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Importance of an Excellent Corporate Attorney for Your Startup

An Interview with Jeremy Glaser Esq. from Mintz Levin

“Everyone wants to say they hate lawyers, and yet I’ve never met a parent who didn’t want their kid to be a lawyer.” – Jessi Klein

In this interview with Jeremy Glaser, who is a partner at the law firm Mintz Levin, we discuss many of the aspects of why it is important to have an excellent corporate attorney for your startup. Jeremy serves as Co-chair of the Mintz Levin’s Venture Capital & Emerging Companies Practice. Jeremy regularly represents private and public technology and life science companies. He represents both issuers and underwriters in a wide variety of securities transactions, including IPOs, secondary offerings, and private placements. He also represents venture capital firms, hedge funds and their portfolio companies in venture capital and PIPE financings. Jeremy also has extensive M&A experience. Jeremy has so many awards and recognitions that the list is too long to talk about all of them here, but he was most recently named the San Diego Venture Capital Law Lawyer of the Year. Jeremy has served as president and a board member for the San Diego Venture Group, and is a member of the American Bar Association.

Jeremy’s firm, Mintz Levin, has also recently launched a new web site, MintzEDGE, as a resource for entrepreneurs. It provides insights and tools for helping to grow your enterprise. Some may consider this website to be similar to Juris Digital who helps law firms with their web design as they both have a clear vision to help their businesses grow and to continue to be successful in the long run. For law firms, having a better web design can ensure that more clients are likely to use their business for any legal matters. Whereas Jeremy’s firm helps businesses in other areas to be successful.

Jeremy is an individual that is big on “giving back”, and he is currently a member of the board of directors of REBOOT! National Veterans Transition Service, Inc. (NVTSI). NVTSI is a San Diego-based not-for-profit organization dedicated to assisting veterans in adjusting to civilian life and securing meaningful employment.

Patrick: Hi, this is Patrick Henry, the CEO of QuestFusion, with the Real Deal…What Matters. I’m here today with Jeremy Glaser. He is a partner at Mintz Levin, a law firm here in San Diego.

He co-chairs the firm’s venture capital and emerging company practice. Jeremy has tons of experience working with both startups, founders of companies and entrepreneurs, as well as venture capitalists; basically working on both sides.

In the past, he has talked about how he enjoys finding out how his clients’ companies come into existence. Some happen through the circumstance the founder is in while others come from years of learning and patience. He says that the businesses he helps that usually do the best are the ones founded by someone who has spent years building up to starting their own business. They have had to gain experience, get the best credit card to build credit so they can finance their business, make pitches to potential investors – they go through all of this before they even reach his business. That fight is why they do well.

Many of those companies that were formally private are public companies as well. He has a lot of experience dealing with SCC things, filings and all the good stuff related with public companies.

You must have been involved in dozens, if not many dozens, of transactions, public financings and venture financings.

Jeremy: M&A transactions.

Patrick: M&A. Pipes.

Jeremy: Probably hundreds. That’s what happens when you get old. Hundreds.

Patrick: Jeremy is also a very honored and decorated attorney. Most recently, he was named the San Diego Venture Capital Lawyer of the Year. Congratulations on that. He is an incredible lawyer, it is always important to remain professional and follow legal procedures correctly in order to be the best attorney possible. In a personal injury case, it is important to remain professional in order to get the best remedy for the client, if you are interested in a personal injury lawyer then you may want to take a look dallas after reading the rest of this article.

Jeremy: Thank you.

Patrick: We’re just going to talk a little bit about what Jeremy’s been up to lately. He’s a member of the American Bar Association. He’s always a great resource for me about a variety of different things related to startups and the issues with the law.

First, why don’t you tell our audience a little bit about you personally, your background and where you got to where you are now?

Jeremy: I went to college at Duke University. I always knew I was going to go to law school.

In fact, it’s really funny, even as a young kid, I remember telling someone, “My goal is to get to Harvard Law School.” Luckily, I was able to achieve that. I did go to Harvard Law, and when I graduated, came straight to California.

