Canadian Lawyer

about 10 years. In 2003, Trinh decided to go to law school. She graduated in 2006 just as the medical device company was being incorporated. Taking Verisante public was something Braun was working on part time while still building his law practice. "I think if I was a lawyer with partners it wouldn't have been as easy to do this sort of thing," he says. He incorporated Verisante so he could apply for a grant from the Ontario Centres of Excellence. "We wanted to get a grant to get a spectrometer to do research at the University of Waterloo and to do imaging of skin cancer using light waves that bounce off the tissue and produce biochemical analysis of the tissue," he explains. The business soon grew and they opened an office in Waterloo. In 2010, Braun and Trinh obtained the rights to the technology from the BC Cancer Agency, which had tested it on 1,000 patients at Vancouver General Hospital. Just prior to that, they had done an initial public offering on the TSX Venture exchange. "At that point we decided we were going to do this full time and we wound up the law firm," he says. Since March 2010, Braun has been the full-time CEO and Trinh the full-time in-house counsel for Verisante. They both say all the experience they gained in their law practice has helped prepare them to head up the company, especially in the complicated world of high-tech and in all of the aspects of taking a company public. "When we practised law we were business securities lawyers and all of our clients were high-tech start up companies," says Braun. "One was a medical device company and so we had a number of years of experience taking these companies public and doing financing transactions for them." Braun also always knew he wanted to have a career in business. After graduating from law school at the University of British Columbia in 1991, he went to the University of San Francisco to obtain an LLM, studying intellectual property and technology licensing as well as U.S. securities law. He also became a member of the State Bar of California and the American Bar Association. He articled at Venture Law Corp. in Vancouver, where he says he "did everything" because it was a small firm. He set up his own law firm soon after finishing his articles and within six months was billing $20,000 a month. "Some people are just more entrepreneurial than others," he says. "So it was just always something I wanted to do — start up my own high-tech company with the goal to take it public on the NASDAQ." He knew though that the world of startups wasn't the same Wild West environment it once was. Since the stock market crash in 2008, getting investors to put money into a new company is 10-times harder, he says. He was in university during the tech boom when times were better. "People were going from rags to riches at companies that were really pretty thin excuses for companies," he says. "You just had to have dot-com at the end of your name and your stock went up to $20 a share." The opportunity with Verisante came about when one of the directors of a medical device company Braun represented approached him and pitched him the idea of heading up the company. "It was an interesting new technology that could be used to diagnose cancer and other diseases. I just thought it was very intriguing — the idea of being able to image cancer. If you looked at it with the right wavelength of light you could actually see it — thought it was a fantastic idea," he says. The client was an engineer and suggested Braun hire him as an engineering consultant and become a co-founder — that's exactly what they did. They managed to raise $1.7 million before the company went public and it was on the assurance they gave everyone involved they were going to go public as soon as they qualified for the TSX Venture Exchange listing and be able to sell their stock. "They trusted me to do that because I was a lawyer and owned my own law firm and had the experience taking other companies public," says Braun. Once the company was created Trinh came on as general counsel. "Becoming an in-house counsel right out of law school is a little overwhelming," she admits. "But there's definitely a huge learning experience when you have that kind of opportunity and to not take it would have been crazy. As a small start up there are so few people everyone does everything anyway. It was a great learning experience — jumping in for trial by fire was really helpful." During law school, Trinh moonlighted for Braun & Co. when she had time. Because of the contribution she had made to the firm she was kept on full salary while she went to school, working when she wasn't studying or writing exams. She took over as CFO in late 2010 and remains general counsel of the company. Both say all the experience they got when representing public companies really helped with their own venture. Braun is anticipating they will get more offers to turn around other companies. "There aren't that many people who do what we do," he says. "In terms of running a public company being a lawyer helps so much," says Trinh. "Having the background and knowledge of how to look up regulations, knowing the law, and what requirements you have to have — I can see why so many companies spend so much money on legal fees." While they send out some of the intellectual property work the company needs done to external counsel, Braun says they handle most of the legal work for the company and can turn things around pretty quickly. "If someone sends me a nondisclosure agreement I don't have to send it out to a lawyer — or any contract for that matter," he says. Looking back, Trinh says she "would have been crazy" to pass up the opportunity to go in-house right away rather than to go work for a big law firm. "A law degree is such a good basic foundation degree where you can really broaden where you can go and what your career choices are — it's not just about going to work for a typical big firm." Braun says the decision to wind down his law firm and start a company wasn't so much about pursuing an alternative career path but a natural evolution in the growth of both his and Trinh's careers. "I was starting to get bored of the routine — I pretty much mastered what I had been doing. I had the firm for about 10 years and was really ready for a change. I wouldn't say this is easier or less stress or pressure — what's less stressful is it's different and new. I would encourage other people to do it if they can. Those graduating from law school are far more intelligent than the average CEO," he says. www.CANADIAN L a w ye r m a g . c o m august 2013 23

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