Episode Transcript
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(00:00):
Welcome back to Stories Worth Hearing.
I'm John Quick, your host, and today I get to share a
conversation with someone who has built a fascinating career
in both business and entertainment.
Arman Martin Arman is the founding partner and CEO of
Foundation Law Group, A modern law firm that helps startups,
investors and creative leaders tackle big opportunities.
(00:22):
Over the years, he's guided companies through major mergers
and acquisitions, raised over a billion dollars in venture
funding, and worked with some ofthe biggest names in tech and
media. He's also stepped into the
entertainment world, serving as a legal advisor on HBO's hit
show Silicon Valley, making surethe startup world on screen
matched the real one. In our conversation, we'll dive
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into his story, from where he grew up, to what drew him into
law, to why he started his own firm, and the unique perspective
he brings from working in both boardrooms and Hollywood.
So Armin, welcome to the show. My first question is how did you
get started in law? So that after college, I did a
year working in Sacramento, in the state Capitol and realized
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that politics as a career was not for me.
So I kind of didn't know what todo next.
I talked to my college mentor who is also my political mentor,
and he said, look, you know, maybe one day he'll run for
public office. Why don't you go to law school?
It's a very flexible degree, andyou could do anything you want
after law school. You don't have to be a lawyer.
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So based on his advice, I applied and went to law school.
And it is absolutely advice thatI would not give to anybody
going forward. It's like telling somebody to go
to trucking school without wanting to be a trucker.
I mean, you know, there are a lot of folks who do go to law
school and and end up in careersoutside of law.
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But the difficulty is that thesedays, you know, with the cost of
law school, when I went to law school, UCLA was extraordinarily
cheap as as a public university.So I didn't come out with a huge
amount of loans, but I still came out with some loans.
And today it's actually it costsabout the same to go to UCLA as
it does to USC law school, for example.
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It's it's gotten a lot more expensive, but you know, you
need a job in order to pay thoseloans back.
And it's very difficult to say no to the people who are on
campus offering these high paying jobs to become a lawyer.
So that's how I became a lawyer.Nice.
Did you have somebody early on that you kind of looked up to
was a hero to you in your life? And tell me a little bit about
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that. I mean, you know, ironically, my
heroes growing up were were either in sports, you know, as a
as a big Dodger, as a fan, or, you know, and I and I recently
met Oral Hershiser and we talkedlaw, which.
Was kind of cool. Oh, that's pretty cool.
Or politics. I was, you know, I still am
enamored of and Ronald Reagan still is my, my, my hero.
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I didn't really have any heroes in law per SE since becoming a
lawyer. There's definitely, they're
definitely a number of lawyers who have met over the course of
my career who have had a profound influence on me,
including, you know, the mentorsthat I had when I was practicing
in the Bay Area, guy named Pink Massey.
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And then when I came down, I waspracticing here in Los Angeles,
a guy named Jeff Weiner. They were definitely people who
I looked up to because they wereexcellent technical lawyers.
They are, you shouldn't put themin the past tense and as well as
being just wonderful people. And they really taught me that
in order to be a successful lawyer, you don't need to be the
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jerk, the a hole, the screenwear, none of that.
You know, you could be a very friendly get along person and
still do a great job for your client.
And that's how I've tried to conduct myself and my career.
That's awesome. So you've worked at some pretty
great firms before starting yourown.
What were some of the things that you learned in some of
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those firms before you decide tostart your own?
Yeah, I mean, look, I think I learned the importance of of
building a team and having personal connections with the
people that you work with. It's ironic because we're now
virtual and we can talk about how that plays out in a virtual
environment later in the podcast.
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But I think that that's really important in an area of law
where there's a lot of stress. Clients need everything.
Yesterday, you know, you were expected, you make a lot of
money and as a result you were expected to be available.
So having good relationships with the people that you work
with really makes it a lot easier.
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That's the one really big take away I took from the various
places I was at before starting this firm.
That's great. At one point you're probably on
the edge of, OK, should I keep working for big firms or should
I start my own firm? Talk to me a little bit about
that story in your life and whatpushed you to then go start your
own. Yeah.
I mean, look, I didn't think it was possible to do the kind of
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work that I do at a small firm like my own firm.
