M&A, Law, and Entrepreneurship with Syeda Nawroj

Hello everybody. Welcome to another episode of Studying Law Around the World. Today I have the immense privilege of interviewing Saida Nalrooj. We'll be speaking about her career and how she became a lawyer now acting in Silicon Valley, getting to, you know, be close to lots of startups and in a wonderful and flourishing environment that the Silicon Valley is in California. Thank you so much for joining us today, Saida. Yeah, thank you very much, Claudio. I love your podcast. I listened to a bunch of different episodes and I feel very, very excited that I have an opportunity to talk to your audience. Thank you for having me. Amazing. Very happy to host you. And to start off today's podcast, I was wondering if you could tell us a little more about yourself. so that my audience as well can get to know a little bit of you and your story. Yeah, absolutely. So my name is Saida Nawroch. I am currently in Silicon Valley, like you said. I practice corporate law, so my clients are founders, businesses, some early stage, some late stage, mostly private companies. I have my own law firm. It's called Empowering Legal Solutions. We started in 2024 and we're growing really fast. I'm very excited for that. And that's me right now. I am originally from Dhaka, Bangladesh. I grew up there. I went there for high school. I got a full ride to attend college in the United States at Mount Holyoke College, which is in Western Massachusetts. It's an all-girls college. I loved it there. From Mount Holyoke, I went straight To NYU School of Law, hands down one of the best schools I've ever been in, in New York. After I got my Juris Doctor degree, which is the JD degree from NYU, I moved with my then new husband to California, and I have been practicing law here ever since, representing tech and life sciences companies. Amazing. What a journey. And I think your story really matches a lot of the purpose of this podcast and with the, you know, the whole idea here of studying law around the world, right? So thank you so much for joining us today. And to start us off, you just mentioned a little bit about your journey from Bangladesh to becoming a lawyer in Silicon Valley. Super inspiring. If I may ask you, what has motivated you to pursue law and also how did that experience and your life experiences have shaped your career so far? Yeah, that is such a critical question. So I grew up in a very progressive home. I was the oldest of 3 daughters, but as many folks might already know, Dhaka, Bangladesh is not a great place for women's rights and women empowerment compared to other parts of the world. So growing up, I was encouraged and nurtured and given all the privileges of any child in my home. But as I grew up and I started interacting with the society at large, I began to feel that being a woman might be a disadvantage. You know, I heard people say, things to my parents like, oh, it's so sad you have only 3 daughters, you have no sons. Like, who are, who's going to take care of you when you grow old? Like, that was something really common I heard as a little child. And I was a voracious reader. From a very young age, I was like, I naturally gravitated towards the world of books. And eventually I found myself like devouring paperback novels about very powerful lawyers who were able to do magical things all by themselves because they were lawyers. Like they would go to court and they would give this amazing speech and they would completely transform how society looked at a particular issue. I was a big fan of John Grisham. So I think those stories coupled with my social experiences led me to kind of have the opinion that being a lawyer is very empowering. It's very powerful. It allows you to make a big impact and influence how people think in a lot of constructive ways. And I always try to compare that with other means of influencing people. which is force and violence, right? So compare, and I'm a pacifist. So compared to that, I'm like, how do I go about changing people's minds? So I kind of naturally gravitated towards law. And at a very young age, I think I was like, I wanna be a lawyer. And I was very interested in it. I went to a British high school. I studied A-levels, advanced GCSE A-levels law. And naturally I thought I was going to a UK law school if I did go to law. But I didn't like the UK economy. It was not, you know, super innovative. I thought it was very small. It was very closed to immigrants and outsiders. And I had, I am very privileged because a lot of my extended family live in many different countries. So I have little windows into what it was like to be in UK, what it was like to be in the US, what it's like to be in European countries. So I kind of got to cherry pick and I eventually decided that if I was going to leave my home country and do law somewhere else, It might, might as well be the US. So I came here for college with the eventual goal of going to law school. Amazing. That's awesome. It, it's so nice that you really got the chance to, you know, make an informed decision and really make the best out of the, the whole social circumstance and all of that that you saw, which is so honestly like sad to hear, uh, these days, but it, it's, it's definitely important to have this story be told so that, you know, definitely empower more people and definitely brings up hope for those people who are maybe wondering if law is for them at all, regardless of, you know, where they live or the kind of circumstances they were raised on. So that's amazing. Thank you so much. And moving forward to the next question, I was curious, I saw that you worked in some of the world's top law firms. You