Sept. 20, 2022

Hacking The Law with Brent Britton


Brent Britton is a Founding Partner of Core X Legal. Since the early 1990’s Brent C.J. Britton has been assisting entrepreneurs and technology companies of all sizes in corporate and intellectual property transactions. A dot-com era Silicon Valley veteran, Britton’s legal career has included tours of duty in several major firms in San Francisco, New York City, and Tampa. Brent has been a prominent voice for the cultivation of Tampa’s entrepreneurial ecosystem while maintaining strong roots in the San Francisco Bay Area’s emerging companies community. Brent's clients range from startups to international conglomerates in the fields of digital media and software development, video games, AI, virtual reality, data analytics, education, mechanical devices, entertainment, telecommunications, healthcare, cybersecurity, blockchain, and cryptocurrency. Britton’s legal work covers a full range of services of value to technology companies, such as corporate formation, venture funding, technology licensing and transactions, intellectual property strategy, privacy, data security, digital token sales, and a broad spectrum of regulatory advice. A former computer scientist and software engineer, Brent is the only lawyer who holds a graduate degree from the MIT Media Laboratory. Alongside his Master of Science from MIT, Britton also holds a Bachelor of Arts in computer science from the University of Maine and a Juris Doctor from the Boston University School of law. He's the co-founder of several startups, and he writes and speaks frequently on entrepreneurship, creativity, ethics, and the philosophy of happiness and success. Brent’s book, “Ownability,” an introduction to intellectual property law, is available on Amazon.com.
https://www.amazon.com/Ownability-How-Intellectual-Property-Works/dp/0615825958

https://corexlegal.com

Transcript


00:02

Josh Wilson
Good day, fellow deal makers. Welcome to the deal. Scout. On today's show, we're going to have a conversation with a lawyer, VC, really cool guy. I want you to meet my friend Brent. Brent. Welcome to show. 


00:13

Brent
Hey, Josh. Good to see you. 


00:14

Josh Wilson
Absolutely. All right. You don't look like a typical attorney just starting off. For people who might be listening and just on the podcast and maybe not watching this on YouTube later on, you got full arm tattoos. 


00:33

Brent
I do, right. 


00:34

Josh Wilson
Super cool. And you look like a guitarist. Rock star. 


00:39

Brent
Right. 


00:40

Josh Wilson
You look like you could be in a rock band, but you're also an attorney and a venture capitalist. Who are you? Brent? You're a fantastic person. Who are you? 


00:50

Brent
Wow. Thanks, man. That means that's a very kind thing for you to say. I don't know, bro. I wasn't the weird kid. My high school wasn't big enough to have too many clicks. I graduated high school with live 70 people right in my graduating class up in the Howling Domain. There weren't enough people for there to be, like, geeks and jocks and all this. We all had to play multiple roles. One of my roles was to be the kid who dressed a little weird live. I didn't have piercings or tattoos back in high school, but I was the guy who would like, I don't know, you're talking back in the early 80s here live. I'd wear a tie with blue jeans, which at the time was like, woohoo. That's crazy, dude, why are you wearing freak awesome, man? And it's a legit question. Why would you wear a tie to high school? 


01:43

Brent
Anyway, I guess when I started practicing law, after doing a tour of duty as a computer scientist, I very much didn't want to be standard issue. I didn't want to be your father's old mobile. And my clients were like me. My clients had green hair and tattoos and piercings. We're talking San Francisco here in the 1990s in the first dot.com bubble. If you walked into the room with some of our clients back then in a suit and tie, you'd get laughed out. Obviously. It was a time of, as we call it now, irrational exuberance. There was a lot of crazy stuff going on in CRE marketing. One thing that did happen back in the nineties is this break away from the need to be a traditionalist again. There was a lot of people selling a lot of snake oil, a lot of people who shouldn't have got investment cloucapital because they weren't really producing anything valuable. 


02:39

Brent
That's not the stuff I'm talking about. I'm just talking about the stuff that I think we take for granted today, which is one of the things we do at my law firm, Forex Legal. We don't have a dress code. We don't care what you wear to the office. We're not interested in your look, your style, your fashion. We're interested in your brain and how excellent your work product is and how fresh your mind is. The way you look and dress is just absolutely irrelevant to your value as a lawyer and indeed, as a human being. I've tried to live my life that way, and I have to admit that I've got a lot of business as a lawyer by not looking like one. 


03:15

Josh Wilson
Yeah, not super cool. When you came to Ocala. 


03:22

Brent
It was. 


03:22

Josh Wilson
Cool to hang out with you and your team. One of the things that you pride yourself at Corex Legal is you really care about your clients like we're one of your clients and you really care about your barthattorneys. Right. Why the heck is that so important to you? 


03:43

Brent
Well, I mean, first of all, any employer is not taking care of their employees is doing it wrong, if you ask me. I don't care how easy it is to exploit the workers. It's just not an ethical thing to do. At Corex Legal, it's multiplied because this profession, practicing law, is nontrivial. It is an exceedingly difficult job, and when done poorly, it can get you in serious trouble. You can lose your license to practice law. If you don't practice law properly and there's some stress, it really can't be good enough. It's got to be perfect pretty much every time. If you send a client a contract that's only got a few errors, then one of those errors might end up getting your client sued or something like that. It's pretty much got to be perfect every time. My point is it's a high stress job, which requires relatively formidable intellectual capacity and fortitude to be able to sit there for hours some days and get the work product done. 


04:46

Brent
The work experience needs to be pleasant and humane and lovely. These people CRE marketing for me and my partner, Greg Cart, and we're honored to have their presence. So we want to treat them well. We give them four weeks of vacation every year, secretaries all the way up to partners, two of which are mandatory. Right? We insist that you got to take at least two weeks of location. We have good benefits. We try really hard to go overboard. We care about families and kids, so we pay for all that stuff in the insurance space and everything. We really approach our people, both lawyers and staff, not with a let's have annual review and tell you what you did wrong and what you need to improve, but more of a do you like this? Are you having fun? Is this enjoyable to you? Is this fulfilling to you? 


