A Law Firm for Tech Startups

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Anirudh Rastogi, Harvard

Hi Anirudh!

 

Thanks for agreeing to speak with us. We know that you run one of the most promising startup friendly law firms.

 

1.   Let’s get started by learning more about your work? 

I run a law firm called TRA, which goes by the tagline “lawyers for innovation”. We are a corporate law and litigation practice with a sharp focus on technology businesses and startups.

We advised Team Indus on their launch contract with ISRO, on what is to be India’s first privately funded moon mission; represented fashion rental brand Flyrobe in multiple investment rounds from Sequoia and IDG, and Tripoto from IDG and 500Startups; and advised on the Snapdeal – Fashiate acquisition deal. We also assist with IP issues - We represented the right holders for FashionTV in India.

TRA also does niche policy advisory work. For example, we have been providing policy advice to the unmanned aviation (drones) industry in India in navigating what is otherwise a heavily regulated industry.

But when we speak about working for “innovation”, our work is not limited just to the tech sector, but includes advising clients working on new business models, creative ventures or really anyone with a new approach to doing business. For example, we helped draft a constitution for the governance of the International Buddhist Federation, which was really exciting work.

 

2.   Why did you decide to start your own law firm?

I always had the itch to start on my own. It didn’t have to be a law firm; in fact I was working on starting a tech-venture in Singapore after I quit O’Melveny. However, I was having conversations in parallel with Jitender, my cofounder at TRA, and we managed to convince each other that we could create something fantastic if we were to marry our passion for the law, tech and entrepreneurship. So what came out of it was a law practice for tech and entrepreneurs.

 

3.   Where did you study law? Tell us a bit about your experience?

I did my LLB at the NLIU and my LLM at Harvard Law School. I had a great time at both universities. Experimented with a lot of things at NLIU - even made a documentary film and then presented it at some niche film festivals! Participated in moot courts, was a member of various student bodies - All of this gave me a lot of confidence.

Harvard was transformational in ways, which I did not realize when I was on campus. Some of the most interesting courses, apart from the substantive law courses I did at HLS, were the world-renowned ‘Program on Negotiation’, and an advanced course on deal structuring and negotiation at the Harvard Business School. I also did a course on business strategy, which I think turned out to be as useful to me in life as my law courses.

 

4.   Do you have any advice for aspirants looking to build a career in law? 

Besides learning the law, focus on developing skills. Do not intern only at law firms or in the courts. Work with an NGO that lets you get your hands dirty or do some organizational work, stuff that you may possibly never get to do again. Explore the breadth in scope of the legal profession and the varied roles available to a student of law. By trying out different assignments such as policy research & advocacy, legal journalism and business research, one just might discover a hidden passion, which takes you off the beaten path. 

 

5.    You're qualified to practice in the US. Then, why did you choose to move to India and not work in the US?

Two reasons. One, India is buzzing with entrepreneurial activity, and unfortunately the service provider ecosystem (read lawyers, CAs, consultants who understand this space) is not very mature. So it was a great opportunity for a tech-focused law firm. Second, I have always believed that a lawyer can be most effective in the country she or he has grown up in. Unless you understand the pulse of the economy, the ways of doing business, politics and even simple things like body language, you cannot do your job well in law.

 

6.   You were Faculty at Singapore Institute of Legal Education and are currently a Mentor in an Accelerator? Tell us more!

I trained lawyers in negotiation skills at the Singapore Institute of Legal Education. One thing that TRA takes pride in is our ability to negotiate through delicate situations; whether it is a VC funding round for an early stage company against marquee investors, or a sticky situation where two co-founders cannot see face to face. If we have institutionalized this ability to a certain extent, it is because of our own academic orientation toward negotiation. Not only have I studied but also taught negotiation, and that helped.

With respect to mentoring startups, I like contributing my bit. The selfish reason is that I learn a lot myself. You cannot provide legal advice in a vacuum – you need to understand the business you are advising and the industry environment. By mentoring new startups, I get a ringside view of what is happening in the industry.  

 

7.   Since you work so actively with startups, tell us what are common legal mistakes you see entrepreneurs make?

Most common and significant mistake is not to enter into a co-founders agreement. It is a disastrous situation if your co-founder stops taking interest in work or decides to exit the venture, but continues to hold 50% stake in the company. Even worse is if the co-founder quits the business and starts a competing business. Such scenarios need to be discussed and covered in your agreement at the outset. Many entrepreneurs start their business as a proprietorship or partnership and not as a company. This is again something that can lead to issues at a later stage. Investors are comfortable investing in a company and nothing else. Period. To transfer business to a company at a later stage can be tax inefficient and time consuming.

Lastly, I have come across many entrepreneurs who think they can avoid lawyers at the angel investment stage considering the smaller size of the round. In fact I know of entrepreneurs even in more mature companies who negotiate their deal documents on their own. Having the right terms in your SHA can make or break your company. Giving too much control over the company to investors can be disastrous. Investors will not generally exercise these rights, but when things turn sour these rights are often invoked. Or not having the right liquidation preference clause could result in the entrepreneur not making any money even after delivering a stellar exit. These things need to be guarded against. Legal fees are really a small amount to pay in comparison to the gains or losses from the right or wrong terms.

 

8.   In your opinion, at what stage should startups bring in a lawyer?

It is a good idea to discuss your business plan with a lawyer at an early stage, even the idea stage. This is to make sure that there is no regulatory issues with the business plan in general. A good lawyer will be able to spot issues and suggest solutions, but also guide you as to what is it that you should address immediately and what can wait for later. There are often items such as trademark registration that can wait for much later, but you need to ensure at the outset that your brand name is not obviously conflicted with another mark. Then there are other items such as co-founders agreement, that to my mind should not wait.

However, if you cannot afford a lawyer at the moment, do at least try and read about common legal issues and fix what you can on your own - Many founders turn a blind eye and regret later. For example, even if you cannot afford a lawyer to help draft your co-founders agreement, at least try and record your arrangements with your co-founders in detail on an email. While it is not the most effective way, and enforceability in court of law could be slightly problematic, it would still be better than having no record of your mutual understanding. Do put in the effort to understand legal issues.

 

9.   What has been your experience of engaging with IvyPlus Network so far? Have you found clients for your work through the network?

It has been fantastic. The one thing I uprooted when I moved from Singapore to India was my social circle. It is great to have this platform, where one can connect with such a diverse crowd. In fact, someone mentioned to me at one of the mixers that one can’t hope to find such diversity under one roof any where else in Delhi.

I don’t look for clients at the events I attend. I simply attend to meet interesting people doing interesting things. The good thing is that all these people are also potential clients, or they refer clients. That happens all the time.

 

10. Finally, is there anything you want to say to IvyPlus Network members?

If you have any questions or concerns for your business from a legal perspective, please feel free to pick up the phone and call me. Even if you are at an idea stage, I am happy to brainstorm and guide you on your business.


 Anirudh Rastogi is a Harvard Law School alum and runs TRA, a Law Firm based in New Delhi, India.

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