worked for DLA Piper, for Fenwick West, and I was wondering what were some of the most valuable lessons that you learned there and how that then helped you to start your own practice? Wow. I don't even know where to start. I'm going to first start by saying, I don't know how I got this lucky. The years I spent at DLA Piper and Fenwick West introduced me to some of the most intelligent, the most capable, and just overall best human beings I have ever met and worked with. So, I think kind of what I learned from them. So, a couple of things related to law that I learned from them. The most important thing that I think I learned at DLA from one of my mentors at the time Was when clients go to a lawyer, they don't pay for legal advice and services. When clients go to the lawyer, they're paying for your discretion, your dedication to their mission, and most importantly, they're actually paying you to take their stress off their plate. And I think that kind of inspired me to think about being a lawyer in a completely different way. Right. While it is true we provide a professional service, But we provide a service that goes above and beyond some other typical kind of services. It's not a limited relationship. It is a relationship where you get as much as you put into it. And lawyers have the ability to be the kind of lawyer who a client comes in, you take money, you write a contract, and you say, okay, adios, done. Or you can go that extra mile that lawyers at DLA Piper and Fenwick and West do, where you can say, No, I'm not just a legal advisor, I'm your advocate, right? I'm, I am, I'm your confidant and I am a person who thinks about your best interests and your business's best interests. And that is never limited to just writing a contract. And when I started thinking about the relationship this way, contract drafting became the last thing, the least important thing. And I started prioritizing listening, understanding. And most importantly, I realized in order for me to fulfill that role as an advisor, I needed to be more capable. I needed to know know the best that is out there so that I can represent the best options to my clients. And it taught me a completely different way of self-learning and self-teaching. So I would say that's the most important thing I took away from DLA and Fenwick, and I'm very grateful. Oh, that's incredible. And when you, when you tell your story, it just makes me so interested in understanding these dynamics. And just so we have an idea too, like how, how long was this process for you? How long were you working in these law firms between you know, graduating and funding your own and founding your own law firm? Yeah, that's a great question. So I would say I worked the industry minimum acceptable time, which is 6 years. I spent 3 years at DLA and then I spent 3 years at Fenwick as a senior associate in M&A. And I kind of graduated from being the back office document editor over that time to being the front person who was managing entire M&A deals from start to finish. So M&A is mergers and acquisitions, which is the buying and selling of companies. That's what I specialized in. And I think it's really individual to each person when they feel ready to take that leap, to be very honest. The industry standard is a minimum of 6 to 7 years. There are a lot of practitioners who say you should not go out on your own and start a law firm until you have been a partner at another law firm. I think that can change now a little bit given the access to resources and technology that we have. So maybe it's shorter than that. But I think it really depends on you as an individual, right? When you feel like you are ready to step into that role of an advisor and take that responsibility seriously. And at Finweek, I realized that I was ready because at one point I just woke up one morning and I realized, wait, I don't need someone to supervise me. Every day I go to work and no one supervises me, right? Clients come to me directly. I listen to them. I understand their problems. I suggest solutions. They take one of my options and I deliver the paperwork they need to implement it. So once I realized that, I think that was the beginning of my entrepreneurial dreams where I was like, wait, maybe I'm ready now. You know, I don't need everyone to like show me how to do it right every day. And I would say that point comes at different stages for everybody. Absolutely. That's awesome. Because I imagine that starting a law firm at first is a very bold step and there's a lot that comes involved into it, right? At first, I would imagine that without that partner role, you're usually There's a lot of administrative things you don't need to deal with. There's a lot of accounting and a lot of, you know, all other aspects of owning a business that usually you don't have to deal with if you're working as an associate. But then once you step in that other role, then a plethora of new things that you have to deal with come to your plate now. So I wonder, you just mentioned what, you know, inspired you to take that leap. But if I may ask you as well, what challenges did you have? And did you face as you, as you started building your practice and maybe how you've overcome it and how is it going for you today? Man, there's so much in that question, Claudio. So challenges in my practice, I would say there's many, many challenges. And I don't think it will go away. You know, owning your own law firm is a really heavy responsibility. The way I test whether I'm able to deal with it is whether I'm able to sleep peacefully at night. As long as I'm able to do that, I give myself a passing grade that day. And if I'm not, I feel like I'm