Strategic Counsel for the AI Era.
Practical legal judgment for frontier technology companies across AI, web3, trademarks, commercial contracts, product and regulatory counseling, corporate governance, fundraising, and strategic transactions.
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What We Do
Focused legal services for companies building with AI, web3, trademarks and other frontier technologies.
AI
GenAI vendor review, data governance, model and training-data risk, and internal AI policy deployment for teams shipping AI into production.
Web3, Crypto & Blockchain
Token design and launches, protocol and DAO structuring, on-chain commercial arrangements, and regulatory triage for novel digital-asset products.
Trademarks, Copyrights & IP Protections
Trademark clearance, prosecution and enforcement, copyright strategy, IP assignments and licensing, and protection programs for brands, content, and proprietary technology.
Commercial Contracts
SaaS and enterprise agreements, vendor and services agreements, MSAs and SOWs, NDAs, licensing, data processing addenda, and complex procurement.
Product & Regulatory Counseling
Product-launch risk review, terms of service, privacy, and regulatory triage across AI, fintech, and emerging-technology products.
Entity Formation & Partnerships
Forming corporations, LLCs, and partnerships, structuring joint ventures, and papering founder, partner, and equity arrangements.
Governance & Board Advice
Board processes, fiduciary duties, committee charters, equity and option plans, public-company readiness, securities disclosure, and day-to-day governance for founders and executives.
Fundraising
Pre-seed through growth-stage financings for startups, plus fund formation and investor documentation for emerging investment managers.
Strategic Transactions
Mergers, acquisitions, asset purchases and sales, recapitalizations, restructurings, capital markets transactions, and other special situations.
A Frontier Legal Executive
I regularly help founders, executives and teams navigate the intersection of AI, web3, trademarks, commercial contracts, product and regulatory counseling, corporate governance, fundraising, and strategic transactions. My approach is grounded in extensive General Counsel experience at the frontier of technology and finance.
Proper Counsel is the practice of Martin S. Hui, whose career spans Davis Polk, Morgan Stanley, Bank of Montreal, and Thrive Protocol, bringing the legal rigor of Big Law to the speed of the AI and web3 eras.
The work is hands-on, drafting and negotiating contracts, advising on product decisions with legal exposure, reviewing AI vendor relationships, and providing the kind of senior judgment that companies need before they can afford a full-time general counsel.
Just as importantly, the engagement is designed to leave behind durable legal infrastructure, clear playbooks, reusable templates, and well-defined decision processes, so that the company gains lasting capability rather than a recurring dependence on outside counsel.
A Signature Concept
The Legal Operating Layer
Good legal work should not just answer questions. It should make the company easier to run.
Proper Counsel helps companies build the contracts, policies, workflows, escalation paths, review processes, and decision frameworks that let teams move faster without creating unmanaged legal risk.
The goal is to turn repeat legal questions into durable systems, so founders, executives, product teams, and commercial teams can make better decisions with less friction.
A core part of this work is deploying AI tooling thoughtfully across the legal function, automating routine review, drafting, and triage to materially reduce the cost of legal spend without sacrificing the quality, judgment, or rigor of the underlying legal services.
How Engagements Work
Structured for efficiency. Designed around how technology companies actually operate.
Understand the Business
Every engagement starts with your product, your market, and your priorities, not a legal checklist.
Turn Ambiguity into Decisions
You get practical legal judgment on product, commercial, governance, and regulatory issues, with real tradeoffs, not abstract legal memos.
Build the Legal Operating Layer
We put the right contracts, policies, workflows, and decision processes in place so the company can move faster with less recurring legal drag.
Engagements can be structured flexibly — with fixed fees, hourly rates, retainers, project-based pricing, equity, or hybrid arrangements depending on the work and stage of the business — including as a Fractional General Counsel providing embedded senior legal leadership for high-growth startups and tech-enabled businesses, board-ready judgment without full-time overhead.
Ready to Talk?
Whether you need to review an AI vendor agreement, negotiate a commercial contract, or think through a product decision with legal exposure, let's start with a conversation.
Body of Practice
Alongside Proper Counsel, I write at Body of Practice, a home for notes on what being a lawyer, entrepreneur, investor, and health optimizer have taught me over time.
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