The first lawyer at a high-growth scaleup has an enormous task ahead of them: to build a robust, scalable legal infrastructure from the ground up. Where do you start, and how do you plan ahead?
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I joined Babylon as its first lawyer in 2017, when the business had neither an in-house legal team nor an internal scalable legal process. The business relied on ad hoc external advisors for transactions without full-time focus on legal business priorities. It’s a situation most GCs find themselves in when joining a fast-paced scaleup.
Unlike most GCs though, I lucked out - legal affairs at Babylon were in relatively good shape, considering there was no internal legal team to facilitate the growth of the business. The founder, Ali Parsa, had a wealth of experience and knowledge with fundraising, banking, and seeing previous companies through to exit. With this in mind, the company hadn’t felt the pressure to hire a lawyer at such an early stage. In many ways it was like starting with a blank sheet of paper; both exciting and challenging, knowing that you’ll have to establish the structure from the ground up.
But faced with that blank sheet of paper, where do you start? What do you prioritize? And how do you make your first 90 days count? Here’s what I learned from my first three months at Babylon.
“I had a perfect plan written out, detailing what the first 100 days would look like - and then I tore it up on my first day”
30 days 🌱
There’s a common misconception around leaving private practice and joining a scaleup. Free from billable hours, you’ll be moving towards something that resembles a relaxed, nine-to-five job. This couldn’t be further from the truth; the nature of a scaleup involves hard work and long hours.
I was a sole counsel for the first six months at Babylon, which meant I was single-handedly managing the bulk of legal work. It would be easy to dive into planning and start thinking long-term, but there’s a danger in bypassing the daily tasks by doing so, as well as the relationships you need to establish with the team.
I learned this the hard way. I had a few months to think about the legal function before I joined the business. I had a perfect plan written out, detailing what the first 100 days would look like - and then I tore it up on my first day. I had to extinguish some fires first.
I would recommend spending the first month interacting with your colleagues and demonstrating your capabilities as a lawyer. It’s important to demonstrate not just legal skills, but all the other skills we take for granted as lawyers coming from private practice, such as good project management, organisation, and clear written communication. As a legal department of one, it’s essential to interact with the rest of the business, to understand how they operate and how you can help them. I spent a lot of time speaking with tech and marketing teams, and perhaps most pressingly, the commercial team. I wanted to dispel the common perception of legal and prove my ability to add value and enable my revenue-generating colleagues.
It’s essential to invest that time with other teams at first and focus on the day-to-day instead of planning too much for the future. The tasks people flag to you won’t necessarily be the tasks you, as a lawyer, would think about prioritizing. The first month is unavoidably reactive, instead of proactive, and you don’t have the capacity to step back and plan ahead. Instead, you keep an ever-growing list of things to think about when you have time.
There’s a time for forward thinking, but it’s definitely not in the first month.
“Every stakeholder believes their task should be your top priority - it’s on you to explain why your focus is elsewhere, on other tasks that take precedence”
60 days 🌻
The benefits of planning at a later stage are evident from the way you work in the first month. By this point I knew people in the business, and had established some credibility by rolling my sleeves up and doing work. Investing your first month in being reactive to their priorities rather than yours also makes cross-team collaboration easier when it comes to planning; people were more than happy to work to my requirements and priorities because I had dedicated my time to them first.
This hard work paves a path for you to create your 90-day plan, but it doesn’t eliminate the challenge of balancing future-planning with daily legal tasks. This can be difficult to scope out, especially as a sole counsel. There are three key principles that can guide you:
Look over your list of tasks and identify those that are business-critical. Is there anything on your list that would significantly impact the wider business if you didn’t get to it quickly? For example, a time-sensitive deal that affects revenue should be the focus over and above a marketing review which isn’t required for a couple of weeks
Address stakeholders openly and honestly. Every stakeholder believes their task should be your top priority, and it’s on you to explain why your focus is elsewhere, on other tasks that take precedence. It’s all you can do as the only lawyer, especially when there isn’t a large budget in place for external resource
Maintain regular communication with the team. Being a one-person legal team can get lonely - so plan regular meetings with other teams to understand what their priorities are and how they operate. Avoid operating in a silo, and keep the wider team updated with what you are working on. The role and value of the legal team will be judged quickly, often by the first or second interaction someone has with it. It is a delicate balancing act
In between balancing daily work with future-planning, it’s essential to create and implement processes that are ready to scale. When I joined Babylon, I didn’t imagine our 200-person team growing to over 1800 in just a couple of years. You have to build to be ready for that scale, and this starts with the absolute basics.
