More Thoughts on the GC Role

Two articles piqued my interest today:  The first, from the Economist, weighs in on the increased sway that GCs have in the world of Sarbanes-Oxley.  The second, from Corporate Counsel Magazine, features an interview with former GE GC Ben Heineman, Jr.  Several observations:

1. The theme of power shifting to the in-house legal leader, and the need for greater guidance and statesmanship from the GC feels very real to me.  However, in talking with colleagues, recruiters and others dealing with in-house positions, this hasn't set in everywhere.  I continue to see situations where the GC reports to the CFO, for example. 
2. Walking the line between being a partner to the business and its guardian is the trickiest part of the job, and the one where the GC can add the most value.  But it requires knowing the business inside and out, and being willing to take smart risks whenever they are outweighed by opportunity.  This is a two-handed benefit - it makes the GC the partner of the business, and it provides him or her the credibility to take a stand when a business initiative must be shut down or modified.
3. I'm with Heineman on compliance officers.  As I've pointed out before, I'd be nobody's choice for a compliance officer; I'm not nearly risk-adverse enough.  But the idea of having a compliance officer who DOESN'T report to the GC is a shockingly bad one.  Compliance is an important part of the legal work facing a company, but it's necessarily narrow.  And for too many of those handling the hammer of "compliance", every potential risk can look like a nail.  Far better, then, for the GC - the one executive in the company equipped to sort "compliance" from "bona fide risk worth taking" - to make the final call.

The Time I Unleashed Marc Randazza on the ABA

We were talking in the office the other day about memorable legal CLE panels, and how few and far between they are.  The standard is so low, so filled with lawyers wringing their hands and droning their way through word-dense powerpoint slides, that standing out should be relatively easy.

I've tried to do that in the presentations I give, living by the rule of never reading off of powerpoint slides and keeping things as lively as possible.  But the one presentation that lives in memory (and probably infamy, for some) is a  panel I put together a couple of years ago for the ABA's Business Law Section annual meeting.

The ABA Business Law Section is a big group, and it deals with many important legal issues.  But no one would confuse your average Business Law Section presentation with anything resembling entertainment.

So naturally, I put Marc Randazza on my panel (which was titled something like "Someone Online Hates You").  Randazza is a first amendment lawyer extraordinare.  He has dealt with many of the most interesting cases at the intersection of the First Amendment and the online world - a prickly professor's defamation lawsuit against Above the Law, Glenn Beck's futile UDRP case, and of course, the Righthaven beatdown.  Just to name a few.  

Despite being somewhat under the weather, Marc put on a helluva performance, getting off riffs, one-liners and anecdotes - a fair number of which were seriously off-color - that had the staid Business Law Section crowd howling in laughter.  He stole the show.  The best part came when I got the evaluations a few weeks later.  It was a binary response: From most, all 5's, raving about how Marc Randazza was the best presenter they'd ever seen at a legal event.  And from a few - and you know the tight-lipped type - comments along the lines of how offensive Marc Randazza was, and how they couldn't believe such foul-mouthed comments would be allowed at an ABA event.

As I've always maintained, if you're not pissing a few people off, you're doing something wrong.

I gotten to know Marc better since then; he's helped me out with a number of issues and is currently representing me in the Rakofsky v. the Internet debacle.  Besides being seriously funny, whip-smart and irreverent, he's a helluva decent guy.

A helluva decent guy with no tolerance for censorious thugs, of course.

Anyway, I need to find another opportunity to spring Marc Randazza on a group of unsuspecting lawyers.  Maybe the ABA Ethics 20/20 panel would like to hear Marc's perspective on how to regulate lawyer advertising . . .

The Empty Threats of Trademark Bullying

Two instructive examples of trademark bullying this week:

The first comes from, of all people, the organizers of the South By Southwest music festival. Lawyers for SXSW sent a cease and desist letter to the makers of "lastsx.sw", an app designed to help users track down bands they'd like to hear at the festival.  

The second comes from serial trademark abuser Louis Vuitton group, which via its lawyers snottily objected to the marketing materials prepared by an intellectual property group at the University of Pennsylvania law school for a symposium on "fashion law."  Here's the (rather cleverly-done) piece that produced so many wadded panties at LVG legal:

The reactions of each group to this bullying will tell you a little bit about what's really behind these threats.  The young tech guys behind the app caved; Penn Law School sent back a sharply-written reply to LVG that might be loosely translated as "get bent."

