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78 UMKC L. Rev. 455 (2009-2010)
The Legal Spark

handle is hein.journals/umkc78 and id is 459 raw text is: THE LEGAL SPARK
Jeff Thomas
For many years, leading Silicon Valley law firms have used their
proprietary form systems to help turn good ideas into world-shaking companies.
It is time to put one of those form systems online and teach it to entrepreneurs,
students, attorneys and others.
Many    startups cannot afford   the legal help they need.        A  maj or
Foundation devoted to entrepreneurship and education should acquire a top
Silicon Valley law firm's form system, put it on a website, and get schools and
others to help teach it. Perhaps the Foundation could acquire the Venture Law
Group's form system from the Heller Ehrman LLP bankruptcy estate.' In
addition to educating people about important legal issues surrounding startup
transactions, the Foundation System would teach Silicon Valley's powerful
strategies for forming companies, building teams, protecting intellectual
property, raising capital and signing up new business. The Foundation System
would also provide and teach starting point documents that can be used to
execute those strategies. Although final deal documents should always reflect
the parties' unique facts and circumstances, having starting point documents
from the outset would jumpstart and streamline repeat startup transactions. More
importantly, sophisticated know-how and established standards would influence
and steer those starting point documents, making it harder for the parties to screw
up or screw each other.
I Jeff Thomas is an Associate Professor of Business and Director of the Entrepreneurship Program
at Belmont Abbey College. He is also an Adjunct Professor at the H. Wayne Huizenga School of
Business and Entrepreneurship. Jeff has experience representing several types of entrepreneurs and
growing businesses. He has practiced law in Chicago and Silicon Valley. Before joining Belmont
Abbey College, Jeff taught students and served live clients through small-business clinics at
Chicago-Kent College of Law and Northwestern University Law School. He has counseled on
entity formations, angel investments, venture capital financings, contracts, and other commercial
matters. Jeff earned his BBA from the University of Michigan Business School ('91) and his JD
from Harvard Law School ('97).
1 The Venture Law Group (VLG) form system helped counsel many successful startups including
Yahoo! Inc. and Hotmail. See Richard B. Schmitt, Little Law Firm Scores Big by Taking Stake in
Clients-Specializing in Web Start-ups, Venture Law Group Turns Its Back on Corporate Stars,
WALL ST. J., Mar. 22, 2000, at B I. (Per author's personal knowledge, portions of the VLG system
have also been used as course materials at Stanford Law School.) In 2003, VLG merged with
Heller Ehrman LLP (Heller). Eric Young, Bidders Circle Heller's Venture Law Group, S.F. Bus.
TIMES,    Oct.    3,    2008,    available    at    http://sanfrancisco.bizjournals.com/
sanfrancisco/stories/2008/10/06/story4.html#. As of July 22, 2009, debtor Heller's Chapter 11 case
was in the United States Bankruptcy Court, Northern District of California, San Francisco Division
(Case No. 08-32514). On July 22, 2009, a member of Heller's Dissolution Committee indicated
they were, still investigating whether, and how, to dispose of the VLG form system. E-mail from
Paul Sugarman, Hellen Dissolution Committee Member, to the author (July 22, 2009, 17:54) (on
file with author). For background information about VLG, see generally D.M. Osborne, When Is a
Law Firm Not a Law Firm?, INC., May 1, 1998, at 83, available at http://www.inc.com/magazine/
19980501/927.html#; Schmitt, supra.

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