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Business Law with Audrey Wessel from Gutwein

Navigating the dynamic world of startups requires not just innovation but also a keen understanding of the legal landscape. In this enlightening discussion, Anna Bliss from Intrepid Finance sits down with Audrey Wessel, a seasoned partner at Gootwine Law, to delve into the critical aspects of legal counsel for startups. With a unique background in chemistry and a deep passion for intellectual property law, Audrey brings invaluable insights into assisting startups and emerging technology companies. From the intricacies of venture capital fundraising to the essentials of forming a solid legal foundation for your startup, this conversation sheds light on how to navigate legal challenges and leverage legal expertise for business growth. Whether you’re an aspiring entrepreneur or already knee-deep in your startup journey, Audrey’s expertise offers a roadmap to understanding the legalities that can make or break your venture. Join us as we explore the pivotal role of legal advice in the startup ecosystem and uncover actionable strategies to secure your company’s future.

Anna Bliss: Hey everyone, it’s Anna Bliss from Intrepid finance. I’m here with another discussion. It’s a great topic. We have a special guest, Audrey Wessel. She’s a partner at Gootwine Law. She excited to have her, I know her personally and professionally, so that’s even better. But Audrey, I’ll let you introduce yourself a little bit and tell us about how you got to your position that you’re in now.

Audrey Wessel: Yeah, thanks, Anna. Thanks so much for having me. Really excited to be able to participate in this today. So I’m originally from southern Indiana. I went to Purdue University for undergrad, got a degree in chemistry, which really sparked an interest in intellectual property law for me. So that actually plays really well into what I do now, which is working a lot with startups, emerging technology companies. Half of my work and half of my day usually is in the venture capital fundraising space. So helping on the deal work. The other half is really just acting as an outside general counsel for those startup companies and for those emerging tech type entities.

Anna Bliss: That’s awesome. I didn’t know that your undergrad was in chemistry, but that’s so cool. Oh, go ahead.

Audrey Wessel: No, I was going to say it’s not a typical path to law school usually, but I think it’s provided some interesting background for me and I think has maybe helped me understand a little bit more about some, not all of the innovations that.

Anna Bliss: Oh yeah, I could definitely see that. The analytical side of everything, putting that together with the critical thinking, I like it. Tell me a little bit more about how Gootwine helps startups. What do they do for startups? For sure.

Audrey Wessel: Yeah, so we have a few people here who specifically focus on working with startups. One of the interesting things that we do that I think I’ve seen really be helpful for startups is that we offer a flat fee formation package. We typically see that a lot of founders, entrepreneurs, this is often their first interaction that they have with attorneys. They’ve heard horror stories about getting bills they’re not expecting and things of that nature. So we find it’s really helpful to kind of offer them, hey, here’s what we’re going to do for you. We’re going to get your company off the ground. We’re going to do your initial founder IP assignments, investing agreements and equity documents, and all of those things within this kind of flat fee that you know what you’re getting and you know what that’s going to cost you. And so also what we do there is really to set people up so that it’s typically what we see when a venture capital fund is ready to make an investment. They want to see kind of that stack of documents. That’s probably not all they want to see, but that’s definitely part of it. So we kind of specialize it to be, hey, hopefully when you get to that point with the investment, everything that you did to start the company will really kind of be what they’re looking for. Outside of that, we really do try to focus on our group that does work with these startups and these types of entities. We really try to focus on being full service for what they need. We do have other attorneys here who do patent work. We have people who specialize in employment law. So it’s sort of one of those things where I personally am working on getting a certification in privacy, data privacy, because that’s so important when I’m drafting privacy policies, terms of use for my client. And so we also try to be just kind of, I guess, full service for what those startups need, not just the formation and the deal work, but really kind of acting as an outside general counsel for them as well.

Anna Bliss: That’s awesome. I find all that fascinating because I don’t know what’s right or wrong with any of that stuff. So the fact that you guys do know that is just amazing to me. But what’s the biggest hurdle that you see for startups? Is it more when they’re starting up and getting all the documentation they need? Is it when they’re going out for the venture capital? What do you see as the biggest hurdle right now?

