Pivoting from Criminal Law to Canadian Startups with Jumi Odepe

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. Today I have the opportunity to interview Jimmy O Deppe. She is a lawyer in Canada and in Nigeria, and today I'll be talking with her to learn about her story, her practice, and her career. Thank you so much for taking the time to join us today. To start us off, I'd love to ask you if you could introduce yourself to our listeners. Thanks Claudio, and it's really a pleasure to be on this podcast today. My name is Jimmy Odepa. I, I'm a dual qualified lawyer. That means I was qualified in Nigeria in 2004. I got called, I got called to the bar in Nigeria in 2004 and in Canada in 2021. I'm, I'm a business lawyer and what I tell my clients is that I'm the lawyer that stays with him. I work mostly with founders and startups and SME's actually. And what I tell them is that I'm the lawyer that stays with them from the time they do they, they incorporate. I'm in the middle when they're signing contracts, drafting contracts, reviewing contracts in amalgamating or buying businesses and their lawyer in the middle. And if they choose to sell eventually and that lawyer that would be right there at the end if they want to sell the corporation or or they want to wind couple dissolved and so on that business lawyer. But I work mostly with founders and startups in Canada. Yeah, pleased to be here. Fantastic. And, and I saw you had a wonderful career and, and studies and all of that. So I'd love to hear a little bit about your experiences or decisions that you feel that have had the biggest impact to lead you to where you are today. And, and just to give you a little context, a lot of our listeners here are early career professionals, people just leaving law school. So we always love to, to bring a little bit of a perspective that you know what, what kinds of things helped you to take those those big decisions to take those lips. A lot of our listeners are internationally trained lawyers as well, starting a career in a new country. So I'd love to hear your take. Thanks so much for giving that context. I think what has got me to where I am today, I would say the biggest decision is the ability to pivot at different intersections. So I've, you know, I've been called to the bar almost over 20 years ago, right? So a different someone. I'm a career oriented person, but I'm also a very family oriented person. So I got called to the bar 22,000 and 4 started my career and then got married and then decided I wanted to raise my family right. So I went into business, the business of law. I had a, I had, I had a, a law firm back in Nigeria himself and I also had another business in the middle. And then at a point I decided I wanted to do my masters in law. This was like 10 years into after call, after my call to the bar in Nigeria, right? I decided I wanted to do it and I wanted an international 1. So I came to the University of Ottawa, you know, truly when I was living in Nigeria, people asked me that are you OK? Because I was doing fine. I was comfortable in Nigeria, but I knew that was just the right decision for me for my career at that time. And I, I made the move and that's why I said the ability to, to just make a change when you know it's time. You are In Sync with your career and your whatever other thing matters to you. If it's family, if it is whatever matters to you, right, you are In Sync with it and you can tell yourself different intersections in your life that OK, this is the next move. I'm really settled and there's I'm comfortable here, but I'm making this move, you know, So I think that's, I think that's, that's for me, that's been not once, not twice, just that ability to pivot and say, OK, it's time, it's time to move into this, you know? Yeah, that has really been helpful. Yeah, say, well, I really appreciate you sharing that. And just like you said in the beginning, you work closely with a lot of founders with startups as well. I'm curious to hear about what may be pushed you toward this area of law and and not only why you started, but why you chose to stay. Yeah, that's a good question. I thank you. So I started back in law school, my first law school, because now I've had two law schools where my my law school back in Nigeria, I was young and, you know, very opinionated and all that. And my best subject was criminal law. I loved criminal law and I loved the law of evidence. It was my best in law school. So I was so sure that once I graduated, I was going to be a criminal law lawyer and everybody knew that, look, you're going to be good. And so after law school, I went straight into criminal law and we didn't 11 any half years of being in criminal law in Nigeria. I know it's different in Canada, but in Nigeria I knew it wasn't for me. It wasn't for me. I actually was in a very celebrated case back in Nigeria where there was, it was a celebrated case, criminal law case and with senior lawyers. And I didn't like the way it's panned out, that case. And I knew I had to change. I knew, but I didn't know what was in it for me, what where else to go. I didn't. So mentors I didn't have any mentor I didn't have, OK, where can I go? I love criminal law is not working for me and all that, but I stumbled on corporate law. I would say I stumbled on corporate law and stumbled on corporate law said you don't have to go to court. You deal with your documents, you deal with businesses. Like really? Well, that's true. They showed us this and we had business law classes in law school. I can try this as a lawyer and I tried it, join the business law firm and that was it. I'm talking 18 years ago now and that was it. So I can say corporate law found me, but I had that experience, costs of what I thought was going to be my life after law school, but then it wasn't what I wanted. And then I changed the corporate law and I think that's what's kept me there. Like I fell in love with it so much that even coming to Canada, I said I'm doing corporate business law. I'm not going. I was so sure. Yeah. So that's it for me. Amazing. And and heading into a bit of like a substantial law part of this interview as well. I wanted to ask you, if a founder is just starting out here in Canada, what are a few of the first steps that they should focus on to avoid problems later? Yeah, absolutely. In Canada, it's funny, it's the same in Nigeria as well. But in Canada, I would always tell founders start, have you know when they say foundation, if the foundation of a house is not good or is destroyed, that house is not going to stand. So it's the same with businesses or for founders, entrepreneurs or semis. If you're starting starts with the right foundation and the right foundation is 1. If you want to incorporate, for example, some, some founders started as probably sole proprietors and then they decide before we start all this funding and bringing on investors, we want to incorporate. Then they go do it themselves, which can be OK until when it's not. So I say I, I, I don't say just walk. It's always better to walk with the lawyer when you want to do your incorporation. Why Most founders within a year or two of starting that that business or within a year or two of incorporating, you want to start doing things, you want to start raising funds. So you don't want to do that without a proper