Yayoi, Shionoiri, Senior Counsel at Art.sy, Inc. d/b/a Artisy, on art law, working as a solo in-house counsel and "thinking business" in in-house practice...
Tell us a bit about Artsy.
Artsy is the digital platform for the art world. We think of ourselves as the most comprehensive digital resource for learning about and collecting art from the world’s top museums, galleries, art fairs, and auction houses. Artsy has a website as well as iPhone and iPad apps. Through these communication vehicles, viewers can view art from more than 4,000 galleries, 700 museums, 60 art fairs and select leading auction houses.
We still call ourselves a start-up, but we’re definitely growing up: we’ve had a product available to the public for more than 4 years. We’re headquartered in Chinatown, New York City, but recently created two international subsidiaries (one in Germany, one in the United Kingdom). We have approximately 150 people working for us. I am the only in-house counsel.
How did you become an art lawyer?
I refer to myself as an art lawyer because I practice at the intersection of fine art and the law. I wanted to be an art lawyer since law school because of my art history background and interest in visual material culture, but, at that time, I didn’t know whether being an art lawyer meant working for artists, museums, galleries, or auction houses, or for some other for-profit or non-profit organization. Ultimately, coming out of law school, I decided to go to a law firm.
After close to six years as a corporate lawyer, I began working for the Japanese contemporary artist Takashi Murakami. It was my first art law job and my first in-house job. There was a lot to do – and also a lot to learn. While I had practiced as a corporate associate at major law firms, working in-house was significantly different. Suddenly, my portfolio included so much more – all of the corporate law issues I’d worked on in the past, but also matters that included artwork loans, insurance, licensing, property leases, human resource issues and international jurisdictions.
Tell us about your role and responsibilities at Artsy.
I’m the sole in-house counsel at Artsy, so my role is extremely broad. I deal with everything from corporate issues (formation of subsidiaries, corporate governance, fundraising) to sponsorship and partnership agreements of all sizes and types (we are always looking for forward-thinking sponsors who want to take an active interest in collaborating on a partnership). Artsy also works on in-real-life artist commissions for activations and events in the art world, so I handle artist letter agreements, commission agreements, ownership issues, licensing, and liaising with galleries. I also deal with copyright-type issues, which are particularly interesting because Artsy is in the digital realm. Finally, there's all sorts of other regular things that come along with working in-house like human resources and stock option matters.
What does “thinking business” as an in-house counsel mean to you?
I’m blessed that I get to practice law in an area I love. I'm passionate about fine art and the art world both on a personal and professional level; I believe in the substance of Artsy’s mission and goals. I think this conviction and understanding of the subject matter is important for “thinking business”.
One of the most interesting and challenging things about being an in-house lawyer is that I have to be a generalist while also having the ability to distill very complex analytical legal concepts in a way that is useful for my internal clients. I have a huge variety of internal clients – everyone from my President and upper management, to specialists working on operationalizing online auctions for our auction house partners….which means there are a wide range of skill sets and experience levels when it comes to dealing with art, copyright and other types of legal issues. In order to be part of the solution, I need to give advice that takes into account their experience and skill set in order to get things done.
It sounds like lawyering is a crucial part of Artsy’s product development.
Yes, but it’s complicated. There is a constant tension between user experience and the best, most air-tight way to present and disseminate information online. For example: terms of use and privacy policies. On the one hand, there’s an impulse towards utilizing more terms of art and making the terms of use longer so that it covers every conceivable situation – even very remote possibilities. But I've also realized that if the terms of use are so long that nobody is going to want to scroll through it, then it’s obviously not effective (even if it could be considered a click-wrap or browse-wrap agreement). It's always a question of what's the best balance of user experience and making sure that the things we put out into the world are quality works of art but which also stand up to legal muster. There's no right or wrong answer; it's always just a very delicate and interesting calibration.
What’s the most difficult part of that calibration?
The most challenging part for me at least is trying to keep my pulse as the sole practitioner on laws and practices as they change. For example, with respect to click-wrap and browse-wrap agreements, precedents are evolving. Another example is keeping up with the ever-changing guidelines on Facebook's branded content in terms of what it means to have a company page while being transparent about sponsors who support content creation. The rules are always changing, and I need to keep up and then communicate with my product and engineering teams to see what revisions and tweaks we can make to continually improve our products.
What resources do you use to keep up things?
I rely on a combination of people and written resources. On the people side of things, I try to attend the annual museum lawyers conference which is run by ALI CLE, and I’m part of a technology companies general counsel group. In terms of written resources, I read Eric Goldman’s technology law blog, and I also read Priori’s blog – particularly your interviews with in-house people.
If you could hire anyone to join your team, who would you hire? A specialist or a generalist?
I'm currently a team of one!
Thankfully, I have an outside counsel budget, but as I try to be cost-conscious, I use outside counsel for specific areas and targeted questions. For example, German labor law because we now have a German subsidiary and Office of Foreign Assets Control matters because we work with partners around the world.
In terms of hiring in-house, I would love to be able to have another generalist on my team. All the better if that generalist has experience in an area in which I’m less experienced. For example, a corporate generalist with technology deals experience would be fantastic.
What advice would you give a lawyer thinking about moving in-house or looking forward to beginning their first in-house job?
The first step is recognizing that legal practice in a firm and being in-house are two totally different things. Working in-house is fast-paced and it can be very forward thinking. It can also make the lawyer really feel like they are part of a team that's working towards a business-oriented result. But working in-house also means getting things done really well without sufficient time or resources, which can sometimes be messy.
There are no 100% correct answers. An in-house lawyer always has to balance the true business needs against the potential risks of related decisions, and then quantify those risks for their internal client business person in a way that the business person can understand and actually helps that business person determine what direction they should take.
Successful in-house lawyers are always in the trenches like this. It’s challenging, but it's also the thing that makes in-house legal practice so fantastically exciting.
