Becoming a Tech GC: Navigating the Legal Challenges Facing New Tech Companies

Welcome to Legal Tech Matters, a Litera podcast dedicated to creating conversations about trends, technology and innovation for modern law firms and companies big and small.

Welcome to Reinventing Legal. I’m Ari Kaplan, and I have the privilege today of speaking with Jennifer Miller, the general counsel and chief legal officer at Starship Technologies, a company building a network of autonomous delivery robots. Hi Jennifer, how are you?

I’m really good. Thank you so much for having me with you today.

I am so excited to have this conversation. Tell us about your background and your role at Starship Technologies.

I joined Starship as their first inaugural general counsel and chief legal officer, and many of you may have seen our autonomous robots on college campuses across the US and in cities in the US and in Europe. And as general counsel there at Starship, I look after legal matters for the company. And I’m actually starting to build a team to help us scale and grow internationally. One of the most fun parts of my job is to build and grow a team there internally.

But you asked about my background, and that’s actually a fairly long story. But in short, I had a career in politics before I started in law and I went to Georgetown Law School in Washington, DC, and I started my legal career in Washington, DC at Morgan Lewis, which is one of the big law firms in DC. After graduating from Georgetown and I stayed there for about five and a half years, after which I switched to a small media and telecom boutique, also in DC, where I could evolve my practice and focus more on internet law and privacy and content licensing and copyright, as well as trademark work.

And then I stayed there for about two and a half years, at which point my family decided to move to California from Washington DC. So at that point, we knew that we probably couldn’t make the move with our family. We had two sons at that point, and one of us would have to get a job here in California. So I actually networked my way fairly quickly to a job at Cisco and have been in-house ever since. I started at Cisco and other large companies and have slowly but surely over the 15 years that I’ve been here in the Bay Area moved and progressed to even smaller and smaller and earlier and earlier companies. Ever since.

What is the mission of Starship Technologies?

It’s such a cool company, I’m just so excited to be there. They were founded in 2014 by the founders of Skype, and they have created the delivery robot category, frankly, and our robots are on a mission to provide autonomous on demand delivery and really solve the last mile delivery problem. We actually provide commercial service. We actually just passed our 3 million miles driven mark and we’ve made over 2 million commercial deliveries, but we’re on a mission to do all of this in an environmentally friendly way. Efficient and autonomous driving. The mission is to solve that last mile delivery problem and do it in the most effective and efficient and environmentally friendly way possible.

What types of items are college students having delivered?

Lots of food, lots of coffee, you name it. They’re hungry and they don’t want to come to the store, and often if there’s a big line, they can just order online on the app and the robot will just deliver their lunch or their dinner or their late night coffee to them directly.

What types of unique legal issues arise at a robot manufacturing company?

Well, let me start by saying robot manufacturing is only a small piece of what we do at Starship because we’re, of course, providing the entire service from start to finish. There are so many unique legal issues, but there’s a lot that’s actually pretty similar to what happens at other companies. Because of course, as a company, you have to employ people, you have to go to market and bring in revenue.

You have to manage all of your regulatory compliance issues and then, of course, create and protect innovation, which is actually what really drew me to Starship. Was that innovation. And I think that’s actually the really unique legal angles of how do you build autonomous driving robots and do it in a cost effective and efficient way, manufacture them like we do by our team in Estonia, and then bring that whole service to market where there’s not a preexisting service to model it on. We’re breaking new ground and all of that, I think, is just so exciting to be on the forefront and the frontiers of innovation and legal development.

You have often been involved with companies breaking new ground and now with Starship and before with Loon. How do you find outside counsel who can support novel legal or regulatory challenges?

It’s actually a combination of things. For me, it starts always with personal relationships. I had the fortune of working at Morgan Lewis and they’ve continued to be a very good partner to me throughout every role I’ve had. And then I also have a large network of trusted colleagues and friends and acquaintances that I used to find really great referrals. And really, at the end of the day, what matters to me most is I look for really good, true business partners to me who are going to get to know my business and help me think proactively to solve all these unique challenges and problems and help me look around corners and think about all the things that help identify to me those things that I have to think about so that we can make sure that we’re clearing obstacles for the business going forward. It’s a combination of the firms that I know that I’ve worked with in the past, as well as when I need specific guidance finding really great referrals from people that I trust.

