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Nothing Ventured Nothing Gained
By Alex Manson
By Alex Manson
Chapter 7
Legal: The T-Shaped Counsel
Chapter Contributor(s)
Agnieszka Verlet
A lawyer who learns how to walk the line between the traditional approach of a regulated incumbent institution and the requirements of an agile, technology-savvy corporate startup will propel innovation.

Working in SC Ventures isn’t for the faint-hearted. It is super-challenging, mostly in a good way. SC Ventures isn’t about ‘quick wins’ or digitising existing business propositions. It is about completely reimagining the business and creating new revenue streams. The job covers a whole spectrum of traditional legal expertise, from commercial to Information Technology, from payments to venture capital advice. It naturally includes emerging new areas: legal and regulatory issues relating to blockchain, digital assets and data analytics.

To do it well, we needed to be a jack of all legal trades and, simultaneously, continue to develop our key legal expertise. The focus was more on real life, too. It was about the delivery, rather than about providing advice per se. Legal needs to work with the team closely, take responsibility for understanding the details of the whole project, follow its many turns, and be prepared to answer the question ‘Can we do it?’ and also think about whether we could do ‘it’ better.
Every day was different. We might need to provide strategic advice on the approach to blockchain consortia or to sign off on non-disclosure agreements with five startups. Three things were certain, though: it was never boring; days never went as planned, and there was always much more to do than time allowed.
Enabling innovation

Legal professionals have an important role to play during digital transformation. The new models cut across existing business and product lines and venture into territories the organisation hadn’t previously explored. To help the change, lawyers need to identify key legal and commercial risks and bridge gaps between separately organised and managed teams.

Lawyers in corporate organisations need to upskill to gain a deep understanding of the new business models. The transformation work will look different depending on what it involves and many variables may be unfamiliar. For example, setting up a technology platform connecting SMEs with service providers requires a fundamentally different legal approach than advising on the provision of financial services. It requires stepping into the shoes of a technology-based service provider while remembering that the technology provider remains part of a regulated organisation. Striking the right balance isn’t easy. However, a lawyer who learns how to walk the line between the traditional approach of a regulated institution and the requirements of an agile, technology-savvy corporate startup will propel innovation.

Understanding the multi-country dimension
Working in SC Ventures brought a new perspective – advice on matters that systematically carry multinational elements. As technology crosses borders easily, business models can be replicated and scaled at a much greater pace. Even when a venture is built for a single country, we needed to understand whether that business model could be replicated elsewhere. This required basic knowledge of diverse legal ecosystems in other countries, but also an understanding of how regulation changes might impact these ventures in the future. Bear in mind, though, that this means having a broad understanding to make the project building easier and not creating detailed and time-consuming analyses that would delay an initial roll-out.
Redefining third-party relationships
Current corporate governance models of third-party management are based on the traditional dichotomy between third-party vendors supplying services to the organisation and the organisation offering products to its clients. Relationships with service providers are managed by procurement teams who make sure that purchasing costs are within budget. Service providers are typically chosen from a range of reputable organisations that enter into enterprise-wide contracts. Plus, contract templates are complex and negotiations take months to complete. Once signed, the contracts include a variety of agreed services across the organisation and often in many locations.

This traditional approach doesn’t work when contracting with fintech startups, which are often small, without in-house counsel and with no spare cash for external lawyers. Fintechs may not be accustomed to dealing with regulated companies and their organisational and regulatory complexities, either because they are exploring new business models themselves (through partnering with a financial institution) or because they are relatively new to the market. Their financial stability may be below what a big organisation would typically expect of its suppliers. Financial arrangements may not follow the traditional ‘fee for service’ model. Revenue from these relationships may be linked to the value of future transactions or to the number of referrals. Fintechs’ business model may be based on offering a commoditised service that, in order to remain cheap, cannot take into account the individual requirements of its clients to an extent that regulated institutions are used to dictating.

Understanding this difference between traditional, vendor-type contracting and the new ecosystem of partnerships with fintech startups and other entities is key to protecting the organisation in the main risk areas while not exposing these vendors to a tsunami of contractual requirements. It is essential to make risk-aware but commercially realistic judgement calls between the traditional approach and the key contractual requirements.

Changing of the guard

A good illustration of where the old world meets new is the approach to ownership of intellectual property. Traditionally, big organisations wish to own what has been specifically created for them. However, when it comes to understanding ‘why’ they would want to own intellectual property or, even more importantly, ‘what’ it is they consider worth protecting, it is often less clear. In this exploratory stage, startups create improved products, thanks to the number of clients they work with. That one improved product may be their only market offering. Without being able to improve it and provide it to multiple customers, they won’t be able to scale. Without scaling, they won’t attract investment. Without investment, they are more likely to fail.

It takes a good mix of commercially sensitive lawyers and forward-looking businesses to find the right balance in each case. During negotiations, intellectual property is often the red cloth that gets everyone’s heartbeat up, but finding a solution that satisfies the commercial needs of everyone involved is a skill. For this, you need a T-shaped legal ‘dream team’.
The need for the T-shaped lawyer
The term ‘T-shaped professional’ is often used to describe the type of person who has both in-depth knowledge in one discipline (the vertical line in the letter ‘T’) and broad knowledge and experience across other disciplines needed to collaborate with experts and encourage innovation (the horizontal line).
Lawyers in corporate organisations are traditionally I-shaped – they are specialised problem solvers in certain areas of the law. As they climb the corporate ladder on the way to becoming general counsel, lawyers slowly gain further skills – mainly leadership and a variety of business skills.
We applied a few basic principles to create our ‘dream team’ and looked for the following:

People who could transform from within: Doing things differently requires imagination, courage, and a strong dose of frustration. It also needs knowledge of the institution, its processes and the unwritten rules of successful engagement. That knowledge takes time to gain, and more time to understand well enough to change. We needed like-minded lawyers who are hungry to do things differently, but who also have that institutional experience. With the right attitude and a mix of soft skills, lawyers can then secure the support of subject-matter experts to offer end-to-end solutions.


Doers and owners: Being an advisor isn’t enough; it is important to feel part of the team, to understand the whole business proposition (on any given day, as the direction may change at short notice), and to be willing to roll up their sleeves, lead (often, to project manage) and to take ownership for the end result.


Cooperators: Advising on complex projects requires close cooperation with other lawyers and people from across the organisation. Empathy, positive communication and other soft skills are key ingredients of effective cooperation.


People who understand technology: Of course, lawyers need to use technology to do their work efficiently. More importantly, they need to understand the evolving technology that underpins digital transformation, as well as the risks associated with it, to provide adequate contractual protections.


People who are comfortable with discomfort: You may not get instructions that will give you a full picture, or the instructions may be out of date by the next day because the project has taken a turn in a new and exciting direction. Remember, this is an experiment. Uncertainty is okay.

It’s all about mindset. My advice is to take a step back, then take a deep breath and jump. Just be sure to keep your eyes open.

New business models influence our approach to legal risk: cross border nature of ventures, dependency on ecosystem of third parties and value of intellectual property should be analysed case by case.

Lawyers working on innovative projects need to be T-shaped: in addition to obtaining technical skills, lawyers need curiosity, competencies and soft skills that will enable effective solutions.

Collaboration is key: the ability to make a right judgement call in an environment of imperfect information flow is increased in a collaborative environment.

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Chapter 5
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Chapter 6
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Chapter 7
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