How to Divorce-Proof Your Startup

Sean Weisbrot: Welcome back to another episode of the We Live to Build podcast. Every entrepreneur has to make many legal decisions, often without solid access to advice around what their best options are. Many times, we make decisions early on in our experience as an entrepreneur that can come back to haunt us 5 or 10 years later, maybe even longer. There's so many things that we have to do and think about and plan for, and it's important that the lawyer you work with is one who can be honest with you and tell you what you need to hear, not what you want to hear.

Sean Weisbrot: And that's why I invited Cassady Toles. He's a very straight-shooting lawyer based in California, who has experience working with clients in national and global level. And in this heavily focused episode on legal issues, we covered topics that were very important, like, what is the best strategy when starting a company, how to know where to incorporate, how to protect co-founder relationships, how to handle marital divorce, whether it's your own or one of your partners. When should you prepare a shareholder agreement and what should it look like? What are classes of shares? What are NDAs and are they actually useful? And what is an employee agreement and an employee share option plan look like? So, thank you to Cassady and I hope you enjoy the show.

Sean Weisbrot: What it is you do that makes you the right person to talk about start-ups and corporations, different agreements, and things like that?

Cassady Toles: So, I actually operate a small firm in Silicon Valley, although I have clients all up and down the West Coast, as well as in a couple of other countries and a couple of other states, mostly startups, mostly small businesses, although doing a smattering of other things. My practice is almost entirely transactional. I do a lot of incorporations.

Cassady Toles: I do a lot of transactional work, transactional work. I mean everything that's not litigation. So, I draft contracts, I draft policies, I sit down with people and talk about their compliance issues. I do everything that in-house counsel would do. But usually for companies that are not ready to hire in-house counsel yet.

Sean Weisbrot: Okay. Thank you for the introduction. So, let's talk about the best strategy for starting a company.

Cassady Toles: If your eventual goal is to go public. And almost every tech company in a startup is eventually to go public, at some point you're going to need to be a C Corp. And if you're going to go public and do an IPO, you're going to need to be a C Corp incorporated in Delaware. Because for IPOs, almost everyone wants to buy shares in an IPO incorporated in Delaware. The reason for this is because once upon a time, you can only do all of the things you wanted to do with being able to issue protective things and avoid hostile takeovers and all of those things.

Cassady Toles: If you were in a company incorporated in Delaware these days, almost everywhere has equally permissive corporate codes. And so, all you get as an advantage of incorporating Delaware is the fact you have to hire a corporate attorney in Delaware, and they charge four times what everyone else does because a license to practice in Delaware is a license to print money. But everybody wants that. If you're working with certain kinds of venture capitalists, they're going to want that. That's going to be something you need eventually.

Cassady Toles: Most startups are not operating in Delaware. Being incorporated in a state other than the one you operate in means you have to pay taxes there as well as in the state you're in. An early-stage startup frequently can't afford that cost, and I don't recommend incorporating in Delaware from day one. It's a capital expense that you don't necessarily need to operate on. It's one you don't can't necessarily afford.

Cassady Toles: For a lot of startups, you don't necessarily need to incorporate as a C Corp. S Corps are a type of smaller corporation, and their whole purpose is that you can avoid some corporate formalities, but you have a smaller number of maximum-size investors. And the advantage there is you can avoid some corporate formalities if you do certain things in your bylaws. So, you don't necessarily have to do the types of formal corporate meetings and those sorts of things that you have to do with the C Corp. The downside is you're not going to be able to issue stock to all your employees early on.

Cassady Toles: Now they're workarounds for that. I just recently wrote a phantom stock plan for a company that's an S Corp and wanted to be able to issue shares to people before it became a C Corp. And there are ways you can do that, but you can issue real equity. And that's a limitation. A lot of people, when they first incorporate, incorporate as an LLC. An LLC is the simplest of the various things. The downside of an LLC is that it's the simplest. You don't have quite so much protection. And the way taxes work is slightly different. It's taxes pay at its point when they pass through to you in terms of the tax angle, you talk to a tax person for that. Exactly how those work. Exactly. If those is a good thing.

Sean Weisbrot: It is very common for a company to be founded by two or more people. How can you make sure to have a fair structure around co-founders so that nobody feels hurt later on?

Cassady Toles: It is really important when you found a company to have a well-put-together and clearly written operating agreement and that operating agreement you really want to have written by an attorney for a couple of reasons. One is that an attorney will ask you the questions you won't have thought to ask yourself, and that will help get you towards those equity issues and will help get you towards the what happens in the weird situation you think of. But the other thing is, lawsuits almost never happen over a company being successful.