Is there a mindset shift required from working in-house at a more traditional technology company to one that is really on the vanguard of a particular sector?

Oh, I think there absolutely is. It really comes down to risk and risk management, and that’s the difference when you’re in-house versus being a law firm. Your risk level and your risk tolerance and having to solve business problems versus legal problems and thinking about the entire lifecycle of those business problems, which is part of why I love being in-house. But you’re absolutely right. You have to be, well, certainly a more generalist when you’re in-house at a smaller company that’s doing these unique things. And especially when you’re like me, the first attorney there, in-house, that’s thinking about all these things proactively. You have to think with your business hat just as much as you do your legal hat to help scale the business and conquer risk in a way that allows the business to grow. It doesn’t put undue risk on the business.

How do you then align legal with the business units?

Through loads and loads of relationships and trust and lots of questions and conversations. I often come into meetings and try to really suss out what what is the risk tolerance of the business? Because every business and every management team is different. Every company is different because of its history and its potential future. What sort of business it’s in and whether it’s new and more innovative or more sustained and already scaled, that’s all going to change how you think about the business.

From a lawyer perspective, it comes down to just building really great relationships, asking loads of questions, finding out what the pain points could be, what people are concerned about and then helping to figure out what’s the right balance. Because one of the things that I’ve learned over my career is that if you take no risk, you’re going to have no business, there’s no fun in that. So like if you have a car and you leave it parked in your driveway all the time.

You’ll never go see anything cool. So you got to get out of your driveway, you got to learn how to drive and you have to take some risks to do it. And that’s OK. And that’s part of that balancing act that we have to do every day as lawyers.

It reminds me of a wonderful, wonderful partner I used to work with used to tell me. And she always said, If you don’t take the lead, the view never changes. Any time she wanted to encourage me to argue emotion and take a deposition travel to a client. She’d always remind me when I was nervous that you need to take the lead sometimes so that you can get a different perspective. How did you make the leap from a law firm associate working on trademark and copyright matters to running a legal department for a company that, among other things, makes autonomous vehicles?

Truth be told, if you told me when I was in law school or even when I was that young associate at Morgan Lewis, that this would be what I was eventually doing, I don’t know that I would have believed you because both in law school and then for many years after I actually had no real concept of what an in-house attorney did, that it might be an interesting career path or that I might actually want to be one myself one day.

I was earlier this morning speaking with someone from the Georgetown University Law Center. Still very active. I said, I’m the Law Alumni Board and the Regional Council, and I interview potential law students regularly that have applied for admission. And we were talking about exactly this. But when I was in law school so many years ago, it’s changed dramatically now.

They funnel you to big law. They funnel you to a path towards partnership. Maybe a couple of my friends went the government route or the nonprofit route, but I never really understood that there was this career path. There was no television shows that show you what it’s like to be an in-house attorney the way there are to be a litigator.

And I really think that if you don’t have a role model that you can see and learn from, it’s really almost impossible to imagine what is possible. And so now that’s why I love to be involved with students at the Law Center and others, whether it be at Georgetown or anywhere else, because I feel like by telling my story and sharing my path, I can highlight to folks that there’s so much more out there than perhaps what you even to realize.

You have me thinking about a new television show. A lot of or are there particular skills that you would recommend that lawyers develop to help them prepare for increasingly dynamic career opportunities?

There’s a number of them setting your legal skills aside of drafting and all those sorts of things communicating well, which I think is absolutely a given. Curiosity, I think, is the top thing I recommend and the comfort in being uncomfortable. I often will tell people when they come to me and say, I’ve been offered this opportunity or this project. I’ve never done it before. I don’t think I should say yes. I say to them, Listen, it’s only the first time that you do something once and you have to push through that discomfort to learn and to grow and to continue to evolve your skillset. So I would say curiosity, trying new things. Of course, excellent communication skills, both writing but also verbally, especially as you become more of a leader in your organization, you do less writing and more speaking, and I think that has to evolve as part of that as well.

