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Office Hours: Exploring the Intersection of Law and Business

USC Gould School of Law • March 29, 2024
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In this installment of Office Hours, a series of immersive conversations between Gould faculty, learn what it’s like to study business law — and how the two industries collide.

Shaun Sanders, Managing Partner of VentureCraft and Senior Associate Director of Octane’s LaunchPad startup accelerator, teaches Business Principles of Law for the Online Master of Studies in Law (MSL) and Online Master of Laws (LLM) for international attorneys at USC Gould School of Law.

In this conversation with Senior Associate Director of Graduate Curriculum and Instruction, Anitha Cadambi, Sanders shares how his background in both the legal and business industries shapes his curriculum and valuable takeaways from each profession that are covered in his course, Business Principles of Law.


Anitha Cadambi: Welcome everyone, to another installment of office hours. Today I have Professor Shaun Sanders, who teaches LAW 633 Business Principles in Law. Professor Sanders, thank you so much for doing this. I’d love to just start with your professional journey; what did you do straight out of law school? What have been your various career stops along the way, and how has all of that influenced what you’re currently doing?

Shaun Sanders: Gosh, I have what some would call a non-traditional career path. I spent most of my life in the startup world for about 20 years, had a couple of my own, did a lot of consulting, and then went to law school later on in my career path. Right out of law school I wasn’t quite sure if practicing was going to be for me or not, and I had an opportunity to help build out an accelerator program. So I got hired on to help companies raise money and all that other fun stuff. When I was there, I met an investment firm who really liked me and found out that I was an attorney flying under the radar. So I ended up working there as corporate counsel for a few years, doing a lot of business negotiations, fund raising, all the contract work you can imagine that comes with that type of job. I did that for a few years before I got back into the business world.

I like risk. Risk is fun. Risk is profitable. Risk is entertaining. And I was always the attorney that was like ‘here are the boundaries’. But as a business guy, you can roll the dice and see what happens. So, anyway, that’s my career path. Now I work as a business consultant helping startups and early stage companies to grow, raise capital and succeed.

Anitha Cadambi: Do you feel like your legal background helps you in what you do today?

Shaun Sanders: Oh, 100%. I always tell people that though I am not a practicing attorney these days I am happy I went to law school because the education you get just gives you an edge. It lets you know the boundaries of your container, and how hard you can push. The best way to think about it is: how does business and law fit together? Law is the parameter. So if you’re playing a game of chess, the business is what pieces you move to win but law represents the constraints – like the Bishop can only go diagonal and the horse can only go so far. I feel like attorneys are the only people who have read the rules to the board game that we are all playing – and knowing that going into a negotiation and knowing how hard you can push on a certain term, or doing a marketing campaign and knowing where the edge is, or starting a new company and knowing what pitfalls to avoid so you don’t rack up some huge bill – it has been invaluable and it’s made me more dangerous as a business consultant, very much more sought after by my clients.

Anitha Cadambi: That’s great. You kind of beat me to my second question but let’s just expand a little bit on that. So you talked about the intersection of law and business. What do you think business folks need to know about the law? Let me put that differently, what legal skills could business folks benefit from? I think you mentioned knowing the rules of the board game – you talked about contracts – but if you could just expand a little bit on that, I think that’d be great.

Shaun Sanders: Let’s start with the big one: persuasive storytelling I think, is a big part of being an attorney. Attorneys, from your first year class until you graduate, you’re learning how to write briefs and write memos but not write your opinion. You’re taught how to create defensible arguments based on something other than your feelings so that you can convince someone
as critical as a judge, as opposing counsel, as a client – just someone who disagrees with you – trying to convince someone in an opposing viewpoint that they should shift their view. And in business that’s huge, you know. And obviously it plays a lot into marketing. But even if you’re trying to convince your board to do something like, I see a lot of business people that I run into that are really good at just describing what they want, but they’re not necessarily good at describing what they want in a way that is, again, persuasive and defensible. So that’s a huge trait that I think could carry over. The other thing, I guess, is just all the stuff we run into in business, you know, your classic issues like labor law, IP; just knowing the basics of where those potential fires are and which ones to put out first. How to prioritize risk, I think, is a big one. There’s a lot of overlap with the skill sets.

Anitha Cadambi: That’s wonderful. And let’s flip that question a little bit. What business skills do you think lawyers need to know?