For example, new joiners won’t know who you are and will need access to legal information. Make sure you get the relevant information on a shared drive or wiki for them to access, and update it regularly.
A company may have 1800 employees, but it doesn’t need 1800 lawyers; I found that 50 per cent of questions could be answered through a simple FAQ document, so having that information readily available and accessible for everyone made a huge difference. We created a legal Q&A webpage that was distributed across the business and updated regularly. Processes are constantly changing, and must continue to develop. Left to run their course unsupervised, they can’t be expected to scale with the business.
90 days 🌳
Around the 90-day mark, you’ve developed enough trust within the business to focus on two things that you’ll need as you scale: hiring and automation.
When it’s time for the first hire, it’s important to find someone proactive and ambitious; someone who wouldn’t turn their nose up at admin work and understands the priorities of the business. You’re defining the culture of the legal department you’re creating, and it can’t be one that just says ‘no’.
Soon enough, you’ll end up with a legal team to manage, as opposed to being the sole counsel in the function. This brings its own set of challenges - as the team grows, you have to keep track of everyone’s priorities. You need to make sure you’re allocating the team’s time where it really matters - it’s all about establishing your risk appetite. Target the team’s resources and efforts towards those tasks that deliver the most value to the business, in line with that risk appetite.
It’s also important to keep in touch with the team and conduct regular meetings to identify where they dedicate their time. By addressing which tasks occupy 80-90 per cent of the team’s time, you can understand how legal really functions. And, of course, as the team scales, you have to establish a more robust management strategy. Since joining as sole counsel, I now have a team of 10 - two in the US and eight in the UK.
When it comes to automation, I’m a big fan of technology and what it can do to make things easier in every industry. When considering budget or internal approval, it’s important to work with a dynamic, realistic and flexible provider that offers pricing for scaleups. Some tech options are standard and fairly obvious - such as using Google Drive to create a filing system, or using Juro for contract management.
I have a benchmark for legal tech - does it make our lives easier, both for legal and for the rest of the business? And if it doesn’t, what are the benefits of it making tasks a little more difficult? For example, it’s easy for commercial teams to ask legal to produce an NDA, but it’s a waste of our time. Using contract management software alleviates that pain for us, but the commercial team would argue that it’s time consuming for them. The legal tech we adopt has to have a tangible benefit that outweighs this, even if it makes someone’s life a little less easy!
For example, using a contract automation system for NDAs involves the commercial teams taking time to learn how to use new software… but after the initial pain, the system will ensure that all NDAs are automatically placed in a central folder once signed - without risk of human error. It will also ensure that no changes are made to the document without approval from the legal team. So the net benefits far outweigh the slight pain of introducing a new piece of software.
“If you wanted an easy life, you’d likely have avoided scaleups, and perhaps the law altogether”
Setting up for success 🙌
For GCs joining as the first lawyer at a scaleup, I would always suggest the following to make your first 90 days as seamless as possible:
Make no assumptions: it’s easy to assume that you can achieve something, based on your prior experiences, but the scaleup environment is constantly changing. It’s always better to be sure than to waste time doing something that won’t work out. The first few months are critical, so you need to communicate with the team, and also be happy to say ‘I don’t know the answer, but I will check’
Listen to the business: you’re an advisor, first and foremost, so you need to be flexible based on who you’re interacting with. Learn the team’s risk appetites, how they like working and what level of detail they want shared
Build your network: it’s necessary to reach out to people and find lawyers who are willing to be your support network and sounding board. Develop relationships with external counsel who you trust, and who are happy to have a chat and offer advice. They won’t answer everything - a GC’s job revolves around applying first principles - but they will help. Having this network in place is essential
Offer practical solutions: don’t give essay answers when resolving a problem. People appreciate simplicity - offer options, advantages and disadvantages for both, and speak to the team as a human first, and lawyer second
Joining a high-growth scaleup, hitting the ground running and making a meaningful contribution isn’t easy. But if you wanted an easy life, you’d likely have avoided scaleups, and perhaps the law altogether. While being a tech GC is tough, if you use your first 90 days to engage with the business and establish a network, it will set you up for success as your company continues to grow.
Henry Bennett is general counsel at Babylon Health.