Big Law, Boutique Firms, and the Art of Becoming an Expert with Dina Brewer

Welcome to Studying Law Around the World. I'm Claudio Claus. In each episode, I talk with lawyers, law students, and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life. We talk about the hard parts, the surprises, and the decisions that shaped their paths. Whether you're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world, this podcast is for you. Should they have the opportunity to interview Dina Brewer, who is an alum of Princeton and Harvard Law? She has an incredible experience in her career that has swung through New York, London, and everywhere. Incredible community. She has led her own firm now for over 15 years. So I just wanted to thank you so much for taking the time to join me in the podcast today. Do you know? Well, thank you very much for letting me be here. I wouldn't be here without the support of tons of mentors before me, so anything I can provide on a going forward basis is a way to pay it forward. Thanks for having. Me, I really appreciate it. Thank you so much. And and as we talked briefly, usually my listenership here in the podcast, early career professionals, people getting out of law school right now and always liked to ask my, my guests here a little bit about, you know, their law school experience. If they have a few favorite memories that they can recall, is is that something that comes to mind here every once in a while? Absolutely. I mean, I was pretty honored to go to Harvard Law. My parents were both immigrants to the United States. I'd never heard of Harvard when, you know, growing up. And so when I got there, it kind of did feel like you were in the movies, like you got there the first day of class and they went through the Socratic method and they go at the time, my name was Dina Taylor. They said, Miss Taylor, can you state the facts of whatever particular case it was? And and you're really on the spot. And I have to say, I love that. I absolutely loved how law school taught you to think in a decision tree manner, where if you change the facts in this one small way, has that impact your decisions further, further down. Best memories from law school? I took a class from Alan Dershowitz is pretty well known there and he taught a class on ethics and it was, you know, it was rather amusing, quite honestly, going through all of his past cases. I took some classes at the B school at Harvard Business School. I think honestly one of the best piece of advice I can give for people who are currently in law school is make sure you take a class at a sister school within your university. I took a class on analysis of corporate financial reports and it has absolutely been one of the most helpful classes for doing venture law and going forward basis. And then finally, I played poker every week with my study group, which is which was big in law school and I love that as well. And I'd love to hear a little bit more about your careers here and maybe even what drew you to venture capital to start up law and and even how your career evolved going out of law school. Sure. So when I graduated from law school, I worked on 1st, I was a clerk for a judge out in the in California and on the District Court and after that went to Davis Polk and Wardwell, which is a large New York City law firm. I was in the M and A and the securities groups and when I was there and I spent seven years, 877 to 9 years at Davis Polk and partly in New York and then in London. And the main client that I was helping out with was Morgan Stanley Private Equity Group. So I got to see a ton of deals where Morgan Stanley was investing anywhere from 1,000,000 to $100 million in a privately held company with the hope that they would turn it around and then either IPO it or sell it. I absolutely went initially to Davis Hulk because I had loans and I needed, you know, it was the easiest place to make the most amount of money, but I loved it. I thought the lawyers were really supportive of junior lawyers there. And I was able to do quite a bit and learned how to be a very precise lawyer. Like you can't make mistakes at a large law firm. You just, you know, their clients, they won't accept it. And so you really get trained quite well at, at a large firm. And I enjoyed both the New York office and the London office, mainly because the people at Davis Polk were truly fantastic. Amazing. And, and in this venture capital and startup world, I wouldn't you ask you if you could share it, What are some of the key skills and experiences that helped you choose establish yourself in the field? So I think there's a difference between when you're starting out and I've been doing this now for 3540 years. So if I was, if I was talking for someone who's in the first three or four years, the main thing is to remember where you are in the big picture. Even if you're being asked to do XYZ on a deal, get a hold of the term sheet. The term sheet is in venture capital. The term sheet is going to be assuming you're representing either the investor or the company. The term sheet of any deal is going to be what is governing the deal on a going forward basis. And you have to understand the cash flow and the cash burn and the idea of where that company is in its life cycle and how you can support the client. As a junior lawyer, if you get to understand the larger picture first, you'll probably ask better questions when you get into when you get. The other thing I would say is as a junior lawyer is try to get into as many of the meetings with the principals as possible. If your head partner has a meeting, see if you can just tag along. And you know, the more meetings you can get into, the more you're going to understand what's going on and what the senior lawyers are doing and why they're and why they're doing it. The more senior you get. The thing that I found most in venture and venture law and venture capital law is that people sometimes just focus too heavily on the legal. 94% of all startups go bankrupt. They go and they fail, and they fail because they often they don't have the money and they don't have the finances. It's not because they don't have the right team or because they don't have the right idea. So understanding when you have to spend money on law and when you don't have to spend money on law and the risks associated with the decisions you make is really important. So I'd say focus on term sheets. Go to places like Y Combinator or some of the other places where you can just look at what the standard docs are, because everyone's going to use those standard docs and you should know them backwards and forwards. Amazing. So I love that you've worked in big law firm had really these fantastic experiences, shared a lot about the different skills that make a difference in the first few years of school of choosing this career specifically. And I wanted to ask you a little bit as well, if you could go advise a lawyer nowadays. What are some things that they should consider when choosing between, you know, either starting up their career in a big law practice or going to a boutique practice and and taking a look at the market? What are some things that you would tell lawyers to consider? So you know, the big firm practice is going to teach you how to how to do everything perfectly and the risk there, they're really going to reward you for precision, not speed. And they're also you're within, you're going to be a small cog within a huge organization. You're probably not. If you go to a boutique firm, you're probably going to get more interesting work more quickly because they just don't have the people to throw at the projects. And they are probably, you know, but, but I still think that at least for me, having had the experience of working at a place like Davis Polk, which which by the way, the introduced me to then to Morgan Stanley and I became the head lawyer for Morgan Stanley Private