Cassady Toles: Now, there are exceptions. There was a lawsuit that happened because Facebook was successful, but that also happened because one of the founders did the other founder wrong. Usually, if you have two people who honestly have the other one's interests at heart, disputes are going to happen. Everybody's making money. You'll figure out a way to make it work. The point you have real issues is when something goes wrong, when the company stops making money, when the company fails commercially, and that's when things go bad. And if things aren't clearly delineated, what happens then there will be a lawsuit, and that lawsuit will be incredibly personal.

Cassady Toles: That lawsuit will be worse than any divorce you've ever seen happen because you're going to have two people who've built this thing together. And it failed, and it failed miserably, and they made no plans for what happened. And they're suddenly blaming each other and they're suing. And the lawsuit becomes about a whole bunch of things that are not just the failure of the business, and the operating agreement needs to incorporate those things. And if you don't bring a lawyer in, you almost never are going to consider what happens when the company fails. Only what happens if the company succeeds.

Sean Weisbrot: Can you speak to maybe a few specific things that people might think about? Because maybe they go to a lawyer and maybe that lawyer is not very good. And so maybe this can help them discern if the lawyer actually knows what they're doing.

Cassady Toles: One of the things that happens is if you are founding an LLC, an LLC that's been around for three years in most states. Is an asset. Who owns the LLC? When the company goes under, because frequently with a startup, that may be the only thing you have that is worth anything after three years. And the reason the LLC is worth something is because the LLC will have a credit rating. And when you first open a restaurant as an LLC, nobody is going to sell you anything on credit. You don't have a credit rating.

Cassady Toles: You're going to have to have cash on delivery for everything you get. But if I want to open a restaurant and I can buy your dead start-ups LLC and you guys just went under because you were negative cash flow, but you basically had all your bills paid and you went under because you were negative cash flow. That may very well be something that's very attractive to me, because I won't have to pay everybody who brings sausage into my restaurant.

Cassady Toles: The minute the sausage gets there, I can pay it 60 days later after I've sold the sausage. Does that make sense? So that's something that should be in there, but also just things like how's the debt going to divide if the place goes under, if the lawyer doesn't ask you what happens when the place fails, walk out the door and find a new transactional attorney to write your agreement. Because if that question isn't asked, your attorney is not protecting you from what really, really matters.

Sean Weisbrot: How can founders protect themselves from divorce it with their own spouse or a co-founder's divorce?

Cassady Toles: One found the company and live in a state that is not a community property state. So, start your company in Austin, not in California. Two you have a prenuptial agreement or three you include the spouses in the operating agreement. I actually think your best-case scenario is doing that. Third thing, because I got to tell you, if you are spending the kind of time that most founders spend when they're founding a business, you are talking to your spouse. You are getting ideas from your spouse. You're bouncing things off of them, even if they're never talking to your co-founder.

Cassady Toles: And so, talk to your co-founders, right? The spouses in as having a specific percentage, and you get them to sign accepting a specific percentage. Because in most states, if you do something like that, then there's not necessarily the same community property interest because you've agreed to a specific percentage contractually. And then in that case. You're covered in that way, at least in California. That's the way that would work. If you specifically agreed to divide something in a certain way, then it divides that way and not necessarily the way it would contractually. And those are the three ways to do it.

Sean Weisbrot: At what point should a company create a shareholder agreement? What are some things that are really important for them to think about when creating it, and how can they protect themselves? Like, how can they build in protections for themselves from investors?

Cassady Toles: I think you create a shareholder agreement the first time you sell equity to someone who is not an actual operator. If, for example, I bring on a venture capitalist, there should be an agreement with that person where there's a shareholder agreement with them, even if there's one of them, or if I'm selling interest to a family member, or if I'm bringing in some investors who I'm at a bar. Once you bring in investors, there should be an agreement that tells them what their powers are, how much say they have, and how that say works. And you do that frankly if only to limit the control of investors and limit their ability to sue you.

Sean Weisbrot: Now, I remember when I was going through my shareholder agreement with my lawyer, he told me that some things should be in the Constitution. And then doubled up in the shareholder agreement. And something should not be in the Constitution and only be in the shareholder agreement. Can you speak to that?

