Matthew Jacobs is the legal duck at Black Duck Software Inc., a business-to-business consulting and software company that focuses on free and open-source software (FOSS). The technology helps Black Duck’s corporate clients including SAP A.G., Thomson Reuters Corp. and Samsung Electronics Co. save money and time by adapting FOSS to their own information technology systems.
Open-source technology is free software available on the Internet. It’s typically created as a collaborative effort in which programmers develop and improve upon code and then share the changes. Open source is an alternative to Microsoft Windows, for example, which is proprietary commercial software.
With proprietary systems, corporations license software under terms that restrict what an end user can do with it. Licensers of open-source software allow users access to the source code for their software and typically grant users broad licenses that permit them, subject to reciprocal obligations, to study the source code, change it and even include it in future products.
Black Duck’s role is to help businesses tailor open-source technology to suit their needs.
Based in Burlington, Mass., outside Boston, Black Duck also maintains offices in San Mateo, Calif.; St. Louis; London; Paris; Frankfurt, Germany; Hong Kong; Tokyo; Seoul, South Korea; and Beijing. In total, Black Duck has more than 1,000 customers in 24 countries and employs about 185 people.
Privately held Black Duck would not divulge revenue, but Software magazine placed it on its list of "Fast Companies" with more than $30 million in revenue in 2011.
The company has grown by about 10 percent since 2008, Jacobs said.
LEGAL TEAM AND OUTSIDE COUNSEL
Jacobs is a one-man band. If he were looking for help, he’d want someone who could "hit the ground running from day one, with a detailed knowledge of open source and the environment in which we operate."
Jacobs said that 95 percent of Black Duck’s legal work he handles in-house, but he hires outside for patent work, international trademarks, funding rounds and other matters.
He relies on Foley & Lardner for patent and corporate matters, and he turns to Burns & Levinson for trademark work. He doesn’t outsource enough work to justify alternative billing arrangements.
Black Duck has not signed the Pro Bono Institute’s Law Firm Pro Bono Challenge or the Diversity Call to Action.
Jacobs’ day starts at around 8 a.m. and he tries to leave the office by 6:30 p.m., but given Black Duck’s international scope, he’s always on call.
As the sole in-house attorney, he handles everything that comes in the door. Since Black Duck is in growth mode, sales contracts are a priority.
"I support our worldwide sales team," he said, "negotiating contracts with big-name partners and customers. Some­times I’m up against giant corporate law departments." Since open source is by its nature collaborative, Jacobs sees his role as building rapport so that the client views Black Duck as a trusted partner. His legal expertise comes into play when talking to a key group of clients — chief legal officers of corporations concerned with compliance.
"Open source brings together a fascinating mix of legal, business, technical, social and political interests," Jacobs said. "Black Duck sits at the intersection of those interests."
Although working as the firm’s sole in-house attorney means he’s "running at 110 percent all the time," Jacobs "wouldn’t want it any other way."
He has to mind the big picture and sweat the details, he said.
"Any sole in-house attorney to an international organization the size of ours must be a generalist," he said. "However, as we are a technology-driven company, there is a focus on software, technology transfer and the business of intellectual property."
He views himself as a business person who happens to hold a law degree. "First, I’m always driving toward closure. Second, I’m always seeking ways to leverage my position on the front lines promoting Black Duck’s products and services."
Because of the nature of open source, Jacobs said, customers sometimes are represented by lawyers unaware of the technology’s potential.
"A significant challenge I face is helping to educate these lawyers on the general topic of open source and how and why Black Duck operates as it does while, at the same time, negotiating a deal," he said.
Jacobs has been able to forge a career that fits his lifestyle and his life goals. "I’ve put myself in a position where I’m surrounded by interesting people, working in a fascinating field and where I get to challenge myself by being that business person who happens to have a law degree."
He reports to the company’s chief financial officer, Kenneth Goldman.
ROUTE TO THE TOP
Following graduation from the Uni­versity of New Hampshire in 1992 with a Bachelor of Arts degree with a major in history, Jacobs hit the road.
"Between undergrad and law school, I decided to do something I knew I would be unlikely to ever have the chance to do again," he said. "A few days after graduation I tossed some bags in my old Subaru, put a few bikes on the back and some skis on the roof and headed out to Vail, Colo. I had never been there before and didn’t know anyone but was determined to spend a year skiing and working."
While working as a bellhop, he learned lessons that inform his legal career today. "Lawyering is a customer-service job and the lessons I learned as a bellhop have always served me well."
Following his graduation from what is now the University of New Hampshire School of Law in 1996, Jacobs joined Cabletron Systems Inc. as a staff attorney specializing in intellectual property. While working at Cabletron, he picked up a master’s in business administration at Plymouth State University in 2000.
In 2001, Jacobs joined Standex Inter­national Corp. as corporate counsel, and in 2006 moved to the Portland, Maine, law firm Bernstein, Shur, Sawyer & Nelson, working with a client using Black Duck’s software. He joined Black Duck in 2009.
His advice for someone stepping into a general counsel role? "Do everything that you can to be a value-add. Learn the business, learn the products [and] services. Know your competitors."
A native of Mahopac, N.Y., Jacobs’ hobbies include cycling, running, skiing, golf, surfing and gardening. His wife, Elizabeth, is an interior designer and color consultant. They have two children, Emeri, 10, and Baylee, 7.
LAST BOOK AND MOVIE
The Great Bridge: The Epic Story of the Building of the Brooklyn Bridge, by David McCullough; and Argo.