This difference comes not only from the fact that Penn Law School is a) amply able to defend itself and b) full-to-bursting with lawyers, but also from a little secret good lawyers know:  that the vast majority of the time, threats like this are nothing more than empty bluster.  The attorneys writing these frothing missives have no intention of making good on them.  

Or to put in the parlance of the home of SXSW - they're all hat and no cattle.  They just want to scare you, to intimidate you into agreeing to their demands.  In the case of lastsx.sw, mission accomplished.

Most good attorneys I know will rarely send threatening letters.  They reserve them only for cases where there IS a real issue, and they and their client fully intend to follow through with a lawsuit.  Or they'll just file the lawsuit and then make their demand.  Unfortunately, there are many attorneys out there who can't control their clients, or who value the billable opportunity more highly than the overall outcome to their client, or who have found that the return on their empty threats is good enough to justify the cost to their reputations.

In my business, I deal with bullying attempts like this on a near-daily basis.  I've been threatened with a lawsuit over 300 times in the last few years. I've had claims made that ignore the First Amendment or other laws. Claims that flat-out make laws up. Claims of butthurt masquerading as defamation.  And claims, like these two, that argue for outrageous extensions of copyright or trademark law. 

I've denied every single one of them. Every attorney who wanted a profile, client review or rating removed and threatened a lawsuit to get this result got the same answer: No. 

How many of them sued after getting this disappointing answer? Zero.

Some attorneys just can't help but try to throw their weight around. But that doesn't mean you need to take them seriously when you're operating within your rights.

The Permission Culture

Being the general counsel for the largest online rater and reviewer of lawyers, I get my share of heated correspondence from lawyers.  And one common question is why we didn't ask permission before posting an attorney's licensing details online.

It's a vexing question.  Not because the substance of the question is difficult to answer - rather, it's difficult to answer in a way that is not overly rude and/or condescending.  Why? Because it should be blindingly obvious that we don't need their permission.  

Asking for permission implies the conferring of a right not otherwise present.  Decorum also demands that it be limited to those areas where one plans on honoring the denial of permission.  As we have a clear First Amendment right to publish, and no intention of only publishing material for which consent has been granted, it would be both pointless and in bad form for us to ask for permission.  

I wonder, however - as I see the latest round of the NFL trying to prevent use of the term "Super Bowl"without permission (note: I did not obtain, nor ask for, permission to refer to the SUPER BOWL).  Super Bowl, Super Bowl, Super Bowl  . . .

Anyway, where was I?  Oh, yes - this NFL silliness (SUPER BOWL!!!), along with the consistent drumbeat I hear from lawyers over permission, raises the question of whether we lawyers have too strong of a bias for permission.  Just as lawyerly training can lead to a blinkered desire to mitigate every risk, regardless of cost or lost opportunity, does our reliance on case law and statute tend to immobilize us from taking action unless there is clear precedent saying "yes, really, it's OK?" To think that we can't do anything out of the ordinary without permission? My experience would say that it does.

This is a problem, because it leads to situations like the ridiculous demands for permission that I get, or the ludicrous position taken by the NFL and other trademark or copyright holders that even clear-cut cases of fair use are infringing without permission.

A culture of permission-only is a poorer culture all around.  And it's bad for lawyers and their clients, as asking for permission in cases where it's not required leads to confusion and missed opportunities.  Let's limit permission to its intended uses: when we're seeking a dispensation (by asking for a right), or granting one (by letting someone else decide whether we get to exercise a right we already have).

Should Legal Report to PR?

OK, it sounds ridiculous, but consider: Any company of size employs a public relations staff. It's how you acquire, manage and - hopefully - shape earned media. Public relations is taken very seriously, and invested in accordingly. A savvy PR staff can generate an outsized return on an investment in relationships and managing the company's image in the press.

Why then, do companies - like Sony Ericcson - continue to allow their legal departments to undermine that PR work?

Imagine the conversation if the Sony Ericcson legal group reported to PR:

PR: Wait, you want to do what?

Legal: There's a guy running a blog that has the name of one of our products in it. And get this - the domain he's using has our product name in it! We can't have that. We're going to threaten him with a UDRP action unless he shutters the blog and hands the domain to us.

