At Square, GC’s Tasks Extend Beyond the Legal World

Dana Wagner’s job as Square Inc.'s general counsel requires an ability to see around corners, and think about the legal ramifications of never-seen-before financial products.

Square offers payment services, allowing merchants to accept card payments, but its portfolio of products also includes merchant loans, marketing and other financial services.

“We often bring things into the world that are novel, and how regulatory frameworks or legal principles will apply to them is not always clear,” he said. “And sometimes institutions or regulators or other members of the industry find that a little terrifying.”

Not Wagner, who said he enjoys the challenge.

“If you’re experienced in dealing with legal issues in general and you encounter a new one, you tend to have a sense of where to look for at least the best available analogs or precedents or factors that would be helpful. You’re never flying blind,” Wagner recently told Big Law Business.

Square’s approximately 100-person Counsel team — the majority of whom are non-lawyers — is tasked with safety, compliance and government relations work.

At least for some matters, Square still turns to the outside: For its 2015 IPO, for instance, the company hired Wilson Sonsini Goodrich & Rosati and Wachtell Lipton Rosen & Katz.

Before joining Squared in 2011, Wagner worked at Alphabet Inc.

As the first lawyer at Square, beginning when it was a start-up, much of his responsibility has been building out the legal division.

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Today, Wagner manages four units within the company’s Counsel team: legal, governmental relations, compliance and trust & safety. Those units cover everything from interpreting statutes, advising on M&A activity, corporate securities issues, intellectual property concerns, ensuring compliance with state and federal regulations and laws, and safeguarding the health and safety of all Square employees as well as dealing with workplace legal issues.

Unlike some technology firms, notably Alphabet, Square has a relatively light presence in Washington. No Square employees are located in the nation’s capital, though Wagner says he travels there regularly to meet with federal regulators. Square hires Washington-based specialists to keep an eye on regulatory developments affecting Square.

Historically, the company adds about one person to the Counsel team every quarter, though that varies with the company’s growth rate, Wagner said.

“One of the things I always look for is people who take the work very seriously but don’t take themselves too seriously. I don’t like a lot of ego being brought into the equation. I don’t like people who can’t inject a little levity and humor into a situation when you work on an intense project,” he said.

Square brought in more than $1 billion in revenue in 2015. But it also has not notched yet its first profitable year and possessed an accumulated deficit of $607.6 million as of Dec. 31, according to a March 10 company filing with the Securities and Exchange Commission. The company said in its last quarterly earnings report it expects to reach profitability in 2016.

Know of other notable general counsels? Write to us at BigLawBusiness@bna.com.