Shaun Sanders: So I’ll start with a big one, like how to strategically mitigate risk instead of just running away from it. And what I mean by that is something I call the ‘Opportunity Cliff’, and the “Opportunity Cliff” is just the idea that the business world is like a green pasture and at some point there’s a cliff to nowhere. And you have all these companies, all these sheep that are grazing, and if you want to keep it safe, you stay as far away from that edge as possible. No one really knows where the edge is. They just know it’s somewhere over there. And so you have all these companies that are collected and tightened, and it makes it harder to build out your market. They’re all competing for the same customers. They’re all competing for the same resources. But you have a few companies, usually in my world it’s the startups, they’re willing to go a little bit closer to the edge, into the unknown, and the lawyers’ job is to let them know how far you can go without falling off, without becoming the next FTX, without becoming the next Enron, without becoming the next ‘insert company name’ that’s done something terrible. But with that mindset I think some attorneys set that a little bit too safe. You have some attorneys that will, their job is to advise you as best they can of where that edge is and when you might tumble off but you can get pretty close, and it’s not so much about avoiding all risk, it’s about really being able to quantify it from a business standpoint.

In our class we have a whole section and exercises on how do you quantify and define a risk from a perspective of: is it worth taking. Not to say nothing bad will happen but if something bad does happen, was it worth it happening, was it worth jumping in and having that trigger. That’s probably the biggest one. And one of the things that led me more into business consulting is that I have a high risk tolerance. But I know a lot of attorneys tend to have sort of a risk aversion and in business risk is fun, risk is part of the game.

Other things you need to understand as an attorney, you need to understand the nature of business, and what I mean by that ideally you would have had your own business or started a business or seen the workings of it. Ideally, your exposure to business isn’t just from a theoretical standpoint, because you need to be able to anticipate what your client is going to naturally be like in an ideal world. A client before every decision is going to call you up and be like: ‘Should I do this?’ That’s not how it works. And so if you’re really going to help your client from a business standpoint you need to be able to empathize with your client, understand what the natural courses of action that most business founders, or CEOs, or executives, or whoever that client is, what is that route that they generally take, so that you, as an attorney, can catch them at the right point to be like, ‘Hey I saw that you are dumping a bunch of money into R&D this year, this probably means you’re about to create a bunch of new stuff. Have you updated your employment agreements to make sure that all you have your IP is correctly captured?’ There’s these spider webs of causality that start to pop out of that one little action, and you wouldn’t know that if you didn’t know the nature of business. You wanna know that little decision is going to cause this domino effect of things, that if you catch it now you can save your client a ton of headache, but if you wait until they’re actually calling you like, ‘Oh my god, we forgot to lock down our IP and now it’s been stolen,’ that I think is big. So exposing yourself to a situation, if you don’t have that business experience, take a class, take something to expose you to those types of red flags and hints of the nature of business, and how it unfolds.

Anitha Cadambi: Yeah in the legal world we call that issue spotting right? Or in academia, we call that issue spotting.

I love that you brought up your class because I wanna talk a bit more about that. You mentioned some of the quote unquote case studies of the FTX’s and the Enron’s and ‘Insert Company’. How much of these case studies do you bring into your class? Is that the approach you use, which is like, let’s look at what’s happened in the past, let’s look at what went wrong, and then let’s devise a plan of how we can avoid some of these failures. Walk us through some of the things that you incorporate into your class, and how you teach students to maybe be a little bit more comfortable with risk.

Shaun Sanders: Yeah, we do tie in some big ones like FTX and Enron, and where it went bad, because so rarely do you have such a clear example of something wrong happening where you can dissect it and examine it. I’m also really big on, like the day before class, I go through the news and just see, is there anything new that happened? I wanna especially thank Elon Musk for contributing so much to my class, all the different things that he seems to get himself into. But we try to make it fun. We try to make it a topical cause, because, Enron, that was I don’t even know how long ago that was. Now FTX, you know it’s recent, but not recent in the tech world. That’s already kind of a Page 5 story. So we have some core columns of bad examples. And then we hook it to whatever lessons are being taught in class, whether that’s risk mitigation, or whether that’s employment law or labor law. But then I’m also always on the lookout for what’s new. What new thing is happening. In class, we have a lot of these cases. Laws we try to standardize, don’t do this specifically, because this specific thing is bad. But in the business world there are so many permutations of that. There’s so many, it’s always the same bad thing keeps happening. It is like some person found a completely new, though somewhat similar way, to cause a problem that could have otherwise been avoidable had they done something, you know, less stupid or less fraudulent. It varies and that makes class fun.