The reason that I did, Patrick, is, as we talked about, I just always loved technology and I’ve always really loved entrepreneurs.

For me, I knew I had to come to California after graduating. In fact- we can talk about this later- I’ve been so much in love with being an entrepreneur that, as you know, I’ve twice gone off to clients, both in the finance world and in the tech world.

In fact, when I was in law school, I actually ran a little business with an old Apple lle if people even know what those things are anymore, and a Daisy low printer.

I was very early on in messing around with computer technology. I sold that business when I graduated and came to California to start practicing startup and entrepreneurial law.

Patrick: That’s great. What do you think are the best qualities to be a good corporate attorney?

Jeremy: You always have to start, obviously, with experience and expertise. That’s the given. However, to be honest, there are a lot of corporate lawyers who know how to do deals and have the expertise.

The real question is what differentiates a good corporate lawyer. From my perspective, I think it’s passion. I think you have to make sure that the corporate lawyer you’re working with has a passion for your business and a passion for where you are in the life cycle of your business. It also helps if they understand your area too. Getting an austin business lawyer when you’re in the same city is a fantastic call. Getting an Ohio based lawyer when you’re in California could cause some issues.

If that doesn’t match, let’s be honest, you’re not going to get their attention at the level you need and want. You’re not going to get their availability.

You want someone who has that background, but is excited to bring it to bear for your company.

Patrick: In my experience running companies and having a variety of different lawyers involved, some of the big things for me are that you need to have the right partner-level support.

Sometimes as a startup you get stuck with more of a junior associate and you’re not getting the right partner-level support.

Of course, you need to have the right kind of company that draws a partner in. You don’t always need a partner. Talk a little bit about that with the companies you’ve been involved in. How intimately are you involved with the companies from that perspective?

Jeremy: I’m one of these unique lawyers in that, as I said, I love technology. I really just love the idea of building businesses.

Given the choice between working on some massive transaction for a Fortune 100 company or hanging out with an entrepreneur with a startup, I’m going to go with the entrepreneur and the startup.

I personally make my time available to entrepreneurs, to people at startups because, to be honest, that’s what gets me up every morning.

I can do lots of financings. I know the SCC law. I can do M&A deals. While those have interesting aspects to them and can be fun, fundamentally, I really love the idea of being part of sometimes changing an industry. I’ve been lucky enough to have some clients that had some significant impacts on industries.

I was an economics major, so I’ve always been interested in what it takes to create jobs and build a business. I’m really fascinated by that, too.

I think I’m unusual in that, as a partner, I’m really available to the earlier stage companies. I always have my iPhone with me. I make it my business to respond quickly, literally that day. In fact, sometimes people are amazed at how quickly they hear back from me on an email or a voicemail.

Again, that goes back to what we talked about. I think that’s that passion. I think a lot of the times the reason that companies end up being passed down to younger attorneys and can’t get access to the senior partner is that the senior partner isn’t passionate about working with early-stage companies.

Patrick: Yes, it’s a shame. Obviously, I have a passion for entrepreneurs, being an entrepreneur myself. I think those are the most exciting things. Definitely, transactions can be exciting, too. I really enjoy that.

I’ve dealt with many attorneys throughout my personal life, as well as my professional career. Unless you have someone in-house as a general counsel, they charge by the hour.

One of the things I totally respect about Jeremy is, not only is he super knowledgeable, but he’s very efficient in terms of conversation. That’s always been something I really liked about you.

Talk to me a little bit about the venture industry and how it’s involving with these mega firms. There are not so many mid-size firms anymore. Who’s filling the gap for that for seed change, the types of companies? What do you see going on there?

Jeremy: It’s been so interesting to watch the venture capital industry evolve over my 30+ years now doing this.

I started doing venture deals back in 1985. For people who were even born back then, it was a really different industry.

Back then the venture industry was really a lot of founders, technology-oriented people, who had built businesses, sold them, had a successful exit, and were investing their money side-by-side with some smaller institutional-type investors.

That was the industry. It was very hands-on industry. These entrepreneurs were side-by-side with the founder building a company.

