Welcome – and Introducing the Jason Wiener|p.c. Blog

If the 18th century can be defined as the age of industrialization and competitive advantage of the nation state, the 19th century by the power of the corporation, and the 20th by corporate financialization, then, I believe, the 21st century will be defined by ownership. There is a movement afoot. We see the footprints and we hear the rallying cry.

Our firm is dedicated to democratizing access to the promise of ownership of businesses at all levels and in all of its complex dimensions. What are we really talking about?

I joined the movement in earnest when I left BigLaw in New York City and moved to Boulder, Colorado, to become the General Counsel and a Co-Owner of Namaste Solar. When I showed up in 2009, the company had been in business for more than four years and had grown to more than 40 owners from its three initial co-founders. Namaste Solar felt like the best illustration of an intentional community. Everyone literally and metaphorically showed up with passion, commitment, shared purpose and mutual respect. Co-Owners invested their hard-earned savings, sometimes asking friends and family for a loan to buy-in. Namaste Solar offered ownership and professional development opportunities to people with specialized professional training like me, as well as to people looking for a toe-hold in the “new energy economy.” I sat in monthly big picture meetings where the CEO had the same say as someone who spent their days climbing and descending ladders affixed to homeowners’ roofs.  

Everyone showed up. I don’t just mean they plopped down and listened half-heartedly to esoteric reports. I mean people SHOWED UP. Owners engaged and prodded the CFO for more detail into monthly profit and loss statements. Installers debated (respectfully, of course) the finer points of the business strategy and volatile policy landscape with senior leadership.

This is what economic democracy should look like. We all owned the company; its reputation, integrity, confidence in its service, its people, and its success. Co-ownership didn’t just give me the personal experience with which to launch Jason Wiener|p.c., it gave ordinary people a chance to be involved in and OWN something bigger than themselves. It gave a chance to find purpose in work. I believe this is what we all strive for as human beings.

Why do I, and a growing movement of people around the world, work hard to support employee ownership? I believe in a different and better world, where economic opportunity is more equitable and available. This belief is my motivation. What follows is my vision for the world I am working to create, and how I put that vision into practice at Jason Wiener | p.c.

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We design and architect thoughtful ownership structures for organizations that have a purpose to improve social or environmental well-being, opportunity, sustainability, and equity.  We believe that ownership design optimizes the organization to address the root cause – rather than mere symptoms – of social and environmental ills, by aligning incentives, promulgating shared values, increasing transparency, inviting access to those innovators closest to the need or the problem, and therefore also solutions.

Ownership…it’s a pretty fundamental notion, however, it’s underlying attributes are often under-scrutinized and under-appreciated.

Why:

Ownership matters. There’s a movement afoot. From craft beer to taxicab transportation. From solar energy to farmland. From housing to technology. From data to golf balls. Entrepreneurs, investors and ordinary people are rediscovering an age-old business model that is conducive to people-centricity. We are learning that by bringing business and enterprise to a more human scale we can reduce dependency on governmental largesse, improve community and civic engagement, enhance durability and sustainability, and manifest economic democracy and sovereignty.

Who:

Ownership benefits those who possess it. That’s a fairly obvious statement. Ownership confers exclusive rights. For too long, ownership has been the domain of those in positions of power, those of great wealth, those with privilege, and, occasionally, and sometimes incidentally, those with unique talent. I’m not intentionally trying to be political. The current economy is not working for most people. The concentration of wealth is at the highest point it’s been since the robber barons helped to precipitate the Great Depression. Income inequality, and the consequent concentration of wealth are also accelerating. At the same time, we are living through the greatest wealth transfer in human history. Until recently, only approximately 2% of Americans were legally permitted to invest directly in private companies.

We believe in and work hard every day to construct a more positive, equitable, resilient and inclusive economy. One in which the chief contributors of value are conferred the rights to ownership. One in which ordinary people can invest in and support local business. One in which those who patronize and care about a local business can be engaged in the critical issues and decisions that it faces.

