openstack team mailing list archive

[Brad Knowles <bknowles@xxxxxxxxxxxxxx>]

On May 12, 2013, at 9:52 AM, Monty Taylor <mordred@xxxxxxxxxxxx> wrote:

> I would really like to keep the marketing/business folks out of our
> source code.
> 
> Most importantl, I would really like to keep the lawyers out of our
> source code.

My wife is a lawyer, so maybe I'm particularly sensitive to this issue.  However, I don't believe that the lawyers themselves are the problem.  I think the problem is that maybe you haven't gotten the *RIGHT* lawyers involved.

The RIGHT lawyers can help you spot potential problems while they're still just mole hills in the distance, and can help you avoid having them get turned into mountains.  But they can't just give you a set of rules and have you follow them blindly -- the reason they are the RIGHT lawyers is because of all their experiences and the lessons they've learned, and the places where they've seen clients trip up in the past, and therefore they know what to look for.  They can't necessarily tell you what to look for, they'll just know it when they see it.  Sure, they have rules that will cover the easy 80%, but it's the hard 20% that you have to really worry about.

The RIGHT lawyers will know when they look at a contract what kinds of things don't need to be written down, because they're covered by laws on the books, or by existing case law.  And when they look at contracts in a foreign country, they'll have some idea of what kinds of questions to ask -- and the different kind of legal systems around the world, how they differ, etc....

This is the kind of thing that got BazaarVoice in trouble -- they went out of their way to structure the buyout of their major competitor in such a way that it didn't need to be approved in advance by the regulators.  But then they got hit with a lawsuit by the federal government, and they ended up having to divest themselves of most of the assets they had bought.  Had they structured the deal differently, they could have at least known in advance whether or not the regulators would have approved it, and if approved would never had to divest themselves of their acquisition.


The RIGHT lawyers can help you see and avoid these problems before you ever get there, but even they can't necessarily help you if you take the attitude that all lawyers are bad and therefore you have to keep them out of your business until there is simply no other choice.

Ask yourself this -- do you want the first time you turn to a lawyer to be when you're in the dock for a crime you committed even if you didn't know it was a crime, or do you want to have advice in advance that can help you avoid committing the crime in the first place?


You're in the business of doing certain technical things.  You can't keep the business people completely out of the technical stuff, and you can't keep the technical people completely out of the business stuff.  These things are not totally unrelated or orthogonal.  Likewise with the lawyers.

You need all three of those groups equally involved in helping to make your business platform stable so that you can have long-term success.  There is no path to success if you don't have everyone on your team helping to propel the business along the desired path, and there definitely is no path to success if you are actively avoiding getting certain people (or types of people) involved until you absolutely have no other possible choice.

Everyone should be fully and completely engaged in moving forward the success of your group, at all stages.

--
Brad Knowles <bknowles@xxxxxxxxxxxxxx>
Senior Consultant