05:38

Brent
Do you want to do something else? Do you want to take a class? Do you want to learn to be a different kind of lawyer or a different kind of administrator? Do you need a sabbatical? What would make you we want people to get up in the morning, really jazz to come to work to the point where it's not so much a job but it's just a great experience for them. I can't think of a worse and I've been there, right? I suppose we all have in that situation where you wake up first thing in the morning and you're just filled with dread because you got to go do a job that you hate. I never want to be an employer or somebody who feels that way. Obviously there's only so much we can do. If you come to me and you say you want to sculpt with found metal, well, good luck to you. 


06:17

Brent
We'll do your copyright work for you. Obviously that kind of thing has its limits. Yeah, Jesus, I mean the life is hard enough without having to deal with an employer of all things. That's insane and irrational and no fun to deal with. So we try to be just decent. Yeah. 


06:36

Josh Wilson
Now what about the we're talking with deal makers here, investors and business owners and what about the bottom line? All that sounds good, but how do you because you have a new firm, right? This is relatively new as you guys are building this and culture is super important to you and people you have a very interesting business model that I don't think a lot of law firms are Dtkcoaching, right? 


07:02

Brent
That's correct. 


07:03

Josh Wilson
Explain that to us. 


07:04

Brent
Yes. Most law firms bill by the hour, right? Sometimes they get an advanced retainer and then they do the work and they build by the hour. Sometimes if they're good at what they do, they will generally advise the client as to a range of what to expect. This is going to be a $10,000 project and a $20,000 project, what have you. We've taken that one step further and we've more or less eliminated the billable hour as the metric by which we value our work or get paid except in certain circumstances, namely dispute solutions and litigation where it's just really tough to do that on a fixed fee or a project by project basis. Our litigators still bill by the hour, but the rest of us transactional folks, whether we're doing trademarks or licensing or corporate formation or venture capital transaction, we generally build that in advance on a fixed fee basis. 


07:51

Brent
We take our fee and that's the fee you're done. Unless there's dramatic unforeseen circumstances that show up in the deal requiring, as I say, unforeseen, excessive dedication of resources or time or attention. That's all you pay. You pay that fee and you're done. We've set those fees intelligently based on I have 28 years experience practicing law and I pretty much know if you send me if you want me to file a trademark application, it's going to be about $1,500 plus the fee. And that's a fair fee to me. It's a fair fee to you. Sometimes we'll miss it, sometimes we'll get lucky and we'll only go back and forth. On average we've set our fees to be relatively fair. The bottom line is real, of course. One of the things we're doing at Bcjb corexlegal and as you mentioned, we started the firm this year, actually on April Fool's Day of this year. 


08:45

Brent
I paused to note that when you start a company on April Fool's Day, if for any reason it doesn't work out, you can always say it was in April Fool. But no, of course not. We actually brushed start the firm on April 1 just so we could say we started on April Fools Day. One of the things we're trying to do, and this is still a work in progress, is we're really trying to establish greg Cards, my business partner and I, and Jeff, our CEO, who you met a couple of times, we're really trying to establish a core set of core values that we as humans and we as a firm care about. Ian Hill Herald and will abide by things like honesty, things live, ethics, things like being humane, things like working in harmony. The hope is that all of our processes and procedures, whether it's how we treat our employees, how we treat our clients, our billing practices, all fall logically out of that set of core values. 


09:46

Brent
Whenever we find ourselves in a situation where we're making up a decision of any particular moment, right, where we say, this should work this way, we have to check ourselves and say, wait a minute, how does that fall out of our core values? Right? Does it do this? Does it do the things we care about? If it does, then maybe it's an acceptable procedure and we should normalize it somewhere. We're really trying to be consistent there so that we're not flailing willynilly. Obviously one of our core values has to be profitability. We can't work for free. Someone's got to put mac and cheese in my kid's mouth and that guy is me. We have to do this in a way that's sustainable long term, and I'm happy to report we're getting it done at present. We've been doing this now since April and we're flying. 


10:34

Brent
Things are good. The bloodbath in the crypto markets has cast a tad of a gloom over our ability to grow as quickly as we had hoped, but we expect those holdings to bounce back before too long. People are just as an aside, people are all panicked about the crypto markets right now. It's like, I don't know if you've noticed, but it identically mirrors what happened to the Internet back in the 90s. We had this period of massive gold rush, massive irrational exuberance, people investing in stuff that wasn't worth the money. Finally, there was a sobering moment. The world woke up and everything crashed. After really a couple of years live. It wasn't quick, it was two or three years there we had 911, and that was gloomy. It was really the mid 2000s, early 2000s, before things started happening again, like the iPhone suddenly happened and stuff like that. 


11:28

Brent
Of course, we had the recession of the late two thousand and ten s, two thousand and nine, two thousand and ten, which caused us to slow down again. My point is that we may be in the doldrums with crypto for a couple of years because it went through that same trajectory, right, where everyone's doing ICOs and everyone's getting rich and everyone's saying it's the wild west and the law doesn't apply. It does, just ask the chairman of the SEC. It's regrouping again. I have high hopes in crypto and blockchain. I think, honestly, again, I'm rambling here, but one of the problems I think, with blockchain is that there are a lot of great business ideas out there that might ride on a blockchain, but the customers don't need to know that. They don't need to know it's blockchain based, crypto based, NFT, whatever it is. 


12:16

Brent
They just want to get something done. They just want to get something done in the world. An artist wants to get paid for their work or something like that. I think putting the focus on the tech makes it a little stilted, quite frankly. Anyway, yes, we at corex legal are definitely in it to make as much money as we humanly can, but we're also in it to give back as much as possible as well. We've got numerous strategies in place for that. In fact, one of the things we're thinking of is to allocate a certain amount of money to each employee, both lawyers and staff, each year for them to donate to the charity of their choice on annual basis. Team chat way. We're not setting any political tone or deciding on a firm wide basis where charitable dollars should go for everybody, but we're just letting them make that as an individual choice. 


13:03

Brent
And they can do it. They can make their donation on their personal behalf or on behalf of the firm, or they can do it anonymously if they want to. It's really up to them. We got a lot of ideas in place like that. I've worked at a number of law firms, big ones, very big ones, some of the biggest in the world, and some small ones. I had a small firm of my own back in San Francisco in the can tell you they're not always easy places to work, but they can be. They really can be if people care about each other, raise each other up as human beings, and learn to work collaboratively. Unfortunately, one of the things that happens in the practice of law is that it becomes competitive, especially at lower levels. When you're just starting out, you want to be the superstar. 


