Victoria Wong, an alumna of King Hall and former member of the UC Davis Business Law Journal, currently serves as the Associate General Counsel and Corporate & Head of Commercial at Coinbase. Her practices span a range of areas, primarily including M&A, governance matters and ventures investments. Before joining Coinbase, she was a corporate associate at Fenwick & West and specialized as an M&A attorney for technology companies.

Can you tell us about your practice experience at Fenwick & West? How did you start there and what was your primary practice focused on? 

I was at Fenwick & West, a tech-focused Silicon Valley law firm, in its Mountain View and San Francisco offices for almost seven years. I was a corporate associate in the corporate practice group. At Fenwick, the way that work is assigned is essentially a free market system, which means that associates are able to pick and choose their practice area and expertise. For corporate associates, you had the option to pursue one or all of the following: start-up company-side representation ranging from early-stage private to large, mature public companies, VC investment work, mergers and acquisitions, public company reporting work, or  employee benefits and compensation. My first few years at Fenwick, I was a corporate generalist. I wanted to try everything because coming out of law school, you don’t know what you don’t know. You want to be able to try as much as you can so that you get a good sense of what you want to specialize in, and what you want to focus on over the duration of your career. For the first three or four years, I tried to mix different corporate practice areas and then toward the end, I really leaned toward mergers and acquisitions. I was primarily an M&A attorney for tech companies of all stages, which is basically advising on buying and selling companies or assets, which involves structuring transactions and negotiating those types of deals. 

I started at Fenwick through the traditional OCI (on-campus interview) process at UC Davis. I interviewed with a number of law firms and ended up choosing Fenwick primarily based on the people. I really thought I would enjoy my time there and get really good training, and that proved to be true. I’m really glad that my law firm experience started at Fenwick and they have really strong ties to UC Davis Law School as well. 

Can you introduce your current company Coinbase to us and describe your day-to-day practice there? 

Coinbase is a US publicly traded company and cryptocurrency exchange that serves as a platform for retail and institutional customers to buy and sell cryptocurrencies, such as Bitcoin and Ethereum, as well as derivatives of those assets, like perpetual futures and various types of investment contracts. Coinbase facilitates and earns revenue on these transactions and a variety of other crypto products.

I am a corporate attorney at Coinbase and our corporate team primarily focuses on four vectors, which includes public company reporting, mergers and acquisitions, ventures investments and governance matters. On governance, for example, we have a global board of directors that provides oversight over the company and management, and we also manage our global subsidiaries all over the world. As a public company, we also have to make disclosures to the market and file periodic reports with the U.S. Securities and Exchange Commission. We also do a number of ventures investments in the cryptocurrency space. Coinbase has a highly active investment arm and is highly involved in many industries that are adjacent to crypto or might be helpful to the business or people that our business teams want to work with and learn from. And finally, there is mergers and acquisitions work, which is generally buying companies or acquiring assets or talent. I primarily focus on M&A, governance matters and ventures investments. 

You’re actually catching me at an interesting time because my day-to-day practice and overall role is actually changing at Coinbase. As of last week, I’m transitioning away from the corporate team and will be leading the Coinbase commercial legal team. The commercial team primarily does business and strategic partnerships, joint ventures, procurement and other strategic transactions, which is very different than the types of transactions I described on the M&A side or ventures investments. It’ll be a new adventure for me as I get up to speed in this new role. The day-to-day changes frequently, but often involves counseling our internal clients, as we have business clients across the business organization. On the M&A side, that’s our corporate development team. They’re the ones that are scoping transactions, looking to build relationships with these different companies that might be additive or beneficial to our portfolio or product offerings. On the on the business development side, we serve a business development team that is scoping partnerships and more joint venture type deals. 

What factors did you consider the most when deciding to pursue the in-house position and what ultimately led you to choose Coinbase? 