doing something wrong. But I think in terms of challenges, I was the best prepared that I could be, even though I was not a partner at a big law firm. My corporate career at DLA and Fenwick had introduced me to many different kinds of businesses and many different types of founders. And, um, I kind of knew what worked and what didn't. Because I evaluated businesses at the time they were getting sold and some were getting sold for really high valuation, so I knew what they did right, and some were getting sold for lower valuations that they wanted, and they, the founder shared with me what they thought they could have done better. So I came into starting my own practice already having a lot of that preexisting experience. Still, I think my challenges would be learning about my own limitations. I would say that would be my number one challenge. And then deciding how best to deal with them, right? Like, for example, my, now my practice is growing, thankfully, a lot. I, I'm getting more clients every day and I want to keep doing what I do, which is I want to give all my clients 100% of my time and attention all the time, but it's not possible. There's not enough hours in the day. So now one of my challenges is how do I meet my clients' needs in the exact same way with the same quality of work and service? Mm-hmm. But at the same time, allow myself the ability to continue to grow and learn and not constantly just be chained to my desk. So that's my number one challenge. I'm still working on it. And in terms of other people and how they could start their own law firms, I would say just do it. If you feel you're ready to do it, if you think you know one area of law really well, I would say that's the sign, right? Starting a law firm does not mean you have to do all the legal work. You don't, right? Even when I say I'm a business lawyer, I don't know all types of businesses. And when clients sometimes come to me asking for advice, let's say just the last week someone asked me about like a ship, like how do they take a ship that's registered in Portugal and put it in Turkey? And I was like, I'm sorry, that's maritime law. I have never done it. I don't think I will ever do it. Like, sorry, you have to find someone else. Right? You have to understand what you're good at and be really okay with saying no lovingly and then hearing no lovingly because no is actually a very positive word. And I think entrepreneurs who do really well have a very comfortable relationship with rejection. And that would be like my one top advice. If you can get really, really comfortable in your skin with rejection, You will find funding eventually, right? You will find the customers eventually because you will have asked enough people to hone your product good enough. So I think that would be my top advice. Be like, get very, very, very comfortable with no. That's incredible of your personal experience, but I'm thinking here too, a lot of the clients you've worked with through your law firm and also in your previous experiences, out of high school, out of law school, also wearing those shoes, right? The shoes of the entrepreneur. So would you say that also you, you maybe learned from the experience of some of those clients that you had? And I think you said also something very fun to me about what being an M&A lawyer means and what it feels like in some ways, because you really show up at oftentimes what it is the most important event of the lifetime of a startup or of a company. So can you tell us a little more about that? Yeah, absolutely. So I can tell you, I gravitated towards doing mergers and acquisitions because I am one of those individuals who love weddings. And I think this is what I told you, an M&A is a lot like showing up at someone's wedding, having never met them before. And then being their M&A lawyer is like becoming the most important person at their wedding, making sure it goes off without a hitch, right? And I love that. I love being involved in that very momentous corporate event in a business's life. The best clients, or I would say the clients I love working with the most, are sell-side founders who are selling their company for the first time. And for a lot of them, it feels like it's their baby, right? They have put their sweat, blood, and tears into it, sometimes over many, many, many years. And for a lot of founders, just getting to that first M&A exit event means that They have had many startups that have failed in the past, right? And they didn't get to a successful market exit event. So when they're looking for an M&A lawyer to guide them in this particular transaction, it's a very, very emotional time. It's a very, very consequential time. And most importantly, you want to go with someone who knows what they're doing, right? And I love that. I love all of it. I love the emotion. A roller coaster. It's, it's being an M&A lawyer is a huge adrenaline rush every time we close a deal. I love that. I love the project-based relationship. I try my best to leave my clients better than I found them. And the best part about an M&A is actually watching someone's hard work get paid off. And I love celebrating that with them. So I would say I am very much a founder-friendly lawyer. Um, there are lots of businesses out there, you know, that are, that are commercial, but I see the human in the business first. And I think that's what makes M&A really fun for me. That's incredible. Your book, Sell Your Startup: A Founder's Guide to Navigate and Win at Acquisition, seems to offer lots of valuable insights for founders. And I was wondering if you could share with us one key piece of advice from your book. That, that you think maybe every entrepreneur