And you know, my practice these days consists of representing
startup companies, which a lot of times means dealing with
venture capitalists. And you know, it's, it's not
just folks in the garage, you know, you're dealing with
high-powered law firms on the other side and venture
capitalists who want to make sure that the company lawyer
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that represents the company they're investing in knows what
the heck he's doing. And mergers and acquisitions and
in particular, and I thought, look, you know, you know, you
need a lot of support from specialists and whether that's
an employment lawyer or a real estate environmental lawyer, a
tax lawyer. And I thought that that was
going to be very difficult to doon a smaller scale.
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So that was really what was keeping me from starting my own
from earlier than I did. And what I discovered was that
that's not actually the case, that there are lots of resources
out there that will allow somebody that starts their own
firm and knows what they're doing to complete transactions
without a huge T. And my guess is by doing that,
there's some cost savings there.Definitely, you know, the
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clients always ask for one thingwhen trying to figure out cost
and that's what's your hourly rate and that look, obviously
that's very important because that times number hours, right,
leads to what's on the bill. What they don't ask is how many
people are going to be working on this transaction.
And frankly, that's how the larger firms really stack up the
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bill. You know, you have 3 or 4
different corporate lawyers working on the transaction.
The hourly rate's no longer like$1200 an hour.
It's not like $4000. So that's really it's, it's
actually, they're actually free inputs and figuring out what the
total cost will be. And look, the reality is if
you're working on a billion dollar deal, you probably need 3
or 4 corporate lawyers to work on the same transaction.
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But you know, I was talking to alaw student yesterday who wants
to become an MNA lawyer and telling him about my practice.
And what I noted for him was that sometimes people would be
surprised because I'd be doing adeal with against a, a large law
firm on the other side. And you know, in the morning,
I'd have a call with the junior associate to talk about the due
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diligence. And then an hour later, I'd have
a call with the senior associateor a junior partner to talk
about the documents. And then an hour after that, I'd
have a call with the senior partner to talk about the
documents. And then an hour after that, I'd
have a call with the and it was a little different for me as
well when I started. But what I've discovered is for
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the right size of deal, and that's pretty much anything up
to $100 million, you don't need to have a huge team of folks
working on things. As long as you have a competent
M and a lawyer leading the charge, then you know you can
round out the practice with the specialists who come in to talk
about IP or or employment matters, whatever it may be, in
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order to complete a transaction.So one of the things I think is
really cool, you have a law firmnow, Foundation Law Group, where
you're the partner and CEO and it's virtual.
So you decide to start your own law firm.
The distinction that you guys have is it it can be a 100%
virtual. Tell me about what made you
create that specific distinction.
OK, so, so that specific distinction, it was very simple.
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When we started the firm, it wasme and my original partner,
Terry Kwan. Both Terry and I like working
from home. So when we started the firm,
we're like, yeah, we don't really need to have fancy office
space. And in particular as a corporate
attorney that does startups and M and AI found that maybe two or
three times a year that I have aclient coming to my fancy office
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in Century City, right? Or downtown.
Most of the time when I went with clients, it was over a
meal, which frankly, I find to be be the best way to interact
with clients because then you'renot just their lawyer, you also
become a friend. And it's harder to fire your
friend for somebody cheaper or for some other dazzling thing
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later. And so I always encourage young
lawyers, you know, take your clients out for lunch, dinner
and befriend them. But that also means like, you
know, you don't have to work with jerks, but but that's a
different thing. So that's why we decided to, to
employ the virtual format as it,it was even when I had the fancy
office space, I would say I probably had never met 50% of my
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clients in person, whether it was geographic.
We have clients around the country and around the world.
But sometimes, you know, I have clients right down the street
that I've never met. I sold a company, some of it was
during COVID, so that was in play as well.
But I sold a company for a guy who lives, works 20 minutes
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away, and I didn't meet him in person until after the deal was
done. That's cool, you know, and
that's being something when somebody says here's my $25
million biggest asset that I have, please sell it for me and
I'm OK not meeting you face to face in order to trust you're
going to do a good job for me. So what's it been like marketing
your firm? You know, I think if you work
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for a bigger firm, some of that's kind of taken care of for
the folks that work there. When you're the person in in
charge, the CEO, the person who's the founder, that all
falls on you. How's that been?
