Will Marshall: Improving Your Relationship with Your Lawyer

What this episode covers

Will Marshall is a co-founder and partner of UBM Law Group. He drafts and negotiates commercial contracts, especially SaaS and traditional software licensing agreements and takes care of all sorts of legal things that come up for businesses.  He is also especially knowledgeable in issues that come up with small businesses and startups.  If you are avoiding talking to your lawyer, have ever had a bad experience with a lawyer, or are curious about the issues that can come up when technical people deal with lawyers, listen to the episode.  Will gives tips for technical people on how to communicate with lawyers and save money by doing so. Highlights: Q: Tell us your story of how you came to work with tech companies. “I had an unusual career where I started as a General Counsel of a company—so I did the whole startup thing—and then I went into private practice, for about the last 10 years or so.  Usually, it’s the reverse.  That’s important because I learned to be a lawyer in a business context with limited resources.  Even though my company was a technology-based manufacturer, not a tech company, I seemed to gravitate toward tech companies when I started my practice, doing software as a service and software licensing and that sort of thing.  I can’t say why that went that way.  Maybe I just liked that type of work or maybe I did a good job of it.  I’m not sure.” Q: Why do technical people interact with lawyers? “Sometimes it’s them coming to me and sometimes it’s me coming to them.  It can be pure technical matters, like negotiating an agreement for technical services.  It could be dealing with employee issues.  It could be dealing with raising money and startup-type issues.  It could be implementing policy issues, compliance.  There’s a whole slew of things where I might be interfacing with technical people.  Sometimes the technical person is the founder so they have a broad view of all the legal issues and sometimes they’re a junior technical person where we’re hammering out a lot of really technical issues and granular issues.” Q: What hesitations and concerns do technical people have with lawyers? “First of all, there’s the cost.  The costs when you’re working on an hourly basis can run up, particularly if you don’t know how to manage your lawyer and use them efficiently.  That’s really about building trust.  I cut my teeth as a co-founder, paying outside lawyers and seeing their invoices and knowing what aggravated me about them.  So, a key part of my customer relationships is building the trust that I’m as worried about spending their dollars almost as much as they are.  For example, I’m not going to suggest that they burn up all the profit on the deal having me make the perfect contract if it wipes out the profitability of the deal.” “The other concerns are that law can be very confusing and not jive with common sense and, when lawyers aren’t doing their job right, they can be the sales prevention unit or the Doctor No.  When you’re talking to startups, for example, they have their foot on the gas and anything that stops them is terrible.” Q: How do you help technical people understand the legalese? “That’s more of a contract drafting scenario.  Legalese can be archaisms, like whereas, witnesseth, and that stuff.  Those things just need to go away.  If your lawyer is saying witnesseth in your contract, you need a new lawyer.  The other part of it is not as obvious.  Contract language needs to be precise, to a level of precision that is not common, certainly not like when we talk to one another.” To hear more about navigating legalese, managing your lawyer to be efficient, and how to communicate effectively with them, listen to the episode. Words of Wisdom: “When we talk, we say things that are 10 ways ambiguous.  In a contract, we don’t have the luxury of doing that.”