David He: Startup Law Partnership Journey, Choosing the Right Lawyer & Founder Legal Roadmap - E354

· Start-up,Thought Leaders,Podcast Episodes,Southeast Asia,USA

“A lot of the questions founders probably have is why they have these annoying hoops to jump through every time they want to get something done, and why they have to pass shareholder resolutions and board resolutions? What are fiduciary duties? Why do we need policies? If you think about it, the entire body of law, whether it's Delaware or Singapore, is set up that way for a very good reason. If you want the benefit of having a liability shield against your assets, you want to take advantage of the system and you want to have the freedom to go out and take risks, knowing that no one's going to come after your house, your car, or your savings. You have to learn how to comply with basics early on.” - David He

“It's very pronounced. The earlier you can get a lawyer who understands the space to help advise you on what to concede or at least keep some doors open for you, the better it's going to be for you in the long term. Lawyers go by the hour. There's no getting around it, but, it's okay to ask for estimates. Most good lawyers who are invested in the relationship will stick by those. There’s also a trade-off at some point. A lot of founders should understand it. You can hire someone who has a lower hourly rate or who gives you a massive discount, but if they're not experienced in the space, whatever question you have, they're going to have to go back and research and they're going to take more time. And, if you find someone who knows what they're doing, a lot of the things can just be answered off the cuff and cost a lot less time. And because lawyers bill by the hour, if they give you an estimate and they surpass it, they're still accounting for their time on a back end by the hour.” - David He

“Working with founders, and by extension VCs, is an extremely fast-paced environment. Any deal lawyer works in a pretty fast-paced environment, but your typical M&A deal could take 12 months from signing up the letter of intent to closing IPOs. It usually have like a 9-month to multi-year lead time. When you're in the venture side, financings, which is usually when most of the work gets done on a legal front, those generally move from term sheet to closure in a matter of 48 weeks, depending on the complexity of the deal. As a venture lawyer, while you might juggle a handful of acquisitions or public offerings, as M&A, or IPO lawyer, you're working on a dozen of different matters. You're doing 40 to 50 venture deals a year in a typical year, and very early on, you get access to people in a C-suite which is not something that I think you find in most practices within the field of law. But I think the benefit of that is you get to work with companies and people that are doing really cool things across all sectors and verticals.” - David He

David He, Partner at Gunderson Dettmer, and Jeremy Au talked about three main themes:

1. Banker to Startup Lawyer Partner: David shared his journey from aspiring to be a banker to transitioning into law with the backdrop of the 2008 Great Recession. He worked with a Wall Street firm, moved to Silicon Valley, where he engaged with VCs, startups, and founders, and eventually relocated to Singapore, where he continues to support dozens of founders in their startup negotiations with VCs.

2. Choosing the Right Startup Lawyer: David stressed that in selecting a good startup lawyer, cost shouldn't be the sole criterion. He emphasized the importance of researching and asking for references to ensure the lawyer’s experience in working with startups. He also underscored the value of flexibility, experience, and deal repetition and stressed that the initial months of the lawyer-founder relationship are crucial for establishing trust and responsiveness.

3. Startup Strong Legal Foundations: David talked about the significance of establishing strong legal foundations for startups. He shared examples of how some founders might prioritize short-term gains, overlooking long-term implications, which can lead to significant future costs. He also discussed the concept of control rights and explained that founders initially have full control but gradually lose it as they raise funds and bring in investors.

They also talked about the survivorship bias in startups, the importance of openness to learning, the challenges of building a professional network in a new country and the fast-paced environment of venture law.

Supported by Acme Technology

Are you a business owner, CFO, or engineering lead who's tired of grappling with outdated finance processes? Are you frustrated at the high costs of card payments or find yourself bogged down by manual financial tasks? It's time for a change. Meet Acme technology. Our software enables you to connect directly with your bank of choice to automate all your finance and payment processes. Enjoy real-time reconciliation and direct bank payments and payouts. No lengthy integration. Transform your banking experience into a Stripe experience. All with easy integration through streamlined APIs. Learn more at www.tryacme.com.