Cassady Toles: There's the shareholder agreement, which is a contract, and then there's your policies and procedures or your constitution or your bylaws or whatever you call them, the set of rules by which you operate, which are something else, which is a living document which can be amended. And that second document is always attached to the shareholder agreement, whatever its most updated version is. And what needs to be in the shareholder agreement are the things that are absolutely not going to change. And what needs to be in the living document are the rules, as they exist as clearly as much as possible.

Cassady Toles: You know, the things you want to protect yourself are probably going to be in the contract, but most of the actual rules about day-to-day operations are going to be in the Constitution, as you put it, how people vote is always going to be in the Constitution and bylaws. The fact that shareholders will get a vote proportion to their investment might be in the shareholder agreement because you're guaranteeing that they have voting shares, or if they don't have voting shares, that would be in the contractual agreement.

Sean Weisbrot: I've heard of several companies' founders using something called series FF shares, founders fund shares. Have you heard of this?

Cassady Toles: Yes and no. I'm going to have to first explain what classes of shares are. Once upon a time, corporations just had shares of stock and all shares were equal. Nowadays, almost every corporation has multiple classes of shares, and usually a class shares vote and no other classes vote. And usually what you get for B-class shares is a guaranteed dividend. But you don't get that with A-class shares. What you get is voting power, and that's usually the difference between those two. Or rather, B-class shares are guaranteed dividends. If dividends are paid and they're not guaranteed a vote, a class shares only get dividend payments. If B class shares get at least.

Cassady Toles: All get a certain amount of dividends or higher, something like that. Now, what the Founders Fund shares are important about is a second issue, which is frequently founders will have their own class of shares, which is separate. They almost always have voting power. They frequently have their voting power inflated. So ,15% of equity might be guaranteed 60% of voting power, so it can guarantee control of the board. Does that make sense? And do you know what stock dilution is?

Sean Weisbrot: I know of it. But the actual calculations of how dilution works, all of that is above me.

Cassady Toles: Imagine that you belong to a company that only has one class of shares, and it only has 100 shares, and say that it's raised $1 million. We'll say it suddenly decides that it wants to raise another million dollars, and it's going to dilute the stock by issuing 50 new shares and selling those 50 shares for $1 million. It has just diluted the equity of the people who own those first 100 shares by one-half their original value, to double the value of the company. So, what they actually lost was less than half. They lost about a third of their value to make the entire company bigger.

Cassady Toles: Frequently, founders will set things up. And this is what happened in the case of that lawsuit for Facebook. Mark Zuckerberg, he had Founders Fund shares, and so his ownership didn't dilute when he brought in new money. And so, that founder got diluted along with a bunch of financial investors, and the other founder didn't get diluted. None of the early, early investors got diluted, and thus the original founder was pissed off and not very happy. And so that's what Founders Fund usually refers to, is that usually your equity is considered like founder equity. And it will be it doesn't dilute or it dilutes at that lower rate. And it always has the voting power. And it gets that sort of say on what goes on with the board.

Sean Weisbrot: Yeah. So, I want to give an actual example of this. So recently, let's say about a month or two ago, DoorDash was looking at an IPO. I don't know what happened. I didn't follow up with it, but I know that they had Founders Fund shares that did not, uh, lose voting power even after an IPO. Basically, they didn't have a sunset clause on their voting power being higher than everybody else's. A lot of analysts were really angry at the founders for this and said, don't buy into their IPO because there is no guarantee that will ever have any voting power, even if this company is public.

Sean Weisbrot: So, what I did was I got my lawyer to research it because it's not common in Singapore. So, I got him to research it and we built a Founders Fund share system for me. But with the goal that if we go public upon going public, I instantly lose half the voting power. And over the next 2 or 3 years, I basically end up going 1 to 1. So, while it's a private company, I can maintain control. Even if I own 10% of the equity, I'll still have like a very high level of control. But if we go public over time, then I'll lose it and everyone will basically have equal control.

Cassady Toles: I don't know what's happened to DoorDash since then, but I know that DoorDash basically like ended the day of its IPO, up about $16 from what it started the day at, which was not terribly, terribly impressive. Its IPO did substantially less well than, say, the WWE did when it went public, comparative to what its initial buy-in rate was. It has, to the best of my knowledge, done poorly since then.

Sean Weisbrot: I'd like to switch focus to NDAs. Maybe you could speak to their actual usefulness and defense ability.

Cassady Toles: There are defensible NDAs and indefensible NDAs. You're talking about NDAs when they have to do with things around negotiation and trade secrets, mostly, I suspect. Those are the ones that are the most defensible. There's also a use about NDAs where they come up around settling lawsuits, which is becoming less and less defensible, and there are federal laws being passed to prevent in the future. And I don't think that's what you really want to talk about. So, I'm going to skip that. One is unless you specifically go into it.