13:42

Brent
You want to better than the other kid. One of the things we did this summer, we had three summer associates in the firm. The law is one of the last great apprenticeships where we actually draw on law students to come into the firm during the summer to learn how actual law firms work because they don't really learn that in law school. We had three this summer, and what we did was, in many cases, instead of assigning work to them individually, we signed work. A particular project would be assigned to all three of them as a group. We'd say, Here, figure this out together, collaborate on it. You decide how to allocate the work, if at all, and then produce one work product for us that you're all three authors of. And it worked miraculously. Instead of you do this project and you do this project, and then we'll see who's smarter. 


14:27

Brent
We actually brought three human beings together who knew some stuff, and they figured out how to work as a group, as a team, if you will. That's what we're trying to do, man. Some of it we're shooting in the dark. Some of it we're going from experience, but the watchword is just humane. We're trying to create more joy than suffering in the world. Josh I live it. 


14:51

Josh Wilson
It is fun to work with you guys. You said you've worked with big law firms, small law firms. You had your own in San Francisco. Let's start here. Why did you even get into law? The kid wearing a tie in high school. Why did you even choose law? 


15:08

Brent
So I was in grad school. I was at MIT, actually, the MIT Media Lab in I was very much happy to stay. I was going to stay and get my PhD. I was going to go off, and I was probably going to work at Pixar and do animation or something like that, which would have been maybe industrial live magic at the time or something. Things started happening in the world that I started taking an interest in. I had been pretty solid. I'd majored in computer science as an undergrad and also been a practicing software engineer. It's pretty much a math geek, right? I mean, everything I did had a right answer, and you could check your work, but I didn't really pay a lot of attention. Even though my undergraduate degree was a Bachelor of Arts in Computer science, I had to take the humanities and the social sciences and all that. 


16:02

Brent
I found myself at a bit of a loss as to how to have conversations that were happening on the Internet at the time. The Internet existed before the Web, by the way. It was a thriving place. People were talking about software patents, and they were talking about government involvement in technology companies. The Electronic Frontier Foundation was just getting started at about that. People were having all these conversations about how society and technology should work together, and I found myself rather bereft and unable to have an intelligent company because I didn't know anything about civics, really. I mean, I knew the basic three branches of government and all that stuff, but I had no training in anything other than the technology, and I decided I really probably needed to go learn more about the other stuff. It occurred to me that the law is really the code base for running a country, and I knew code, and I knew how to hack code, and I knew how to make it more elegant, more efficient, more interesting. 


17:05

Brent
I went to law school to go learn to hack the law and internet some of that code and get to know what the constitution really means. I had an unfortunate and thankfully brief flirtation with lowercase l libertarianism for a while at about that time. It's something that technology people do. You get to a point in your life where you're like, wait a minute, what's all this bloated? What's all this crazy stuff? What's all this power residing in other of these people other than me? I think we should be a strict constructionist, and the constitution says this, and we should abide by that. It's a very software geek thing to do. Live let's look at the code written in the constitution. Look at the world that exists today. Those aren't the same. We need to fix this problem. Literally, that philosophy leads you to something like there should be no public schools, and there should be no public roads, and there should be no public firefighters, and everything should be privatized, and the market will determine what's valuable and what's not. 


18:07

Brent
Of course, when you grow up you realize that the market doesn't do that very well. The market actually does something really poorly. Live can you imagine if all firefighters were privatized and you had to pay for them to come to your house at 03:00 a.m. And put out your fire? It's not something that actually leads to the progress of society. Without getting any more political, I decided to go to law school to learn about something. I just had no idea how it worked. I didn't know how the law worked. While I was there, I realized I was pretty good at bridging that gap between the technology and the business, because, as I say, there were a lot of discussions going on about how technology and society should work together. A lot of business people and a lot of lawyers were saying a lot of this, and a lot of engineers were saying a lot of other things, and they weren't necessarily understanding one another, and there was a impedance mismatch in the knowledge that one side had versus the other. 


19:03

Brent
Ultimately, my tour of duty in law school was to help bridge the gap between what lawyers know and what engineers know. I did spend some time as a clerk, the summer associate at the Electronic Frontier Foundation, actually, and did some work to help modify the laws in Massachusetts dealing with computer crime. And that was very enriching. It turns out that if you can speak the language of engineers and you can speak the language of lawyers, you make a great business lawyer for technology companies. By the time I graduated high school, law school, in 1094, the web was starting to happen, things were starting to get real, and that 90s bubble was starting to get inflated. I went straight to San Francisco and started practicing technology law. I've been doing it now since, I say for 28 years. And it's been good, right? Because the clients, if you can relate to your lawyer, we get the same jokes. 


19:59

Brent
I understand all the acronyms, I've written the code before. I've done the entrepreneurial thing myself. It's nice for the clients to be able to relate to me and my team as lawyers because we've walked in their shoes. So that's basically how that worked. 


20:20

Josh Wilson
Now you have your own law firm. You did this in San Francisco, had your own firm, you took a break, and you worked for some big groups, right? Like the biggest in the world? 


20:30

Brent
Well, I actually started at one of the biggest law firms in the world. My first job was at a firm called Wild Gotcha. Big New York based firm with offices around the world, wonderful firm. I had great experience, and because I was there for two or three years, I was working for AOL and I was working for Time Warner and all these cool companies. News Corporation got such great experience that's when we started Britain Silverman in San Francisco. I was three years out of law school when I started Britain Silverman to do technology law for the.com world. We just couldn't have timed it better if we tried. I must say were very lucky because we didn't necessarily know this was coming, but we just rode the.com wave. Three years later, in 2000, we sold Britain Silverman into a bigger law firm that scooped us up. 


21:19

Brent
By that time we had hundreds of clients, we had a couple of dozen lawyers. We were very busy, very active, and as I say, we sold the firm in the spring, in the summer of 2000. About five minutes later, the market started to turn, the technology work started to dry ups and stuff. I'm sorry, you were getting to a question that I don't know you completely finished, but I'll say that in the wake of the 911 early two thousand s, I spent some time in New York City. I actually moved to New York City like a week before 911, so that cast a different kind of shadow on my whole life experience. It was just easy starting a law firm back in the 90s as a single man, I could sleep under my desk. I didn't have a wife or kids to worry about. I might have been making 30 grand my first year at Britain Silberman, but whatever, it didn't matter. 