It wasn’t just show up at four to five board meetings a year, pop in, give some advice and then disappearing.

I watched this model evolve, particularly into the dot com era in the 2000s. Unfortunately, you saw a lot of the real benefits of the venture capital industry that it provided entrepreneurs went away.

It became much more of a financial investment. You saw people coming into the industry who had more MBAs out of Warden and out of Harvard.

MBAs out of Warden and Harvard are always smart people, but there’s something special about building a business from scratch, having an idea and going through all the ups and downs and changes, which I’m sure we’ll talk about more as we get deeper into this interview.

I think that the industry went through a major evolution as the funds got bigger and it became more of a financially oriented industry.

We saw that change a little bit after the dot com crash. Everything got a little tougher and people realized that it was harder to make companies successful other than just throwing cash into them.

It took more than cash. It took experience. It took marketing knowledge. It took sales knowledge. It took a great management team.

We saw it come back a little bit. In 2007, again, as the market started to get a little wilder, you saw the bigger funds and getting back to this approach of more of a financial model.

Now, of course, here we are in 2016, where we’ve just lived through the rise of the unicorns. We have these very large, private companies doing very large rounds.

The reality is the venture capitalists are putting in big amounts of money. The big VC funds are sitting on a lot of boards. They’re involved with a lot of companies. The industry has evolved.

We’ve been able to grow some great, big, successful companies, so obviously it’s work. However, from my perspective, when I look back, I’m melancholy for the old days, when the VCs really were in there, in the weeds, digging in with the entrepreneurs, almost like an extension of the management team as opposed to a financial investor.

Patrick: You’re a past president of the San Diego Venture Group. What was that like?

Jeremy: That was a while back. That was back in 2003. I’ve been on the board for a long time and very involved with the San Diego Venture Group.

This is something that I just do, just to give back to the community. I really want to be part of educating entrepreneurs, which is why we do things like this, to help entrepreneurs understand what it takes to build a business and how best to raise money.

The goal of the San Diego Venture Group is to educate entrepreneurs, to help them understand the best way to raise money, the best way to build a company and to get connected to people who can help them achieve that.

The Venture Group has been a great organization for me. Being the president of it, back 13 years ago now, was a great experience. It was really fun to run an organization.

That little entrepreneurial spirit I have in me always comes out when I get to be involved more on the business side than just the legal side. It was a great experience.

Patrick: That’s cool. What are your favorite parts and least favorite parts about working with entrepreneurs?

Jeremy: We’ve talked about my most favorite, the fact that they’re full of new ideas and very creative. I love being around that energy of a new idea, a new business.

Watching them figure it out and build a team, make mistakes and then get them fixed and get them right. Then fundamentally, break through when you get that next round of financing or that M&A exit or the IPO. To me, that’s what I love. I get to be part of that and experience that and help them.

What do I not like? I’d say, probably the hardest thing for me is when I see entrepreneurs who are not listening to really good advisors.

There are so many people out there- you’re a great example of this, Patrick- who built great companies, have gotten the bruises along the way, who know where all the pitfalls are or at least most of them.

I see entrepreneurs not embracing that, not willing to bring those people in under the tent to, as I always say, avoid the mistakes that are easy to avoid. You’re going to mistakes. Don’t make the obvious ones. Just make the ones that are less obvious.

That’s probably the hardest thing for me because I’ve seen this movie so many times that I can just see it coming. I do my best to try to introduce them to folks and get them to people who can help them avoid it. Some just have to do it themselves.

Patrick: Yes. I think sometimes the stubbornness factor or the anarchist factor is the reason why some people start companies. There are some great benefits of that, but you need to temper it with an ability to learn and an ability to listen, not only to advisors, but to customers.

In order to build something really big, really great, really sustaining, you need to always stay in that learning mode and make yourself available.

Jeremy: I so agree with you. By the way, just a quick aside on that, from a fundraising perspective, as you know, that’s a really important issue for venture capitalists.