Cassady Toles: The most common use for NDAs you see these days in my practice is I want to talk to a VC, or I want to talk to a potential investor, or I want to talk to a potential business partner. I have some really interesting piece of technology. I have some really interesting business deals. I have some really interesting script. I don't want this person to go on blab about my idea to somebody, so I haven't signed an NDA before I talk to them. And so, they signed an NDA saying, I'm not going to tell anybody about this conversation that I had with you before I do. So, the second most common that I see is NDAs for employees saying, I'm not going to share any of your trade secrets. I'm not going to share any of your list of clients.

Cassady Toles: Those sorts of things, the former sorts of NDAs, sort of the business opportunity ones, tend to be pretty enforceable for a pretty long time. The latter tend to be enforceable for a limited period of time. Usually, that period of time is on the order of a couple of years, and usually depends to the extent that they're enforceable. You know, you can't deny somebody access to training that you gave them, but you may be able to deny them the ability to tell somebody exactly how a product is designed or that sort of a thing.

Sean Weisbrot: I've heard that more increasingly, investors are refusing to sign NDAs before they are willing to do like a letter of intent.

Cassady Toles: It doesn't shock me that that's the case, partially because when you're a venture capitalist, you're going to meet so many people. And frankly, there's only so many ideas out there. The thing about Silicon Valley is that you hear so many pitches and so many people looking for money, that there's a party game. We play called pitch, where two people suggest, one of them says blank for blank, and the first one has to name a tech company, and then the second one has to name a random abstract noun.

Cassady Toles: You then have like a minute to come up with the elevator pitch to venture capitalists for this thing, and then everybody votes on whether or not they would invest in it. And, you know, you go around and the goal is to get the largest number of people to invest in your pitch. And it's a great Zoom party game for what it's worth. But you hear so many of those, and the whole thing with NDAs is that I am going to hear four pitches that are substantially similar, and I don't want some Yahoo who pitched me Tinder, but for sex to try and sue me because I funded somebody else's, you know, dating website.

Cassady Toles: Let's get straight with this. Really what you pitched as a dating website with an app attached, and there's a bazillion of them out there and you think yours is really clever, but really they're all kind of the same. And so, a lot of people don't want to sign the NDAs because they don't want to get sued for something that is actually not a violation, but looks like a violation from the outside, not because they're concerned they're going to lose the lawsuit because it's expensive to defend against lawsuits.

Sean Weisbrot: Fair enough. So, let's spend the remainder of our time together talking about employee agreements and employee share option plans.

Cassady Toles: Most people don't do employment agreements in California. They're pretty actually relatively uncommon. When you do see them, they tend to be almost punishingly pro-employer, you know, giving the employee almost no rights. They are, for whatever reason, generally considered enforceable. But there are certain things, if you're going to do one, you need to sort of be cautious of. You need to remember that if you want yours to be enforceable, consider that an employee agreement is, at least in some states, likely to be considered a contract of adhesion, which is a contract where the employee doesn't really have any power to negotiate.

Cassady Toles: They can take the job and sign your contract, or they can't. If you're going to have an arbitration clause and you're in California, your arbitration has to be able to give the person the chance to get everything they would under fire. So, there can't be a limit to what their recovery is, or else your arbitration clause is unenforceable. In some states, an arbitration clause isn't enforceable because the federal government has said, basically that an arbitration clause isn't enforceable unless it can give those rights. And some states say that those rights include the right to a trial. California is not one of them somewhere. So those are things to look out for and make sure you know what your state laws are.

Cassady Toles: If you're going to force someone to follow all the rules of your employee handbook, that's definitely a contract of adhesion in California. If you want that to be enforceable, you have to at least limit your ability to amend the employee handbook, because if you can amend the employee handbook whenever you want to, it's absolutely not enforceable as a matter of law. I mean, really, if you want to do an employment agreement, you should hire an attorney. There's a lot of ways for an employment agreement to become unenforceable, and a good attorney will know them. And frankly, a good attorney can write you an employment agreement for, you know, $750,000, probably less, and theirs will be enforceable. If you really want to do employment agreements, that's worth paying someone for.

Sean Weisbrot: Okay. And what about the share option plan?