We work with all types of legal entity types to advance this mission.  We have a particular passion for cooperatives, limited cooperative associations and public benefit corporations. We do the deep thinking to thoughtfully design ownership models where those who own the business differentiate it as much as the quality of its product or service.

We work with all types of business models to expand access to mission-aligned capital, allowing anyone who cares about the business to have an opportunity to support it financially. We also work with non-profit organizations to invest their endowment in ways that support their charitable mission, as well as non-profit organizations seeking to expand economic inclusivity.

We believe ownership will become as much a business’ product as the good or service it sells.

What:

Ownership is a bundle or rights. Ownership confers the right to control, exclude, transfer, to give access. To restrict, condition or rescind access. To bequeath. To monetize, securitize, collateralize, and to liquidate. Ownership can be exercised offensively or defensively. Ownership can catalyze or support social or environmental equity, or it can erode it.

Our mission is to democratize ownership. We believe workers, producers, farmers, entrepreneurs, creators, freelancers, crafts people, professionals ought to be in control of the means of production. We believe employee/worker owned firms are more resilient, profitable, sustainable, and durable. We believe community owned land leads to better stewardship, environmentally sustainable practices, more realistic and sustainable pricing, and healthier communities. We believe democratized capital leads to more sustainable business models, less volatility and risk, more engagement, better transparency and healthier social and financial returns.

Where:

Too often, ownership discussions happen episodically and intensively; among co-founders, with prospective investors, and when considering a liquidity event, such as a merger or acquisition. While better late than never, ownership is constant responsibility and privilege. It involves so many dimensions, all happening in a highly dynamic and unpredictable reality. We believe ownership ought to be elevated to the same attention as a company’s brand, its product design, and its business strategy.

Ownership ought to be intentional, considering at the outset the many possible trajectories the company can take. If little about a company’s logo, name, or product is left to chance, why then would ownership? That’s often what entrepreneurs do when going after venture capital or thinking about their exit.

We believe a well-architected ownership blueprint not only avoids the many problems inherent in the dominant forms of venture finance, it also clearly aligns the interests of every material stakeholder to the firm’s success. Workers’ contributions are valued with both a voice and an economic stake in the firm’s success. Early product adopters are remunerated and recognized for the risk involved in purchasing a nascent technology. Founders are sufficiently incented but have the opportunity to build high-talent, mission-aligned teams.

Involving the key stakeholders in the ownership design of the company  yields better companies, better products and better outcomes. Even better to bake stakeholder ownership into the firm’s DNA at inception. Lest it sounds like conventional ownership is ill-considered, shared stakeholder ownership is as much a destination as it a starting point. Plenty of businesses are looking to convert to employee and stakeholder ownership models.

When:

The conventional wisdom is to keep a start-up’s capitalization table simple, uncluttered and short. In other words, vacant for investor-ownership. Many firms utilize what are known as “incentive stock option” plans to incentive employee recruitment, retention and performance. An option generally involves a contractual right to exercise the option to purchase the firm’s stock or equity at a pre-defined price. These stock option plans have certain tax benefits under the Internal Revenue Code. What makes a stock option so appealing for the firm is that it does not need to account for the option as issued equity on its capitalization table until the option is exercised. Also, most conventionally structured cap tables cap the option pool at 10-15% of total common stock. Employees like options because they offer the promise of a windfall if the positive difference between the fair market value of the stock and the “strike price” is large. Many stock option plans, however, restrict the right to exercise an option to certain liquidity events or the company undergoing an initial public offering. Unfortunately, IPO (or initial public offering) activity is drying up at the moment. So, the practical likelihood that an employee can exercise a stock option for a windfall is dwindling.

We believe in a more authentic and transparent approach. When suitable, and in consideration of the many factors involved, actual and direct ownership can be a powerful and straight forward approach. Many options confer actual and direct ownership to a firm’s employees, producers, consumers or other stakeholders.  We are not daunted by the complexity. We have the experience to nestle meaningful ownership structures into many business models and entity types.

