Matthew Morris handles Business Development and Legal Affairs for Vencast.com, a solutions provider for the private equity industry. The start-up company, which facilitates the process of raising capital for and investing in private equity opportunities online, has offices in New York, San Francisco and Westport, Connecticut. Prior to signing on at Vencast, Morris was Director of Business Affairs for the Original Programming division of Time Warner's Home Box Office (HBO). He has a B.A. from Middlebury College, a J.D. from Columbia University and is a member of the New York State Bar.

Monster.com: Tell me about Vencast.com.

Matthew Morris: We primarily service private companies and private funds and institutional investors seeking investment opportunities in them.

MM: Basically, I take care of all the legal issues that come up. There are agreements all over the place that need to be drafted for transactions with users of our site. I also monitor our Web site from a legal perspective, making sure it's updated, that we're not making any untrue claims, that we don't have any unauthorized links or trade names we don't have permission to use, that our privacy policy and legal notices are up to date.

MM: A big part of my job is simply determining what legal issues need attention and whether they can be handled in-house — which is always cheaper and more efficient — or if they're so specialized that we have to get outside counsel. Then it's up to me to find the outside counsel and interact with them. We work with a couple of outside firms now — an intellectual property firm that's handling our trademark registration and patent process, a big corporate firm that handles all of our corporate work and a securities law firm that handles securities issues.

MM: When I first started we didn't even have a prototype of the Web site. We didn't have any customers or clients lined up, no agreements drafted. It was basically five people in an office mapping out what services we'd provide, what the site was going to do. Though I was hired to do business development and legal affairs, what I actually did was whatever came up on a given day. But we've been bringing in more people every week, so my job has begun to get more focused as there are other people on board to take on jobs I was doing.

MM: One thing I had to get involved in which I knew nothing about was the design of the site. From mapping it out to considering the different use-case scenarios to choosing an interface, I learned a lot about what the process is, how you go from having nothing to having something that's up and functional.

MM: I was really interested in what I was learning, so I was fine with it. But I suppose it takes a certain personality type. It always sounds exciting to be part of a start-up, but for a lot of people it's probably not the greatest fit. We've had two employees leave soon after they got here because they couldn't handle the chaos. They wanted to know what their duties were and to do just those. When you come to these start-ups, you end up doing whatever needs to be done even if it's outside your job description.

MM: A very difficult transition for me — I think for some of the other people here — was coming from a big law firm or a big company like HBO with all the resources and support. I'd had my own assistant for years, there were photocopy departments, fax departments and office managers. Having to do all that work yourself slows you down. It's not so much that I don't like it, but you forget how to do it in some ways, coordinating simultaneously photocopying, faxing and Fed-Exing in addition to all your other work. You end up having to work longer hours to get it done.

MM: I read newspapers and business magazines on the train from New York to Westport. Then, usually I'm responding to questions or e-mails for the first hour or two. Someone might have an agreement with a third-party vendor of production services and I'll have to make sure it's OK to sign. Someone else will have a question as to whether we can make such and such an offer to an employee or what our employee policy is on a particular issue. (Eventually, our HR department will take care of that.) Then I'll have to draft contracts for, say, an investor wants to become a subscriber. We have form contracts, but they have to all be customized and updated for individual subscribers. Another big part of my job is dealing with corporate matters. I'm the secretary to our board of directors, so at every meeting I have to prepare materials for the board to review, draft the minutes and then prepare all the formal resolutions the board has authorized.

MM: They've really yo-yoed a lot, but it's never less than a normal day, like 9:00 to 6:30. There have been periods where I've worked all day every day including weekends, from 8 to 10 or 11 at night, but I haven't pulled an all-nighter yet. Other people here have, but I'm not very productive if I do that.

MM: Actually, I don't mind it too much. Usually when I'm working those hours it's because I'm engaged in what I'm doing, so generally it means I'm happy. But it does take it's toll when you don't have time to do anything other than work and sleep.

MM: Actually, I did a lot of background reading and looked into getting access to legal research materials. No matter what part of the business you're in, when you're at a start-up one of the really hard parts is trying to get the work done in an ultra professional way very quickly but without the resources. We don't have our own law library or in-house law firm, so I did a lot of surfing the Net, trying to find out where those resources are, so when I needed them I'd know where to go.

MM: Findlaw.com is good. Also, Contracts101.com which let's you download basic business contract models for a fee. And most of the big law firms have Web sites with articles and newsletters. But I've also had to go to the Association of the New York City Bar from time to time.

MM: I read Red Herring, Industry Standard and Business 2.0. Fortune and Forbes have basically become Internet magazines as well. Then there are a lot of legal issues that I keep up with through newsletters and seminars. Most law firms are regularly offering seminars on Internet-related topics.

MM: Copyright and trademark issues, and a big one for us is whether on-line signatures are enforceable. Can someone sign a contract online with a digital signature? And, if so, how does that take shape? Is it a code or a password or do you have to go and actually get hard copy signature? We'd love to automate this whole process so you can submit and sign everything online. Privacy is another big issue. We get a lot of information about investors and have to be able to guarantee their privacy.

MM: I think it's a terrific transition to make if you're ready to do without all the resources and support you become accustomed to as a lawyer — for a couple months at least. You also must be willing to become sort of a legal generalist because, even if you don't have any experience in a particular kind of law, as an in-house lawyer you'll be expected to know the answer or shortly come up with one. A start-up company will probably never have more than one or two in-house lawyers, so you'll be the sounding board for all kind of things. If you like that variety and if you're willing to do without the resources, it's very satisfying, because you do get to see the inner workings of the business, because there's always a legal issue that you have to be involved with.