If they see an entrepreneur who’s not willing to listen, who’s not willing to grow and take their advice as far as these pitfalls, there’s a pretty big red flag for them to walk away and not fund a company.

Patrick: I remember one of the companies I ran, right after coming in, although some people know you on the board, there’s always this testing out period. I was going to write some really large purchase order for one of our supplies, a multi-million dollar purchase order.

The board was very interested in the details of it. It’s really easy to say, “You hired me as the CEO. Let me do my job,” but I wrote a three-page email about the details.

I think you have to put yourself in a position to be a little humble about some of the stuff and be willing to show that you can be transparent and be willing to be vulnerable to people challenging things, as opposed to being a bull in china shop.

Sometimes it’s difficult for some entrepreneurs, especially for founders. A lot of times they see it as their baby, more than as a company.

I like that passion associated with that, but again, you can help the baby grow up better and quicker if you have the smartest, brightest people around the table and you actually listen to them.

Jeremy: You’re so right. Again, just like you, I’ve seen so many entrepreneurs, and founders in particular, make the mistake of not using their board correctly.

A lot entrepreneurs say, “I don’t want to get venture capital money because they’re going to fire me.” One of the reasons they end up in a situation where they get fired is because they’re not transparent, because they’re not using the board the right way.

If in fact you do know how to use the board and you get advice from folks like yourself and myself, who have been in literally hundreds of board meetings, you’re going to likely avoid those most obvious mistakes on how to manage your board.

Patrick: Just based on my experience, as you start getting outside people on the board, especially venture investors, hopefully the venture investors are smart money investors who have some domain expertise in what you’re doing.

Maybe you’re not fortunate to have someone who is intimately involved in that. If you don’t have that, it’s good to get other industry people on the board.

When the shit eventually hits the fan, which it always does, you want to have someone around the table who is the voice of reason. It’s not just Patrick saying this. It’s other people who are experienced saying, “This isn’t an issue with the CEO. This is an issue with the market or this is an issue with this customer, or I’ve seen this before.”

Building that right kind of collaborative, smartest people you can find- both on the management team as well as on the board- is pretty important, especially when you get into times of adversity.

Jeremy: It’s so important. The best advice I give to entrepreneurs about building boards is to look yourself in the mirror and ask yourself what you’re strong in. Then look at yourself in the mirror and ask yourself what you’re weak in. Now do the same thing around your management team.

When you identify those things that you don’t have in your management team and you don’t have in yourself, those are the board members you need to add. You need access to that expertise, that knowledge base that you obviously don’t have within the team.

Patrick: You have to make yourself vulnerable. You have to say, “I’m going to find the smartest person in this area. They might even be smarter than me in that area, but that’s going to be a benefit to the overall company if I get that person.”

Some people just can’t do that. They have to always be the smartest person in the room, not only in the area where they expert but in a transfer of credentials. They’re an expert in this area, therefore, they’re an expert in all areas.

Many founders are like that. Not all. You have some awesome founders who are super great to work with. Many do have that kind of attitude.

Jeremy: I think the important thing for the listeners is that the reality is when you look at the folks who are the most successful, by and large they’re the ones who do listen, who are trainable, who have that vulnerability and are willing to put smarter people on the board, or even better, hire people around them a lot smarter than them.

That’s my philosophy. When I’m hiring associates, I don’t want to be the smartest guy in the room. I want them to be the smartest guy in the room or the smartest woman in the room, without a doubt.

Patrick: Apple’s a great example. Steve Jobs is one of the most brilliant entrepreneurs ever. He did it multiple times. He did it with Apple twice. He did it with NeXT Computer. He did it with Pixar.

Even after his passing, he has great people who he brought in the company who continue to make that company super successful. They’re a larger company, not a startup anymore. I remember hearing a speech he made up in the Bay Area after he had gone back to Apple the second time. He was talking to the team he brought in.

He said, “This is like a big startup. It’s a big startup where we have the ability, if we get this thing to the right size and still are able to invest in a lot R&D, which we wouldn’t be able to do as a startup, then we can make this into a really great company.”