And then confidence to say I don’t know the answer and the ability to then go find the answer and circle back when you’re always trying new things or you’re pushing the barriers of the law or pushing the barriers of business model, for instance, you often have to say, Gosh, I’ve never seen this before. This is the first time I’m dealing with an issue like this, but I’m going to go think about it or talk to someone that’s doing something similar. And really, at the end of the day, there’s often a time that you’ve dealt with something that’s slightly analogous in the past that you’ve seen before, that you can apply the lessons learned and perhaps in a completely different way that will help you learn more and grow and be able to solve those problems.

As you’re thinking about dynamic career opportunities, you’re solving problems, you’re solving for risk, you’re helping businesses grow in areas that are new and different, and you really have to constantly be thinking about things in different ways and all of the experiences that you’ve had as an attorney. They might be slightly different, but they’re helpful. So for instance, if you’re a licensing attorney in a company doing inbound licensing deals, bringing in products and services that are helping you build the product on the other side of the table is a sales and revenue attorney.

Maybe you’ve never done that from the other seat, but you have all the insight that would let you do that from the other side in the future. So there’s lots of analogous learnings that you can take, and I think that’s part of the skill set of figuring out what you can learn from each opportunity and each experience you’ve had, so you can carry it forward in the future and apply it later in a different way.

What is Tech GC and how did you become a charter member?

Tech GC, is a fabulous membership organization of general counsels that offer all sorts of opportunities to learn and grow and it’s a fabulous community with a variety of different forums for general counsels of smaller and venture backed companies to join together. And I first learned about it as they were launching some years ago here in the Bay Area, and it’s become honestly my go to place for meeting people with like-minded backgrounds and that are trying to solve similar problems.

Because you’re the only attorney at a company or you’re the first attorney at a company or it’s a small company, you don’t have a lot of people necessarily to turn to in your company. So you obviously have to find other people that are doing similar things that will help you benchmark share referrals, share recommendations, share lots of ideas about how to get things done because we’re always trying to be scrappy and save money and figure out how to do things in an agile way of asking others and getting to know others that are doing similar things is, I think, the best way to do that.

How has the role of the general counsel changed over the past few years, particularly as a result of the pandemic?

Everything I read tells me that the role of the general counsel is changing to become more strategic, and I think that depending on the company you join, that may or may not be the case. I think for sure you can join a company where perhaps that isn’t the case, but I’ve always had the good fortune of being at companies where they are looking for a strategic partner that can look at the business with a legal lens that can be a business executive with that legal background and can help solve and identify problems that could lead to liability. That could lead to compliance issues that could lead to regulatory issues or legal issues and really help grow the revenue, but also protect it.

That’s one of our special skills as lawyers, is that we have the ability to do that, often in a way that others don’t. I find that the role of general counsel, at least that I’m playing is becoming all the more strategic and hopefully integral to the business. It feels like to me, and I hope my partners in the business feel that way, for sure. And then I think as a result of the pandemic, it’s just changed work for all of us, including in the legal field.

We’re all working remotely and it’s allowing things to happen and people to solve problems in a way that you don’t have to get on a plane to do it. In many ways, that’s a good thing.

How do you approach managing remote team members?

I think it’s the same as managing any team members. When I’ve had the opportunity to build teams, I enjoy so much the people aspect of it, most of all, and when I look for people to join my team, I look for people that are curious and engaged and good communicators, but also who are really authentic as people and who are clear with their desire to learn and grow. I feel like I want to pay it back in the sense that I’ve always had tremendously positive experiences with mentors and attorneys that have helped me to get to where I am today.

It comes down to treating your teammates like adults, quite frankly, and with remote work, I get that there’s distractions at home and that dogs and children and projects and partners and friends all have other needs and things are bleeding together a little bit more work and home.

And so I think it’s about being flexible and it’s being authentic and being very open about how we work today and what makes the most sense and recognizing that people are where they are and especially when you’re working from home, there’s inevitably going to be interruptions, and that’s OK.

So we just have to stay aligned and we have to stay really open with what’s happening. I think personally with each other so that we can meet all of the expectations that are placed upon us.

Given the nature of the company’s work, how do you leverage technology in the legal department?