Look, the reality is, is that incorporate law in particular, the
vast majority of your marketing is done in person and is based
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on relationships. So you get clients from your
current clients who then refer you to their friends from other
professionals, whether it's investment bankers, venture
capitalists, accountants who know you to be a good attorney
and and can refer you to their clients.
Or as I've discovered in this format.
And it's something frankly, I did not expect how much business
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I would get from the large firmsI used to be at and my contacts
at large firms because they're just too expensive or because
they have a conflict. And they'd rather, you know,
send it to me knowing that I'm going to hand it back to them
after the deal is done, rather than sending it to a competitor,
a direct competitor. So what's some advice you'd give
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to folks that are coming out of law school?
You mentioned you talked to somebody.
I'm sure you do often people probably want to pick your
brain. What's some advice you give?
It's you know, as you mentioned,law school is very expensive
now. It might be a different world
than it was when you enter the job market.
There's going to be folks listening in thinking, man, I
want to become a lawyer. What are a couple things you'd
do you usually say to folks thatcome your way with those kinds
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of questions? OK, so I'm going to take one
step back from that and, and, and talk about people thinking
about going to law school and applying to law school, because
I talked about this with the young man that I was meeting
with yesterday. And I gave him the bad news
that, you know, yeah, you know, it's great that you're going to
UCLA, my alma mater, but you probably should have picked a
much higher ranked school that was outside Los Angeles.
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And that's the first piece of advice I give people go to the
highest ranked school. You get into why?
Because the folks at, let's say,the top two or three law
schools, Harvard, Yale, Chicago,whatever that whatever the
rankings are today, they get their pick of law firms and
their pick of jobs when they come out.
And then you go one rank down, let's say 4 through 6 or 7, and
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like 90% of those folks get their pick.
And then when you get to the fifteens or sixteens where UCLA
is, depending on the economy now, it's only 40 to 60%.
And, and if you go down to whereI'm an adjunct professor and I
think it's a great school, Loyola here in Los Angeles, it's
maybe the top five or 10% of theclass that gets those jobs.
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So unfortunately, lawyers are very hierarchical and, you know,
the rank of your law school means a lot.
Now when you're coming out, the advice I give people is try to
go, everybody wants the big firmjob where they're going to be
getting paid 100 and 6000 and $70,000 straight out of law
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school. The percentage of folks who go
to law school and get those jobsis probably 10%, OK at most.
I don't know what the exact numbers are, but it's somewhere
like that. The vast majority of folks are
not going to get jobs making that much money coming out of
law school. So the advice I have for them is
take relevant classes to what you're interested in doing while
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you're in law school, so at least you can show them some
sort of experience, even if it'snot at a firm.
You know, if you want to be an Mand a lawyer, you took the M and
A classes. You took the tax classes, right?
And then if you can't find a jobat a big firm, try to find a
job. It's always easier to get a job
when you have a job. And if I'm at a big firm and I'm
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interviewing people to come workfor me fresh out of law school,
I'd rather hire somebody who's been working for a year in an
area not related to my own than somebody who has been sitting on
a couch, right, and has no work experience.
So there's also going to be folks listening in that are like
a lot of entrepreneurs listen tothe show.
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And I think sometimes, often times people call lawyer after
the crap hits the fan or maybe it's a little too late.
What is kind of the best runway to get a relationship with a
lawyer for somebody that has a startup or an entrepreneur?
Kind of the mindset, you know, where does that become most
helpful to have somebody you could pick up the phone to and
kind of powwow about legal advice to in your opinion so.
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My advice to entrepreneurs is talk to your friends who are
entrepreneurs and ask them abouttheir lawyer and whether they
like their lawyer and talk to that lawyer as soon as possible.
OK, they're now a bunch of services that will incorporate a
company and do the very basics through sort of a question and
answer online type thing outlet,Stripe and a couple of others.
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And they do a decent job. But a lot of times and startup
law in particular, people think it's very cookie cutter and in
some ways it is because the forms that we use are very
cookie cutter. A safe, which a lot of folks use
to raise money on early on is cookie cutter.