PR: Haven't we talked about this? If there's someone hating on us, it's usually best to just ignore them? You know, Streisand Effect?

Legal: Oh, he's not a hater. It's a fan site.

PR: You want to take down a fan site? Someone is writing nice things about us for free and you want to stop them?

. . . you do know that we spend nearly $1 billion a year on advertising, right?

. . . and that this blogger is giving us free advertising?

. . . and that when he's forced to shut down he, and the 4chans and TechDirts of the world, are going to start saying all sorts of nasty things about us and how heavy-handed we are?

. . . which is pretty much the exact opposite of this department's primary goal?

But you're the lawyer - there must be a very good reason for going after this fan. Is he confusing lots of our customers?

Legal: No, it's clearly a fan site. But he's got an affiliate link where people can buy our products.

PR: Uh . . . we're kind of in the product selling business. So his site must be messing with our SEO, outranking our sites on Google?

Legal: Not yet, but it's a .net domain.

PR: It's a .net domain? You do know that a .net domain is the internet equivalent of second-hand store on a back street, right?

Legal: Look, the issue is that there's a chance that this use of our product name could dilute our brand and cause us to lose the trademarked name of the product. We've got to defend our trademark!

PR: OK. So stacked against the 100% chance that your letter will cost us - at a minimum - hundreds of thousands of dollars in negative publicity, what's the risk that this site being out there causes us to lose our trademark?

Legal: Oh, that would never happen. But it sets a bad precedent.

PR: [facepalm]

The Black Hole of Customer Complaints

The Bizzle writes about the role of corporate counsel in occasionally having to deal with real live customer complaints. I had to chuckle; there is much to recognize there.

When I was GC of a regional wireless company, I was deemed the "black hole" of customer complaints, the place that those too crazy or persistent for even our executive escalation team to handle would be sent. Like the guy who would send 27 page faxes to us every day, copying the regulatory agencies and every government official he could think of. Or the customer who sent in a package containing his bill (crumpled up into a tight little ball), a foot-long dowel and a tube of KY Jelly.

What I found was that - much like the Bizzle's experience - for the vast majority of these complaints it was a matter of listening. Listening, because there was nothing else I could offer. Any complaints amenable to resolution would have been dealt with long before they reached me. So I listened, tried not to argue too much, and told them "no". "No," over and over again. No, we would not fundamentally change our business processes. No, we would not pay them millions of dollars for a perceived slight. No, we would not humbly and abjectly go out of business.

And - most importantly - No, there is no one to escalate to beyond me.

These complaints were stuck beyond the event horizon of my "Office of the General Counsel" black hole. They could not go forward and vent their spleen to our CEO, nor backward to make another run at our customer care staff. All further communication would be to me, and me alone. Eventually, they would exhaust themselves and move on to whatever was next in their lives.

It was a clean process, if not always the best use of a GCs time. It required listening, but never for too long; the judicious use of calendar management and setting expectations that I only had time to talk for so long at a spell. But it was a far better process than having the CEO take these calls, and it provided some comfort that if one of these people had a legitimate claim, it would find the legal department while something short of a lawsuit could still make things right.

Unsurprisingly, this is a big part of my current role. Being in the business of publishing information, ratings and reviews of attorneys, we field a number of complaints from those we profile. This is not about paying customer escalations, but rather all about unhappiness and control from a handful of those we've published information about. Many of those have been interesting conversations, and some have even led to changes in our operations. But the vast bulk of them involve me listening and saying that oh-so-familiar word: "No." And because these are attorneys, I often must follow my "no" with an explanation of why suing us would be a bad idea. I have anecdotes and correspondence from these conversations that would fill a book. But that, readers, will have to wait for another day.

Do Female Lawyers Thrive In-House?

The ABA Journal asks the question of whether female attorneys are more successful in corporate jobs than in law firms due to corporations placing a higher value on female lawyers' "people skills."

The article then sloppily compares hard data (females comprising 15% of equity partners at large law firms) with anecdote ("some women lawyers are suggesting that female attorneys do better, overall, when working in-house").

Oh, but data's not hard to find. It turns out that of Fortune 500 General Counsel, women comprise (drum roll, please) . . .

18.8%

Huh. That's only slightly better than the equity partner rate.