Equity Group in London. And I wouldn't have gotten that without having been in Davis Polk. So there are reasons to go, you know, if one has a choice, I do think going for two years or so to a large law firm because when it expands your network tremendously, all of a lot of those lawyers are going to go off and become general counsels of existing companies. They're also going to go off to other smaller firms. And if you've worked with them and they think highly of you, you've just expanded your network in really tremendous ways. So if I one has the choice, I would say go to a large law firm 1st. And then after two years, after building relationships, it's at that point that I think going to a boutique firm, you would you would be best, you know, best well served. And Tasty, thanks for sharing. That brings you on the, on the idea of startup law. Now I wanted to ask you if you have a few things that that you could share with us, maybe a few of the, the biggest, you know, blind spots that you see among startup founders. Or if there's anything in particular that that you think that would be interesting to share that that lawyers can proactively help to avoid then these big mistakes? Yeah, so again, I work under the assumption that 94% of all startups are going to fail. So how can you best help those startups to succeed? So if we're talking about a true startup, someone who's only raised let's say $300,000 or below, which is what we would call the family and friends round. So they're they're before what we would think of as pre Series A. And by the way, another piece of advice is, is anyone who's going to get into this needs to understand all the acronyms, needs to understand what what a safe is, what a convertible note is, what the promissory note is, what the incorporation documents are. They should have just know those and know that language backwards and forwards. But the biggest mistakes I've seen from founders and what I council founders on is one the first is most founders try to keep close to their chest their idea and want to have, you know, NDA's, not, you know, you know, confidentiality agreements in place with everyone. As a general rule, unless you're trying to protect, you know, a drug that you're developing in a pharma or you're trying to develop, you're trying to protect IP. I take the opposite approach with founders and say, tell as many people as possible about your idea, people you trust and you know and you like, but don't operate under an NDA. Try to talk to as many people as possible to get people excited about your idea so that they want to come on board either as advisors or give you money, because that's what you're going to need. So that's, that's the first thing. The second thing is you have to have the right team in place. A lot of investors want to back a team, almost even more so than they want it back. A you know, an idea. And the reason is, is that a team can pivot if you have the right team, that can pivot to a much to, you know, to whatever the market needs. But from a legal side, when you're giving advice to founders and to to early stage companies, a lot of what you need to be able to do is say this is the risk you make with this legal decision. There is a 5% chance that this will happen. And you have to decide as a founder and also by the way, as a lawyer, whether or not people are willing to have that 5% risk, aren't willing to have that risk. At that point, they probably shouldn't be. In the entrepreneurship world, it's all about risk and understanding that you're often going to fail and you're going to have to restart again. Mainly what I'd say is bring advisors on really early because they can help expand your network. Don't worry about NDA's, which is what most people say you should worry about. I don't personally think about that and just make sure you have the right team in place. Anything going back to to our lawyers, early career professionals? I see that quite a few people will get out of law school and will still be looking into what do they want to do for the rest of their lives. A lot of people have very specific and clear ideas. Some will get the choice to do that, some won't. And I'm wondering if there is a few things that that you think that would be helpful for lawyers who are interested in working in startups or venture capital. If there is any specific advice about breaking into this space if you can't necessarily get that position in in a bigger firm right away, or in a firm that is more specifically looking into those fields. Yeah, I mean, this is going to be probably. So I have a different view as to advice I give. And I have three daughters. I have twins who are 25 and a third daughter who's 23. And I, I have tons of nephews as well. So I've seen how females and males are in the in the workers and of course, a woman and most of my friends from Harvard Law and from Princeton who are female ended up leaving the workforce for a while to have children and found it very difficult to come back into the workforce. I was able to continue working and as a result didn't have that. They didn't have that issue when I left for six months or so when I had each of each of the three kids. But the reason I'm prefacing this is I do think that invoice is not across the board for males and females because if a female is going to take time off of or if a male is going to take time off, it's not the point. It's if someone is going to take some period of time off between their ages of 29 and 35, they need to do as quickly as possible between the time that they finish their schooling and the time that they take off. Become an expert in something as quickly as possible. And the reason is, is experts are more capable of getting back into the workplace than people who are generalists. And at least that's been my experience. Other people are going to have very different views. So what I would say for someone who's starting out, who wants to get into VC and who also is thinking that there's going to be a time in their lives where they may take some time off is just find a phenomenal mentor. Do everything in your power to make that mentor look good at the firm so that that mentor ends up giving you more and more work. Read on the side. What's going on in the particular industry that you're focused on? Let's assume you're focused on pharma venture capital. If you're focused on biotech venture capital, if your function focused on fintech, understand the big picture there so that you aren't just talking about the legal, but you're helping them grow a business. That's what they're looking for. And then make sure you think about the way in which you're, so anyone who's giving advice, understand the risk analysis of that advice. And you're never going to be able to say to somebody that this is 100% no problem. And one of the things I, I think it's really important to know is even if you draw a up a contract that is 100%, it's the best contract you ever you could imagine, it doesn't mean that someone's not going to sue on it because even if they're going to lose, they still going to sue on it. If they sue, if they sue on it, you essentially get taken out of your business. And that's what you have to spend your time on. So as a general rule, understand risk, have a great mentor, try to get it, become an expert as, as as possible in something that is relevant to the field that you're, you're looking at. And then another thing I would do is find friends who are starting businesses and see if you can, if you can work with them for free so that you can just start helping those people who you're, you know, you're, you're going to giving advice to, but it'll help you in the long run. And especially if they become successful and they and they bring you on. It's amazing. I really appreciate you taking the time to being in the podcast today. Thank you all for tuning into today's episode as well. Thank you very much.