We talked about it a little bit in the beginning, but you’ve not only been on the service provider/corporate attorney side, but you’ve also been the general counsel at a startup. You’ve been the inside counsel at a hedge fund.

What have you learned from those experiences that you bring to the table with startups these days?

Jeremy: Wow, Patrick, there’s so much. I was an attorney for 15 years. I was an associate, made partner. I was only inside a law firm when I then left and joined a very hot client of mine during the dot com era who had raised literally $100 million in capital from big name venture capitalists.

That experience completely changed the way I practice law. It changed me in a lot of ways, but probably the most significant was, for the first time in my life, I was on the receiving end of a bill from a law firm.

It wasn’t just the size of the bill that was shocking- and it was, because we were doing a lot of transactions- but it was the lack of information that I had been given from my own law firm. It was another firm I was at prior.

If anyone was going to be talking to me about what they were doing and who they were using, you would think it would have been that situation.

Instead, no, I just got a bill six weeks after all this work was done, describing all kinds of work they had done that I wasn’t even aware they were doing and people who I wasn’t even talking to and didn’t know were working on matters for my company.

That was a huge eye-opening moment for me. I remember the first time I got that bill, looking at that and thinking, “Wow, when I go back to practice, I don’t ever want my clients to feel this way about my bills like I feel right now about this bill.”

This was 16 years ago. It changed the way I communicate with clients. I’m up front about what we’re doing, about what costs are supposed to be and communicating about staffing on a regular basis.

In fact, it completely changed the way I do venture financings, big M&A deals and IPOs. I even have a very detailed process now that I developed because of that experience, which builds in a failsafe to ensure that we’re having regular, weekly communications around staffing, budgets and what we’re trying to get done in the current week. This is all to avoid ever having a client feel badly about the costs and the communications.

The other thing is urgency. I always felt like I was very responsive before I had this experience. Again, being inside a company, watching things develop and realizing how urgently I needed to hear from someone at my law firm. I was reaching out and a whole day would go by and I wouldn’t hear from someone.

Again, as we’re having this conversation, I can still remember sitting at my desk at 7:00 or 8:00 at night and saying, “I can’t believe I haven’t heard back from XYZ. I called him first thing this morning, saying I had to talk to him. It’s the end of the day and I haven’t heard from anyone.”

Again, it’s that same thing. I don’t ever want a client sitting in their office ever saying that about me.

Patrick: Some are operating on a stopwatch when you’re working in the startup world and the law firm is working on a calendar. How do you get in sync?

I think these are great things for any entrepreneur to be aware of. I’ve always been an advocate of getting the best advice possible, to have the best advisors that you can afford and attract to whatever deal you’re in. That includes outside attorneys.

I’m an advocate of using a full-service law firm that has the capabilities to bring that in. However, then you have to manage that.

When we took Entropic public, or we were in the process of taking Entropic public, we brought our outside council, a former partner of yours when you were at another firm, in house. It cut our bills. Every year, the guy would pay for himself for two years, because of the way it works.

You can’t build some massive internal capability either, if you’re not at scale to be able to do that. You’re always using specialists.

As an entrepreneur, you want to look for an attorney who provides a level of transparency, who has the domain expertise, who has experience they can bring to bear as a board advisor, not just as an advisor to the company. All those things, you want to be able to check the box on those.

Tell us a little bit about your philosophy of managing relationships with your general partners versus your clients and those kinds of things.

Jeremy: I’m a big believer that we all want to work with our friends. To me, it’s so important to establish personal relationships and, as you just talked about a little bit earlier, business relationships that are beyond just being a lawyer/client relationship.

One of the things I’m most proud of is that many of my clients really view me as an extension of the management team.

Just within the last couple of months, one of my very large private equity clients had me come up to interview a person they were thinking of hiring as their in-house counsel. They wanted my view before they actually made the hire.

That happens with a lot of my clients. They really want me to be an extension of the management team. I value that.

Also, I’m a big believer that you have to break bread. I always want to be available to client to grab breakfast, lunch, dinner or spend social times.