I think as folks go through like a law firm path, there are different inflection points or natural points of curiosity, where you might wonder, “Am I going to stick it out on the law firm path and try to make partner? Or do I want to veer off of that and go do something else? Whether that’s going in-house or, leaving the law entirely to be like a businessperson, an entrepreneur or something else?” 

I really enjoyed being at a law firm. I appreciated the training, the exposure, the people, just the great variety of interesting and complex matters that I got to work on. But one thing that I really wanted to have in my toolkit as a lawyer was to be able to operate within a true business model, and not necessarily in a law firm model, which is its own unique business. I wanted to understand one particular client’s business goals and needs, having those goals personally affect me and be tied to the company and company performance in a very individual and personal way. I think one of the great benefits when you work at a law firm is the variety – you get to see so many different issues and work with many different types of clients. But at some times, working through issues as outside counsel can be kind of abstract. It becomes the client’s issue, among many clients, versus my own business issue. As an in-house lawyer and a full-time employee of a single company, you come at solving problems in a really different way. I thought this would be a good way to round out my skillset and ability to advise different types of clients, not only as external counsel but as someone operating within and influencing the business. 

What ultimately led me to Coinbase? When I was like a sixth-year transitioning toward becoming a seventh year and fairly senior associate, that’s about the time you’re about to be considered for partnership, maybe within a few years. I had been working with Coinbase directly for a number of years as a corporate client and serving as outside corporate counsel, so I had worked with and had been fairly close to the in-house legal team, so I knew the team and culture pretty well. I thought that the culture and work would be a really good fit for me, and I was very excited about the product and where cryptocurrency was going. I joined the company in 2021, which was a really a boom time and the last bull run market for crypto. Then, all of the events in the last couple of years have been a roller coaster following the big industry crash in mid 2022. But, across the industry, we’re really starting to see it pick up again. I think that’s like the excitement that you can have when you go all-in on one thing – one company, one industry. 

What are the differences and similarities between advising a company as an in-house attorney and advising a company as a firm lawyer?

When you’re advising many clients as external counsel, you’re going to try your best to tailor your advice to a particular client, but you’re not living and breathing the industry, business and operations with that client. As external counsel, it is your job to flag what the legal risks are, and to make sure that your client is knowingly accepting terms and risk, and that you’re walking them through everything very thoroughly so they fully understand that risk. But when you’re in-house, you’re part of the business, you actually often become the client vis-à-vis external counsel, and you’re the one that really needs to understand and synthesize the legal issues with a deep understanding of your company’s unique risk tolerance ad profile. As an in-house lawyer, you should be able to quickly calibrate your legal advice for your business clients in that way that because you are part of the company, and because you have these relationships with people you’ve built over time, and because you understand the business philosophy and risk appetite of your company. You’re able to tailor your advice much more specifically and in practical and operational terms, and you’re able to come up with those answers on your own, obviously with advice of outside counsel when it’s appropriate, but you should generally be able to formulate those types of hybrid legal-business judgments yourself, which is really where you can add a lot of value. 

The fundamental skill set is more or less the same between in-house and outside counsel in the sense that you’re still relying on the foundational skills that you have as a lawyer. It’s funny because people always say that law school doesn’t necessarily train you to be a lawyer, but it does train you to think like a lawyer. Then, you learn how to practice on the job, whatever your first or second role out of out of law school is. The fundamental tools that build out as a law firm lawyer are exactly the same set of tools that you would use in-house, but you would continue to build out that toolkit as I described earlier. It’s a matter of calibrating your output to the type of work product that your internal clients expect. For example, a businessperson probably doesn’t want to or have time to read a 50-page memo that you might write as a law firm associate. As in-house counsel, you’re really pressured to communicate information in a very concise and direct manner and sometimes that might mean you lose some of the nuance. But you’re delivering an answer faster that might be 90% of the way there and more than adequate to help the business make a decision, which is not necessarily the law firm model for delivering legal advice. 

