OP here. No D&O insurance (a major concern for me) and from my limited understanding, I have fiduciary duties. Corporate structure is C corp today and we're in transition to S corp.

Yes, I agree. I think this matter is different from a more simple contract review with an employment lawyer covering golden parachute clauses and cause for dismissal, etc...

I am ignorant. I love Google and the "dummies" series, but I know when I need to ask the experts. Please help.

Oh, you poor thing. You liability and risk is going to be dependent on your role (are you an owner? employee? board member?) and what type of corporate structure your company has (LLC, PLC, corp.). PP's friend has Directors and Officers liability insurance, because she has a fiduciary duty to the corporation and needs to protect herself in case the she or the board is sued for breach of this duty. Generally, the corporation (or 401C3 if a non-profit) pays for this insurance.

This is wholly separate from having an employment lawyer review your employment contract, which isn't a bad idea but isn't always necessary.

There has to be a corporate law for dummies book out there, but I'm sure some simple googling will get you there.

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:I understand the tech & security. It's solid. I'm willing to sign off as an engineer, but I'm not willing to bet my house and savings on the venture.

Company & internal counsel is weak sauce. From what I understand, I could be sued. Looking to protect myself. That is all.

Wouldn't the company have D&O insurance that would protect you (in addition to, likely, being a corporation/llc)? Not sure why you think you would be betting your house/savings on the venture? Not questioning it, just curious about what scenario you are worried about.

Agree. You don't make a lot of sense, OP.

New poster. I have a friend who is on the board of directors of a corporation and she told me she got an insurance policy to protect herself. I don't know the details, and maybe it was an overkill on her part, but it's definitely something for OP to at least inquire about with someone knowledgeable.

OP, you need to get an employment lawyer and they would be able to advise you as to what you need to do to protect yourself.

Anonymous wrote:

Anonymous wrote:I understand the tech & security. It's solid. I'm willing to sign off as an engineer, but I'm not willing to bet my house and savings on the venture.

Company & internal counsel is weak sauce. From what I understand, I could be sued. Looking to protect myself. That is all.

Wouldn't the company have D&O insurance that would protect you (in addition to, likely, being a corporation/llc)? Not sure why you think you would be betting your house/savings on the venture? Not questioning it, just curious about what scenario you are worried about.

Agree. You don't make a lot of sense, OP.

Anonymous wrote:I understand the tech & security. It's solid. I'm willing to sign off as an engineer, but I'm not willing to bet my house and savings on the venture.

Company & internal counsel is weak sauce. From what I understand, I could be sued. Looking to protect myself. That is all.

Wouldn't the company have D&O insurance that would protect you (in addition to, likely, being a corporation/llc)? Not sure why you think you would be betting your house/savings on the venture? Not questioning it, just curious about what scenario you are worried about.

I understand the tech & security. It's solid. I'm willing to sign off as an engineer, but I'm not willing to bet my house and savings on the venture.

Company & internal counsel is weak sauce. From what I understand, I could be sued. Looking to protect myself. That is all.

Anonymous wrote:Thanks guys. OP here. Yes, I need a general purpose independent employment lawyer. Done.

Something else. I sign off on security stuff subject to Federal regulations. Do I need a separate lawyer? I assume yes. There is no in house general counsel. Start up immaturity. I need to cover my personal liabilities.

What do you mean by "security stuff"?

If you're talking about a govt contracting company, then a good gov't contracts specialist should be able to help you, but I'm a little concerned about the vagueness of your questions, because they aren't coming across as trying to keep things anonymous for DCUM but, rather, because you're not sure how to describe the issues.

If it's the latter, that should worry you because if you can't frame the questions you may not understand the issues, and that means you need knowledgeable guidance now before you commit to something serious due to lack of understanding.

Even if the company doesn't have in house counsel, they must have a lawyer or firm that has helped with formation, etc. that should be able to discuss the issues with you and at least point you in the right directions. If not, then that might be a signal to run (not walk) for the exit.

Thanks guys. OP here. Yes, I need a general purpose independent employment lawyer. Done.

Something else. I sign off on security stuff subject to Federal regulations. Do I need a separate lawyer? I assume yes. There is no in house general counsel. Start up immaturity. I need to cover my personal liabilities.

Google for employment lawyers in dc. You will get better responses there! There are smaller firms that specialize in this. You need to carefully review the severance provisions including what constitutes for cause etc. Also what insurance coverages you will get.

Many of the prior posters seem to have entirely missed the point.

Op, please restate your question. Are you asking, as PP suggests, whether or not you should hire counsel to review your employment documents? Or is it something else. Just clarify and we'll be able to help.

Anonymous wrote:I think you both misunderstood OP. My spouse is a CEO and prior to accepting his current contract he employed a a lawyer to vet his contract. We paid for this out of pocket but it was worth it.

Ah, that would make more sense. Yes, you should have a knowledgeable lawyer review your employment agreement and, depending on the structure of the entity, formation documents, shareholders agreements, etc.

I think you both misunderstood OP. My spouse is a CEO and prior to accepting his current contract he employed a a lawyer to vet his contract. We paid for this out of pocket but it was worth it.

While the tone of the PP's post ensures that the OP wouldn't consider retaining her, there are few circumstances other than a complete start-up by a first time entrepreneur where this question is conceivable.

If you are joining any kind of existing company, then legal counsel - either internal or outsourced - should already be in place.

If you're founding a company and have no experience, you should check with a firm with a corporate practice that has a small business incubator or talks about their experience with start ups.

wtf? ask your general counsel. or BOD. honestly, how did you get this job? I'm a second year assoc and clearly know more than you do.

Do you retain independent legal counsel? One general purpose lawyer? Concerned about personal liability, lots of legal document in my immediate future. Newbie exec. Please help.