That’s really when you learn a lot about what’s happening in their company, what their other interests are and what their needs are. You just develop such a good, strong relationship.

Why have I chosen with my career to focus in on technology companies and startups and entrepreneurs and biotech companies? It’s because you get to establish those kinds of relationships.

These companies are still relatively small. They’re still growing. They don’t have a lot of people in the company that they can go to to talk about issues.

As their attorney, really as their business advisor, I get to play that role with them. I really value that.

Patrick: That’s another key point for entrepreneurs out there. A good corporate attorney can be a good business advisor. It’s not just about the law.

You have so much experience sitting on boards, being in board meeting over decades and seeing so many different things. You can be a great resource.

I’ve definitely found that with you and with other people who I’ve worked with closely from various different law firms. What’s the most gratifying thing you’ve done in your career?

Jeremy: There are lot of things I’ve really enjoyed, things from within my law firm and watching associates grow and develop.

I’d say, probably the most gratifying was watching one particular client, a great entrepreneur who had some really strong domain expertise in the video editing space.

I always would look at this entrepreneur and say, “Wow, you’re almost too nice to be successful.” I think people have this view. Sometimes if you’re too nice, you’re not going to make it.

This guy was just so nice. Everyone liked him. He never lost his temper. He worked well with everyone. I remember watching him and thinking, “If this guy can make it, the world is a good place.”

He did. I like to joke that he was an overnight success in 10 years in building the business. He was ultimately very successful.

That’s really gratifying to see someone who really did everything the right way, didn’t take any short cuts, treated people the right way, and then had a really successful exit. Now he’s living the good life.

Patrick: That’s awesome. On the flip side, what’s been the most difficult or challenging situation you’ve been involved with?

Jeremy: Probably the most challenging thing and the most painful thing is, unfortunately, when CEOs have to be removed from the companies.

As I just talked about, so much of what I do is to develop that personal relationship. I really value that. Even though I counsel to the company, I really want to make sure there’s a good, strong personal relationship with the management team, with the CEO.

Unfortunately, sometimes, companies stumble. CEOs don’t manage the board correctly. The VCs want to go in a different way. You end up in a situation where the CEO’s going to be terminated.

That’s really painful. It’s hard for me to explain to that CEO, “This isn’t me. It’s not me personally. Understand, we’re the counsel to the company. We have to deal with this process.”

I wish I could sit here and tell you these relationships survive those things. Unfortunately, most of the time they don’t.

When the CEOs are forced out by the VCs, I’ve unfortunately found that they don’t continue on as personal friends. That’s painful.

Patrick: That’s tough. In those situations, it’s probably a little difficult to assess on an actual percentage basis, how much do you think of those situations are preventable? It’s a little bit of an armchair quarterback thing.

If they were to work with the board in a more transparent way or get better advisors or listen to the advisors that they had, do you think that these things were just inevitable?

Every one of these situations would have happened anyway or if they would have done things just a little bit different it could have been a different outcome?

Jeremy: I don’t think any of them were inevitable. I think, actually, if they had done things differently they could have changed the situation.

In fact, there are a lot of things you talked about that could feed into why the relationship falls apart and why the VCs lose confidence.

If there’s one thing I could tell entrepreneurs to not do, don’t overpromise and under-deliver. If I look back over 30 years and lots of CEOs getting removed from companies, almost without fail, it’s because they keep coming into board meetings with rosy projections and everything’s upbeat.

Meeting after meeting and quarter after quarter, their rosy projections are missed, and missed badly. The VCs and the board members of public companies, as well, with missed earnings forecasts, lose confidence. Once that happens, you can’t gain that back.

Patrick: That’s really tough. That is definitely a critical thing in terms of managing a board and even managing investors on Wall Street.

It’s a delicate balance. You want to be optimistic. You want to show a growth path that is exciting for people, but at the same time you have to deliver results. It’s a challenge.

Jeremy: The key is, you can’t hide the ball.

Patrick: Right, if you’re not providing that level of transparency. Especially with your board, you need to be very transparent with your board.