22:19

Brent
We were building something, and it paid off handsomely in the end. That kind of risk is a little more daunting. Once you get married and you have kids and you're trying to buy a house, you get a mortgage, the whole thing. It turned out that the opportunity to start another law firm and be a legal entrepreneur again circled back on me earlier this year, and it was time again to make that make sense. So we did. 


22:47

Josh Wilson
In the process, you've seen a lot of companies, and this goes along with the question when you started your firm, Bcjb Corexlegal, you've seen technology from early on to where it is now. You've seen a lot of cool this. You've also seen a lot of booms, and you've seen some bust, you've seen a lot of things go, and yet you are really excited about working with startups. You even have your own venture group. So you've seen a lot, I guess. Explain to us live why startups. What are some of the other specializations that you guys focus on? But why did you choose that? 


23:27

Brent
It's a great question. I will tell you that when I started in computing, when I first logged into my first Internet Connect computer in we didn't call it the Internet yet, by the way. It was called bitnet. 


23:41

Josh Wilson
By the way, I was born in 81. 


23:43

Brent
Yeah, so you were around, you remember out there? No, I was in 82 as a sophomore in high school. Went down to the local college, University of Maine, and had a friend who was in college already. I didn't log in. It was a paper. It was a paper terminal. Okay. Paper was scrolling through my terminal. Spent my first, what, five, six years in computing with 80 x 24 green screens. That was the standard. I guess I say that to note that technology does not always lead to entrepreneurship, but it does lead to creativity, because all the people around me were publishing things and creating things and even inventing things as I'm a college student, because were some of the first people on the Internet. People started putting we had some of the first chats where you could actually get on and talk to people from different states and different countries if they were technologically sophisticated enough to know how to use what we eventually called the Internet back then. 


24:46

Brent
Oddly enough. I came down from the University of Maine in 1985 for spring break to meet some kids at UCF here in central Florida to celebrate spring break with them on Daytona Beach. The entirety of our relationship, until I showed up at Orlando Airport, had been modulated on the Internet. It was just what happens when technology enables things, people figure out how to do new things. And that's why I do it, okay? Because entrepreneurship is only one step from that. Once you've got people who are thinking, wow, look at all the potential, look what we can do, look at the progress we can inject into the world that eventually leads to entrepreneurship. That's where you need business, and that's where you need lawyers, and that's where you need investors and all the machinery that we have in place. We're lucky in this country to have this machinery in place. 


25:36

Brent
If you can demonstrate that you've got a good idea that will make money, we can put you on a conveyor belt, and we can get you maybe it turns into a rocket ride, maybe it doesn't. We've got the machinery to help you. We've got people to help you. I do it because it's fascinating, and I get to play with new toys every day, right? We have some clients, big companies that send us a lot of work, and they make it rain. We do deal after dial for them, and it's kind of the same deal every time. That's fine. We need some cash cows and stuff like that's fine. The entrepreneurs are where the magic happens, and it's where you get to sit across the table, figuratively, literally, or virtually, from crazy people, right, who are just insane. They've broken from the herd. I mean, you've heard me say this before, but we humans come from schools of fish and herds of animals for whom sameness is a survival trait. 


26:36

Brent
We have this visceral disdain when one of our brethren or sisterin jumped from the pack and go do their own thing and strike out on their own because they're going to get eaten by a lion if they're not terrible. And we just want sameness. But entrepreneurs don't do that, man. They figured out they're just crazy enough to jump from the pack, do their own thing, dance to their own drummer, and really have the passion that they can change the world or make it a slightly better place. Because that's what entrepreneurship, let's face it, is all about. It's about progress. It's about the next cool thing. I didn't know I needed this until Steve Jobs made it and sold it to me. Now, of course, like many people, I can't live without it. It's invention and innovation that actually changes the world for the better most of the time and gets us rushing headlong into the future. 


27:30

Brent
It's just such a fun sector to work with now. Not all entrepreneurs can pay the bill, and that's where the venture arm of our business comes in. If we like you and you've got. A good pitch deck and you've got some solid market validation. Let me say that again. If you've got some solid market validation, which is to say you can demonstrate to me that customers actually want to buy your product or service once you launch it, then, yeah, we can figure out a way to help you get your legal work done without having to stroke a check on day one. So, yeah, I love these people, man. They're where the new stuff comes from. They're where the new toys happen. 


28:07

Josh Wilson
So, specializations for your firm startups and all the issues and craziness that happens with them, right? 


28:14

Brent
Trademarks, I'll run it down for you because I got this down. 


28:18

Josh Wilson
Yeah, you could probably do it better than me anyways. 


28:21

Brent
We will represent entrepreneurs of any stripe. We will represent technology companies of any stripe. But our strength is in technology startups. Right from the start, you can't form a company unless it has a name, and you can't pick a name for your company unless you do a trademark search. If you want the name of your company to have anything to do with your eventual brand name. Talking to a lawyer right off the bat, the first thing we need to care about is what we're going to name your company when we form it. We do your formation, we do your venture funding deal, c, Brown, Series A, whatever. We do merges and acquisitions. It's time to sell your company, any capital transaction we can handle involving the funding of the company or its sale, and then we do full suite of intellectual property protection. Patents, copyrights, trademarks, trade secrets, all the documents associated with intellectual property ownership, all the documents associated with the governance of the company bylaws and articles and things like that, as well as the co founder relationships with the company and with themselves. 


29:24

Brent
Very important. A lot of companies get started on a handshake and that's fine, but you really need to think in terms of what if you don't have the or your business partner doesn't have the gumption for a start ups nine months down the road? What if things happen more slowly? What if somebody gets pregnant? I mean, there's all these things you to have pay attention to. Finally, any commercial transaction that a company could engage in, if there's a contract involved, and there should always be a contract involved, we can help structure and draft and negotiate it. I know I said finally, but there's more. We also do all the internet related stuff, terms of service on your website, privacy policy, data security. If you have a breach, we help you navigate that crisis management. We do some company focused employment work. If there's an accusation of wrongful termination or sexual harassment, god forbid, or something like that, we can help the company defend those claims. 