(00:00) Jeremy Au:

Hey, David, really excited to have you on the show. I think we first got into contact because you were listening to the show and you shared about how much you enjoyed it. But I had also in parallel heard about how much you were a great startup lawyer from some of my startup friends. So it was a really opportune time for us to get connected. And I'm really excited to have you on the show to share a little bit more about yourself and startup law and all things tech. Could you please introduce yourself?

(00:24) David He:

Yeah. So first of all, thanks for having me. I'm glad we finally made it happen and it feels surreal to be here 'cause I've heard your voice so many times on my evening jogs and it is just, it's great to be on. So I'll give a quick one minute on myself. I'm a Chinese born American, so, uh, CBA, immigrated to New York at a pretty young age and started my career aspiring to be a banker, fell victim to the Great Recession back in 2008, or I think as folks in my vintage refer to it as the Great Retrenchment in some sense ended up in law school. Afterward, I went to work for a large Wall Street firm for a couple years and then joined that westward migration around 2015 to Silicon Valley.

I spent four years in the valley and was working mostly with VCs, with startups and founders. And then I made the leap across the pond to Singapore about five years ago, continuing to focus on working with founders and startups and VCs. So as a firm, Gunderson uh, where I'm a partner, we represent about 2,500 startups across the world.

We typically lead on thousands of venture deals each year and represent about 500 venture funds and families of funds. So I think the best way to describe my practice is I work with investors on capital deployment across their venture deals, help them monitor their rights and obligations as board and shareholder fiduciaries, and then on the company side, I serve as an advisor to founders of high growth high tech and IP-reliant businesses in all manner of activities. So ranging from equity planning to fundraising to board and shareholder obligations and then at a higher level kind of tax, IP regulatory commercial transactions. So I view my own personal mandate in that process, as keeping the company as scalable, as investable, as acquirable and eventually listable on a NASDAQ or other exchange as possible, pretty much throughout the life cycle from incorporation until exit. And it's something I've pretty much been singularly focused on for the past decade.

(02:17) Jeremy Au:

Amazing. So, from that perspective why did you get into law?

(02:21) David He:

Yeah, it was a pretty roundabout path. I started out in uni as a premed, so aspiring doctor. Realized very quickly I didn't have the mind, the brain for science, pivoted in very briefly into acting. And you know, my parents were not okay with that. So, ended up doing kind of a minor in that, and a major in finance and economics. I never really gave any thought about law, politics, and and I would say pretty much, what drove me into law school at the end of the day was I lost my banking job, and there weren't any to be found back in 2008, 2009 and I didn't have the best grades, wasn't the best student in school, but I was extremely good at standardized tests. And law school was one of the few graduate programs you can get into entirely on the basis of the LSAT. I don't know if that's still the case, but back then it was. So I thought, okay, well, this seems like a low hanging fruit to go and try to pick and didn't realize how expensive and time consuming it would be. So I think in some sense, I was one of the minority of people who went into law school knowing exactly what they wanted to do when they graduate, which is I wanted nothing to do with litigation, nothing to do with politics, never want to step foot in a courtroom, stand in front of a judge. Just wanted to go back to Wall Street as fast as I could, get back to working on transactions on deals, working with companies and bankers. And so that's what I did. And that got old after 22 quick years and eventually found myself working with VCs and startups as well.

(03:53) Jeremy Au:

And what was that transition like ? Because you were doing law, obviously, and Wall Street, and then transition to technology in San Francisco and the Bay area.

(04:02) David He:

It felt more like I changed my career entirely as opposed to just pivoting from one practice to another within the field of law. Working with founders, especially, and by extension VCs, I think is an extremely fast-paced environment. I think any deal lawyer works in a pretty fast-paced environment, but your typical M&A deal could take 6 to 12 months from signing up the letter of intent to closing IPOs usually have like a 9-month to multi-year lead time. When you're in the venture side, financings, which is usually when most of the work gets done on a legal front, those generally move from term sheet to closure in a matter of 48 weeks, depending on the complexity of the deal. And so, I think as a venture lawyer, while you might juggle a handful of acquisitions or public offerings, as M&A, or IPO lawyer, as a venture lawyer, at any given time. You're working on a dozen different matters. You're doing 40 to 50 venture deals a year in a typical year, and very early on, you get access to people in a C suite which is not something that I think you find in most practices within the field of law. But I think the benefit of that is you get to work with companies and people that are doing really cool things across all sectors and verticals.