Anitha Cadambi: Yeah, it sounds like your class, and by the way students love your class, is designed to provide a toolkit of various things you need to know if you’re either in a business, running a business, operating a business, consulting a business, and so on, and so forth. You listed everything from labor and employment, IP contracts, to business organizations and corporate governance, those types of things. I’m curious to hear how folks can take this toolkit that you’re teaching them and leverage it in the real world. So let’s say, someone who understands the intersection of law and business has no desire to practice law, but wants to take this tool kit and use it in real life. What are some of the professional opportunities out there for them besides, you know what you’re doing consulting?

Shaun Sanders: I would say start with what makes you happy. What do you like? What do you want to do with what you know? It sounds kind of high level but I guess that’s because it’s applicable to a lot. Let’s say you wanted to be an artist, like you just want to be a painter or create content on Tiktok. Our class covers copyrights and IP and how you can actually own what it is that you own. For example, how do you make sure that this intangible asset that you’ve created is a revenue generator for you. So we cover stuff like that. If you want to run a company obviously we cover things like, the first week of class is all about the basics of accounting. Accounting is the DNA of a business. Whether or not a business is going to survive or not will be found in those numbers. So we cover, how do you run a company? How do you navigate operational liabilities? How do you navigate those labor laws? We help to cover a lot of how to prioritize different business problems from a legal lens, so that when you’re out there in the wild, you can get a sense of, you know, which are the biggest fires, and what ways to put them out. In my opinion, the purpose of school is trying to build that muscle memory. So when you are confronted with a problem your options are Google, Chat GPT, or hopefully remembering, ‘Oh, I should approach it from this way, these are the tools from our negotiations segment..these are the tools that helped me take an abstract problem and define it within parameters that then allow me to make a decision.’ I feel like the toolkit you get in this class is meant to help you quickly qualify a problem, an abstract problem, in a way that you know how to address it. How to take a step towards a solution is what we like to cover. I’ve had some students in class that have been able to leverage what they’ve learned. We had one student a couple of years ago who was in the middle of a negotiation, and felt like they had no leverage whatsoever. They felt like they were basically at the mercy of the other party in negotiating this big contract at their job. And we stayed after class, we talked through it. I had to talk him through it like, look you’re in a position where the contracts you have in place or whatnot appear to be able to do whatever you want to do. What you’re really nervous about is whether the other party might want to willingly participate or want to negotiate in good faith and you can use that leverage to say, ‘Look I want to work with you, I want to make this work, I want to make the numbers work, I want us to be happy, but at the end of the day if we can’t come to an agreement we’re gonna hit go on this.’ And it changed his whole perspective on it. It was wonderful being able to see him go from a sense of I’m just gonna have to take whatever they give me to like, no I get to define the outcome in this relationship. So anyway a lot of real world, how do you deal with business, and business is pretty abstract so how do we standardize it in a way that’s approachable and more structured.

Anitha Cadambi: Right, so giving them a framework that can be applied anywhere. One of the things I love about our MSL program is that it’s extremely practical, like you just described. These students are literally taking what they’re learning today in the classroom and applying it tomorrow in their jobs. And that’s the ROI, as they say, from the degree. So my final question for you: why do you enjoy teaching? I know you’re a very passionate educator, I can tell from just this conversation that you really enjoy it. So what about teaching do you love?

Shaun Sanders: I believe most people are passionate about learning. I believe that 99% and I base that on in a former life, I did infographics and created really boring data. I’d be given very boring data sets and my job was to make them interesting, make them visual, make them something that people would share. And I’d have these really dry, boring data sets but they’d go viral online. You’d get like 300,000 people sharing this data that they otherwise would have never acknowledged, never cared about, never talked about. And so I feel like most people are passionate about learning but most information is not available in a way that stirs up that passion. I like making learning more accessible. I like finding ways to to stir up that passion and get them interested I mean, if I want to get my soapbox moment, if you accept the reality that our brains haven’t evolved much in the past 200,000 years since our ancestors collected rocks in caves, then everything we have today is a product of this relay race of education, this relay race of one group of people learn something neat, and then they pass that torch to the next generation and the next generation. And so, being able to participate in that relay race, being able to take all of the weird experiences I’ve had, the failures I’ve had, the successes I’ve had, the milestones that I’ve accomplished, the businesses that have failed, the fires that have started. Being able to take all of that and put it into use, and then be able to pass that torch to a bunch of people that are interested in participating in that relay race — that’s special. That’s something that is just a lot of fun. It makes it feel like it was all worth it, all those experiences are worth it when you can pass it on to someone else who can now use that knowledge to then do something, build something, have a good life.

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