structure. There's a way you can incorporate where it's like almost structureless and the only thing that corporation can do for you is to work for you alone. But the moment you want to bring on investors, they start realizing, oh, I didn't, I didn't set up this to accommodate an investor or to accommodate, you know, so when you work with the lawyer, that's one of the things the lawyer does for you. They they want to know what's your plan for the future? Is this cooperation just for just a shell corporation? Maybe you want to buy another business with it, But if it's you're a founder and in the next two years you're going to bring on investor, you want to have those classes of shares for investors that will accommodate no matter the the number of investors you're bringing in. So the lawyer will set it up for you. So that's one have that right foundation in incorporating. Another thing will be have a shelters agreement or a founders agreement in place. The founders agreement. There's nothing like we agreed via text message or via e-mail. No, please put that and letter lawyer drafted for you, because the way we see things, it's different from the way I mean, whatever you put together online. Most times, of course, there are times it will work for you, but most times. So you want to have that in place. You and the co-founder. If you have cofounder cofounders, you want to know the, the, the you have to have to have a capitalization table, right? Who owns what? Do you own 10% of this corporation? Do I own the remaining 90%? It has to be clearly set out because these are these are the places where we meet with Confucian when a founder and cofounder come maybe three years down the line, the business is already making good money. And then you're like, oh, I own 90% you wanted and then the the coupon is saying no, I want 30% and you, but there's no written agreement, right? So that's why you have to have a solid to have a a solid founders agreement or a shareholder agreement. You want to have that. You also want to protect your intellectual property. That is so key. It's very easy when you're just starting out and probably you have a brilliant idea and then you get a subcontract contractor, subcontractor to work on it for you. What founders don't know is that that contractor can claim that IP eventually can say, OK, these IP belongs to me, I created it. But then if you assign the IP properly right from the beginning, then it's clearly stated. I would say, usually I would say let the corporation own the IP. So even if the contractor that designed it is going it belongs to the corporation or if it's an employee that builds that type, it belongs to the corporation. So I think those three things foundation incorporation, founders agreement is solid 1 and assign your IP will always be the first set of things out there will see and found that she looked out for. Very interesting. Thank you for sharing that. Also, if I may ask another question for, for you know this legal information here for, for founders, but also, you know, looking ahead, what kind of advice would you give to to founders who want to scale without losing control or creating a big legal mess that they cannot fix later beyond, you know, consult with a lawyer? Yeah, yeah. I think it's still going to be back toward the things I just discussed. You don't want problems down the line. Just set it up properly from the beginning. And if you don't do anything, make sure you have a founders agreement. Have a founders agreement that will save you mediation or litigation down the line because everything would be in the founders agreement and you can have a clause, always have a clause that it can be reviewed. The founders agreements can be reviewed in writing. It can be amended in writing. So probably 2 years down the line, you notice that there's some things that you didn't cover in the founders agreement, then you can amend it in writing is already there, right? Like we can amend this and I'll say if there's just one thing, then to be the founders agreement, have one in place. Perfect. And Jimmy, in the beginning of our session today, I asked you to mention a little bit about your experience. What are things that that really helped you to get to where you are today and all of that. And going back to a little bit of that conversation, I wanted to ask you if there is a few pieces of advice that you would either give your younger self. You know, I love that you mentioned how you really liked a course in law school, but then the practice so different and I love how you experience with that and shows kind of out of practice. So I'm wondering if there is any kind of advice you'd give a newer and early career professional who are just starting out or maybe starting for the second time here in Canada and really want to build a meaningful and successful career. Right, right. The only thing that comes to my mind is intern, intern, intern, intern. Like I even right from law school just started interning. I've walked somewhere before in Canada, one of the, one of the cities and I, I recall them having kids from high school though, just come maybe like 3 weeks and some of them will come to my office to discuss with me. Like I really love criminology and I love, you know, they're always very full of, I'm like, yeah, why not try this? I mean, these are kids in high school. I just thinking about, they're not yet thinking about lawfully, but they're thinking they love some parts of law. So just by interning and being in that space. And there was one I remember after finishing summer with us, she said I'm not doing law. She was sure so interning any opportunity you find intern if you can intern in a big law firm if you have that I whether I it's not even a Canadian thing. I mean, I think practicing law in multiple jurisdiction opens your eyes to some things that this happens everywhere in the world. So whether you're in Nigeria or you're in Canada or you're in the US, if you practice first, you start your career in the big law from the what we call big law, it's kind of set you set you up the things you, the kind of kind of things you learn, the kind of files you deal with and even that name, it's just so helpful as your career progresses. So definitely in turn, if you can intern in a big lot, do it. If you can't, intern where you find and then work your way to the top. But that's it. That's yeah. I love that. Really a lot of a focus on that practical experience and, and I think that's so wise. Time and time again, I've noticed that there's, there's a few courses that really interest me like constitutional law, but it turns out that it becomes a a little bit high, harder to be a constitutional lawyer. So it's been interesting to see, you know, have colleagues who actually succeeded quite a bit in working for boutique firms that basically are challenging the charter and challenging the decisions made by the government and all of that. But it's, it's very much within a niche area compared to the other areas of law where you have, you know, a more constant flow of work and all of that. So it's just been very interesting to to hear your advice. I really appreciate you taking the time to sharing it with us today. Thank you. Thanks for having me. Absolutely, and thank you all for tuning into today's episode and keep tuned for the next one.