should know about? Well, that's an excellent question. So thank you very much for asking me this. I would say if you pick up my book or just reach out to me, tell me you heard this podcast, I'll give it to you for free. Read the chapter 7 that talks about breaking down the purchase price. I have not to date found another book. that explains how a company is valued, private company is valued, and then how you negotiate it and determine the price at which you're gonna sell your company this clearly. Or at least I wrote the book, so I'm gonna say no one has done it better than me. So read chapter 7. That's the most important thing that you'll read as a founder. And before that, also read the chapter about preparing for your company for sale. There's a little section there that talks about how you should navigate with existing investors and finance. financing sources and try to avoid landmine terms that you don't experience negatively currently, but when you go to sell your company, they're gonna pop up. They're gonna be like, oh, I had a 3x liquidation preference, so now you have to pay me 3 times what I invested in your company. And immediately you start seeing the money from the sale of your company going down and down and down, and founders eventually get left with nothing. So try to avoid that, right? I would say If you look into my book, read chapter 7, and then the chapter about preparing for a sale, because it will give you at least some initial idea about what not to do. But I will share my favorite part of the book, which is not that super technical chapter that's math-laden. My favorite part of the book is actually this little story that I share sometimes with founders, or I wanna say I share with wannabe founders, people who are thinking about taking the leap to entrepreneurship. But I haven't done it yet. And it's actually a story about how taskmasters in India train elephants to perform and ride in weddings. So the way they do that actually is they capture little baby elephants who are not very strong, take them away from their mothers and their herd, and then basically physically discipline them until they don't run away. They stay stuck in the little stick. Every time they try to run away, they're physically disciplined and they're baby elephants. So. Like a group of 3, 4 people can overtake them. And then as the elephant grows over time, they remain mentally conditioned to not run away. So oftentimes when you go to now observe these elephants in captivity, you will see giant elephants that are tied to tiny little wooden pegs and they're just not running away. And you ask yourself, why? Why are these giant strong elephants not running away? It's because their captors were able to imprison their minds. So when I sometimes meet people who come to me and say, oh, I wish I could do this. I wish I could be an entrepreneur. I wish I could take that risk. I tell them the story and then I ask them to evaluate for themselves whether they're truly physically captive or whether they're mentally captive. And that's, that's my favorite part of the book. Wow. What a lesson. What an opportunity for everybody who's hearing and listening to this episode, getting to, to get these insights. Thank you so much for sharing that. Moving on, I believe that Being in a, in a big law environment where you have all the resources and being, having these experiences of talking with so many founders and people who are very much in the technology sector, I would think that technology would play a big role in all your career so far. And I'm sure it must play a role in your firm's operations as well. So if I may ask, how do you use technology to make your corporate legal services more accessible? And also, where do you see innovation heading in the legal field? Oh my God, that's, you're hitting me all the hard, with all the hard questions. So on the first part, I use technology all the time. I use it in my business. I use it in my life. I think technology was created to make human life easier. That's just my belief. So I use it wherever I can find it, access it, understand it, and apply it. So in my law firm, I use technology to make communication with my clients clients easier. I use it for project management for my larger transactions and M&A deals, and I use it for knowledge management to research legal issues, write memos, create documents. I do not use generative AI to answer my legal questions, and this is kind of important, and I think this is where the debate is about using law and technology, right? I see a lot of fear in people Where they think, oh, generative AI, LLM, large language learning models, now there's DeepSeek. My God, it's just evolving so fast, getting so much smarter. It's gonna take us, take over. All our jobs are gonna be gone. I hear those people and I say, no, there is no way a robot would be able to take my job because ultimately at the end of the day, my job requires people skills. My job needs empathy. It needs patience. And it needs a very deep understanding of human fears. That is how I am able to negotiate million-dollar deals, right? Because I can put those people at ease saying, okay, my clients need to trust me, and then the opposing counsel needs to trust me. Otherwise, I can't bring people to the same table and I can't get them to agree on a deal, right? And while I use technology every day, all the time, as much as I can, there is no way I think they're going to actually be able to yet replace a core part of what I do. So I think the future is really fascinating. I think the future is super fun. And I think people who stay informed about technology and use it in a manner where they understand its