We believe there is no better time than now for a firm to consider stakeholder ownership.

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Join us on this journey. Check back regularly for updates.

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In cooperation,

Jason

Got Foreign Investors? What you need to know about Regulation S

Raising Money Abroad

Picture this – your start-up is ready to raise seed money; you think your business has international appeal and you want to open the round up to foreign investors. This might be the right strategy for your business, but have you thought about securities compliance? Will you also open the round to US investors? How will you attract the investors? Will the prospective investors purchase securities with transfer restrictions? These are all important questions to ask when you’re considering taking on foreign investors and you want your securities to be exempt from registration requirements.

Reg S

Regulation S of the Securities Act of 1933 (“Reg S”) provides an exemption from registration for “offers and sales of securities outside of the United States.” Companies issuing securities pursuant to Reg S must comply with certain restrictions on their offerings. Such restrictions are put in place to ensure that the exemption is not being used to improperly circumvent registration requirements and sell unregistered securities in the US. Reg S is comprised of five rules:

  • Rule 901: General statement of regulation
  • Rule 902: Definitions
  • Rule 903 and 904: Safe harbor rules
  • Rule 905: Resale limitations on equity securities issued pursuant to Reg S exemption

The focus of this post is the Category 3 safe harbor rule provided by Rule 903, which is available to US companies issuing securities to foreign purchasers. To qualify the following conditions must be satisfied:

  1. It must be an offshore transaction.”

Rule 902 defines “offshore transaction” as an “offer not made to a person in the United States…and at the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States.”

  1. There cannot be any “directed selling efforts” in the United States.

Rule 902 defines “directed selling efforts” as “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on…Reg S.” This restriction is primarily focused preventing any advertising or offering of the securities in the US when the securities are being offered pursuant to Reg S. This ensure that the unregistered securities are only offered and sold to foreign purchasers and that a US purchaser will not learn of the issuance through any kind of public advertisement or publication in the US.

  1. The securities will be subject to a distribution compliance period and future sales will be restricted.

Finally, securities issued pursuant to the Category 3 safe harbor of Rule 903 are required to observe multiple transfer restrictions. Such securities are subject to a distribution compliance period, the length of which is dependent on whether the offering is for debt (forty days) or equity (one year) securities. During the compliance period, the securities cannot be re-sold to a US purchaser (with limited exception, discussed below). Further, any sale made prior to the end of the distribution compliance period is required to comply with the following requirements:

  1. The purchaser must certify that it is not a US person or that it is a US person purchasing the securities pursuant to an exemption from registration under the Act;
  2. The purchaser of the securities agrees that it will only re-sell the securities pursuant to Reg S or another qualifying exemption under the Act;
  3. The purchase agrees not to engage in a hedging transaction;
  4. The security instruments bear restrictive legend clearly stating the above-mentioned restrictions on transfer; and
  5. One or more of the charter documents of the issuer, i.e., its Operating Agreement or Articles of Organization, must explicitly state the transfer limitations to which its securities are subject.[1]

Raising money is a complex process but taking the time to do it properly is critical. Failure to comply with securities regulations can lead to complex and costly enforcement actions with consequences ranging from fines to criminal charges. The good news is that these consequences can be avoided by creating a fundraising strategy that addresses securities regulations and complies with the applicable requirements.

[1] 17 C.F.R. 230.903(b)(3)(iii)(B)(1-4)

Jason Wiener | p.c. Named “Best For The World”

Jason Wiener | p.c. is proud to announce that we have been named “Best For The World” by B Lab for the second year in a row. This year’s award focuses on governance within the legal industry.

We have been a certified B Corp for three years and a Public Benefit Corporation for nearly four years. Jason Wiener, Principal at Jason Wiener | p.c., had this to say: “We are honored to join such impressive company with others recognized as best for the world.  This is a very meaningful distinction. We will continue to strive to advance the notion that business can be a force for good.”

