

Taking Care of Business
Here are some of our founder Sharon Zachariah's insights into the real business of commercial law...
A trusted advisor
You don’t need five lawyers.
You need one who knows how start-ups work.
I hear that some founders think they need to hire a different lawyer for: contracts, data protection, platform terms, business setup, and a bit of IP.
(Is this a fact, or just a rumour?)
You don’t. You just need someone who knows how all those things connect and who will bring in other experts as needed.
My work isn’t siloed. It’s commercial, data-aware, and growth-shaped.
I don’t sell pre-packed services, I don’t sell templates.
I listen. I learn. I help.
Clarity versus confusion
After the credit crunch, I spent several months in a team reviewing documents behind certain failed transactions.
What struck me was not fraud or deliberate wrongdoing, but confusion. This is all old news now, but at the time, it was eye-opening.
People were trading funds they could not explain and didn’t fully understand. They had elaborate names but very little substance. Nobody seemed able to say what they actually contained.
However, meetings carried on and transactions proceeded.
If someone had been willing to stop the discussion and ask, “What exactly is in this box?”, the crisis might have unfolded differently.
That lesson has stayed with me. I will always be the person who asks the apparently obvious question.
Clarity in the moment is far less costly than catastrophe later.
Fixing for good
A lot of my work comes from long-established businesses looking for a fix.
Yes, even the tough guys need support.
They call me in for their contract, but what I often do is spot the real gaps hiding in the background.
Things like:
→ Unclear deliverables (on both sides)
→ No central record of what’s been signed
→ No real grasp of risk, or how to manage it
These aren’t just legal issues; they’re operational ones. They bleed time, money, and goodwill — quietly and consistently.
So what do I do? I don’t suggest the fanciest fix, I look for the fastest, most practical win.
Something that makes things better right now – not in six months. If more needs doing, we’ll talk… but I’ll never suggest spend for the sake of it.
My advice to anyone working with a lawyer (especially one like me!) is simple: Be upfront. Put your cards on the table.
That’s when we stop gambling — and start planning.
Fractional General Counsel
Some organisations are large enough to need a general counsel, but not large enough to justify a full-time hire.
So what should they do? Well, they should opt for a fractional general counsel.
The phrase “fractional general counsel” sounds like jargon. The reality is far simpler.
In my fractional GC work, I attend meetings to:
→ guide risk management and commercial matters;
→ highlight any issues that can be worked out before the fact;
→ suggest solutions when progress is blocked by various hurdles.
Outside those meetings, I read and review contracts, guide end-to-end contract management, and help businesses comply with data privacy laws (and remain compliant!).
In short, I help to keep things running smoothly - and provide the benefits of an embedded GC without the cost of a salary.
It means having a trusted lawyer who understands your business and can be called upon when required.
When everything is going great, no one cares about the contract.
Start-ups often ask me when they should bring in legal.
My answer:
Before you think you need it.
When everything is going great, no one cares about the contract.
But when someone misses a deadline, is not able to deliver what you want (but did not set out), or claims they own your IP… suddenly that contract is everything.
(“Sh*t, we don’t have a contract!”)
(Or: “Sh*t, that contract we borrowed from our previous gig makes zero sense, what is this @#%🗑!?”)
Founders often think trust is enough, and that a contract might not be necessary. But when expectations aren’t written down, or the contact person you knew so well leaves the business...
expectations get blurry
deliverables drift,
and agreed deadlines are in that contact’s dead inbox.
Legal isn’t there to police good faith. It’s there to protect it - and to step in when good faith isn’t enough. (Although: did you know that good faith can be an enforceable contractual obligation?!)
When you don’t write down the terms of your contract, you have to scramble around for that proverbial napkin on which you sketched out some ideas together.
I like contracts. No, really. They’re not paperwork - they’re how deals actually work.
A lot of people see contracts as admin. I see them as the machine room.
That’s where the cogs turn. Where the commercial logic lives. Where the deal either holds up or quietly falls apart.
As I said on a recent podcast interview with Career Sistas:
“I’m one of those weird people who really like working with contracts. Because for me, they’re deals. The paperwork for how a deal is going to work.”
And that’s the bit I care about - making the deal work.
Which means identifying:
→ Who does what (you think this one is obvious? It is NOT!)
→ What happens if it goes wrong
→ What risks you’re actually taking on
If you’re scaling, those details aren’t boring. They’re the difference between a good client relationship…
and a dispute.
Maybe that perspective comes from starting in law a little later – when you’ve changed careers entirely, you don’t take the fundamentals for granted.Is that reassuring, when your business is at stake?
Can legal sign-off keep pace with your business?
Fast-growingFast-growing companies can’t afford to wait weeks for legal sign-off.
In-house, I learned a simple rule: if you raise a risk, you also propose a way through it. That habit has stayed with me.
And it’s the difference between proactive legal guidance and reactive damage-control.
As a fractional general counsel, this is still my approach – I flag gaps before they turn into expensive disputes.
Yes, you do want that NDA.
Yes, that risk can be mitigated in XYZ manner.
Before you start project A, please consider risk B.
(You get my drift.)
Plus, I make sure you are promising things you can actually deliver, build in clear termination rights, and keep liability caps realistic.
That way, your insurance and your balance sheet can cope if things go wrong.
Prevention is better than cure.
And far less costly.
companies can’t afford to wait weeks for legal sign-off.
In-house, I learned a simple rule: if you raise a risk, you also propose a way through it. That habit has stayed with me.
And it’s the difference between proactive legal guidance and reactive damage-control.
As a fractional general counsel, this is still my approach – I flag gaps before they turn into expensive disputes.