You just change a couple things and you're ready to go.
What kind of instrument to use, how to structure At the very
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beginning, it's, it's actually in some ways a lot more art than
it is science. Because when I talk to my
clients at the very beginning, Iasked them some basic questions.
What do your investors look like?
Are they just going to sign anything you put in front of
them and send you a check? I might think about things a
little differently. Are they going to ask a lot of
questions? Are they more sophisticated
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Angel investors? OK, maybe we should be doing a
price round rather than a safe because Angel investors like the
benefits of qualified small business stock.
So there are a lot of things that at the very beginning, if
you get them right, you'll save money in the long run.
And frankly, most good startup lawyers will at least have an
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initial conversation with you without charging you for it.
So why not get on the horn, get their ideas, interview them,
make sure you like working with them and you like that
personality before you sign themup.
And make sure that that whoever you talk to is actually going to
be the person that's doing the work for you when you hire them.
And it's not just going to hand you down to an associate to to
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do the grinding. Have you seen the ways in which
entrepreneurs raise their money change since you've started, you
know, day one and law practice to now, it seems like there's a
lot more crowdfunding kind of stuff going on.
And what's your take on all that?
Yeah, look, definitely when I started in Silicon Valley in
1998, I started at a time when everything was super hot.
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And back then, you know, it was two guys and the dog in a garage
and that have a term sheet for $4 million from a venture
capitalist. OK, that's changed.
Venture capitalists no longer will just write term sheets
based on business ideas unless you're, you know, somebody who's
exited multiple companies with significant amount of return and
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have a track record. OK, if you're just starting a
new business, you're almost certainly not going to get money
from a venture capitalist. So who do you get money from
initially? Most people raise their money
from friends and family and that's, you know, anywhere from
200 to 500, maybe $1,000,000. If you don't have that network,
then you're going out and tryingto raise money from Angel
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investors. I myself put them in Angel
investor and I'm part of the past of the angels.
Find out who the Angel investinggroups are around town and apply
to them. Most of them you can apply to
online. So that's been the biggest
change. And then once companies have
some traction and whatnot, now you see venture capitalists
coming into play and doing a Series A round or a Series B
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round. That's been a significant
change. The other sort of big change is
that back in the day we did the first round of financing almost
always was a price round. It used to be a Series A
financing that you know, and then it was series B, series CD
going on right now we have this new nomenclature and now it's
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series seed before the Series A and sometimes the precede and
blah, blah, blah. And people like focus a lot of
time on the importance of this label.
And when I tell them is the label doesn't really mean much.
It's more marketing rather than anything else.
So one of the things I read, I think, is that you were a legal
advisor on the TV show Silicon Valley.
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How did that come about? South, one of my really good
friends, a guy named Dave Young,who is probably the best known
startup lawyer and probably the best startup lawyer in Los
Angeles at a big firm here, was their original legal counsel and
and gave them sort of insight onhow things actually happen in
Silicon Valley, even though he'sdown here and so am I.
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But then again, that's where Hollywood is.
And he had a conflict. So he called me to pinch it and
I established a relationship with them and it was very cool.
I mean, they would they basically would ask, hey, we're
thinking about writing the storythis way.
What do you think? Does it work legally?
And sometimes you'd have to givethem the bad news that no, it
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doesn't happen that way. And though while a lot of
Silicon Valley and I watched theshow religiously was over the
top, much of it, I would say 90%of it, particularly related to
the legal aspects were spot on because they got advice from
experts. So.
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Let's say somebody wants to, they've listened to this and
they're like, man, I got to callArmand, I got the, I got to
start up, blah, blah, blah. What's an on boarding process
look like for somebody that wants to get your law firm
involved, whether it's, you know, a small or a big thing?
Yeah. So, so you know, you have an
idea, you would call me, I wouldsend you what I call an
incorporation questionnaire thatyou fill out, gives me sort of
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the information I need. I help you fill that out and
then it's a very simple process.We incorporate the company,
issue the shares to the founders.
We set up a stock plan so that you now can issue shares to
employees, consultant advisors going forward, and then we help
you with your initial round of financing.