Can you discuss any memorable challenges you have experienced during your legal career? 

Because I’m a transactional lawyer, I really tend to think about challenges as specific to certain deals that I’ve done. The substance of the deals might be really hard and at the same time, you might be going through an inflection point at your career where you’re also trying to step up or level up from a junior associate to a mid-level associate, or from a mid-level to a senior associate. The skill sets that you leverage are super different at each level. They build on each other, but you can’t go from 0 to 10. You have to have the foundational baseline skill set. 

I’d say one of the hardest transactions that I ever worked on while I was at Fenwick & West was when I was a mid-level associate, but given the opportunity to and expected to operate as a senior associate. That deal was the divestiture of Symantec’s enterprise business, where I represented Symantec. Symantec essentially split its company and assets in half, and sold its enterprise business to Broadcom while retaining the consumer business. This was a highly complex transaction with two major multinational corporations, both public companies, implicating a ton of different legal and business issues. Divestitures in M&A are some of the hardest transactions because, rather than buying or selling something whole, you’re separating something apart and selling pieces of it. How do you do that in a precise way when you’re working in an operating business? For example, how do you separate contracts? How do you separate employees? How do you move people over? And on top of that, you add that both of these companies are operating in many different global jurisdictions. It was a huge exercise in negotiation, and every point was very hard fought. That was a formative deal for me, super interesting to be part of and to have an active role in. I learned a lot on that deal. But that was definitely one of the more challenging ones because I was also pursuing a stretch opportunity when I was a fairly junior to be operating in a senior associate role. 

What industry changes have you seen in the companies or transactions you have worked with? 

I can talk more broadly about crypto here rather than specific companies or transactions. Crypto can be a volatile and cyclical industry. When I was in law school, it seemed like people had just started talking about crypto in the mainstream. The Satoshi White Paper, which is the white paper that came up with Bitcoin as a payment system and protocol was written in 2008. We’re now in 2024, and we’ve seen several boom and bust cycles. We’re now in the 4th cycle of crypto boom and bust. The most recent bust being the most well-publicized in middle and late 2022 with the collapse of FTX, a number of other crypto firms, and the banking crisis in Spring of 2023 affecting banks closely tied to crypto companies or providing services for them, such as Silicon Valley Bank. This latest cycle is really interesting in that there’s a lot more regulatory attention in a way that is much more pronounced given all of the big changes and regulatory failures that we’ve seen in the last two years. We’re operating in a really fascinating time because at this point, we’re expecting to see strong regulation coming down the pipe, and we’ll have to see what that is. 

In your paper Cybersecurity, Risk Management, And How Boards Can Effectively Fulfill Their Monitoring Role, published in Vol. 15, No. 2 of the UC Davis Business Law Journal, you suggested that “To prevent shareholder litigation, boards should implement best practices to enhance their cybersecurity systems, such as board education, enhanced monitoring, crisis management plans, and changes to corporate culture that prioritize cybersecurity.” Do you believe the situation is progressing toward your recommendations?

I’d say “Yes” and the specific example that I would give of is that trend is that the SEC in July of 2023 adopted rules that enhance public company disclosure around cybersecurity incidents. That was a clear recognition that this is an important type of event that happens to many companies. This came from the idea that cybersecurity incidents were being underreported, and also being inconsistently disclosed. After the SEC adopted these rules, now, if there’s a material security event, a public company has to file a Form 8-K to describe to the public about the incident, what happened, the expected impact on the company, and any material impact the incident may have on financials. Now that the rule is effective, we’re starting to see cybersecurity disclosures more and more in securities filings as companies come into compliance. Now, versus when I was in law school, if there is a major cybersecurity incident, a public company is now obligated to disclose that incident via an SEC prescribed form and following SEC disclosure rules. So, I do think that there’s a recognition that a public company’s board, management, and committees of the board really need to focus on this issue and ensure they have proper controls and monitoring in place. 