And oftentimes, these founders, they don't have in house lawyers to rely on. So venture funds often do, but when you're working with founders, you really are kind of, what you say is gospel to them and they'll act on it. And so, It's a bit of you need to have a lot more conviction in the advice you give, because they're not going to sanity check you on it. They're not going to really second guess you on it and they really will rely on it.

And I think a lot of people, when they think about startups, they think about the Facebooks to Flipkarts to Gojeks, and the founders and early employees who made millions of dollars. But I don't think a lot of them, folks outside the VC space, they really appreciate the risks, the tough decision making, and in some respect, the luck it took for those founders of those companies to get to where they were. And they don't see the countless startups that kind of failed to fundraise or fail to execute after fundraising. They're not there during the moments of uncertainty on that path to success. And I think, despite founders and their boards willing to run through walls to try to make things work. And on a daily basis, I get to interact with people that have everything on the line, right? They have their own families and livelihood. They have employees and their families. They have investors, customers, all looking to them to get it right. And when you're in this service industry, what I've learned over the years is it doesn't really matter what you do. If your client is miserable and hates their life, you're sure as hell going to be miserable.

And I think starting and scaling a company is an absolutely daunting task, putting millions of dollars. Being the one to stand up in front of an IC and pitch that idea and then having to take ownership of it that's similarly daunting. But in the nearly 10 years I've been doing this, I've never met a founder or VC who actively hates what they do. I've met many who have regretted certain decisions they've made along the way, but I've never, I've yet to meet a founder who's regretted the decision to become an entrepreneur and a VC who's regretted the decision to support entrepreneurs. So, I think being a lawyer in some regard is a bit of a thankless job because when you get it right, usually nobody knows because nothing bad happens. When you get it wrong, you are, I think the good lawyers will raise their hand and offer to be thrown under the bus. But the reality is you usually are the one that gets the blame.

And it's an around the clock job especially as you get more senior and you take ownership of the relationships. So I'm on call 24/7, 365. But, you know, it helps to know that my client is as well. So I'm okay with it, and I know that in 99% of cases, they have much more at stake than I do, right? And so, I think to the extent that my advice could help steer them toward that path of success, even in a small way, that's really all the motivation I need to show up for work every day.

(08:09) Jeremy Au:

As you think about that, you mentioned the survivorship bias, right? How do you think about that? How does it show up? Because you obviously see not just a good, but you definitely see the bad, the ugly, and the whole process in between.

(08:20) David He:

Yeah. I think the founders that are repeat founders just have a leg up. And I think the founders who have years of experience operating working in a big organization or at another startup, maybe behind the scenes or with a really strong co-founder or ex co-founder. And you can tell like the VCs view them as just much more investable. But that, again, I think that the survivorship bias is, every day you see headlines of this startup raising this much money at this valuation and, and, I've listened to many of your podcasts and one of the recurring themes that keep coming up is you become a founder to make money, not to raise money. And I think some founders you could see in early stages, like that kind of badge of validation, they want to be in the headlines more than other more important things. So making sure that they don't lose sight of what they're actually there to do.

And I think the ones that are as a lawyer, I don't, I don't see a lot of the business side, at least not until there's a fundraising or some big commercial deal on the table. I don't see as much of the day to day as somebody who's in the organization, but I can tell when I speak to a founder that has that level of maturity and has clearly worked with lawyers and with investors before, there are some that are just fast and loose in some regard. They feel like, whatever might come of the legal repercussions, it's not going to hit until years down the road. And I'm just trying to get through the next six months. I want to launch my product. I want to have the money to do it and everything else be damned. Those are the ones that I frequently see getting into trouble and not in a sense like not something that you can't fix, but it can start things off on the wrong foot. I also have a lot of founders that come to me only when they're in trouble and maybe they worked with a lawyer who doesn't do a lot of venture or corporate or transactional work, maybe they didn't work with a lawyer at all. And it's only when they've raised sufficient money that they have an investor on their cap table who cares enough, that they go out and reach out to a lawyer.