Every company is different. When I was at Loon, we were, of course affiliated with Alphabet and Google. We had started as a moonshot company as part of the X Group over at Google, and then we spun out to be an Alphabet affiliate. And when you start a company in that framework, technology is just part and parcel of what you have at your disposal every day, and that’s remarkable to be in a position like that that has so many built in tools already, wizards and contract databases and approval tools and all these different things.

And now that I’m at Starship, we do have tools. Of course, we use Google Meet or Zoom or all these other tools that allow us to share in Slack, of course, is ubiquitous across so many companies like ours, and you do the best you can and we start building from there.

Different tools that allow you to automate, I think, are the most important thing because that allows you to move more quickly and spend less time doing routine tasks

As the lead lawyer for a technology company. How deeply do you need to understand the mechanics of the products that the company sells?

Very, very deeply. Because if you don’t, you overlook items that could cause trouble later in so many ways and. That’s why I think I’ve enjoyed really being a generalist and seeing every corner of the business because I’m a firm believer that when you’re doing your deals that are bringing in revenue, your customers are making demands on the business and on

your products and on your services that if you don’t understand how those products and services are designed manufactured, you’re inevitably going to miss things. And then the expectations flowing from one end of the business to the other are not going to line up and then the company can get into trouble.

So it’s really important that everyone doing these different aspects of the legal work coordinate together to understand what the expectations are coming from our partners, coming from our customers and aligning that to what’s happening in the business so that we can make sure we’re agreeing to the appropriate items in our contracts.

What advice can you share with law firm leaders about exceeding the expectations of their clients?

The best advice I can give and the reason I go back to many, many firms over and over and over is fundamentally the same. Build a relationship with me. Share information with me. Invite me to your CLEs. That’s one piece of it, of course. But at the end of the day, what’s most important? It’s that you answer my emails promptly and you tell me when you’re going to get something to me and you help me build a budget that’s reasonable to solve the task at hand. Because those are the things at the end of the day that allow me to meet the needs of my business. I’m operating as general counsel within a budget. And so I need to know how much something should cost.

And then I need to know if we’re coming to that moment where I need to go back to ask for additional budget, because otherwise I look foolish if a huge bill lands on the desk of my finance team four months later, that wasn’t anticipated because then I’ve blown my budget and I have to go back and explain what happened. And that’s no good, and that disrupts my entire legal budget for the rest of the year. So I’d say setting budgets, but really, at the end of the day, it’s for me. And this is also the same, I would say, of how you work with your clients. Effectively, you have to let them know timing and expectation of when you’re going to get a response.

And the worst thing for me is to send a question over to my outside counsel and have two or three days go by before I even get an acknowledgment of an email. Because then I don’t know, did they even get the email? Can they help me? Is this something I need to go ask someone else to do at a different firm or find a different person to help me within the firm? So those are the sorts of things that make me consider leaving a relationship. So I would say on the flip side, you just have to overcommunicate.

This program is called reinventing legal. How is your work impacting that objective?

To be the best attorneys, we constantly have to be reinventing ourselves at companies. It’s so common to me whenever I’ve interviewed with people for myself or when I’m interviewing with others to bring them onto my team. We talk about times that legal has disappointed the business. And the last thing I want is for the perception of any legal team that I’m involved with to be considered the Department of No. I want to be the Department of Business Enablement, and I think that is reinventing the reputation of legal in many ways because so many times someone has said to me, Gosh, you and your team, Jennifer, are so practical and so business focused, and you really help us solve problems in a way that no other legal team we’ve worked with has ever done. And they’re so appreciative of that. So I constantly try to reinvent what we’re doing on the team, how we work with our, our internal clients.

But at the same time, how I work with outside counsel and I’m a big believer in working with fabulous attorneys. In many instances who are women, who are minorities, giving lots of opportunity for growth and growing that table of folks that are going to be partners at the law firms. And I think that’s what’s so exciting about that reinvention. We’re offering so much more opportunity to people.

This is Ari Kaplan. And for this episode of Reinventing Legal, I have had the privilege of speaking with Jennifer Miller, the general counsel and chief legal officer at Starship Technologies, a company building a network of autonomous delivery robots . Jennifer, thanks very much.

Thank you.

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