What It’s Actually Like Being a Venture Lawyer
A Practical Guide for Law Students Curious About Startups & Fund Formation
Law students often ask me what it’s like to work in startup and venture capital law. I can picture what’s running through their minds: visions of working with the next big thing in tech, rocket-ship startups, and investors tossing around checks with more zeros than a phone number.
Of course, that world exists, and it is always fun to work on those deals. But it takes a lot of work to build a skillset that gets you there.
Every time someone asks me how to break into this field, I think back to law school and realize nobody actually tells you how to get from point A to point B. So, let’s fix that. I’ll walk you through what really matters in venture law, what the day-to-day looks like, and how you can actually get your foot in the door.
Venture law is less about courtroom drama and more about building the financial architecture behind high-growth companies. In this post, I’ll show law students a few steps to position themselves to break into the field, and preview what’s ahead: first, the core principles that drive venture practice; then, the realities of working with startups and funds; and finally, some practical advice to help you get started.
Let’s start with the basics: what matters most in this field, what it’s really like working with startups and funds, and, if you’re still with me by the end (God bless you), I’ll share a few tips that I wish someone had told me.
Part I: The Core of Venture Practice — It’s All About Structure
Venture Law Is Capital Architecture
At its core, venture law is all about understanding structures. If you’re hoping to argue about obscure case law, you’re in the wrong place.
If you’re working with startups, your first job is to figure out how the deal is actually put together. Who needs to sign off? (Spoiler: you’ll be tracking them down.) Who gets paid if things go well? How does the cap table change? If you get these basics, you’ll start to see why some points get fought over and others get waved through.
On the fund side, you’re the architect building the vehicles that pool and invest money. You’ll set up limited partnerships, general partners, management companies, side cars, SPVs, and more. Then you draft the agreements that hold all of it together and dictate how the whole machine runs.
Sounds like a lot? It is. But if you keep a few key questions in mind, you’ll be able to follow the deal and understand what’s really happening.
Who controls downside?
Who captures upside?
Who controls consent?
How are fees allocated across time?
What happens if performance differs from expectations?
Almost every deal depends on these questions in some form or another. The faster you grasp the impact of these questions and their answers, the faster you will be able to contribute.
Fund Formation Structure — Long-Horizon Incentive Design
Working with startups and funds has a lot in common, but fund formation is its own animal. Don’t say I didn’t warn you.
Startup financings move fast because companies need cash, and time is short. With funds, time matters too, but in a different way. You’re helping clients set up a legal relationship that lasts 10 years or more. Every decision you make (compensation, governance, flexibility, control) sticks around for a decade. There’s no “just use the standard terms” here. You’ll spend a lot of time talking things through with clients and explaining why it matters. Some of the greatest hits are:
Distribution waterfalls.
Key person clauses.
Removal rights.
Regulatory compliance.
The term of the fund.
Management Fees.
Unlike startup work, which usually focuses on one company, fund formation is about building a web of entities and agreements that all have to work together for years. The learning curve is longer, and it takes more time to get your reps in.
The pace and focus are different, but those core questions still matter. Keep them front and center, keep learning, and you’ll be building big funds before you know it.
Part II: The Day-to-Day Reality — It’s Business First, Law Second, But Also The Other Way
Business Fluency Is Required
What’s the biggest thing that sets new lawyers in this space apart? Understanding business and what actually drives client decisions.
Most law schools barely touch business basics, so you’re left to figure it out on your own. And let’s be honest, nobody has time for that in law school or as a new associate. (Here’s a secret - you don’t get more free time later in your career!)
On the startup side, you need to understand key concepts like:
incorporation, and the basic reasons for the choice of entity;
What even is equity?
What is vesting, and why does everyone seem to care about it?
What does it mean to issue debt?
What happens when a company raises money?
On the fund side, you need to understand even more esoteric concepts like:
What is an investment thesis?
The risk allocation model of venture.
IRR versus multiple on invested capital,
The psychology of limited partners (this may be the toughest of them all - worth its own article for sure!)
As you can see, startup and venture attorneys often get asked more than just legal questions. Although we are not technically business advisors, legal and business advice do bleed together. The most effective startup and venture lawyers I’ve seen have been able to blend the two - striking a balance between the business needs and the legal needs.
How do you learn these concepts? If your law school offers you the opportunity to earn credit for some business courses, take advantage of those as soon as possible.
