When I tell people I’m in-house counsel at a startup, the response usually falls into one of two categories. The first is “wow, that must be exciting” — said by people who imagine I’m in the room for every big decision, shaping strategy from the inside. The second is “so you review contracts?” — said by lawyers who assume in-house work at a small company is just document management without the firm’s resources.
Neither is quite right.
What people imagine the job is
There’s a romantic version of this that involves me sitting in on leadership meetings, influencing company direction, and writing elegant agreements that protect genuinely novel technology. Parts of that are real. I have been in meetings that mattered. I have written contracts that touched on things that didn’t exist five years ago.
But the day-to-day of building a legal function at a startup is far more operational than people expect, and far less glamorous than the mission suggests.
What the job actually is
You’re building infrastructure, not just reviewing documents. When you’re the first (or one of the first) legal hires at a startup, you’re not inheriting a system. You’re making decisions that will shape how the company handles legal risk for years. What does the contract approval process look like? Who can sign what? How do we handle incoming NDAs — do we use our paper or theirs? How do we track IP ownership as employees and contractors come and go?
These are operational questions as much as legal ones. The answer to most of them isn’t “here’s the legally correct approach” — it’s “here’s the approach that balances legal protection with the speed this company needs to move.”
The regulatory piece is its own universe. Depending on the industry, you may be dealing with government contracts, data privacy regimes, industry-specific compliance frameworks, or all three. Each has its own rules, its own vocabulary, its own definition of what a “contract” even means. If you haven’t lived in that world before, the learning curve is steep — and the business won’t slow down while you climb it.
IP is existential in a way it often isn’t at established companies. A large company can often tolerate some IP ambiguity and clean it up during due diligence. A startup that might need to raise, partner with a larger player, or get acquired cannot. The question of who owns what, when, and under what license terms needs to be answered clearly and early. This means disciplined contractor agreements, clear employee invention assignment, and careful thinking about any collaboration or joint development work.
Equity and compensation are live issues from day one. At a startup serious enough to attract real talent, equity is a major component of compensation. That means option grants, 83(b) elections, vesting schedules, and the whole machinery of startup equity needs to work correctly from the moment you start hiring. Getting this wrong early creates cascading problems — disgruntled employees, messy cap tables, tax surprises — that are expensive to fix later.
The thing that surprised me most
I expected the regulatory complexity. I expected the learning curve on unfamiliar subject matter. What I didn’t fully anticipate was how much of the job is translation.
Engineers speak one language. Business development people speak another. Investors speak a third. Founders often speak all three imperfectly and simultaneously. My job, much of the time, is to hear what each of them actually needs, find the version of a legal structure that serves all of them, and then explain it in terms that each group can act on.
That sounds soft. It isn’t. Bad translation is how companies end up with contracts that nobody understands, equity terms that cause resentment, and partnerships that collapse over misaligned expectations.
The legal work is real. But the communication work is where most of the value gets created or destroyed.
I write occasionally about legal ops, in-house practice, and the experience of building legal functions at early-stage companies. You can find the rest of my writing here.