Here's two things I know: First, people skills are important in corporations, far more so than in law firms. And second, there are plenty of attorneys with bad people skills. Lack of people skills is an equal-opportunity problem. It's why attorneys score in the 13th percentile for sociability (or as one managing partner at a large firm once told me, the 8th percentile if you control for rainmakers).

The data above would tell us that women lawyers have only marginally better people skills. And that margin could likely be explained away by the job style and hiring difference between equity partners and Fortune 500 GCs.

Can we stop falling back on counter-productive, fluffy gender stereotypes like "better people skills" - especially when the data doesn't bear them out?

Bethesda vs. Minecraft

It's been a while since I've posted about trademark bullying, but Christ, it seems like it's everywhere. Proctor & Gamble is fighting with a Connecticut mom over the name she's chosen for her line of soap for tween girls ("Willa") because it sounds kinda like P&G's "Wella" brand. I've got some nimrod attorney demanding "one . . . MILLION . . . dollars" for using his name on our site (it's, uh, a legal directory. Of lawyers.).

But my new favorite for sheer cluelessness is Bethesda games going after Markus Persson, the creator of Minecraft. Bethesda worries that Persson's new game, Scrolls, might be confused with Bethesda's "Elder Scrolls" line of games. Never mind that no one would ever confuse one of Bethesda's games for one of Persson's. Or that the "Elder Scrolls" is a simply a postscript to the title of each Bethesda game.

What's really appalling here is how Bethesda is letting its lawyers crush them.

Despite possessing god-awful graphics, Minecraft is popular beyond belief. Offering up an open world with no structured gameplay, it provides a level of depth and creativity not found in any other game. Millions and millions and millions of people have flocked to it. My son and his friends are obsessed with it.

By going after Persson (who goes by "Notch"), Bethesda has aligned itself against all of these millions of ardent fans. It doesn't matter if they win the court battle and get Notch to change the name of the game; they've already lost the PR battle.

And of course, they didn't need to do this. Their lawyers may have told them that they need to "defend their intellectual property." That's bunk. Walking through all of the options and the PR implications of taking this action - particularly against a small or well-loved business - has got to factor into the equation.

I was talking to a video game journalist (!!) a few weeks back who told me that many of the gaming companies are known for being ineptly run. One sure-fire way to be run ineptly is to listen too uncritically to your lawyers. We'll see how much it costs Bethesda to learn that lesson.

Another GC Weighs in on Outside Counsel

Great post from Richard Russeth: "If Nordstrom's Was A Law Firm, I'd Give Them All My Business: 7 Mistakes To Avoid With Your In-House Client."

Terrific advice for attorneys seeking long-term corporate clients, or wondering why their clients tend to "stray." I would overlay this with previous points I've made about the importance of outside counsel offering business-focused advice, but these issues of responsiveness are so important - and such low-hanging fruit - that it's surprising more attorneys can't figure them out. I especially like rule #5.

Straight Outta Law School

Hewlett Packard is now experimenting with hiring in-house counsel directly out of law school. It's an unorthodox move, but makes sense for a company of HP's size. They've got the volume of grunt legal work that a first year is suited to do, and enough senior counsel to provide training. Most importantly, they are assured of getting new hires who are untainted by time spent toiling in the risk-adverse halls of big law firms.

Sounds like good news for these lucky hires and their internal clients at HP.

Useless Corporate Lawyers?

Yes, I've known a few . . . enjoyed this brief post from What About Clients, reminding all attorneys out there to quit wringing their hands and give their clients some freaking actionable advice for a change. Also links to WAC's classic "7 Habits of Highly Useless Corporate Lawyers" post.

Getting Help with the Deal

Good post over at Venture Hacks from Scott Walker - 5 tips on getting deals closed. Here they are, with my thoughts on each:

1. Create a competitive environment. Absolutely. As I wrote about in documenting the sale of AT&T Wireless, a competitive environment drives price and terms in the seller's favor. The only thing better than telling one group that their legal ask is "no longer market" is getting a call from another that they are raising their offer. But - I would emphasize Scott's advice that this effort is one where you must have experienced help. It is a very delicate process to get an auction going and keep it alive, and not a place for any entrepreneur or business manager to learn on the job.

2. Leave your heart at home. Listen, listen, listen - and always check yourself for signs of deal fever.

3. Work your balls off. True for getting most businesses to succeed, and true in the crunch time of getting a deal done. Work 40 hours over a weekend to get a deal done while markets are closed? Spend a week in New York without eating a meal outside of a law firm conference room? You bet - everything needs to fall away when you're focused on getting the deal done.