Audrey Wessel: Yeah, that’s a great mean thinking through just kind of what I’m seeing. Obviously, Anna, you and the intrepid team know this as well as anyone, but the market’s obviously been a little bit different in the past couple years in the venture space. And so I think a lot of what I’m seeing for startups is that kind of external challenge of raising money. And I also will say that I don’t even know that it’s the very early stages. I think the state of Indiana and the Midwest has really great early stage funding opportunities. I think that whether that’s a fund that focuses on that or different sort of entities that do that, I think there are a lot of opportunities for that early stage angel investing, kind of smaller check. I think where the real hurdle comes in is when people are really ready to, maybe they have the product built out, they’ve got some revenue, but they’re really ready to put their foot on the gas. And so they need that big check to really take this to the next level. That’s kind of where I see the hurdle being, because a lot of times that money is maybe not going to come from a Midwest venture fund. Sometimes it is, and hopefully it is right, but not always. And so I think it’s just harder for startups to make those connections with the venture capital funds often, who are willing to write the bigger checks to really propel them to the next level.

That’s not to say it’s impossible, right. But I think that it’s just one of those things, especially with kind of the volatility in the past couple of years that I’ve been seeing, that’s kind of a big hurdle to get over. Yeah, I think Indiana, the Midwest, they’ve definitely made a name for themselves, which I personally love, but I know that we still are growing and have a lot to learn and more to do. So I’m excited. I’m really excited to see what happens the next year, five years, ten years from now, because I think it will be very impactful to startups in the tech world and SaaS and all of that jazz.

Anna Bliss: Yeah, but you said something interesting that I do want to go back to when you’re talking about setting up the company and when someone would engage with you, but when should a company engage with a law firm? Should they just kind of know that you exist and have your business card? Or when should they sign that letter of like, hey, we want you to be the person that we go to for everything. If you could add some insight to that.

Audrey Wessel: Sure. Yeah. So I will say first, I mean, I’m always happy to do kind of intro calls, and if you realize you’re not ready to move forward, you can always keep my contact information on file. But really, I think I give the same answer to this as when people come to me and say, when is the right time to form my entity? Right. Maybe they’ve been working with a couple of friends on an idea, and what’s the right time to form an entity? I think the answer is really the same as when is it time to engage counsel. Right. Whenever you have a situation where you’re going to maybe be taking on some liability because you’re going to be signing contracts, maybe you want some business insurance, maybe you just want to make sure that it’s clear with your co founders who owns what equity in the company and who owns the intellectual property that’s being created. That’s a time when you want to form a company. And so that’s a time when you really probably want to start talking to legal counsel.

So that’s kind of how I look at it now. I will say that there are sometimes people go out and they form a company just on the secretary of state themselves, or they’ll use some online service to form a company. There are pros and cons to those, but I see it a lot, especially with people forming kind of a single member LLC just to get started or something. And so I’ll say that even if you don’t work with an attorney to form your business, I think it is absolutely critical to get legal counsel before you take any investment money and before you promise any equity to employees or service providers. Those are two huge events where if there are kind of mistakes made or things that aren’t clear, it can be really hard to fix those.

I think ideally when you’re ready to form the company, but in any case, before you take money or kind of try to issue equity or promise equity to anyone else, I would definitely recommend talking to some legal counsel at that point.

Anna Bliss: Awesome. I think that’s great advice. I love that. I know at the last happy hour event, networking event, which I love that you attend those.

We were kind of discussing referrals and how important they are. And your customers, I know, come aren’t follow up customers. Your clients come to you all the time with referral request, or they might have a bad experience. But can you give some insight on how you’ve seen referrals go or the lack of referrals and how important they are?

Audrey Wessel: Yeah, absolutely. I think it’s a great question, and I think it’s really something that it’s hard to kind of tell your clients to be thinking about it. But I think it is important because you think about startups. They have outside legal counsel. They work with a law firm, they work with an accounting firm, sometimes they work with a development firm, sometimes they do fractional CFO, fractional CMO. So there’s all these different things that they do. And so I do think that if you work with a partner, maybe you love your accountant, right. And they work well with you and their style is similar to yours. Maybe ask them who they would recommend for some of these other things. Right. Because someone that works well with you can probably recommend someone who’s similar in terms of interactions and experience and areas of focus so that you know that when you have that initial conversation to see if they’re a good fit, at least there’s some background, at least someone that you trust has said, hey, I’ve seen their work and it’s someone that I would recommend at least talking to.