30:24

Brent
We do a limited amount of litigation. We do have a litigation partner, and at present the litigation practice is modest but is undergoing, I would say, measured growth. We handle intellectual property disputes, we handle contract disputes. As I say, we'll defend the company against claims from employees. We'll look at anything. We're not a particularly closed door firm. Our technology focus, by nature of our backgrounds, tends to be digital and Internet and crypto and blockchain. I don't have particularly I was talking earlier about how my clients we get the same jokes, and we understand all the acronyms. I don't enjoy that kind of camaraderie with, say, Biotechnologists. Right. So I've never been a chemist. I've never poked a cell with one of those cell pokey things that they do. I think our technology focus is largely limited to digital and computing Internet. We're certainly happy to learn about anything else, because here's the trick. 


31:37

Brent
Where the science or the technology or the engineering may differ is almost irrelevant in many cases to the business deals that you're going to be doing. It may mean certain things, like if you're going to be developing a drug, then your investors have to have a different perspective about how soon you're going to be profitable, because it's probably going to take you ten years to turn a profit on a drug development startup. That's woven into some of the tapestry there. I'm still going to write the same articles of incorporation or certificate of incorporation. I'm still going to write the same bylaws. We're still going to have the same questions about who governs the company and who gets to make decisions and how the board votes and things like that. We can do a whole lot of legal work for companies, even if we secretly don't always understand the ins and outs of tools, technologies. 


32:29

Brent
But we do try. 


32:31

Josh Wilson
Yeah. Why'd you choose that name? What's your venture group's name? 


32:36

Brent
Corex Ventures. 


32:38

Josh Wilson
Super cool. So you have Coryx legal Corex Ventures. Why Corex? What was the impetus, honestly? 


32:44

Brent
Law firms are typically named after the founding partners. My firm in San Francisco was in Britain Silverman and eventually Britain Silverman and Servantes before we sold it. That's sort of been the historical trend. In fact, in many jurisdictions, it was probably mandated historically, that the names of the partners beyond the name of the firm, that's not the case anymore. You can brand your firm however you see fit. When Greg Cart came to me, greg and I used to work together. He was part of my team at my prior firm for a couple of years. We did a number of deals together, and he came back and said, hey, we should probably jump out and do this ourselves. He had already developed the Corex brand for a couple of other projects that he was working on, and we kind of looked at it and said, it's kind of nifty. 


33:29

Brent
I think we should call ourselves bcjb Corexlegal and then do Corex ventures on the side. And it stuck. And I think people dig it. You got to be careful showing a picture of your baby to people, because they'll tell your baby's beautiful when your baby's ugly. Yeah, but I think people dig it and I think it means more it's kind of sexier than Britain or cars. Britain, it's got a certain funkiness to it. My only problem with our brand is that because there's an X in the domain name, for a while, were getting spam trapped event name. We send an email. Regarded it as all the filters, regarded as junk. They're starting to learn now that it's not that. 


34:12

Josh Wilson
Yeah. Your venture group, you're working with a tech startup and they can't afford some of the process to build a cap table or to go fundraising or whatever, and you guys say, okay, here's an option. We believe in what you do. Maybe we'll take some equity in the business. Right? What have you found? Do most entrepreneurs, are they for that, or do you sense a lot of resistance to that? What's a common response to that? 


34:45

Brent
It depends where they are. It depends where they are. For most people, the concept of effectively free legal work in exchange for equity is a very easy decision for them to make, because we're going to end up giving them 2030 $40,000 worth of resources in exchange for a fairly modest amount of stock. I don't think we've ever taken more than 3% interest in a company. Occasionally, if they have other assets, by the way, we'll take Internet in their tokens as well, if they're a fintech or a blockchain company. So we do a combination of that. Sometimes we'll do a safe investment instrument in the company as though we've written them a check. We generally do that at a premium. If we say, look, we're going to give you one year worth of unpaid legal services in exchange for now, normally during a year, I would expect a start ups company to get billed in the $40 to $50,000 range in terms of legal, but we'll do $100,000 saved as a premium on the fact that we're not getting cash. 


35:48

Brent
That's the kind of dynamic most people we fully present this as an option. I mean, this is not a demand that we make by any means. If you want to pay cash, you can pay cash. If you can't pay cash or don't want to pay cash, this is an option for you, but it's not mandatory. We're only going to do this for companies that we strongly believe in, that have demonstrated, as I say, some fundamentals in terms of our expectations. We need to see market validation. That's just huge. We need to see that there's a market for the stuff. So that's how that works. I would say, in answer to your question, it's very rare that people won't opt for the investment option. I should note that from time to time we do write checks as well. If we really believe in something and they need cash for other reasons, like they need to hire a CPA or they need to do some other stuff, we can do legal services as well as write a check in exchange for some kind of instrument or something like that. 


36:50

Josh Wilson
Do you guys have it set up as kind of a traditional venture group where you guys are the GPS and you have LPs that are investing money in it? 


36:58

Brent
No, it's just us. 


36:59

Josh Wilson
Okay, copy that. 


37:00

Brent
No, it's just us. 


37:01

Josh Wilson
You guys are true investing your own money, your own firm's money, right? You're not working on behalf of LP? 


37:11

Brent
No, we haven't gone out to build a fund. This is just our separate entity for dealing with the times when we either individually as people or as the firm want to invest in my daughter's getting home from school, invest in the company for the reasons we stated. However, it's not without the bounds of possibility that we could consider a more traditional fund where we go seek investors and actually build a more traditional fund. The problem here is, Josh, I've tried to start probably half a dozen companies myself over the past 28 years practicing law, and it turns out that I run a very busy law practice. The idea of actually having another enterprise that is taking up my time and attention on nights and weekends is just ludicrous. It never works out. One of my first rules to entrepreneurs is you don't do it part time. 


38:14

Brent
You're unlikely to succeed if entrepreneurship is your part time job for a long period of time. That is a necessity for me if I'm to do something on the side. Running an actual venture fund and being responsible to LPs and actually doing stuff, it's not a viable option for me. We're doing okay with it. Yeah. 


