Prerequisite: None

Exam Type: No Exam

The role of in-house counsel at a rapidly scaling startup is fundamentally different from in-house roles in more mature organizations. Unlike GCs in established companies with defined processes and larger teams, startup general counsel operate in environments defined by speed, ambiguity, and resource constraints. Decisions are often made under significant time pressure, requiring a higher tolerance for risk and a pragmatic, business-oriented approach. For lawyers joining hyper-scaling startups, understanding this distinct operating context—and how to build the legal function amid it—is critical.

Students will explore the course material through the lens of a hypothetical startup, with its industry, geography, size, and other defining characteristics established by participants in the first session. The course draws on foundational readings on lawyering in high-growth technology companies, legal and business case studies, contract templates, negotiation exercises, and insights from experienced startup GCs who will join as guest speakers.

The first two sessions introduce the pressures of the startup environment and the importance of positioning the legal function as a strategic business partner. Subsequent sessions focus on the people, processes, and legal frameworks a startup GC must establish to support commercial growth. Additional classes address the protection of intellectual property, governance of AI systems, and navigation of evolving regulatory landscapes. Later sessions examine the GC’s role as the company scales, including advising on employment matters, managing equity compensation, and leading M&A activity. The course concludes with a discussion of fit for the startup GC role and how to develop a personal brand as a startup legal leader.

In addition to a final paper, students are expected to actively engage in class discussion, particularly in conversations with guest speakers. Students will also deliver presentations in which they act as the GC advising a management team on an emerging issue affecting the class’s hypothetical company.