So I always think there’s no harm in asking. Maybe they’re not going to know someone. Maybe the person they recommend doesn’t seem like a good fit to you, but certainly no harm in reaching out and kind of getting that warm referral. I think that’s always helpful to identify a service provider that you may have a better kind of relationship with or understand better how those interactions will go. No, that’s awesome.

Anna Bliss: I know that we were kind of talking about networking as well, and how at events we’ve done a ton of networking. I know you started early on your career. Me too. With accounting. And so can you talk about networking?

What advice do you have? Even for people just like starting out at networking events, they may be a little intimidated by them or someone that is starting out in their career. What’s something they could go into the networking event doing or thinking about or something tying to the referrals. Any advice on networking?

Audrey Wessel: So I’ll

admit networking can be difficult, right? It can kind of be scary to go into an event and try to talk to people that you don’t know. But there’s always kind of two things that I personally keep in mind, and again, everyone has their own way of doing it, but I like to keep in mind that I don’t go to a networking event and think, oh, I need to talk to every person in here. Right. I think going to a networking event and making a genuine connection with a smaller number of people is always going to be better than just getting a bunch of business cards from people who may not remember your brief interaction.

And so I think what that leads to is those genuine relationships moving forward and kind of building on that and kind of becoming friends with people over time, it certainly makes it easier to continue doing the networking. I think the other thing that kind of helps me with it, even when it does seem hard or it’s the end of the day and you’re thinking, I’d rather just go home, but I’m going to this networking event is to kind of take it out of, it’s not just work, it’s not just an obligation, it’s something that’s going to help me long term in my career. Right. And I don’t know if a person I meet at this event, 2030 years from now is going to be important to my career or my life or whatever that looks like. So I think really those two things, just focusing on making the genuine connections and then keeping in mind that it’s not just an obligation that you have to do, it’s something that really does help you.

And once you kind of get involved in it and do it more frequently, you never know what’s going to come from those connections. Yeah, I definitely agree with that. I know it’s probably like 2019. I met Casey at a networking event through Steve, and then now I work with him. And it’s so easy coming in here, working with him because I was like, I already feel like I know you because I’ve seen you at events, I’ve talked to you. We kind of had that relationship. I know what you do. I know type person you are. And so that was wonderful coming in and seeing him. Hardest question, I think.

Anna Bliss: But what is one piece of advice that you would give a founder or entrepreneur right now?

Audrey Wessel: Yeah, that’s a good one. This may sound pretty standard, and I think a lot of, at least my clients do a good job of this. But I think the one piece of advice is really, if you want to get into the startup world, I think using the community to your advantage is the best thing that you can do. So earlier, we’re kind of talking about Indiana and how things are growing, and I think this ties into that because, you know, there’s so many startup communities across the state that are very welcoming, want to help each other know. I haven’t personally experienced it, but I’ve heard that may not be the case in kind of maybe other areas of the know, whereas here everyone’s very willing to help you. Everybody wants to kind of build each other up. And so I think using that community to your advantage is huge. Getting out and going to networking events, understanding if there are accelerator programs you should join, or even just the early stage angel investments you get, making sure maybe those angels are also willing to be kind of a formal or informal advisor for you. And I think that’s so important.

And I think that if you’re just getting into this, it may not be something people know. A lot of people say to me, oh, I didn’t realize Indiana had a startup community at all. But we do. And it’s pretty significant. Honestly and personally, I’m involved not only in Indy, but in the Bloomington cert community and Lafayette. And so there’s a lot of opportunities throughout the state to really involve yourself in these communities. And I think that’s my one piece of advice, is to use that to your advantage. You never know when you’re going to meet the right advisor, the right angel investor, or get introduced to the right person.

Anna Bliss: Yeah, I absolutely love that. I think that’s great advice and something that everyone should keep in mind. Never. You can’t hear that too many, so that’s awesome. Well, Audrey, thank you so much for all your insight and advice. I know you’re super busy, but I appreciate you hopping on here and chatting with me, and I hope to see you at the next event.

Audrey Wessel: Yeah, absolutely. Thanks so much, Anna. I really appreciate. It’s great talking to.

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