We are intentional about working with and advising companies that are progressive in their approach to business. Whether it be a company committed to having a net positive environmental impact or a small business that wants to implement democratic ownership principles, we are helping our clients innovate their business structures and governance practices to achieve better outcomes for employees and communities.

As a firm, we re-visit our values and mission statement weekly to discuss how we are living out our values and where challenges arise. This results in an open dialogue among everyone at the firm about how we can better serve our clients and what impacts our actions are having on our community at large. Our most recent community initiative, the Legal Café, came out of this open dialogue. The Legal Café is a free event, inspired by the Sustainable Economies Law Center, where we invite community members to join us for a short presentation on a legal issue and an hour-long small group Q&A with our attorneys.

The practice of regularly discussing our firm values keeps our work fulfilling and reminds us of the positive impact we are making while also keeping us honest about where we can improve. It has been a wonderful tool for reflection and goal setting. Out of this and other practices we are creating a workplace that rewards everyone for their efforts, learns from the past, and creates effective decision-making structures.

Perhaps the most important part of being a social enterprise is continual evaluation of current practices with a critical eye to where we can improve. Through retreats, retrospectives, and weekly team huddles, we evaluate our impact internally and externally—constantly looking for ways to improve. As a result, our firm takes an iterative approach to client work; we are not hesitant to try new things. This approach keeps us engaged, flexes our creativity, and ensures that we are delivering innovative solutions for our clients and community.

As we grow, we are excited to also grow our community focused offerings. One long-term goal we have identified is to increase the amount of pro bono work we do individually and as a firm.  To do this, we plan to continue hosting our Legal Cafés, explore pro bono partnerships, offer one-on-one consultations to low-income entrepreneurs, and increase our use of technology in a thoughtful way that will allow us to serve a more diverse set of clients.

We are excited and honored to receive recognition for our work as a B Corp. To anyone new to this space, there are a variety of practices that have led us to where we are. Don’t be afraid to experiment and actively engage your employees, vendors, and customers in the discussion about ways to improve.  Give out much responsibility, trust people—then listen to and implement the feedback.  Together, you will have more impact than you could individually.

Limited Cooperative Associations and Early Stage Financing

Cooperatives are the original social enterprise business model and Colorado is emerging as the “Delaware of cooperative law,” thanks in no small part to limited cooperative associations (LCAs), authorized by C.R.S. Title 7, Article 58. The limited cooperative association is a relatively new entity type, adopted in Colorado in 2010.  It offers a balance of flexibility, self-determination, cooperative identity and fundamental protection for the cooperative principles and economic structure. As of 2017, LCAs can also elect the protections and privileges of the Colorado Public Benefit Corporation Act.

LCA’s, like traditional cooperative corporations, are for-profit member-owned business structures that also subscribe and adhere to seven widely recognized cooperative principles.

Benefits

The cooperative and LCA model leverage certain unique theoretical and empirically proven advantages (see references one, two, and three), including:

  • Stickier relationship between user-customer-members and platforms
  • Greater user trust, based on data protection, user-member centricity
  • Higher success rate (lower failure rate) over long-term
  • Higher customer retention rate when ownership is shared
  • More resilient business models through economic cycles
  • Lower workforce attrition rates and higher employee morale
  • More stable governance
  • Alignment of interest between members and investors
  • Tax efficient as primarily pass-through entity for tax purposes
  • Leadership focused more on producing long-term value to co-op’s various stakeholders
  • Distributed capital and equity base creates motivated network of user-members
  • Stabilize and increase positive economic impact in communities
  • More transparent and democratic decision-making processes de-risks strategic maneuvers
  • Longer-term horizon and non-liquidity based options available for equity redemption and planning purposes