What aspects of business law or the corporate sector would you recommend law students become familiar with if they want to practice corporate law? 

Definitely take the foundational business law classes. That would include business associations, mergers and acquisitions, securities regulation, and any type of accounting or finance for lawyers classes. See if there are opportunities to take classes at the business school if it fits into your schedule. If you don’t have that type of background, such as business, finance or accounting, take any courses that can get you familiar with aspects of business that you might not necessarily understand or be familiar with. Corporate lawyers need to be able to work with financials and numbers, and have a very math skills. The classes you should take also depends on what type of businesses or industries that you expect to work with. I knew in law school that I wanted to work with tech companies and I would be going to a law firm that serves tech companies. Thinking through what could be helpful there given industry, classes come to mind such as intellectual property, trademark law, AI, privacy, and anything that could be adjacent to the industry-specific things that you would like to learn more about. 

Ultimately, my strongest recommendation for law students is just to take the classes that really interest you. You don’t necessarily have to take a prescribed course load based on  what you think is going to be your practice area, because your practice might change. Most classes will not be on point to what you’re actually doing as a lawyer on a day-to-day basis, so if you’re looking for practical experience, an externship or clinic might actually be best. Also, you should keep in mind that law school for most people is the last opportunity you will have to sit and learn for the sake of learning, and pursue the things that you’re truly interested in. One of my favorite classes, my 3L year was with Professor Angela Harris. It was “Mindfulness for Lawyers.” We learned how to be in better touch with ourselves and our feelings, and many years later, mindfulness as a movement and practice has really blown up, and can benefit lawyers in particular. I’m very glad I had early exposure to that as a 3L.

Are there any experiences for your time as a law student at UC Davis that have positively contributed to a legal career? If so, can you share these experiences and how they made an impact[VW1] ? 

The most lasting impact that I have from UC Davis is the people and the relationships that I built there, and recognizing early on the great importance of building connections and maintaining those relationships over time. My fellow law students were core to kicking off my legal career. I remember helping each other in classes and even through OCI, when many of us were competing for the same jobs. Davis is such a collegial place, and I  being able to carry part of that culture into the working world has been really great and has served me well. My first step out of UC Davis, I chose a law firm where I felt like I would have a similar collegial culture and I really loved my experience there. I’ve found that to be true at Coinbase as well.  King Hall really sets people up to be very strong, smart and able lawyers, but more importantly, good and caring people. 

The mentor relationships that I had at UC Davis still resonate through to today. Dean Afra Afsharipour is a friend and a mentor to me. I took many classes with her, including business associations, mergers and acquisitions, and business drafting, and I was also her RA. She had prior law firm experience working for many years for a major law firm. She was instrumental in helping me prepare for OCI, leveraging any relationships and connections that she had. We still stay in touch. Another example is Dean Rose Cuison-Villazor. She left King Hall a few years ago and stays closely connected to faculty and students, and just wrapped up a deanship at Rutgers. We stay in close touch and try to get together a few times a year. She pushed me very hard when I was a law student to reach for the best opportunities and to have confidence in myself and my abilities, and she still motivates me today in career growth. Having these people as part of my life and career over the years has been really amazing. 

What other advice would you offer based on your experience? 

Don’t expect your career to be a straight line. You’ll be very surprised by the zigs and the zags and the pivots that you might take. As a law student, I think all of us, for the most part, had this idea that we would go to law school as early as when we were in high school or college – for some, since childhood. So, you get good grades in college, you take the LSAT, and maybe you work for a couple of years or maybe you don’t. Then you go to law school, you crush your grades, and you have this huge opportunity to go do whatever you want. I think most law students leave law school thinking “I’m definitely going to be a judge or a law firm partner in 10 years.”  And I think that's great! It’s very important to have ambitious goals, but you should try to be open to opportunities as they come, and follow your interests and instincts, because ultimately that’s going to make for a more interesting and fulfilling professional career than trying to check boxes.