And it's not fun for me to try to unravel things that have been done incorrectly. But it's par for the course, right? Because the reality is a lot of founders, they don't feel that need or it doesn't make sense for them economically to be thinking about legal advice that early on, at least not at the prices that they may have to pay for a sophisticated lawyer. So again, I think if you set the tone early and you're very disciplined, you're very diligent about running a clean company, good corporate governance, doing everything the right way, it's a good habit to get into and when it comes, time to scale, you'll be in a much better position for it.

(11:00) David He:

I think a lot of the question a lot of founders probably have is, why do I have all these annoying hoops to jump through everything every time I want to get something done? I'm a small company. I've got 10 employees, got a million dollars in a bank. I'm not at a point yet where I could damage at a large scale. And so, why do I have to pass shareholder resolutions and board resolutions? What are fiduciary duties? What is all this stuff? Why are there annual filings and compliances? Why do I need policies? If you think about it, the entire body of law, whether it's Delaware or Singapore came in, it's set up in that way for a very good reason. And it's basically, look, if you want the benefit of having a liability shield against your personal assets, if you want to take advantage of the system and you want to have the freedom to go out and take risks, knowing that no one's going to come after your house or your car or your savings, you have to learn how to comply with basics early on.

(11:56) Jeremy Au:

Right.

(11:57) David He:

And because one day when you do become one of those few lucky ones who become hundreds of millions or billions in value and have investors and retail investors putting in money into your company, those become very important. And if you don't get into the habit of walking the line early on, you're never going to. You can't wait until you've got the money and employees and people that are really relying on you to start learning how to run a clean company and comply with good corporate governance. So you have to do those steps. They force you to do those steps early on. And if you don't do it right, you get penalized.

And so I think, I get the frustration sometimes with founders, especially when you're working with a lawyer, they're charging you by the hour. And they're in the weeds about something that probably 99.5% of cases will never come back up again. Right? But they're being religious about it and conservative about it. And I think there is a balance when you're a venture lawyer. You have to know how to strike that balance. You've got to think much more commercially in that sense and you have to calibrate according to the stage of the company. You know, their legal budget, the sophistication of the founder from a legal perspective, and you've got to deliver your advice in a way that's efficient and useful for that.

(13:10) Jeremy Au:

So speaking about kind of good lawyers and bad lawyers, I've been in an experience where I had somebody turn out not to work out. I went back to another lawyer that I met during one of those open hours and then eventually hired and what turned out to be a good relationship, even though I had initially said no to him. So, that was something that I faced as a founder. So how does a founder go about finding and selecting a good lawyer from your perspective?

(13:35) David He:

Sure. So the first thing I'd say is, just because you've hired a lawyer doesn't mean you're stuck with them. And I think that's a bit of a misconception because if you ever negotiate like a banker engagement letter, there are fees that are owed even if it doesn't work out. There's a till period. There's certain things that come along with it. I think with a lawyer, obviously you wanna pick the right one. It saves you a whole lot of brain damage. You go do things that are much more important. But I would say, for founders across all stages, don't eliminate a lawyer or at least don't limit options purely on a basis of cost. The lawyers who have made an active decision to work in this field with companies and investors focus on this space and these stages. We know how much you could stomach in legal fees, right? And if you're a good client, I'm not a VC, but I certainly go about the business of law with the same mindset as a VC. And so, I think with funds and investors, it's a little bit different because it's very transaction based. We would only work together if there's a term sheet. But with founders, it's entirely an investment in the relationship for me as well. We typically don't take retainers. As a firm, we, but we also try to use good judgment in the clients we like to work with, right?

And so, there's certainly some criteria that helps narrow the field. If it's a repeat founder that has raised venture money before, if they already have a term sheet or they have reputable investors in their cap table, that really goes a long way. But for me personally, I know I don't have a great shot at prying founders who have raised multiple rounds of financing away from their current lawyers. And so, I try to earn their trust much earlier on. And that means taking risks. That means discounts and deferrals and potentially write offs if things don't work out. And oftentimes, they don't work out. So if you're a good founder and you've got a good idea, you've got a good head on your shoulders and you're mature and professional, and there are people validating and there are people that are willing to vouch for you. I'll find a way to make it work, and I think a lot of my peers in this space are of the same mindset because for us, as lawyers, the real money comes later on. It's not when you're a pre-seed company trying to raise a convertible note. It's when you've got 400 employees and commercial contracts and IP and disputes issues, and you're or when you're potentially headed toward an exit event.