Jeremy: I think, unfortunately, because some founders are so optimistic, they can’t get themselves to come in and admit the problems.

In fact, they’re missing out on an opportunity. If we built the right board, as we were talking about earlier, what a great opportunity to walk in and say, “I have this technological challenge. Can I get the board members who have great technology backgrounds? Can we get together and talk about this? I really want your advice about how to solve this problem.”

When you hide the ball about issues and say, “Everything’s great. We’re going to hit the deadline. The product is going to get released on this date. We’re all good,” and six months later you’re still struggling and the product isn’t released, maybe you deserve to leave your position.

You didn’t use your board correctly. You didn’t maximize the opportunity that was there.

Patrick: It is challenging on that front. This is why being a startup CEO or a public company CEO is a very lonely job. You have conflicts of interest all over the place, even with your board.

They have a certain set of things they’re responsible for, from a fiduciary responsibility standpoint. I’ve always provided a high level of transparency, but you need to have some amount of swagger and confidence in order to that.

If they don’t want me, I’ll deal with it, but I think I’m the right person for this job in this situation. If I weren’t, I would tell them, “I’m not the right guy anymore. We need to find someone else.”

Being vulnerable and collaborative, you need to have the right board, the right board dynamic. You have to use a lot of discernment. It might be certain board members and not the entire board and rallying support around an issue with someone that you can do that.

There are alliances that form. There are different people who are purely financial investors, versus someone who might be an outside board member, versus someone who has a ton of domain expertise.

I always said one of the toughest things about being a CEO is you go from having one boss to having six bosses. Believe me, they don’t all think the same way.

Jeremy: You’re absolutely right. That’s a really good point. You might have some board members who might view that as a weakness.

I can think of one specific client example. I won’t use their name. The original founder was a very strong technology person who didn’t have a lot of business background.

When he would come to the board asking these questions about management issues, in the session afterwards they would say, “Wow, he’s not sure of himself. He doesn’t have any real confidence.” You’re right. You have to balance it. You have to read your board.

There is a benefit of having your attorney in the board meeting, not as a board member but attending the board meeting. You know this as CEO. You’re in there and you’re running that meeting. You’re presenting. You’re bringing in the management. You have a lot going on.

The hardest thing for you to do in that situation is to actually take a step back, look at your board members and see how they’re reacting to information. Are there side glances? Are people making faces at each other? Are they smiling?

One of the roles that I’ve played over the years is that I can do that personally for the management team, just sit there and see how things are being presented, and watch the board’s reaction.

Then we always do a debrief after the board meetings and say, “How did that go? How can we do better? Is there someone you need to follow up with and make sure that they really understand what you’re trying to do?”

Patrick: Definitely a good corporate attorney, whether it’s your general counsel in-house or an outside attorney like Jeremy, can be a great counselor. They attend board meetings. They have a lot of perspective. That’s extremely valuable.

The other thing that I’ve found valuable is that boards, and people in general, don’t like surprises. They don’t like positive surprises or negative surprises, honestly. A positive surprise means that you didn’t know what was going on.

One of the things I would do is, the week of the board meeting, especially if there was something where I didn’t want people to be surprised, I would call each of them individually. I would talk to them and deal with that so when we actually get to the board meeting, someone doesn’t have to blow up.

Someone might still do it anyway, from a dramatic standpoint, but it’s not because they’re hearing the news for the first time.

Jeremy: Patrick, that’s probably one of the most important things that anyone who’s going to be the CEO of a company could ever hear. I’m a firm believer in no surprises. The board should never hear anything for the first time in a board meeting.

Patrick: There’s an occasional surprise that you beat earnings by some enormous amount. That’s okay, but even that can’t happen that often.

Jeremy: Exactly. I love the fact that what you were describing is that you were reaching out to your board members before the board meeting and talking to them, getting their input so they knew what was coming.

Some people say, “Jeremy, as an entrepreneur I can’t do that. I’m so busy. Just getting the board package together is all consuming.”