Yes, you do want that NDA.
Yes, that risk can be mitigated in XYZ manner.
Before you start project A, please consider risk B.
(You get my drift.)
Plus, I make sure you are promising things you can actually deliver, build in clear termination rights, and keep liability caps realistic.
That way, your insurance and your balance sheet can cope if things go wrong.
Prevention is better than cure.
And far less costly.
Start-ups and Scale-ups
I’ve worked with some of the world’s biggest names, on different sides of different tables. Even at that level, mistakes happen.
Misunderstood scopes, gaps in data sharing compliance - stuff you’d never expect them to have missed.
The difference is that those companies have full legal teams to mop it up.
Start-ups don’t.
So when I work with founders, I help them build like a big company - without the bureaucracy.
That means things like:
→ Terms of service that actually match what you do
→ Clear ownership of intellectual property from day one
→ Data protection policies that won’t fall apart at the first audit
In short, I’m here to help you scale with confidence.
I’ve learned from big brands that process matters. So does documentation. So does task ownership.
I will negotiate your contracts - and I will help you to comply with them.
The nice thing is - you don’t need to hire five in-house lawyers to get it right.
You just need one who knows how to spot the blind spots.
I am a very practical sort of lawyer, and I have seen how the big players play.
Give me a shout, and I will help.
My truth
When I lived in Germany, a philosophy student introduced me to a word that has stayed with me ever since: Sendungsbewusstsein.
It translates loosely as “awareness of what you are broadcasting”, although Collins says it is a “sense of mission” and Langenscheidt agrees.
The idea (as I perceive it) is that, whenever you speak – in a meeting, in a negotiation, even in a casual conversation – you are broadcasting something. Your beliefs, your position, your politics.
Whether people agree with you or not, they will register what you stand for.
I am not nervous when I speak in public or to a new client because I try to say what I mean, and stick to facts I can corroborate.
You might perceive this as “personal brand” or authenticity. One way or another, it is certainly easier to be the same person at all times, and to stand behind things you have said before if you stay aligned - with yourself.
You cannot control whether people buy into your message. You can control what you broadcast.
That is Sendungsbewusstsein, to me. A useful word, and an even more useful practice.
Perhaps commerce and collaboration can bring back some world peace. Let's all broadcast that!
Problem-solving
General counsels often get a bad reputation – some say they are too slow, too negative, too quick to say no.
I am not sure where the perception comes from. Do some lawyers hand back problems without solutions?
That is not how I was trained, and not how I work.
If I raise a risk, I pair it with a proposal. Here is the issue, and here is how we could address it. That way, the conversation moves forward.
Legal should not be about saying no. It should be about enabling business more safely, clearly, and without unnecessary delay.
As a lawyer with her own business, I know that risk is inevitable. Choose the right risks, and mitigate responsibly.
Do people really think lawyers slow things down?
I see contracts as the machine room. That’s where the cogs turn and where the commercial logic lives.
It’s where you find out if the deal actually works.
When that machine room is in order, leaders make faster decisions. They know what’s agreed, what’s at risk, and what happens if things wobble.
If you want to move quickly in business, look at the legal risks early.
Clarity is the best policy
If a client leaves with a beautifully written memo but no idea what to do next, I’ve failed them.
That’s how I see it.
Now, a lawyer has to sound intelligent for you to trust them, but my job is to make things work better for you: save money, save drama, offer peace of mind. Right?
Surely the purpose of giving legal advice is to keep it clear and actionable.
I prefer to give short, clear guidance that helps someone decide what to do on Monday morning.
The need for sound guidance
I’ve been in boardrooms where no one wants to speak.
They're there to offer guidance but don't feel comfortable giving an opinion.
Is it an unspoken rule: don’t rock the boat, don’t be the one who says the uncomfortable thing? When in doubt, don't speak at all?
Whatever its cause, silence doesn’t make risks disappear, and it doesn't help leadership make decisions.
It just lets risks grow quietly in the corner until they become impossible to ignore. And it makes leaders feel alone with their responsibilities.
Me, I like a good conversation where everyone leaves feeling heard and understood. A good meeting is one that starts with an agenda and ends with outcomes.
Don't hire a board and then end up alone with the big decisions!
The price is right
Businesses love a bargain. Hey – I understand! I love a bargain.
I do understand the temptation to download a free NDA, copy a friend’s terms, promise yourself you’ll sort it out properly later……
“Later” always costs more money.
That’s the false economy of any work done without proper care, for that matter. Think about someone doing your job, but badly.
So it’s like buying jeans..
Buy the pair that looks and feels great, and is possibly a leedle bit more pricey. Not high end, mind. There's a point at which spending more money does not give you more quality.
Gravitas
When you walk into a room or participate in a meeting, do you think your audience has certain expectations, based on the person they “see”?
I do. And part of the fun is that people don't know what to expect.
I would describe myself as an unapologetic (although I have lived here long enough to say a polite quota of “sorry"s for no good reason) middle-aged Indian woman with a hipster hairstyle and good eye contact, and a twinkle in my eye (most days). What is one to expect?
I have been in boardrooms where everyone around the table is clearly thinking the same thing, yet nobody wants to be the one to voice it.
There is a culture of not wanting to rock the boat.
The trouble is, silence does not make a risk disappear. Nor the iceberg. Nor the credit crunch.
If something matters to the company, I will raise it. Calmly. Clearly. Because that is what I am there to do.
Gravitas is about knowledge, competence and confidence, and not a demographic, or a hairstyle, or an absent sense of humour (thankfully).
You can solve many business issues if you are willing to look them in the eye.