Perspectives: Entrepreneurs deserve to understand legal risk
This lawyer wants to educate business owners.
This week's Perspectives is an interview with Brionna Ned, a lawyer and founder of The Lawless Lawyer. I reached out to Brionna last year for some legal work after a fellow freelancer raved about working with her. Brionna runs the lowercase legal community, designed to help freelancers gain more confidence in their legal knowledge. You can connect with Brionna on LinkedIn, Threads, and Instagram. You can also subscribe to her newsletter.
This interview has been edited for length and clarity.
Anna Burgess Yang: How did your legal career begin? What type of work were you doing?
Brionna Ned: I started my career in law before I went to law school. I was in the process of getting a master's degree in sociology at Stanford. Didn't know what I wanted to do. Came across a lot of New York Times articles about the Napster and Limewire litigation. I was totally obsessed with it.
One of the premier intellectual property professors was at Stanford Law. And my roommate's mom was a professor at the law school, so she introduced me to him. He explained to me how these types of lawsuits worked, and his older sister was part of the litigation, and I talked to her about it.
I went from having no idea what I wanted to do with life to knowing that I wanted to go to law school. I worked as a paralegal during the last economic recession at a securities litigation firm. The firm handled cases of customers suing their brokers for losing all of their investment funds during the recession. I did that for two years.
After law school, I wanted to do entertainment law. The intersection of music and technology was really fascinating to me. I worked at a very fancy law firm, Munger, Tolles & Olson (that's currently in the news!) I worked on a ton of intellectual property and entertainment litigation.
Then I transitioned to in-house counsel a few years into my career. I worked at an electric vehicle company and did intellectual property and international compliance work. That's where I really developed my in-house and legal operations skills that I still use today, just in a different context.
ABY: Why did you leave that type of work?
BN: One of the things about Munger, Tolles & Olson was that I got early experience as a junior associate, and that was important to me. I only spent two years there, but I had done a couple of oral arguments, which was unheard of at a junior level. I had taken and defended almost 30 depositions. I had written and won major briefs. People kept saying, "Just wait until you do (all those things I just listed) and you'll be hooked." I did those things, and didn't find them all that exciting.
I had my eyes set on being in-house because I wanted to see the whole picture. You only get a little piece of the puzzle when you're outside counsel. At the time I wasn't diagnosed, but I have ADHD and my brain works better with the full picture.
But when I became in-house counsel, my values and the values of the leadership team were not aligned. Because there were only three lawyers, I was in constant conversation with the CEO. It was not working. So once I settled the litigation, I felt like I had accomplished what they hired me to do. I felt complete and didn't want to deal with the CEO anymore. So I quit and took a break.
ABY: How did you end up starting your own business?
BN: I felt a calling to really do my own thing, completely on my own terms. I was still doing fractional counsel work with some small businesses. That has been the consistent throughline in my entrepreneurship journey. Even when I was in-house counsel, I had entrepreneur friends call me in a panic over a contract.
Like a friend signed a book contract with a developmental editor for self-publishing, and they weren't getting what they had expected. I looked at the contract, and it was something that I would never recommend signing. Or people would call because they were having trouble getting payment. Or they were late with a deliverable and didn't want to get sued.
I would look at the contracts and think — not to be insensitive — but the issues are not that deep. There were pretty simple fixes. I think my brain started to pattern map that cognitive dissonance. People would think there's a crisis when there wasn't. All of these issues were a step before hiring a lawyer, because there is a fundamental knowledge gap. That was a real light bulb for me. The genesis of The Lawless Lawyer is asking, "What are we missing?"
What I've been saying lately is, "You don't know what you're doing when it comes to the law in your business, and that's fine. That can be fixed with the right information."
ABY: What type of information do you think is really important for solopreneurs?
BN: I started by doing contract work, like drafting contracts and reviewing contracts for folks. The reason I made the shift to The Lawless Lawyer was that I wasn't fulfilling my goal to provide the right information. Drafting and reviewing contracts was great, but I wasn't equipping people with the information I think they need and deserve to have.
In my sessions with people last fall, I started asking questions like, "Do you know what legal risk is? What's your understanding of legal risk?" I was met with blank faces. People had no idea what I was talking about. That was when I had my second light bulb moment.
Legal risk is just the potential for financial damage or reputational loss for failing to follow the laws that apply to your business. That's all it is. Understanding what it is and how to identify it helps you create a list of priorities of how you're going to manage your legal.
In my opinion, people fall into a trap of looking for information online, where the main conversation is, "You've got to protect yourself. And in order to protect yourself, you need to do these 10 things that cost thousands of dollars." The everyday person doesn't have that kind of money. And that generic list is based on what's needed for a much larger corporation. We're not trying to protect $100 million in assets.
That's why I think it's important to Matrix-unplug from the default level of protection. Protections for these big companies are the right strategy, because they have so many assets. But if you don't have a ton of assets, you have to be savvier and more strategic. And strategic is just knowing your "why." Why you do something, from a legal perspective, is because you know what your legal risks are and you've prioritized them in your business.
ABY: Talk to me about your pivot from one-on-one work to lowercase legal.
BN: I have a community called lowercase legal. It's a one-time fee community, and it's a place for people to ask their legal questions. I noticed that people want a place where they can safely ask questions, get answers, and not feel ashamed. It's my favorite thing, because it's just a Slack community with channels for different legal categories. People can post a question, and I will record a video or a short audio giving them some things to think about and help them analyze the situation so they can move forward.
For example, I had a freelancer who was working with a client and the client had found a crappy contract template online. The client was saying, "We can't change the contract." That's when I start to think, legal does not exist for that company. Because I know, as a former in-house counsel, that a core job function is reviewing contracts. So anytime you hear, "We can't change the contract," assume that legal does not exist and that your client doesn't understand their own contract. You can explain to them why you need changes, and see what happens. Inside the community, we were able to troubleshoot what was going on and create an action plan.
I have a program called the Starter Package, where I'm helping people map out the legal landscape of their business, so they know what types of legal issues apply. People have very different experiences. I have a person who has no idea what to do for their business from a legal perspective. And I have a person who is really expanding and starting to think really critically about their intellectual property strategy. It has been really fun and fulfilling for me.
The goal of what I'm doing is bigger than me and who I'm working with. It's something I fundamentally believe. Every business owner needs to have this information. You've got to start questioning the advice that's out there. Most of the advice is for a company that IPOs and sells stock, and the vast majority of us are not doing that. We've got to adjust our legal strategy to match where we're at.
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