I say, “Okay, fine. Pick one board member who’s the lead board member on your board. Make sure you’ve talked to that person. Get that person’s input and feedback. Let that person, then, pick up the phone and let the other board members know what’s going on.”

Patrick: You have that kind of relationship where that person, whether the lead outside person or the chairman, actually does communicate.

There have been situations I’ve been in, in some companies, where I have talked to the chairman and I think that person is going to talk to the other board members. They don’t.

Jeremy: Sounds like you needed a different chairman then.

Patrick: Exactly. Sometimes you can’t always control that. By the way, that wasn’t my most recent company.

You’re obviously a big advocate of giving back. I know you’ve been someone who’s been very active civically.

Talk to us a little bit about REBOOT!, what that is and what you’re doing with them. That was something I saw in your bio that was pretty cool.

Jeremy: I just absolutely love what REBOOT! is doing. There’s an organization in town that does social venture investing. I got invited to one of their events where they talked about this company REBOOT! and what they were doing, helping people who were leaving the military to reintegrate back into society, to be able to get jobs in the private sector.

I heard that, and that’s something I’ve always been really passionate about. When I think about the things I’ve worked with, whether it was Goodwill Industries in the past or other charitable organizations, I’ve always been focused on enabling people to be able to be independent, to get into the private sector and create value and jobs.

I heard about this charity and this organization. I actually went to what they call their graduation. The military folks go through a three-week training program. Effectively, it’s a rebooting. You go to bootcamp to learn how to become an army person or a marine. This is a way of rebooting you now for civilian life.

I went and heard the graduates of this program speak. It was one of the most moving experiences I’ve ever had. I watched the impact that this program had on these individuals in helping them develop their self-esteem and understand how different it was going to be for them to be in the private sector, but how everything they had done up to that point had prepared them to succeed in the private sector.

To see one after the other get up there and talk about the impact this program had, that was it. I was sold. I picked up the phone. I called the head of the organization. I said, “I want to volunteer to do pro bono work for your organization.” Ultimately, they asked me to be on their board.

Patrick: That’s awesome. Tell us something about yourself that most people don’t know.

Jeremy: I’m not sure most people don’t know this, but I’m well known as someone who really enjoys wine.

The newest thing that people may not know is I’ve been fortunate enough to have some successful clients, and one of my successful clients has allowed me to participate with him in his endeavors in building a new wine bar and winery.

Now I get to pursue another one of my passions, which is the wine industry, while still being able to be a lawyer.

Patrick: That’s awesome. Is there anything we left out that you wanted to talk to our listeners about?

Jeremy’s just a fantastic resource for many aspects of corporate law. We’re going to work on a series together to get some snapshots of various different things that I think are important or that Jeremy thinks are important for entrepreneurs. Short of that, was there anything generally that we left out?

Jeremy: One think I want to point out is I’m very active on LinkedIn and Twitter. I’m active specifically to be educating entrepreneurs.

In addition to articles that I may write or video blogs that I’ll do- I’ve been posting a series recently on video blogs about entrepreneurs and valuations and raising money- I also regularly share information that I think is useful and interesting about the venture capital community, building boards and building companies.

I would really urge your listeners to follow me on LinkedIn and Twitter. Connect with me.

Also, in my firm, we’ve just released a brand new entrepreneur-focused website called MintzEdge, which is all about educating entrepreneurs. We provide free resources, including a little box they can type in. If they want to ask one of us a question, they can ask a question and we’ll respond. That’s free.

Patrick: That’s cool.

Jeremy: I urge you to take a look at MintzEdge. I think you’ll find a lot of really useful information on there to help you build your business.

Patrick: Awesome. Thank you so much, Jeremy. I appreciate you doing this. This is Patrick Henry, the CEO of QuestFusion, with the Real Deal…What Matters.

I hope you enjoy this interview as much as I enjoyed doing it! What is your experience with corporate attorneys? Have you found them to be valuable? Have you seen them as an extension of your management team and as a business partner?

Patrick Henry Jeremy Glaser

This is Patrick Henry, CEO of QuestFusion, with The Real Deal…What Matters.