And so, again, I would say, don't assume that just because, hey, this is a big firm, they're international, they're global, or even if they're a local firm, but they're one of the top local firms, and they've got hundreds of lawyers that we can't afford them. I think you'd be surprised when you talk to the partner, the right partners who are focused on this practice and understand how it works, how flexible they can be. And I also say like, going back to what we were talking about earlier, the decision to be compliant and to do things the right way. It's taken early on. If you're waiting until it's too late, it probably is going to cause a lot more issues for you. And it's going to cost a lot more for you to try and go back and fix things that were done incorrectly.

As a founder, you're raising money from VCs and obviously this is generalizing a bit, but for the most part, you start out with a suite of rights. You're basically the absolute controller of the company on day one. And as you fundraise, those rights only get chipped away at gradually. It's a one way street, right? And so if you've gone and kind of just, set terms up in your documents in earlier rounds that are very favorable for investors or very unfavorable for you, it's unlikely that you're going to be able to turn that ship around later on and so, the precedent setting effect of a venture backed startup.

(17:17) David He:

It's very pronounced. And I think the earlier you can get a lawyer who understands the space to help advise you on what to concede, what not to concede, or at least keep some doors open for you, the better it's going to be for you in the long term. Lawyers go by the hour, right? There's no getting around it, but, it's okay to ask for estimates. It's okay. And most good lawyers that are invested in a relationship will stick by those. You don't have to be just at the mercy of, Hey, every time I wanna talk to someone, they're running the clock up on me. And I think there is a trade off at some point. A lot of founders should understand it. You can hire someone who has a lower hourly rate or who gives you a massive discount. But if they're not experienced in the space, whatever question you have, they're going to have to go back and research and they're going to take more time. And, if you find someone who knows what they're doing, a lot of the things can just be answered off the cuff and actually cost a lot less time. And not only that, I think because lawyers bill by the hour, if they give you an estimate, and they surpass it, they're still accounting for their time on a back end by the hour.

So every hour I'd bill or my associates bill to client work gets locked, and at the end of the day, I will make a judgment call how much to actually invoice. For lawyers that gives extremely lucrative estimates for the moment you surpass that cap, that fee cap, you're not gonna be top priority for them anymore. If they've got another client that is paying them for every hour they spend and they know that they've blown through your cap, it's just not gonna be, it's gonna be much harder for them to think of you as, hey, look, whatever they need, we jump on it. And so, the quality of the advice, the attentiveness of the lawyers working on that matter, it's going to get diluted. So I think that's got to go into the equation. You know, you can't possibly make a 100% informed decision about a lawyer through a few hours of listening to their pitch, right? At some point, you've got to go with your gut.

So I think once that relationship begins, that first few months really matters. You've got to make sure that your lawyer is available and responsive. Make sure that they didn't upsell you and then just pawn you off to some senior associate or other partner. And ask yourself, how do you feel about the advice you're getting? When you ask the question, are you able to get the answer you need to act? Or does it just spawn more questions? Is the advice you're getting, is it heavily qualified? Or is it advice that is actually valuable for you? I have this like pet peeve where I hate it when I see the phrase, "I think" by any lawyer in any written correspondence, because in my view, it's like you either know or you don't. And if you don't know, go and find the answer. And if you can't find the answer, tell the client you can't find the answer. But if you give a piece of advice, you have to understand, especially in the venture space where it's not going to get vetted by in house lawyer again, right?

No one's going to second guess you. If you give a founder a piece of advice, they're going to act on it immediately. If you advise the board or something, they're gonna act immediately. They're not gonna wait. They're not gonna ask you, "are you sure?" it's like, that's it. And so don't give advice unless you're pretty comfortable it's correct. And don't cover yourself. Don't see why a right? I think one thing I know that folks in this space are very frustrated by sometimes is super long memos, right? You asked a question the next day you get a 13 pager and it's like, okay, well, that was 10 billable hours and like, do you have the time to read it? Probably not. Is it going to be helpful for you immediately? Probably not. Right. And so, again does the advice you're getting give you. The ability to act, or does it spawn more questions? I think that's also important. And the last thing I'll say is, you know, do your homework on the lawyers that you think about engaging. Research your experience, right?

(21:06) David He:

Venture, at the end of the day, is a very high volume driven business. I think deal repetition is absolutely critical for us. How long has this person been working with VCs and startups? Are they an M&A lawyer? Are they a public company lawyer? Are they a project finance lawyer? Are they a debt finance lawyer? Or do they do equity? And do they work with startups? I think that's super important. Ask for references. Don't just take anyone's word that they know what they're doing. I think it's a small ecosystem in Southeast Asia. Everybody knows everybody. Ask around. Ask other founders. Ask your lawyer to refer one of their CEOs to you. And I do it all the time. I will always offer, look, if you're a Delaware corporation, here's five clients that I work with that are Delaware corporations with operating subs in India or Indonesia or wherever you are. Go talk to one of them. And oftentimes you're like, thanks, but no thanks. That's fine. But I think any law firm, any lawyer that's not willing to provide a reference is a bit of a red flag because I think when you speak to the clients, that's going to be your best. It's the same thing as interviewing a candidate for a job, you can sit with them for 30 minutes or an hour.

You can put them through a bunch of tests, but the surest way is to go talk to their prior managers and or industry peers. You have to find someone who has done this for a long time and has done it in the space that you need, where you need their advice. Doctors spend decades building a foundation in medicine and science. They specialize in specific fields and residency to spend thousands of hours training with experienced practitioners before they become the point person, primarily responsible for patient, even VCs and investors, right? Many of them cut their teeth in banking and consulting and accounting. Many of them work as founders and operators. They lead teams of developers and scientists. They build and launch products before they earned the right to sit on the board. So why should you? Put your faith in your company, in the hands of a lawyer who has just been doing something completely different and now brands themselves as a venture capable advisor.

As a lawyer, when you're a junior associate, and then you become a mid level associate and a senior associate, and eventually a partner, you do completely different things in the scope of a deal. So junior associate is running the data room and diligence and closing execution. Mid levels are working internally with a client to produce issues lists and taking some more of a hands on role in negotiating the ancillary documents and the primary documents. Senior associates are basically interfacing directly with opposing counsel, advising on a high level terms, and then get to the partner level where you're basically, you need to have a much better understanding of the business leverage dynamics in the deal. You might have been involved even before the term sheet, and so, the entire background of what's been happening where the company is at in their cash burn, how badly they need to get this deal done. What are other options on the table?

But unless you started out at that junior level and worked your way to the top, you don't see all those 10 or 20,000 or 30,000 billable hours in the middle. And so how can you manage effectively a team of associates beneath you? If you've never been in their shoes. I don't think you can. And so, venture is not an easy practice to get into late in your career because your billable rate goes up every year. And so if you decide as a 6th year associate, then I'm going to be a venture lawyer. Sure, some firms might hire you, but they're not going to put you in the trenches with the juniors doing diligence. They're going to expect you to start learning the more higher level stuff. And you lose out on a lot of the learning in those earlier years. So I think, I found, you know, sometimes, working opposite of a senior associate or a mid level associate who's been doing this for five or six years. Sometimes they're more insightful and helpful in getting a deal across the line than a partner who has been spent their entire career doing M&A and now has pivoted into venture because of how big a space has become. And so, again, it's a very long winded answer to how to find a right lawyer. But I think those are some of the considerations you can keep in mind.

(25:11) Jeremy Au:

Could you share about time that you personally have been brave?

(25:13) David He: Sure.

I think, just the decision to move to Southeast Asia. I was pretty much grew up, spent my entire life in the U. S. And always had this itch I wanted to scratch, which was to live in Asia. Chinese by descent. Can speak Mandarin fluently. But I've never actually spent meaningful time out here. But I always wanted to do it for the right balance of personal and professional reasons. And I knew that I had to go and learn how to do venture work in Silicon Valley first, but when I came out here, I'd only been practicing for about six years and didn't know a single, well, I knew two people within a 5,000 kilometer radius of Singapore when I came here.

