Speaking recently on The Boutique Lawyer Show, Mr Elias reflected on his journey within the tech space so far — and how it led to eventually starting his own firm.  

Mr Elias studied at UTS Law School, where he developed an interest in tech — and later founded his own tech company, Bsmarter, which ended up being a proptech, property technology for the real estate space.

“When I was the founder of that company and operated that company, while it was the most challenging part of my career, it really was the most rewarding. So, I had a great time doing that for a couple of years. I took it to a modest exit and realised that, after I had finished from that, I didn’t know what else to do really. But a lot of my friends were start-up founders and they needed legal support, so eventually, I just ended up helping them quite organically. Helping them with cap raises, helping them with sort of regulatory advice,” he explained.

“But yeah, very organically, I moved more into fintech and web3, and that was an area that really captured my interest, and I decided to double down on that. I worked with a number of really industry-leading fintechs in Australia. I worked on some really interesting crypto projects as well around 2018, and that was an interesting time in the market. And then it’s led me to this point now where I decided to strike out on my own, create something quite new in the market, I guess, and be very sort of industry-focused with Celia Legal.”

Celia Legal provides four key services, regulatory advice and guidance, which Mr Elias said a lot of fintechs and web3 companies require before they get started — whether that be on a new product or feature, expanding on their current services or creating a new business entirely.

“Regulatory advice and guidance is a really important part of what I do and what we do at Celia. And we don’t only provide the initial advice upfront, but we provide the ongoing sort of consultation and support as the business develops, which is equally, if not even more, important in my view.

“The second [key service] is commercial contracts and support around all your sort of contractual needs. It takes a lot to build a company, a fintech, a web3 company; you usually need a lot of contractors and key suppliers to create your ultimate offering. So, it’s the contracts that need to be entered into in order to get that happening can be a little tricky, especially in the web3 space, because, fundamentally, it’s a different delivery. The solutions are very unique and things like IP clauses and limitations on liability can be incredibly different or very different to conventional understanding of conventional contracts,” he added.  

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“Then there’s corporate governance and corporate structuring as well. So again, this is a service mainly centred around web3 companies, because web3 companies can be very decentralised in their corporate structure as well as their, I guess, tech solution. So, it’s not uncommon for a range of web3 companies to have an operating entity out of Australia, but also a token issuing entity in the BBI or Caymans. And potentially another operational entity in Dubai for fundraising and licensing purposes.”

In addition, Celia works a lot on fundraising for start-ups, including pre-seed all the way through to new forms of fundraising, such as token offerings. As a sole practitioner, Mr Elias added that offering this broad range of services comes with a broad range of issues and challenges.

“Generally speaking, delivering that broad set of services to smaller businesses, start-ups, scale-ups, it’s not as challenging, but it’s certainly challenging when you deal with the bigger businesses [that] have potentially a large volume of work, or they have a number of requirements that need to be delivered within a short period of time,” he said.

“At that point, as a small firm, you would definitely be limited in what you can do and what you can deliver. And in some cases, again, there could be a particularly complex sort of question or something in the facts there that go beyond my understanding. And I would need to really consult a specialist in financial services, for example.

“A common one that I would like to point to is establishing what’s called a managed investment scheme in financial services, which is something that I have a fairly good understanding of, but I certainly wouldn’t call myself an expert in structuring that, and every now and then it has come up and clients have asked me to support them in that function.”

And particularly in these instances, Mr Elias said it’s important to have a strong network to lean on.

“I consider myself very lucky, I have some really good lawyers in the industry that I trust. They could be small law firms themselves, or they could be the top-tier type firms as well [that] are willing to work with me. It’s really nice and comforting to have that support when needed, and I really value those connections,” he said.

“Ultimately, it makes me look good as well. I can tell the client that I can refer them to someone who can help. I would never jeopardise my brand or the quality of my services if I didn’t feel comfortable that I could deliver a great service to a client. So, I would happily refer that to an expert in those instances.”

The market conditions also present challenges — as Mr Elias said that whenever there’s turbulence in the tech market, funding typically starts to dry up.

“A lot of the projects that you would’ve worked on previously, they either have difficulty starting because they can’t get the funding that they expected in different market conditions. Or continuing where, again, it’s been a really great project, but they’re really reliant on further funding to help realise the broader business model that they’re trying to implement and trying to execute. So that is challenging.

“And then, of course, when there are budgetary constraints, things like lawyers sometimes get the chop, unfortunately, but again, it’s just a broader challenge that you need to be aware of,” he added.

“But having said that, in my view, yes, the market changes a bit, certain practices change, definitely, in my experience, it’s been for the better. In times [when] the market is challenged, then I guess you see some really great projects sort of rise to the top, and really great projects find a way to make it through that difficult period. So yeah, it’s a challenge, but also, it’s an opportunity as well.”

The transcript of this podcast episode was slightly edited for publishing purposes. To listen to the full conversation with Chris Elias, click below: