99 (Legal) Problems

Dan Rubins
Co-founder & CEO
Legal RoBot
“I love meeting with
lawyers”

- No one,
ever
About Me

• Founder & CEO of Legal Robot, NOT A
LAWYER
• Enterprise software @ McKesson & Wells
Fargo
• BS in Molecular Biology
• Started first co. @ 16, and several since
• Why legal? It’s broken & AI/ML can help

Disclaimer:
This is not legal advice. I’m not your lawyer.
My Legal Principles
• Anything worth doing will
probably piss off someone,
somewhere.
• Don’t try to make enemies.
• Act like a human, but remember
that no one is your friend.
• Start by asking nicely,
then go to war.
The Basics

• Some legal stuff must be perfect, is un-
fixable
• Lots of stuff can be fixed, if people agree
• Fixing things costs $, burns $ you don’t
have
• Not everything needs a lawyer - can do a
lot by yourself, more with legal
tools
The Obvious Stuff
Incorporation & Funding

• Most US startups incorporate as a Delaware
C-corp
• Get Help: Lawyers, Clerky, LegalZoom,
RocketLawyer, …
• Don’t forget about other founding docs
• Expensive when this gets screwed up
• Funding is complex; get help
– Fee deferral is great, but its not free
– Look for experience & independence
– Beware of conflicts of interest, rudeness
Trademarks

• Name, slogan, logo = valuable? Look into
trademark
• Common law vs. registered TM
• Registration process can be simple:
– Check for conflicts. If not, prove that you’re
using it. If so... more lawyers.
Notes
• Trademarks cover one place. US != UK !=
CN …
• Vastly different across jurisdictions
• Exact keyword searches are not enough
Patents

Patents are evil OR Patents are necessary
• The patent system is • All the cool people are No
broken doing it No
• Expensive to defend • Form of signaling
• Patents are abused (expensive)
• IP gets fragmented • Prevent others from
• “Patents are where working on your invention*
$200B/yr • Others can’t prevent you
of economic output from working on your
goes to die” invention*
What to do
1. Be careful
2. Get professional help
3. File ASAP – NOT A WORD until t
Dude, where’s my car?

• Beware of license agreements, SOWs, MSAs,
etc.
– Almost 100 different OSS licenses. Some are
toxic, or viral, or “lumpy”, many are permissive.
✅ OSI
– Know what you sign™
• What is in your Upwork contract? SAP
license?
• TM’s & Patents are one way to protect IP
– Be mindful of © and trade secrets
– Know about laws like DMCA, DTSA, etc.
Everything Else
Things people forget
• Just because you can, doesn’t mean you should
(DIY)
• Take security seriously: 2FA, encryption, PCI, bug
bounty
• Accounting is not something you do 1x year in
April
• Regulatory agencies at all levels of government
• Employee Compliance & Quarterly Filings
• Insurance: Workers Comp, GL, E&O, D&O
• You always need a permit for something
• IP needs to be nurtured & defended
When you need help

• DIY Law – Google, Nolo, Trademarkia,
More Expensive

Gov’t sites
• Assisted DIY Law – Legal Zoom, Rocket
Lawyer
• Legal Referral – LZ, RL, Avvo, UpCounsel,
+ more
• Boutique/Specialty Firms
• Big Law
How I avoid legal trouble
a.k.a. Dan’s “Legal Stack”
• Documents: MS Word/PDF, Cloud Storage w/ 2FA, Audit Trail,
Access Log
• Incorporation: Clerky / InCorp, Startup Documents
• TM: Trademarkia (search), USPTO (US filing), lawyer (Int’l)
• Money: Xero (accounting), Stripe (processing)
• Payroll & Emp. Compliance: Gusto (fmr. Zen Payroll)
• Cap table, stock plan, 409A, reporting: eShares
• Code repos/source control: Github
• Mail: Earth Class Mail
• Privacy & Terms Generator: TermsFeed
• Security: HackerOne (bug bounty), Qualys (Scan)
• Lawyer: 1) My network 2) UpCounsel 3) RocketLawyer
This, and more, will be
posted on
StartupLegalHacks.com
(as soon as I get around to
it)
Dan@LegalRobot.com
@DanRubins