And so being in a completely new country, I think on a personal front, how was that was challenging, right? Just trying to build a network, people you can trust, people you can rely on out here. And I think professionally, I had a lot of doubts, like, can my New York and California and Delaware law training really carry over across the Pacific to Southeast Asia? But in my mind, it was to skate where the puck is going, and, for me, I saw Southeast Asia from a demographic perspective, from the interest in technology, the embracement of technology, and the relative dearth of interest in venture compared to Places like the US, China, India. It felt like the right opportunity from a career perspective, and I think COVID, in some regard, might have accelerated that. But the decision to make to come out here and invest in building a practice, and pretty much starting with a network of zero, and just trying to scale that, it was pretty scary. But looking back now, 5 years in, it's 100% the right call. And I don't regret it. I've made a commitment to basically stay out here for the foreseeable future.

And I think there's not many times in your life where you can just pack up and make that kind of a move. And when you're on the cusp of it, you come up with every reason not to do it, and then at some point, it's like, forget it. Let's just, let's try it. And I think for me, that was probably, if I weren't a lawyer, I like to convince myself I could have been a founder or at least a co founder of a startup or worked at a startup in early stages. But that itself is a huge gamble. And I think, for me coming to Singapore, leaving the mothership of a big comfortable law firm with hundreds of lawyers and coming out here where we had, when I joined this office, there were four or five of us and I think that's the closest I can come to being a feeling like a founder, but still being a lawyer and being 12 hours away, or maybe more from our closest large office in the Us. And basically having my other partners tell me, "go figure it out and we trust you to do it."

(27:46) Jeremy Au: I mean, time has flown by. If you could travel back to, say, 10 years in time, any advice you would give to your younger self?

(27:53) David He: you know, I, I wouldn't say don't go to law school, but because I think it's worked out. Well, it's been a windy path, but it's worked out. But I was actually, I would say, don't be afraid to invest in learning something that may not have a clear path to making money. And I think for me, growing up as a first generation immigrant in the US, I really limited the field of things that I thought I could do. It was doctor, banker, lawyer, all of which are relatively well paid professions and relatively stable. But I never even gave thought to doing something other than those. And the primary driver for me was I need to be able to pay off my debts, support my parents, support myself, and that was it. And from there we can look at other potential career opportunities. But that was where it started.

And I think after all these years of working with entrepreneurs, like the number of creative ways people have found to strike a balance between gratification, what they do, and also finding a way to make financial ends meet. There's a lot out there, and I think you really don't need to limit yourself to the tried and tested fields of work. If you're a smart person, if you're intellectually curious, if you're driven and motivated, that combination, no matter what you do, you're going to figure it out and I think other people will see it and they will be willing to invest in you and to put you on that path. And so, I would tell myself, my younger self, don't be so damn greedy, I guess, or maybe insecure about your ability to make money while doing something that you like to do.

(29:28) Jeremy Au:

Yeah. I definitely wouldn't say it's greedy. I mean, people need economic stability, especially like you said, as a first generation immigrant, America is not a cheap place at all. And so, I think it's totally understandable. And I share that very much same flavor, right? Just focus on what would bring food on the table as well. On that note, I'd love to summarize the three big takeaways I got from this conversation. First of all, thank you so much for sharing about your early career decisions and journey. That was interesting to hear about how you initially started out as a banker during the Great Recession and eventually explored law. And I think what you learned about not just about law in terms of financial transactions, but also what you learned in terms of moving to the Bay Area about technology, what you learn along the way, as well as what you learn about, you know, Southeast Asia, eventually, in terms of tech and case law.

Secondly, thank you so much for sharing about how to go about selecting a good startup lawyer. I thought it was very fascinating with lots of many anecdotes about how to go about doing so, what to look out for, who, how high a bar to interview, as well as some of the mistakes that can happen if you're not looking out for it. So I thought there was a lot of flavor there.

Lastly, thanks so much for sharing about the importance of having strong legal foundations. I thought it was interesting to hear about some of the parameters that may cause a founder to say, Hey, let's roll with it and not be as thoughtful as needed. I think about what the actual cost on this now by in the future would be. I really like the phrase about the presidents they says that you set up out with 100 percent of control rights and then you lose them over time. So being thoughtful about what you're giving away right now versus what you wish you had down the road is something that I think a lot of folks may not appreciate. And that was something that I did not appreciate as well when I was a founder. So I wish I had heard this podcast or heard you share about it a long time ago. On that note, thank you so much for sharing, David.

(31:17) David He:

No, thank you for having me. It was a lot of fun.