38:34

Josh Wilson
What I like about it is you guys have skin in the game. When you see a cool and crazy entrepreneur who's doing some stuff but you believe in it, then you guys are willing to put skin in the game, whether it's sweat equity, work equity, or even some capital. I like that. 


38:51

Brent
Yeah. I'm going to be clear, it's the exception rather than the rule. We don't make the offer to every client, and they got to be something they got to have something going on for us to just say, hey, we'll get it. Now, look, as time goes by and our fortunes expand, I think we can be a little more generous here and there, and we can maybe spend some time and attention on folks that haven't maybe made their bones yet or don't have that market validation or don't have whatever. I want to be clear that you got to have the goods if you want free legal work from Bcjb corexlegal. Yeah. Right? 


39:27

Josh Wilson
Now, this is awesome. One of your favorite things to say is market validation. When you're here on the panel, you're like market location market validation. Right? It is so important to you. This is softball pitch to you, though. Why is that so important to you? 


39:49

Brent
Starting a company is a scientific experiment, okay? And I didn't invent these concepts. These precede me from here's how we used to do entrepreneurship, okay? Back in, let's say, 1015 years ago, we used to think of an idea, oh, my God, we've got this great business idea. We should let private citizens be cab drivers in their cars. What we would do is we would say, can't tell anybody. We got to keep a secret. Can't socialize it, can't talk to anybody because someone's going to steal it. We're going to go, we're going to start a company. We're going to write some code, and we're going to get investors, and we're going to get a trademark and patent, and we're going to build this thing and build it, and then we're going to launch. We're going to cross our fingers and hope that people buy it. In the case of Uber, it turns out to be a very good idea. 


40:40

Brent
99% of those efforts don't necessarily work that successfully. The trick now is you think of your idea and you socialize it, and you start talking to people, because if people can steal your idea that easily, then it's probably not much of an idea, first of all, or. 


40:55

Josh Wilson
You'Re not the right person, right? 


40:56

Brent
You need to have a public version of your presentation. You need to be able to talk to people. You need to be able to pitch. You don't need to tell them the intimate details or the deep, dark secrets or how the code works, but you need to be able to say, hey, what do you think about this? What do you think about allowing people to get a gig economy work based on being a cab driver in their own car? Would you pay for that? Would you use that? Do you think that's a good idea? You have to be careful because like I said about the baby picture earlier, everyone wants to say your baby is beautiful. Nobody wants to tell your baby's ugly. You go up to somebody and you say, hey, do you think we should do this thing? A lot of you say, yeah, good luck, man. 


41:30

Brent
That's awesome. You really have to have a conversation with your potential customers, and you really need to ask them, look, do you have a migraine headache that this can be the ad bill for? Because if so, you'll probably pay for the ad bill, right? That's what you want to sell them. It's not what you think is a good idea. Not what your gut thinks is a good idea, but what your customers are literally telling you, they will pay. Flofr they will purchase this thing if you build it, and that's your market validation is actually going to people and having them sign up for a beta, maybe even having them swipe their credit card that you won't charge until the alpha release. But they're in. They're locked in. They're like, oh my God, please build this. As a matter of fact, instead of making it pink over here, why don't you make it blue? 


42:16

Brent
Because I got a nerdy narrative. That kind of customer interaction, which is why I call it a startup, a scientific experiment, because you haven't launched your company yet. You haven't spent a dime. You haven't hired anyone. You haven't taken anyone away from their day job. You haven't parted an innocent investor from their capital. You've actually gone out and demonstrated that a company should be built here to satisfy a market need that you've identified. That's the win right there, because now everybody, including you and your spouse and your family and your coworkers, your co founders and your investors, now everybody's investing not in a proof of concept, but in a growth opportunity, right? You've moved from conceptual to established before you even started the company just by talking to your customers and figuring out what they want to buy. That's the win right there. 


43:04

Josh Wilson
I'll tell you, when an entrepreneur is talking to me and they might have crazy a** ideas, and I'm like, okay, where is this going? They go, oh, by the way, we have 100 people who have paid, and we don't even have a product. And I'm like, okay, now you're on. 


43:20

Brent
New York in. 


43:20

Josh Wilson
Let's talk, right? 


43:22

Brent
We had a client a couple of years ago come around who was talking about doing this thing that I kind of got and kind of didn't get and had to do with key performance indicators and monitoring company progress. And I'm like, blah, blah, snoozefest. He's like, and several people who run companies like this in the industry have invested in us already and live, where do I sign? If you've got people with market knowledge saying, wow, you guys are doing it right? That's a proxy for me, 100%. Talk to your customers. Don't waste anybody's time, including your own. This is your life, right? You're going to yourself and say, my gut tells me that this will work. That's a conversation, and you deal with your gut however you see fit. I would remind you that your gut probably has a problem with milk, so what the h*** does it now? 


44:14

Brent
Also talking to yourself and say, look, I've talked to ten people, and they all really love this, and they told me why they would use it and how they would use it, and they're ready to swipe their card. That's better. That's better. 


44:24

Josh Wilson
Than your voting with your dollars, right? Live when someone has validated it with a paying customer, I love them. Those are my favorite entrepreneurs. 


44:34

Brent
Or dozen or 100. Yes, absolutely. Awesome. 


44:38

Josh Wilson
All right, so you're building this out. You're building some cool stuff. You got your venture group over here making some cool deals. You got your Bcjb corexlegal that you're building an awesome team. One of the things that you told us is you want to have the happiest lawyers in the world, the group of the happiest lawyers in the world working where people are knocking down your door to work with you. 


45:00

Brent
Yeah. And the happiest clients. Yeah, absolutely. 


45:03

Josh Wilson
What's the end game for this deal maker? What are you shooting for? You're a young dude. You're successful. How do you know you're winning? And what's the end game? 


45:14

Brent
The mantra that I use when I talk to my team, when we teach them about business development and how to go out and find clients and by the way, unlike traditional law firms, we want you to build your practice from day one, man. If you bring in a client as a first year associate, then more power to you. It all comes down to this. All that matters is the smile on their face, okay? That's basically our product. If our clients are rigging their hands, if our clients are scratching their heads, if our clients are looking at their watch going, what the heck? We're doing it wrong, all of that stuff can be solved with respect, kindness, and professionalism. If you're going to be late with something, you pick up the phone. 99% of client unhappiness comes from a lack of status reports, right? I mean, you don't call your client for two weeks, of course they're going to get p***** off or at least concern. 