Cassady Toles: This is also something that I would pay an attorney for because they are so complicated. And you just want to make sure everything's covered, and you want to make sure that you put the right things like we were talking about. Some things belong in the plan and some things belong in the policy. And you want to make sure that things are in the right place, and you want to make sure the right things are in there, and you want to make sure that you cover all your bases. And I've worked with people that were sharp and still, all of them. I would put things in and they're like, so why is that in there? And then I'd say, well, that's in because what do you want to happen? Under this set of circumstances. We're like, oh yeah, you're right. That is a situation that needs to be covered. And I never thought about it.

Cassady Toles: And as lawyers, our job is to figure out what the risks are and what the scenarios are that you haven't. And those things happen with those kinds of plans. So, I mean, those are worth doing if you are going to do your own or try and do your own. I still recommend hiring an attorney. But what you do is you write your own, and then you give it to an attorney to look over, and you might be able to find some online that start you. But I would never do something like trust a thing like Legal Zoom for that sort of thing. I think you're too likely to end up exposed if something goes south. Now, what I will say is that when you're doing things like sort of profit-sharing agreements, you do need to consider if what you're doing is an actual stock plan or what we call a phantom stock plan.

Cassady Toles: And an actual stock plan is where you are actually selling equity in your company. And a phantom stock plan is anything else where you are giving people money based on the value of your company. And a phantom stock plan can literally be as simple as you're investing $1 million, and if my company gets a valuation of $5 million, I'm going to pay you $2 million back. If it means I have to take out a loan to do it, that can be a phantom stock plan, because it's a plan where you're paying people based on the value of your company and what its stock price would be if it had one.

Cassady Toles: Or it can be, and I've just written two very different, but two of these types of plans, something that looks very much like a stock plan but never uses the word stock, uses something else, and doesn't actually give people equity in the company, but gives them something else that either has some value based upon the company's equity or will have value based upon the company's equity, pending some circumstances that will occur later. And I'll give you two examples. I had a client, they were an S Corp. And so, they have a limited number of investors that they can have.

Cassady Toles: Their whole goal was to become successful enough that someone buys them. And when they got bought, they would become a C corp, or they would get bought for a ton of money and they would be able to pay everybody a portion of that. And so, what they did was they created this pool of units, and those units had a value, and that value was a percentage of the company's value. And whenever you got hired, you were given units. And your units aren't inherently worth anything. They vest as if they were stuck.

Cassady Toles: And when you leave, you keep your vested units, but they have absolutely no value until and unless the company goes public or sells to someone or gets acquired, at which point, whatever of those three things happens, it becomes worth a certain percentage of the company. And however, it happens, whether it's given a bunch of shares or whether it's paid out money or whatever, that percentage will be divvied up and given to people as a percentage of those units. Basically, that's what stock shares are, except that stock shares have value here and now. And those are things that are like we're not stock shares, we are absolutely not stock shares. But one day we will be.

Sean Weisbrot: What's something I haven't asked you yet that you wished I would have asked?

Cassady Toles: How should I pick a lawyer? That's the one I get asked sometimes, and I really wish more people would ask, because I think a lot of entrepreneurs pick the wrong lawyer. And I'm not saying they should all pick me, but I think a lot of them pick the wrong lawyer.

Sean Weisbrot: How should people pick a lawyer?

Cassady Toles: I'm going to start by saying, how many people do pick a lawyer? I do a lot of networking. I do a lot of speaking to people. I do a lot of sort of reaching out. Because when you're a small business person in an industry like the law, that's what you do to meet clients. The vast majority of founders I meet get referred to their lawyers through one of 2 or 3 ways. It's either another founder recommends someone who's almost always the big white shoe firm that they use, or there's relationships between these big white shoe firms and like angel and venture capitalists who they've worked with, or they Google, who represents the companies that they want to be, and almost all of them point them to one of the 5 or 6 biggest firms in America.

Cassady Toles: If you are a really successful tech company or a startup, you will need to go with one of those firms. When you are getting ready for your IPO, or when you are dealing with the deal that you finally cut with a venture capital company, and not before, because those companies are all going to charge you for figures an hour for your legal services, and early on for a startup. You cannot afford that. And I'm going to tell you a secret. They don't charge that because they're the best lawyers in the world. They charge that because their overheads are obscene, because they're all over the place, because they do a bunch of stuff and because they operate in every single legal area. And so, you're paying for them to maintain an inventory that you are not taking advantage of.