strengths and weaknesses will ultimately turn out to be the winners in the future. I love it. I love this perception of AI and technology as a tool and us being the ones who have to drive it and use it up. Just like so many analogies have been made to a calculator or even to a knife or something like that. It's really the user that will determine how it's used and all of that. And I love that this is not a fearmongering answer. We've all seen the circumstances where the user of AI ended up maybe not confirming what was the outcome of the answer or this or that, and then had a bad experience and that made it seem like all AI is And this and that. So I really like what you, what you brought up. And that's so important to be listening to, you know, as a student, as a young lawyer, or even as a, as you know, as you progress through the profession. And as I kind of segue into that, first you wrap up today's episode thinking about yourself as you were going into law school, maybe even in the pre-law phase. And then as you, you know, kind of got more familiar with the field and talked with people about it and I'm sure you must have had wonderful mentors. I'd love to ask you, you know, for young people, young lawyers who aspire to work in the corporate law field or start their own firm someday, what do you think are some of the skills and mindset that they need to develop and that is essential for success? That's such a great question. I think the number one thing for success in law or as a practicing lawyer Is to really hone your craft. Nothing beats quality. No amount of marketing, book writing, selling will beat quality. Because even if you can get a client in through the door and working with you, they'll never come back or give you a good referral if you don't do the job well the first time. And doing law in the sphere that I'm doing it in, which is Silicon Valley, right? Tech and life sciences. After a few years, you realize it's not a huge market. Right. People who stay, there are a lot of people who come and go. They come, they see it, they see it for themselves, and they decide this is not for them and they leave, and that's totally fine. But for people who stay over time, it actually becomes a much smaller world than you think, than you think it is. Right. And one of my mentors at Fenwick and West, Doug Cogan, He's the head of M&A there. I worked a lot with his colleague as well, Chris Witrow. He's the other head of M&A at Fenwick who does a lot of sell-side deals. Doug once told me when I joined Fenwick that I should always think about, no matter where I am, even if it's I'm an associate, even if I'm an intern, I should always think about wherever I am as a single-man law firm. Every single person who interacts with me will be interacting with the law firm of Saida Norojh. That's what he told me. And it doesn't matter what my title says. It doesn't matter what my role says. Because eventually I will, and at the time when he told me this, I didn't really realize what he was saying. For like many, many years, I was like, oh, Doug, he's so eccentric and so smart. Ooh, like I don't really know what he was saying. So it took me many, many years to figure out what he actually meant. And I feel like looking back, having my own law firm, I'm like, Doug was absolutely right, right? And I think that was some amazing advice. Even if you're a young aspiring intern, you should Comport yourself at all times as if you are the law firm. You are it. You are the lawyer. The law firm is in your head. Wherever you are, that's where your law firm is. It doesn't matter if you're an intern now. It doesn't matter if you're a law student now. Eventually you will stay in this field long enough to realize the world is really small. And if you can internalize that advice, the sooner you do it and the sooner you kind of approach all tasks that way, The quicker you will succeed. That's amazing. If I may ask, just to really wrap it up now, if you're a student today finishing up your law degree, you know, getting close to starting your, your first official job as a lawyer, you know, imagine you're just passing the bar as well. Is there, is there one piece of advice you'd give us? Don't feel bad about not landing your dream job. This is a very tough market for some people. Do the job you can do. Do the job that you can do and Do it well. Some of the best people I know who are corporate lawyers now started as litigators. You know, some of the best lawyers I know who are heading their own law firms, their resume looks like they failed at every single job. And they have done things that don't seem to make sense in the moment, and they have switched so much, but eventually it will all come together for you. It will all make sense if you give yourself enough opportunity to explore, you will eventually find what clicks. And then all of those experiences will actually become a cohesive story. And the only person it needs to make sense to is you and no one else. So, yeah. I love it. I love it so much. It reminds me of Steve Jobs's famous graduation speech where he talks about connecting the dots as you look behind, as you look, you know, to your past. But if you're looking ahead, that's hard to, you know, connect all those things. So yeah, thank you so much. I really appreciate you taking the time to, you know, record this with me today. I appreciate the opportunity to learn a little more about your story and about Empowering Legal Solutions as well. Thank you so much for being here with us today, Sayeda. Thank you so much, Claudio. I wish you the best of luck. Thank you so much for having me. Thank you guys for tuning in and we'll see you on the next episode.