe in taking responsibility for what you're doing in an intense way, and I don't think that's counterculture or anything. That's just a pretty normal common sense thing. But that might be the thing that I try and live my life by is making sure that when it's on me, it's on me and not looking for scapegoats or things like that.

Speaker 2:

And that's exactly the kind of thing that anybody that's looking for a good lawyer would want that person to say. That's fantastic. And the final question is there somebody that you think would make for an amazing guest on this podcast? And if there is, what would you want to ask them?

Speaker 1:

Dead or alive, Greg, what do you reckon?

Speaker 2:

Well, it's easy to interview those that are alive. It's a bit more challenging from a technology point of view to get all the audio working well with those that are beyond the grave. But yeah, let's run with people that are alive if we can. Or who would you want to interview if they were still alive?

Speaker 1:

I would probably say a political figure. I think Boris Johnson might be interesting to interview Greg. I think the numbers would rip up if he had Boris Johnson on.

Speaker 2:

Yeah, well, that might be quite good. We'll just ask him how he enjoys sort of food and parties and lockdowns, and there'd be a huge number of things that we could ask, and I'm sure we would go off piste very quickly as well. It'd be quite entertaining. Yeah, exactly.

Speaker 1:

Exactly no, I think political figures who are in the moment making tough decisions, like I mean someone like Johnson. During those, I think you'd argue he probably didn't make the best decisions throughout that, but yeah, that would be someone like that.

Speaker 2:

And we'll end with something sort of controversial. We'll talk about US politics for a second, like you obviously have a real interest in that. I mean, what are you seeing at the moment? I was chatting to an American guy who has set up here in New Zealand with his family and just the other day I had a coffee with him and his reason for bringing his family here and he's an intelligent guy, you know, and he was doing some really good work in the US and he's come here because he's just so worried about where the US is going. What do you make of what you see from little old New Zealand?

Speaker 1:

Yeah, I think it is. Isn't it just incredible that we're going to have the same two candidates for the 2024 election that we've had? That was in the 2020 election Two pretty unpopular candidates? Regardless of whether you like their policies or not, they are historically unpopular, both of them, really. And so I mean I wonder whether we're going to see some fireworks at the Democratic Convention this year, whether there's some sort of late withdrawal from Biden and some really exciting up-and-comer in the Democratic Party can control the superdelegates and get the nomination. I suspect that's not the case, but I've heard whispers in the news about it and that's sort of something I was looking at, but otherwise, I mean it's fireworks, isn't it? And that's sort of something I was looking at, but, but otherwise it's. I mean it's fireworks, isn't it? It's? There's always something going on and it really does.

Speaker 1:

It's going to be fascinating to watch and it really makes me, really makes me glad I live in New Zealand with our sort of more gentle politics well, let's close with that, because I think we should be very thankful for that.

Speaker 2:

I had a bit of an involvement with politics about 20 years, almost ago now, and one of the things that most people do not realise when they see all of the bullshit that goes on in the media and the stuff that happens at question time across the House and the apparent fighting, what they don't see is that politicians from both sides of the aisle all around Parliament play sport together against other Parliaments. They go on sports tours together. They attend each other's Christmas parties whether it's the Greens or the Labour or National putting on a Christmas party, they're all at each other's parties. They're having a great time, and long may that continue in a healthy democracy, right? So let's have a plug for that.

Speaker 2:

Hey, chris, it's been absolutely fantastic talking to you today. There are going to be a lot of people out there who are thinking about doing a startup, or they've started one, or they're knee deep in their journey and are looking for somebody to counsel them around the legal matters. I'll make some links to you in the show notes and to the Duncan Cottrell firm just so that people can connect with you if they want. But look, chris, thank you so much for your time today. You're a top man and you can see that Taranaki pedigree in you. That comes no-transcript.

Passion for Startups
Navigating Legal and Funding Challenges
Legal Considerations for Startup Founders
Technology in Legal, Financial Services
US Politics and Personal Philosophy
Startup Legal Counseling Discussion