Cassady Toles: And they're paying that because if you go into the office as one of those places, they will offer you coffee and they will have a kitchen and they will have the nicest furniture and all those things, and you are not going to be able to go into that office and enjoy that hospitality for at least another 6 or 9 months. So, you're paying for a whole bunch of stuff that you can't even use. You should be doing things like calling the local bar association or reaching out through the local bar association, or looking for things like if there is a Facebook group for lawyers in the counties that you live and operate in, or asking your friends who are attorneys and say, I need a lawyer who does this sort of thing, the exact same things that you would do if you needed a gardener is how you should hire a lawyer, because you want somebody who is competent, who knows what you're doing, and frankly, you want someone who you trust and you can work with.

Cassady Toles: Because in the early stages of a company, you are going to spend when you work with a lawyer, a lot of time getting advice and working with that lawyer. And if you don't click with your lawyer, it is not going to work. You are not going to take their advice, you are not going to listen to them, and it is going to be a bad scene. You know, one of those white shoe firms, they are going to do everything they can to convince you they are the lawyers for you. And that, to me, is a part of the mark of why they are probably not the lawyers for you. I don't think a good lawyer should be a salesperson. I think a good lawyer should be an. Honest broker and should be saying, here's the deal.

Cassady Toles: I mean, I've signed clients before that walked into my door and the first thing I said is, I'm not sure if I'm the lawyer you want. This is the reality. And I've never had a case like yours. But this and this and this are the issues. And I've done these cases that are similar, and I've tried two cases that were related to this sort of set of matters. So, I understand what the law is like. And I know how these cases can go wrong. And we talked for a while and they said, you know what? You talk like me and my staff talk and I like that, and you're really honest with me. And I talk to you and I feel comfortable. Where can I sign? And I signed the client right there. But I started the conversation with, I don't think I'm the right lawyer for you and I. I'm not going to flimflam somebody.

Cassady Toles: And I think there's a lot of lawyers who will, and I don't like that a good lawyer should talk to you about their billing structure. If you have questions about billing, ask them. And a good lawyer should sit there and be absolutely transparent what they're going to tell you for what they're not going to bill you for and should tell you exactly how billing works and be totally transparent. And if they're not, especially in this kind of issue where it really is all going to be by the hour, that should be a warning sign for you as well.

Sean Weisbrot: So, the way that I found my lawyer was I asked some people in Singapore who they would recommend, and I tried to talk to all of the people they recommended, and I didn't like any of them. Um, and especially one wanted to charge me like $500 an hour. And I was like, no, no, no, no. And then I joined a Singaporean startup ecosystem, and they had a Zoom event for founders to pitch, you know, and just get feedback. And I joined and I was chosen to pitch sidekick, one of the guys who is very involved in kind of the founding of this ecosystem, even though he doesn't have a day-to-day role, this is kind of his event, and he's there every Saturday and he spends several hours on that Saturday listening to people's pitches and giving them feedback, not only legally, but also he started a company before. So, he understands the entrepreneurial experience outside of being a lawyer.

Sean Weisbrot: And I really loved how he listened to what I said about my company and then gave me advice that I thought was good and I knew that he was a lawyer. And I said, hey, he's a lawyer, he's in Singapore. That's what I need. Let me talk to him. And he was like, yeah, I'm not going to charge you by hour. I'm gonna, you know, tell you this is what it's going to cost to do. And that's how it's going to work. And like, tell me, you know, what are your troubles right now? And he listened. He didn't charge me for that time. And I just felt really great kind of connection to him. Yeah. There's just a lot of really good things. I just felt like as a person I could connect with him. So that was really important for me in finding my lawyer.

Cassady Toles: And I would say that you basically followed exactly the advice that I said, you found somebody through your community. You had a sit-down conversation with him, you found somebody you connected with, you found somebody who explained how their billing was. That billing method was basically transparent. He said, I'm going to tell you what I'm going to charge. It's going to be right because I'm going to charge you. This is what it's going to cost to do this always been right, and you found somebody who you trust. And because you trust him, you're going to take his advice. And that's absolutely what's essential the relationship. You and your attorney has to be one of trust.

Cassady Toles: If trust breaks down, that relationship needs to end regardless of all other factors. A good attorney will tell you, you know, I think our relationship of trust is breaking down, and I think you should be seeking another attorney because I don't think you trust my advice. You're not listening to it. It may very well be that you're just somebody who's like, no, I'm just a risk taker. I listen to your advice, but I'm a risk taker and I take risks. I wouldn't be taking anyone's advice. Okay, fine. That's cool. That's how it is. That's how it is. But it sounds like you found somebody that's the right person. And you did it basically through the way I suggested. That's great. I'm glad to hear it. That's perfect.