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When we do that, all for a fixedfee, and a lot of firms will do
that, including the big firms. The big firms generally don't
work on a fixed fee. What they'll do is they'll
defer. Let's say the first $30,000 in
costs, you know, having spoken to some of them, I know that our
fixed fee is about 1/3 of what, what their deferral is.
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But that's how we work with themand, and what I tell them is by
the end of the that that initialprocess should be funded to hit
the ground running and to build our business.
And hopefully they won't be reaching back out to me a very
often until they're ready to raise their next more
significant route of financing. You know, I'm very aware that
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legal is the last thing people want to spend on when they're
building a company. But a few dollars spent smartly
at the very beginning can save you huge headaches and a lot of
money in the future when you know I have to come in and clean
up things that were not incorrectly.
Just. I tell engineers this all the
time. Just like I wouldn't endeavour
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to try to build a semiconductor or even a website, they
shouldn't be trying to be a lawyer.
Stick TLA and do what you're best at doing.
I will tell you what you can do on your own safely without
paying me. I'm very happy to do that.
But there are some things you absolutely need to have a lawyer
involved with, and the best clients are those that
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understand in that distinction what sort of not important can
handle yourself, What I need calm and about and talk about.
You mentioned politics and beingin California, liking Ronald
Reagan. Are you hopeful for California's
future? The economy there, What's it
like living there in the economy?
And we see, you know, people seeit on the news and it's like
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gloom and doom. But what's it actually like
there? Are you hopeful for the future?
Well, look, I mean, politically I'm, I'm not aligned with
California, but I've lived in California my whole life.
I've lived in Los Angeles basically my whole life and I
don't plan on leaving. That ever been said,
unfortunately, given some of thechallenges that businesses here
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in California face, I can't tellyou how many times I've had
clients move out of the state orare thinking about moving out.
And it's disheartening. I think we've gotten away from
sort of being the land of innovation, definitely in terms
of things like taxation and regulation and you're seeing the
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effects. There's no question about it.
You know, that haven't been said.
It's up to the individual. Look, I can, I can afford living
here, but and, and I can I do, and I continue to do that
because I do love the state. I do love a lot of the people
here, but it's not as easy for people who are more middle
class. And, you know, those taxes
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really hit home and hit hard. And that's just the reality of
living in California. Yeah.
So recently I've had a couple conversations with some friends
and it's funny how they've kind of went both the same way.
My advice to them was the entrepreneurial friends and what
I said to them was man, you needto hire a lawyer.
And what they told me was man, don't worry about it.
I asked Chad GBT and they he said I didn't need to hire a
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lawyer. What are your thoughts on that?
I'm sure you get a lot of that maybe from clients or just
friends or whatever. JBD being somebody's lawyers
probably not the best idea but Iwould love to hear your
thoughts. Look, it's not the best idea.
Let me let me give you bang on example.
We actually use AI in our practice.
In the last six months we deployed it and it's incredibly
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helpful. The problem is that if you're
not a lawyer, you're going to go, you're going to get messed
up because you don't know the right questions to ask and the
right prompts to give. People will go to ChatGPT and
say, hey, ChatGPT, give me a nondisclosure agreement, right?
And ChatGPT will spit out something that's OK, I suppose,
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but it's not tailored for your situation.
Maybe you're the one sharing allthe information and ChatGPT
gives you a mutual non disclosure agreement where now
you owe obligations to the otherside, even though you're not
getting anything from that right?
You can get sued based on that right?
So that's a real problem. For example, the the AI that we
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use is specifically tailored forlaw firms and is much, much
better than ChatGPT. But when I have it review and I
it, it does things that are fantastic, I can have it review
an agreement and it will give mesuggestions on, hey, do you
think about this? Do you think about this?
But I still find that 50% of thesuggestions it give me, it
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either don't make sense because of the context of the deal and
the personalities involved, right?
You can't just mark every document to hell.
You have to understand what the dynamics are of the transaction.
Or sometimes it's just the wrongcomment.
If I was on the other side, I might want that comment, but I
certainly don't want to make that change for my client's
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position. And it takes a lawyer to
understand that. So I think AI has come a long
way. I think AI absolutely is the
future. It's going to be part of the law
practice. And I think you'll be committing
malpractice not using AI. But you still need a lawyer who
understands the dynamics of a transaction in order to
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implement it correctly. So you talked a little bit about
what you do specifically for your law firm, but do you, does
the law firm overall do other things?