46:16

Brent
Of course you're going to get that voicemail that says, hey, I think it was two or three weeks ago we had that call. What's going on? I don't know what's happening. I paid my money. What are you guys doing? Of course, worst case, they're like, all right, you guys are jokers. I want my money back. Putting the focus on client happiness is how we run the machine. That really is the end game for me, too, Josh. I mean, I want to make the world a better, happier place when I'm gone. I want people to they're not going to talk about Britain Cart. That's fine. I don't need my name on the firm. It'd be great if people are like, Brent Britton, we said this earlier in the call, but he made the world. He spread more joy than suffering in the balance. He gave people good jobs, and helped people start good companies. 


47:07

Brent
In terms of an actual goal, I got to tell you, I don't see myself as a retired person. I never really have, to be honest. I think I will continue to hold. This is probably my last job, Bcjb corexlegal. My intention is to grow it to be a big global firm within the next few years. We have an office. We're headquartered in Tampa. We have an office in San Francisco. I have my eye on Boston. Next two of my alma maters are in Boston, and so I want to go up there and help those folks work together. Will I take a month off here and there? Sure, no question. I'll be very happy to work at Bcjb Corexlegal and help smart people with good ideas make progress in the world until I die. 


48:02

Josh Wilson
Yeah. Super awesome. So let's go personal a little bit. We started out by you holding up your arms, talking about tattoos. Why were those important to you? What was your first tattoo, and why are those important to you? Don't show me anything I'm not allowed to see. 


48:17

Brent
Okay. My first tattoo was this Buddha. Okay, got it. That's a Buddha. In fact, it was this whole sleeve. 


48:23

Josh Wilson
Your first tattoo is a full sleeve? 


48:25

Brent
It was my full sleeve, yeah. I was 46 years old when I started. Wow. This is Buddha, and he represents place, love, and understanding and contentment. And this is the Koi fish. How do we get this on camera? Who's kind of swimming upstream there to get up to the Buddha? The reason he's swimming upstream is because life is hard, and it's almost impossible to attain nirvana. Back here, we have the peacock. I don't know if you can see that. 


48:52

Josh Wilson
Well, I can't see it, and a lot of people are just listening in. 


48:55

Brent
Yeah, well, so there's a peacock on the inside of my biceps. The reason he's back there is because he's usually outstretting his stuff. It's important to remember that your ego can get out of control from time to time. I am not without that fault. I tend to think a lot of myself sometimes, and it's nice to be reminded to be humble and kind. Over here we have Ganesh, the Hindu god of some various things dragons and fire. This is another god whose name I can't think of, but she got. 


49:36

Josh Wilson
It tattooed on your arm, and you don't remember his name. 


49:39

Brent
I'm bad with it, literally. Josh, I could see you on the street, and I've known you for two or three months now. Your name should be second nature to me, but I could see you on the street with live walking down the street with my wife, and I'd be like, Honey, this is Jeremy. Part of my brain that deals with names is broken, and I've had to work very hard on it because people's names are one of the most important things that they love to hear. If I saw you on the street and you didn't call me Brent, I'd be like, that, yeah, right. Anyway, the Tats for me were a long time coming. I was a natural guy who you would have expected to have been tattooed earlier in life, but I just never really chose to go that way. And then I met my wife. 


50:24

Brent
We've been dating now for almost ten years. I'm sorry. We were married seven years ago, but we had our first date, it'll be ten years ago in November. She had some ink and she had a bit of a backpack that was in progress. I kind of went with her when she was getting her back piece finished. I really started to take an interest in getting in to myself. We had a great guy here in Tampa do practically all of my work. I have now I have another guy who's also awesome doing my work, but for me, it's permanent, right? This is not something that it's not like the clothes you wear that you can change tomorrow morning. If I want to put something permanently on my body, it's got to have a certain amount of meaning to me, a certain amount of symbolism. I would say that my favorite tattoo in that regard is this sandoler. 


51:17

Brent
It's a circle. It's got Chris PR symbol for the letter, Greek letter pi, and then an infinity symbol inside the sand dollar. And that's all about my wife, Marissa. She and I, we found a sandal on our first trip to Puerto Rico together. A circle has no beginning and no end. So it's all about the love, bro. 


51:39

Josh Wilson
What about pi? So I understand the infinity, right? Like we're together forever infinity. Why pi 3.14 blah, blah? 


51:48

Brent
Well, if you divide a circle circumference by its diameter, you get pi. Pi is this inherent infinity that's present in all of geometry and indeed all of the universe. What's great about completely irrational number like pi is that it truly is infinite, which means everything's in there. Okay? If you extend pi out to infinite decimals, which is where it goes, you can find your DNA in there somewhere. Somewhere. Millions and millions of digits out, you're going to find the entire Shakespeare works of Shakespeare. It's infinite. That's the definition of infinity. It's going to be in there somewhere. That's just an intriguing little mathematicalphilosophical item. I do honestly believe that love is the foundation of everything. When we love one another, we are doing something that was created with the dawn of life. The whole concept of reproduction. We are all made from all the love that ever was. 


52:54

Brent
How we got here. I mean, I'm only here because my dad live my mom's eyes. 


53:04

Josh Wilson
Here. 


53:04

Brent
We are where we all come from. And of course, it's stupid. You can't say this in a business context, and you can't walk into a venture capital deal and say, hey, guys, it's all about the love, because people think you're smoking something, but ultimately, I think we have to find something that it's all about. And that's a pretty good answer. 


53:24

Josh Wilson
Yeah, dude, I love it, man. I love it that you love. Love. As we're wrapping up, behind you sits a beautiful piano. This is kind of a personal question, right? Do you play the piano at all? 


53:38

Brent
Yes. 


53:40

Josh Wilson
Kind of give us some insights onto that side of Brent, right? You're a philosopher, you're a venture capitalist, you're an attorney, you're inked up, you're cool, but yet here's a piano sit behind you. 