4. Don't let your investors screw you. Doing diligence is always important - but requires focus. Pay attention to tone and priorities. Don't pay attention to things that don't make a material difference.

5. Get good legal help. God know I've spent a lot of time on this blog dealing with the failings of lawyers, and much of my deal experience has come as a principal rather than the lawyer on the deal. That said, you need to get someone who matches your energy and willingness to work your balls off, AND who knows your business and is aligned with your level of risk aversion. I've seen a lot of good lawyers blow (or nearly blow) deals by wasting time on marginal legal issues. Make sure your lawyer can tell the difference between what matters to you and what can be moved past.

Lawyers vs. "Good Enough"

Ron Friedmann has a great post on the recurring problem of lawyers applying "perfection thinking" to all legal problems.

The "Zero-Risk Era"

I could never work be general counsel of a bank - or at least, that's what I've got to conclude after reading this piece in Corporate Counsel about the global risk regulatory paradigm set up in the Basel II Accord. Under Basel II, financial institutions must do sweeping and detailed analysis of "operational risks," complete with meetings, analysis, documentation and record-keeping.

Put aside the process issues and garbage-in, garbage-out nature of this kind of program. Simply think about this: Operating a successful business is a continuous exercise in taking on "operational risk." Hopefully this risk is smart; hopefully it is vastly outweighed by opportunity on the other side. But it involves risks none the same -and working toward a "zero-risk era" is not only fraught with risks of its own, but also does a disservice to that which makes businesses great.

Pfizer and "Compliance"

So Pfizer, which made a high profile GC hiring just a little over a year ago, has been slapped again for illegal marketing practices, agreeing to a $2.3 billion federal fine. That's brutal enough, but what interests me is one of the non-economic conditions the feds imposed on Pfizer (yes, it was a "corporate integrity agreement", but that's about as much an arm's-length contract as DOJ consent decree is).

Under this agreement, Pfizer's "chief compliance officer" must report to the CEO, not the GC. Now, given Pfizer's record, perhaps that's not such a bad idea; obviously, this is an organization that needs some additional focus on compliance. However, check out this quote from Lewis Morris, chief counsel for the inspector general's office:

"The lawyers tell you whether you can do something, and compliance tells you whether you should. We think upper management should hear both arguments."

Pfizer's issues aside, this is an awfully narrow view of how in-house counsel should behave. Good business counsel should be able to give risk-adjusted advice - that is, both what you can do and whether you should do it.

"Deal Tact"

Terrific post today from John Jenkins at the Deallawyers.com blog titled "A Little 'Deal Tact' Goes a Long Way." John gets right to the heart of those factors I have consistently found key to successful dealmaking, whether you are the lawyer, financial advisor or principal: Acting respectfully to everyone in the process, not engaging in negotiating "games" or pissing matches, and always focusing on moving the deal forward.

My favorite quote:

"I’m not suggesting that deal lawyers should always act like Clark Kent -- possessing a little deal tact doesn’t mean you shouldn’t play hard ball when appropriate. I’m just saying that Conan the Barbarian shouldn’t be our role model either. I mean, if you really believe that what is best in life is “to crush your enemies, to see them driven before you, and to hear the lamentation of their women,” you’d probably be much happier as a litigator anyway."

Commodity vs. Premium Legal Advice

A Financial Times piece titled "Law Firms Adapt to a Stark New World" notes:

"Many clients feel that it will no longer be acceptable for law firms to demand premium fees for legal advice that is not contextualised or couched in commercial language."

Amen. A mix of antiquated state bar regulation and attorney information-hoarding has allowed lawyers to charge high rates for what is effectively just legal issue-spotting (e.g., "doing x exposes you to a, b and c legal risks.") However, technological advances, alternative practice models and offshoring are rapidly reducing the value that lawyers can extract from this kind of commoditized counseling.

I've got very low tolerance for counseling which simply spots issues and doesn't weigh them in light of their relative risks. I am increasingly unwilling to pay anything for such advice. Technology has made it easy for me to either directly spot the issues or cheaply hire someone to do it. Those who can't contextualize their advice to my business opportunities won't be hired again.