And if So, what are those other things?
Yeah. So, so my practice is general
corporate representation, focusing on startups and mergers
and acquisitions. Our law firm as a whole has
(25:48):
about 7 lawyers that do that. But then we also do intellectual
property, patents and trademarks.
We do real estate attack litigation, employment
litigation, as well as commercial litigation and
basically whatever a startup business will need in order to
go forward on a day-to-day basis.
(26:08):
There's certain things that thatwe farm out to experts, like
there's a small privacy law firmthat focuses on privacy issues
and they work on our privacy matters.
So we really pride ourselves on having experts.
We work on everything. We don't try to be generalists.
While we're significantly less expensive than our peers at the
(26:30):
big firms, it's still expensive and you need to be an expert of
whatever you work on. You can't learn on a client's
dime. So I think we've assembled a
great team of folks and you know, we also do a few things
that are very niche. We just hired an an amazing
woman that works on our Wristle litigation.
Very dry, very niche but very important.
(26:52):
We also hired my former roommatefrom law school who is a white
collar criminal defense lawyer. Hope you never have to work with
him, but he's one of the best asas a former US Attorney, he's
represented some really high profile figures in white collar
defense matters. And then do you guys only work
in California or if somebody's listening from Washington or
(27:13):
Oregon or wherever, can they give you all a call?
Yeah, absolutely. No, we don't just work in
California. I have clients literally around
the country. A lot of times, most startups,
for example, will be incorporatein Delaware.
And I know that there's a bunch of stuff floating around there
about how Delaware is not safe anymore and, you know, you
(27:33):
should incorporate Nevada or Texas or somewhere else.
And to that I say, not so fast. Delaware is still considered the
crime Delaware. And as a result, even if you're
in Oregon or Washington, wherever you may be, you're
almost certainly going to be registered as a Delaware
corporation if you want to raiseventure capital money.
(27:55):
And then we'll get you qualifiedto do business in whatever state
you're in as well. So we'll put all your
information in the description, but for folks listening in,
what's the best way to get a hold of you or your law firm?
E-mail, Email's the best way. e-mail me
armin@foundationlaw.com. I'm faster replying to emails
than I am texts. I tell people that all the time
because I'm in front of my computer seems like 24/7.
(28:18):
And then we can set up a time totalk.
You know, a lot of folks are oldschool.
They they'll call you. If I don't recognize your
number, I'm not going to pick up.
I'm too busy. Well, so folks listening, and I
want to encourage you, if you'rean entrepreneur or startup or a
maybe you're up and rearing and you're 10 years into your
business and you got legal questions, I always encourage
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folks to get it. Get in touch with a lawyer.
We'll put your information in the description arm in.
But do you have any last minute thoughts here before we head off
here? 30 minutes has gone by in a
flash. Yeah, absolutely.
Look, you know, the, the future of legal work is changing.
There are now a number of firms like ours that are totally
virtual. And sometimes we're the right
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choice. Sometimes we're not.
If Bank of America knocks on my door tomorrow and says, hey, I
want to do a bunch of deals, I'mprobably not the right choice.
Why? Because if something goes wrong,
they're going to say, wait, who?Who are these people?
Why don't you hire the really expensive fancy lawyers?
But if you're an entrepreneur who's looking to start a
business or looking to sell yourbusiness, then we're absolutely
the right choice. The, you know, ask if, if we're
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not the right choice, I will definitely tell you.
We will tell you. And a good lawyer will tell you.
Most lawyers that I deal with, despite our reputation, are
honest people. They're not looking to grab that
last dollar. If they are, they're not busy
enough because they're not good.If if they are busy, they're
going to tell you what's they'regood for and what you should go
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find somebody else to do becausethey're not the appropriate
resource, well. Thanks so much for joining us.
All my folks listening in. I'll put all the information in
the description website, you know, all that kind of stuff, so
you can go check them out. We wish you a success Army and
welcome back anytime and hope you have a good rest of your
day. Thanks so much, Jonathan.
It was a pleasure.