Investments and ROI

Like traditional corporations, public benefit corporations, or LLC’s, LCA’s can generate returns for investors.  LCA’s operate with pluralistic purpose, for the benefit of members, to generate a profit, and to tend to the interests of other stakeholders, including investors.  LCA’s distribute profit to their members on the basis of “patronage”; the value of goods or services contributed to or purchased from the LCA, and to investors based on the relative amount invested.  Subject to certain limitations, LCA’s can generate returns for investors based on profitability, distributions on profitable asset sales, refinancing, or through a liquidity event.  LCA’s, as member-owned and democratically-governed entities, seek to grow and operate sustainably for the benefit of their members, and thus do not set out with the objective of demutualizing or undergoing a liquidity event. Consequently, the primary mechanism for generating a return on investment is through sustainable operations and profitability.

 

Financing Examples

Traditional and mature cooperatives have tended to finance operations and growth using a preferred share that earns a target, non-cumulative, non-guaranteed dividend over a minimum holding period of between five to ten years.

More recently, multi-stakeholder start-up LCA’s have been using revenue-based financing mechanisms to raise capital, offering investors a return of up to a multiple of 1-5x the original investment, or a fixed percentage of profit for a fixed duration of time.  Once the cap is reached, the shares are treated as automatically repurchased. These instruments are sometimes called demand dividends.  Even Silicon Valley and New York VC’s are catching on to revenue-based financing and alternative business models as a way of helping to build a more sustainable and healthy business.

Non-exhaustive list of examples of seed-stage investment terms based on recent offerings.

Equity equivalent investment type:“Capped Return, Self-Redeeming”“Profit Share, Self-Redeeming”“Hybrid Profit Share – Capped Return”“Target Dividend”
Original investment (e.g.)$500,000$500,000$500,000$500,000
Return3x cap, no pre-set profit allocationX% of profit for 5-years.Greater of Cap or X% of profits for 5-years, with true-up within 90-days of 5-year anniversaryTarget 5-8% annual dividend (non-cumulative)
LiquidityPriority distribution of Cap, less prior distributions before any distributions to membersX% of positive proceeds after debt.Greater or Lesser of Cap or X% of positive proceeds after debt.Priority distribution of original purchase price plus declared but undistributed dividends.
RedemptionAutomatically redeemed at CapAutomatically redeemed as of 5-year anniversary, subject to true-upPut option at 5-year anniversary. Call option by Cooperative at any time.
Transferability/

Resale

NoNoNoNo
“Bandwidth” for realized ROIDiscretionary cash flowX% of profitGreater of discretionary cash flow or X% of profitAfter-tax net income

 

PR: Tonya Price Promoted to Associate

FOR IMMEDIATE RELEASE 

                                                                                  

June 4, 2018 

CONTACT: 

Jason R. Wiener 

Jason Wiener|p.c., a public benefit corporation                                                                                                        Linda D. Phillips 

720.445.6860                                                                                                                                                                                         303.355.0401 

jason@jrwiener.com                                                                                                                                                                       linda@jrwiener.com 

www.jrwiener.com                                                                                                                                                                           www.jrwiener.com 

 

Tonya Price Promoted to Associate  

 

Jason Wiener|p.c., a public benefit corporation, is pleased to announce the promotion of Tonya Price from law clerk to Associate, effective immediately. 

 Ms. Price is a summa cum laude graduate of Michigan State University College of Law.  She recently passed the uniform bar exam and will be sworn in today by the Colorado Supreme Court.  She believes that “the only way to remedy the growing inequality in the U.S. is to make business work for the many by creating models that consider business’ impact on employees and communities, not just shareholders.” 

Her focus on a more just and equitable economic paradigm will add value to the firm’s clients, says Jason Wiener, Principal. “As a founder, it’s always difficult to share stewardship of a vision and purpose with others. With Tonya, it hasn’t been a challenge at all. Tonya gets it; she came in with strong purpose alignment and a strong foundation of skill, competence and capacity for growth and training.” Linda Phillips, Senior Of Counsel, echoes those sentiments:  “We’re so delighted to have Tonya become a formal member of the team, bringing her boundless energy and vision for social enterprise and cooperative businesses and ideals.” 