53:55

Brent
What's that important to you? I have been playing piano since I could reach the keyboard. I don't know necessarily. It was just gifted to me. From a young age, I had both the interest in a certain amount of aptitude. I was self taught for many years, and then in high school, I took about six months of lessons to learn some technique, and then I've been self taught ever since. It's just a hobby for me. I absolutely love playing the piano. During Covet, I would more or less, every couple of days, post a video of me playing, sometimes singing to Facebook. If you go to my Facebook page, they're all out there. Very few of those videos was composed without the benefit of a certain number of glassfuls or this, that, or the other thing. But, yeah, I really enjoy playing piano. I think that a lot of folks with engineering minds enjoy the poetry of music because it is very mathematical. 


55:09

Brent
It's known code base, as I compared some other things earlier, but yet it's so artistic, and it gives you a certain opportunity to have a little flair. Funnily enough, I usually play Beethoven, to be honest, but the piece I've got on the piano right now is actually killing in the name. 


55:35

Josh Wilson
Oh, rage against the machine you can even play that on piano. Nice. The next time Rage is doing a tour, you could jump up there and play on a classical P. I will play keyboards. No, we're going to roll your huge PM. 


55:53

Brent
That will be great. 


55:54

Josh Wilson
Awesome. 


55:57

Brent
You got to have more stuff. There's some things that my wife and I are very active physically. I would be dead if I didn't get out and walk two or 3 miles at least, or run two or 3 miles every day or two. Got to get in the gym, got to eat right. Got to do all the stuff, man, because it's all about preserving the temple, and you got to do something besides your job. You got to have something that you're doing besides your job. 


56:20

Josh Wilson
The piano is mine, so you're awesome, man. I'm so glad to know you, Josh. Thanks, dude. 


56:27

Brent
Takes on a no one, right? 


56:29

Josh Wilson
It comes to deals and investing and such, I'm sure we're going to have you back on the show and later on, but let's. Do this as we're running out of time. For technology startups or for companies out team chat need a lawyer who gets them the start ups world and raising capital space and how to deal with that, navigate those waters. Where can people connect with your law firm and start the conversation? 


56:57

Brent
Sure. Absolutely. I will tell you a couple of things. The first is that the website of the firm is corexlegal.com. That's corexlegal.com you can find me. Just Google Brent Britton and you get several pages of me. I welcome emails, I welcome phone calls. All that information is on the website, on my bio with nowhere else. I never get upset when clients reach me. I publish my cell phone. It's totally fine. You want to engage me as a lawyer? Hey, guess what? You can call me. It's totally fine. Ian Hill say this I'm admitted and licensed to practice law in California, New York, and Florida. Most of the lawyers in my firm are admitted in either California or Florida with a couple of others here and there. But we'll talk to anybody. If you're in Texas or Illinois or Colorado, don't hesitate to give us a call. 


57:58

Brent
It's really up to us to determine the meets and bounds of what we can and cannot do for you as a lawyer without running a foul of the bar rules. Generally, if we're advising with respect to investors, which is going to be a federal law, or most intellectual property is going to be federal law, the state law doesn't really matter. Even if we don't have an office in your state yet, we'd still be delighted to talk to you and see if there's anything we can do to help. If it turns out your thing is just going to require local council, then we'll help find you something cool. I will say this. Don't call me if you're happy with your current lawyer and they're happy with you. I am not here to divert current clients away from their current lawyer relationships, okay? I don't steal clients from other lawyers. 


58:47

Brent
If you are another lawyer and you're doing corporate work for your client and you need me to do the trademark, send me that trademark, baby, I am not going to bite the hand that feeds me. You know what I'm saying? I'm not going to steal your client and try to get the corporate work, because that's yours. In fact, we tell a lot of the firms around Tampa, the bigger firms who just can't justify working for unfunded tech startups because they need to get paid. That look, if you get an unfunded tech startup that you like, send them to us. If we like them, we'll work for them for a couple of years, and then guess what, dude, we'll send them back, okay? When they're funded and they can pay your bill, we'll send them back. We're happy to play nice on the playground, but I will not steal a client from another lawyer. 


59:32

Brent
If you're unhappy with your current lawyer, by all means give me a shout. If things are computer, we don't need to worry about cool. 


59:40

Josh Wilson
What we'll do is we'll put your contact information in the show notes. As you guys are driving around, running around, doing whatever you're doing as listeners, you can always contact our guest directly, say, hey, I heard you on the deal scout, and I want to do a deal with you. That's the purpose and mission of the show, is to put deals and deal makers together. 


59:58

Brent
All right? 


59:58

Josh Wilson
If you're working on a deal and you'd like to talk about it here on the show, head on over to the deal scout.com, fill out a quick form, maybe get you on the show next. Till then, talk to you all on the next episode. See you guys. 


01:00:11

Brent
Thanks, Josh. 

Brent Britton Profile Photo

Brent Britton

Founding Partner

Brent Britton is a Founding Partner of Core X Legal. Since the early 1990’s Brent C.J. Britton has been assisting entrepreneurs and technology companies of all sizes in corporate and intellectual property transactions. A dot-com era Silicon Valley veteran, Britton’s legal career has included tours of duty in several major firms in San Francisco, New York City, and Tampa. Brent has been a prominent voice for the cultivation of Tampa’s entrepreneurial ecosystem while maintaining strong roots in the San Francisco Bay Area’s emerging companies community. Brent's clients range from startups to international conglomerates in the fields of digital media and software development, video games, AI, virtual reality, data analytics, education, mechanical devices, entertainment, telecommunications, healthcare, cybersecurity, blockchain, and cryptocurrency. Britton’s legal work covers a full range of services of value to technology companies, such as corporate formation, venture funding, technology licensing and transactions, intellectual property strategy, privacy, data security, digital token sales, and a broad spectrum of regulatory advice. A former computer scientist and software engineer, Brent is the only lawyer who holds a graduate degree from the MIT Media Laboratory. Alongside his Master of Science from MIT, Britton also holds a Bachelor of Arts in computer science from the University of Maine and a Juris Doctor from the Boston University School of law. He's the co-founder of several startups, and he writes and speaks frequently on entrepreneurship, creativity, ethics, and the philosophy of happiness and success. Brent’s book, “Ownability,” an introduction to intellectual property law, is available on Amazon.com.