Interview: Jason Nayagam
Jason Nayagam
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Posted Thursday, April 22, 2021

Jayson Nayagam currently works as Senior Corporate Counsel at Internet Brands, a "vertically focused" internet company based in El Segundo, California. Prior to Internet Brands, Mr. Nayagam worked as a corporate and securities attorney at Indeglia & Carney, LLP. While at King Hall, he was involved in LSA, the UC Davis Sports & Entertainment Law Society, and the UC Davis California Supreme Court Clinic. He was also a tutor for Property in the Academic Success program, and a teaching assistant for Legal Research and Writing.

 

 

How did you become interested in practicing business law?

Well, I knew I was most interested in business law, generally. Sports & entertainment law was also intriguing to me, but business law was my biggest interest. I came into law school with a pretty clear focus of wanting to do business and transactional law. I didn’t really have any desire to litigate, but more power to those who do. 

I’ve always liked the aspect of the law in which you’re making deals. That’s not to say that transactional law can’t be hostile sometimes, too, but at least people are working toward a common goal. I guess transactional lawyers put together the pieces that litigators tear apart later. But I think it’s more exciting to think about things you can build: partnerships, acquisitions.. Things kind of start from this place of hope. Starting with that posture was just a more encouraging career path for me.

I also like that, as a transactional attorney, you really have to have an investment in the business. I think as a litigator you deal more with snapshots of issues that occurred in a particular part of the business, but as a transactional lawyer your relationship with the organization and what they’re doing is much more involved. For example, if my company is acquiring another company, I’ll be on every part of that deal from start to finish.

It’s also great when a colleague you were working with on an acquisition eventually gets to be on the same side as you, after the acquisition, and you get to work with them even more afterward.

What are the biggest differences between working for a firm and working in-house?

As an in-house attorney I think your role can be a lot more operational. You can be working on everything from website transitions to acquisitions. You’re more of a partner with the company and you have to wear a lot of different hats.

When hiring outside attorneys, we have to be very prescriptive about the questions we ask them because they don’t have the context of having a role in the company. So we have to narrowly tailor our questions. Really the value that an outside attorney brings is helping secure the asset that we’re dealing with, more generally.

What’s working with outside lawyers like? Are they generally easy to deal with?

They’re generally easy to deal with. You have more sympathy for lawyers in firms when you’ve worked in a firm before. I try to help them by really narrowing the issue for them so that we can reap the full benefit of their advice. But generally we have universally great outside firms that we work with, and I feel really lucky to have them on our side.

How do you get the most out of the advice you receive from outside counsel?

The best attorneys, both in-house and external, convey their advice in a simple way. Advice should be simple but never exclude detail or analysis. Remember to always arrive at a recommendation or a point. Any issue you think a lot about is going to be a grey area. But with experience you learn how to get more concise, and better understand what you can gloss over, and what you need to focus on. 

Ultimately the inhouse attorney has to communicate the advice you receive to higher management, so make it as easy as possible. You have to make a risk assessment with everything you do, especially in compliance. It’s a constant series of judgements. You don’t want to be cavalier about risks, but you want to be realistic about the risks you think will be present.

You want to have the key recommendations and probabilities to the extent that’s possible.

What’s your advice on how to work well with c-level executives within a company? How can one be an effective partner with them?

It's a skill you learn overtime, but it’s all about distilling information. Pull out what the exact question or issue is, and provide analysis for your recommendation. 

Also, it’s important to be solution-oriented. Don’t just say, “no, we can’t do that,” unless it’s clearly the answer. Always present alternatives that can get them to where they want to be, or as close to where they want to be as possible. Or at least a favorable position.

How has your work evolved after being made senior corporate counsel? 

As you get promoted, you just have more ownership over various issues. You also end up having more contact with management and become more involved in decision making. Input from junior in-house counsel usually gets filtered through higher-ranking counsel prior to reaching management. But I do feel like in-house work is a lot more “flat” and less hierarchical. You move forward by taking on more responsibility and being trusted more, as opposed to having that stuff given to you based on title, if that makes sense.

What kinds of legal issues and topics do you regularly deal with as an attorney for internet brands?

I would say that my job has a lot of breadth. I could be dealing with compliance issues, corporate development, or M&A work. But a big part of what I do is just whatever comes across my desk. I think my job is a bit unique in that way. You just kind of have to be ready to deal with whatever comes at you. It’s a lot of issue spotting. You also have to understand when it’s time to ask for outside help. For specialty areas or areas of very high risk, it may be difficult for us to reach a definitive answer, and that’s when we would need to pull in outside counsel.

Has the California Consumer Privacy Act changed your work at all? Has that been a hurdle for attorneys in the digital marketing industry?

I think it has. Privacy and compliance, in general, are big topics for any attorney working in the digital marketing space. You also have to think about how certain laws affect the businesses that are the clients of the organization. How does legislation affect the trucking company? The restaurant? You may have to think about how it affects everyone to be an effective partner. 

Any advice to law students looking to gain practical experience and training while in school?

This is always a tough question in this market, but if you can, gain experience at a startup that needs legal help. Getting that kind of practical in house experience is super important. You’ll never get experience that’s 100% on-point as you move from one opportunity to another, but if you can get some practice giving legal analysis in a concise way that’s addressing the specific question that the team has, that’s great. 

Whether you’re going to be an in-house attorney or an attorney at a firm, or one in government, practicing that skill of distilling research and analysis into something that can be understood by people that don’t have a legal background is super important.So take every chance to practice giving analysis. 

Also, be candid about the direction you want to go with your work. When you start working on something, you may enjoy it, but you may not. Other times you may be interested in working on a particular type of issue. Whatever it is, just be candid with your employer and try the best you can in whatever you end up doing. I think that perspective will take you a long way. If you come across as thoughtful of what you’re trying to get out of an experience, people will remember that, and they may put you on their radar when they’re looking for someone they can count on.