 In her emerging practice Ms. Price will work on public benefit corporation formation and conversions, cooperative design and formation, compliance with the General Data Protection Regulation, employment issues, and other areas of law that support mission-driven companies and social enterprise. Her full bio is here.   

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Colorado is leading the way in cooperative law

There are lots of reasons to love Colorado – the sunshine, the mountains, Colfax Avenue and all its splendid weirdness, just to name a few. While those things are all great, the coolest thing about Colorado is that it’s leading the way in innovative uses of the cooperative structure, in no small part thanks to our incredibly flexible cooperative statutes. Any business can be a cooperative in Colorado. This means that when we talk with a new client about entity formation, in addition to discussing the merits of traditional business structures, we also get to educate them about cooperatives and help them decide if it might be the right structure for them. While that in itself is pretty cool, Colorado is one of the few states that has adopted the Uniform Limited Cooperative Association Act (“ULCAA”). The ULCAA gives cooperatives the flexibility that is most commonly associated with LLCs, including having investors that exclusively make capital contributions. Having an investor member class can make the cooperative structure feasible for companies that would normally have to forgo it because they need to raise outside capital on more flexible terms. As lawyers, this means we get to collaborate with our clients and come up with creative solutions for structuring the investor class, creating profitable exits when there is no public offering or sale on the horizon, and attracting investors – all while keeping the cooperative mission at the forefront. Basically, it equates to a lot of intellectual gymnastics and brainstorming sessions, which is when being a lawyer is the most fun and where we offer the most value to our clients. If I’ve piqued your interest, my colleagues, Linda and Jason, have written a wonderful blog that breaks down in more detail why Colorado is leading the way in cooperative law. A big thank you to Fifty by Fifty for publishing the blog and producing great content to advance employee ownership.

GDPR is Almost Here – Are you Prepared?

On May 25, 2018, the European Union’s new data protection legislation, the General Data Protection Regulation (GDPR), will take effect. This law heralds a new era of rigorous data privacy and security and makes data privacy a fundamental right for EU citizens. Of course, all EU companies and many multinational companies doing business in the EU have to be fully compliant with this legislation on Friday. What is important to note is that some U.S.-based businesses, even those without employees or offices within the EU, may also be required to comply with the GDPR.

Does my U.S.-based business need to comply with this law?

If your business processes and/or holds personal data of individuals residing in the EU (including employees) or you are marketing/selling products to consumers in the EU, then your business must comply with GDPR. In a broad sense, the GDPR requires businesses to understand what data they are collecting, be able to articulate why they are collecting it and which of the six categories of lawful processing its purpose falls into, what the business’s strategy is in the event of a data breach, what the timeline for retention of personal data is, and how such data is destroyed when the purpose for collecting and retaining the data no longer exists. There is a record keeping exception that companies with less than 250 employees may qualify for.

But what is ‘personal data’ and what do you mean by ‘processing’?

Personal data’ is any information related to a person that could be used to identify such a person. This includes the person’s name, identification number, location data or online identifier, email addresses, bank information, social media posts, or other factors specific to the physical, genetic, physiological, economic, mental, cultural, or social identity of that person. The EU is taking a very broad approach to defining ‘personal data’ so it is best to consider almost any information you collect about an EU citizen to be personal data.

Processing‘ means any operation performed on personal data, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment, combination, restriction, erasure or destruction.

Most, if not all of us, have a website and if a German resident stumbles upon our website, the GDPR will likely not apply just because that person found the website. However, if you are actively encouraging EU residents to visit your website, ship your products to the EU, market or translate your webpage in a language of an EU country, or if you engage with EU residents and process their personal data in any other way (for example track and collect information on webpage users from the EU to analyze online behavior), the GDPR may be applicable to your business.