If your school doesn’t offer business classes, you can always give up what little free time you have and teach yourself. Here are a couple of books that won’t make you an expert, but will help you get started:
Personal MBA by Josh Kaufman
Venture Deals by Brad Feld
Then, once you get your first legal job (likely not in the field of new ventures), try to get on as many deals as you can. Getting “more laps” will help you recognize what to focus on and allow you to begin to develop the most valuable skill for an attorney: judgment.
Communicating Across Experience Levels
You Operate Across Experience Levels
One of the things I still struggle with is speaking effectively across experience levels. Less experienced clients often want you to hold their hand, slowing down to explain every concept and decision (often times more than once!). They rely on you to translate legal jargon, walk through cap table math, and calm them at every step. And then, guess what, they often do the opposite of what you say anyway!
On the opposite end of the spectrum, more seasoned clients will skip past the basics and dive straight into complex business or structuring (there it is again!) issues that you never even thought of before, and they expect you to have an answer (or at least a credible-sounding plan for finding one) on the spot.
The only way to get good at handling both types? More reps. You’ll get them as you go. Again, get on every deal you can.
You might be thinking, “Okay, that’s great, Jake, but how do I actually get better at working with all these different clients right now?”
Here are a few things you can squeeze into your already shrinking free time (especially if you’re following all my advice):
Practice Clear Communication
One of the best ways to master a concept is to use the Feynman Technique—explain what you’ve just learned in plain English, as if you’re teaching it to a young person with no background in law or business (you have to watch out for that 9-year-old with a JD/MBA). As you do this, you’ll quickly discover the gaps in your own understanding and be forced to break down jargon and simplify information until it’s truly clear. This method not only helps less experienced clients but will also reinforce your knowledge.
Develop Active Listening
Clients do not say exactly what they need. Ever. Part of your job is to understand what they really need (more on this below). Focus on discerning patterns, hearing unsaid hesitations, and intuiting underlying concerns. Practice asking thoughtful follow-up questions, then saying something like “what I am hearing is this” to validate your understanding. These are habits you can develop now when talking with family, hanging out with friends (yes, I know, with what time), or even in classroom discussions (just don’t be a gunner!), and they’ll serve you well when the stakes are a bit higher.
Clients Rarely Know Their Legal Problem
One of the first things you’ll learn in this world: clients almost never come to you with a precise legal question.
If only startup and venture law were as tidy as your casebooks.
Instead, they share their story. The story is long. The story is out of chronological order. The story almost always seems to be missing the most important details that you need.
Your job is to listen carefully and, using the active listening skills discussed above (which I’m sure you’ve already practiced), sift through the reading of War and Peace to identify the real legal issue.
You can do this by asking clarifying questions, gently leading the conversation to fill in gaps (I, admittedly, still have to work on this one), and testing your interpretation by summarizing what you’re hearing.
Think of yourself as a sort of detective, thinking “hmm, what’s really going on here?” Being able to find this out sooner rather than later is another way you become an effective counselor rather than someone who just fills in the blanks.
Finding out the problem after two phone calls versus after you’re weeks into drafting documents is the difference between a very happy, long-term client and one you will probably not hear from again after you finish the transaction.
Part III: How to Break In — Build the Foundation First
Why You Should Start in M&A
Every young attorney I talk to wants to jump straight into venture as their first job.
Don’t do it.
Start in M&A instead.
Mergers and acquisitions teach you transactional fundamentals: consent requirements, representations and warranties, indemnification concepts, diligence processes, and closing logistics.
Understanding these concepts is table-stakes for understanding venture financings and fund formation. You are expected to spend your time learning the venture concepts as you work, not the business law fundamentals.
A year in M&A gives you the foundation to hit the ground running—instead of drowning and wondering if you picked the wrong career.
If you enter venture without that foundation, the pace can mask holes in knowledge. You may learn terminology without knowing what it means. You might learn what goes where without learning why.
Build your foundation first.
You might move slower at first, but you’ll end up with the skills that actually make you stand out.
Closing Thoughts: A Steep Curve, A Worthwhile Ride
Venture law is a wild ride. The learning curve is steep, but the payoff is worth it. You get to work at the intersection of law, business, and everything in between.
If you’re a law student or new associate thinking about this field, focus on building your foundation—clear communication, active listening, and judgment. These skills will pay off for years. Don’t get discouraged if it takes time to break in.
I’m always happy to give guidance or divulge more about the realities of venture practice, so don’t hesitate to reach out if you have questions or want advice. You can email me at jd@denhamdispatch.com or get in touch with me here on Substack.