On the other hand, I am highly insensitive to price when it comes to premium legal advice. Attorneys who understand how my business works and can provide tailored advice that weighs risk against opportunity - particularly on big ticket items - are pure gold.

Unfortunately, a lot of attorneys don't have the pragmatism and confidence to provide premium counseling (ironically, you often see the worst offenders when dealing with low-grade business problems). So, along with self-help legal products and automated solutions, I expect we'll see a continued evolution in the corporate legal world to a bifurcated structure: A small number of lawyers will be able to demand premium pricing, while a much larger cohort will find their legal work significantly devalued.

The Torture Memos, or the Lawyer as Factotum, Not Counselor

The hubbub over the "torture memos" - and particularly Judge Jay Bybee's defense of the memos he signed - illustrates a legal counseling issue deeply familiar to any corporate general counsel: A leader looking for an aggressive interpretation of existing law to support a planned course of action.

Second-guessing by ivory tower types aside, there's little doubt that the memos represent a legally-defensible interpretation of the state of the law in this area. However, in a well-functioning organization, with a strong GC and open communication, the memos would go beyond discussing the outer bounds of what is permissible under the rules to point out the potential downside versus the limited utility of these methods of interrogation.

Bybee's fault is that he's too much of a lawyer's lawyer, providing only the legal analysis and not wading into the risk/reward and policy analysis (to quote from his memo: "This memorandum expresses no view as to whether the President should decide, as a matter of policy, that the U.S. Armed Forces should adhere to lhc standards of conduct in those treaties with respect to the treatment of prisoners"). And of course, he worked within a tremendously dysfunctional structure not noted for its openness.

It's regrettable he couldn't be more of a leader at that uncertain time. However, while you might not want Bybee to be providing strategic guidance to your organization, he's certainly no criminal.

Lawyers and Risk

For those running businesses, here’s a little secret about lawyers: Many of us aren’t very good when it comes to risk.

Sure, we can find risk – most lawyers can identify risks all day long. That’s what law school trains our already-skeptical minds to do. Spot the issues; identify any ways risk arises in a course of action. But balancing those risks against opportunity? Not so good.

Successful businesspeople know that you win by taking smart risks – risks that are outweighed by opportunities. These risks can be competitive, personal, financial, social or, yes, legal. The problem for most businesspeople is that the law is complex, and attorneys have done a good job making themselves its gatekeepers. How can the non-lawyer businessperson determine the size of the legal risk that lurks on the other side of an opportunity?

Your average business attorney will have little trouble assessing the potential for liability in almost any scenario. With some prodding, they will strive to give you the likelihood that liability will actually come into play. However, it can be like extracting teeth to get many attorneys to combine the element of likelihood of a risk with the likely consequences should that risk materialize.

Why is this important? Because – and I can’t emphasize this enough – legal risks are not created remotely equally. A legal risk may mean a vendor is likelier to send you a pissy letter. It may mean an increased likelihood of being sued. Or it may mean the feds raiding your office with a warrant for your arrest.

Obviously, you don’t want to take a major legal risk for a minor opportunity. Just as obviously, you shouldn’t let a little legal hand-wringing over minor risks slow down your plans. You also wouldn’t want to take those risks that are likely to result in criminal liability, bet-the-company litigation or other such unpleasantness under most any imaginable set of circumstances. Due to the gatekeeping function lawyers play, you must have input from your lawyers to tell which risk is which.

Are you getting this input? Just as potential risks are easy for attorneys to assess, the likely range of potential damages is difficult to come up with. Assessing this range requires not only understanding the worst-case outcome, but also discounting from this scenario to account for the uncertainty of the situation, the circumstances of your counterparties and the likelihood that liability will even emerge as an issue in the first place. All in all, a complex and messy process - and attorneys, being risk-adverse creatures, are often loath to wrong-set your expectations.

Much of this analysis is based on experience and judgment, not modeling or mathematical analysis (there are some exceptions I will write about down the road). If you’re lucky, you’ll work with attorneys who possess these qualities and are willing to fully deploy them for you. Ask yourself – are your attorneys walking you though this way of looking at your risks, or do you get the sense that they believe every risk needs to be eliminated? If the latter, and if getting new counsel isn’t an option, at least try the “worst case” test: Always ask your lawyer what the worst thing that could possibly happen is. You may be surprised by how often even the “worst case” is of little consequence next to the size of your opportunity.