The GDPR requires all businesses to protect the personal data of EU citizens, and specifically prescribes how this should be done.

How do I ensure compliance before May 25?

There is a “quick fix” that you can implement before Friday: add a cookie banner to your website that allows your business to ask permission before processing an EU resident’s data and also allows you to stop collecting data from any IP address from an EU country if they do not consent.

For the permission or consent to be valid in terms of GDPR, be sure not to use legal jargon or to bury the consent in fine print. Consent needs to be specific, in plain language, explain what you will be using the personal data for, and positive (i.e. the person must opt in to allow you to process the data).

Is there more to it?

Yes, the GDPR’s requirements are far-reaching and ensuring full compliance may take a bit more time.

One of the biggest and most important tasks is to map your data, i.e. figure out what personal data you store and collect in your databases (online, on computers, tablets and phones, and on paper), how that data is being used, and how long the data is being stored.

Once you have an idea of your data collection and retention practices, you need to determine what data relates to EU residents.

All EU residents need to consent (i.e. opt in) to your processing of their data, so the business will have to reach out to these residents to obtain consent or, alternatively, destroy the data.

Another key step is to update your data privacy policy and ensure that your business puts the necessary controls in place to adequately process personal data going forward. This policy should be in writing and become part of your existing and future service contracts with third parties.

What if my business doesn’t comply?

The penalties for non-compliance are quite steep: 4% of your company’s worldwide annual turnover of the preceding financial year or € 20 million, whichever is greater, for serious infringements of the GDPR; 2% or € 20 million, whichever is greater, for less serious infringements.

 

Contact us to schedule a consultation.

Tonya Price (tonya@jrwiener.com)

Francisca Pretorius (francisca@jrwiener.com

Creating the Workplace We Want

Management and operation of a law firm has taken many forms over the years and we are exploring new, innovative ways to run our firm. We are experimenting with the use of democratic principles, Teal, and self-management to develop a style that works for us and our clients. Earlier this week, Jason sent an article around to the team that highlighted The Wellington Community Law Centre (WCLC), a New Zealand law firm that went from a traditional hierarchical management system to fully self-managed in six months. Our firm has been discussing and implementing self-management techniques and it was inspiring and encouraging to read about WCLC’s journey. While reading the article I was tripped up by the reference to “advice process.” I had never heard the term before and we haven’t formally chosen a decision-making process to adhere to, so I did a little research. In a nutshell, advice process is an alternative to top-down and consensus decision making. Instead of executives or leaders making decisions, the employee who notices the problem or opportunity is empowered to act on that knowledge and becomes the decision-maker. The decision maker must seek input and advice from the relevant team members, leaders, and stake holders, but is ultimately responsible for creating a proposal and deciding what action to take. The process resonates with me because even as the least experienced member of our firm, I feel empowered to make decisions and suggestion for improving processes or creating new ones. I’m comfortable approaching the more senior attorneys to discuss my ideas and get their feedback and I’m able to pursue projects that interest me and be an active participant in my career development.

My favorite quote from Geoffrey Roberts, the general manager of WCLC, was, “When you treat people with high levels of trust, then they will live up to that. They will give you much more than you can imagine. Anecdotally, I argue that high levels of trust result in high levels of engagement and flexibility.” Perhaps more than anything else discussed, I feel that building trust is critical. For me, feeling trusted makes me feel like I can make mistakes and that I will get productive feedback that will help me grow as a lawyer. Having trust also means that I’m not afraid to come forward when I have made a mistake or to be held accountable for a decision I made. One way our firm fosters a trusting environment is through quarterly retrospectives. Retrospectives give us the chance to reflect on what is and isn’t working – they also help remove the negative connotations from accountability. Instead of accountability being scary, it simply becomes an opportunity to celebrate a win or learn from a decision that didn’t work out.

As a member of a law firm that is treading an unconventional path, I love seeing what WCLC has been able to accomplish. It gives me hope for the future of the profession and it’s nice to know our firm is in good company.