Welcome to the The VICI Code, where we unlock real stories of small business owners who've battled chaos, crushed doubt, and conquered their challenges. Faith, family, and finances. No fluff, just raw, honest conversations that decode the path to victory, one story at a time. What is up? Thank you for joining us today as we explore our latest purpose-driven journey, The Silent Strategist, where we focus on transitioning from big law to modern counsel, how to protect emerging tech empires, navigate private equity exits, and maintain personal stability in the high-pressure world of litigation. What do you do when a $100 million cross-border battle lands on your desk? Most people panic. Today's guest builds a system. He is the man founders call when the stakes are at their absolute highest. Chris Werner is a George Washington law alum with over 20 years in the trenches. Chris left the world of national firms to build Vidar, a firm designed for the modern speed of business. Chris and I connected through Dan Martell's elite mastermind. He is the silent protector for some of the most innovative companies in the world. As a fractional general counsel, he isn't just a lawyer, he's a risk mitigator architect who bridges the gap between traditional legal rigor and the high-velocity needs of AI, health tech, and digital asset founders. His firm, Vidar, is named after the Norse god of silence and strength, a fitting metaphor for a strategist who handles $100 million disputes with calm precision. We are exploring the architecture of protection. We're diving into how Chris balances being a high stakes litigator with the proactive business first mindset of a general counsel. Chris, I'm really excited for Thanks, Joe. I'm excited to be here, too. And thanks for that great introduction. Absolutely. So let's jump right Let's get into the breakthrough. You recently led a three-week trial in a complex securities matter. Most people only see the Hollywood version of a trial. But as a leader, you have to maintain precision and persuasive energy for 21 days straight. What was the breakthrough you had during that Yeah, so, you know, it's interesting. When you're on a long trial, multi-week trial, and a lot of times I'm out of town, so I'm not at home, I'm not where, you know, I'm not in my normal routine. What is very helpful in those situations, a few things. Number one is keeping up with health, both physical health, nutrition, that sort of thing. It's essential. Getting enough rest on trial. I know there's a lot of lawyers, I have a lot of friends who brag about, you know, never sleeping, working all the time. You know, as I've gotten older, I realized how inefficient that sort of thing is. So, you know, health, sleep, nutrition, exercise during a trial, you've got to find time for those kinds of things. The other key, and this is very different from when I started practicing, is just the number of digital tools I'm able to use so that I can maintain everything I need on my laptop, And I have everything at my fingertips, developing systems that allow me to put my hands on things right away, allowing me to pull things up in 30 seconds in the middle of a trial, even if I wasn't sure that I was going to use that. Those kind of things are essential tools for me to be able to really Now you talked about eating healthy. Uh, let's, let's dive into that a little bit more. How do you maintain the fitness, whether it's mental or physical and physical required to stay sharp when a client's entire financial future is on the Yeah. So, um, I went through a bit of a transition period about three, four years ago where I really decided that I was getting a little older. I couldn't do the things that I used to be able to do and still function properly for my clients. I really made a commitment to my health, and that has made a huge difference in the last few years of me being able to really function in those high-pressure environments. I can't tell you how important My nutrition has been, especially in a trial situation, keeping my brain clear and sharp. Obviously, for these kind of big trials, I do a lot of prep work before we ever get there. You know, I try to make sure that I know everything there is to know about the case and also I try to anticipate everything. But maintaining my health while that's going on is also key to being able to recall that when I need to, right, when it's essential. And I know there's a lot of lawyers who let their health slip, and I'm friends with a lot of them who have. I think the ones who are able to perform at the best, though, take it seriously. And so even on trial, I make it a point every day. So this last trial I had, Every day I try to get exercise, right, whether that's a long walk or, you know, hitting a temporary gym in a city that's unfamiliar, but I'll find one. And then I also try to make sure that I have those same foods that I eat all the time. I think during the last trial, every day for breakfast, I ate a Greek yogurt and some berries and had coffee in the morning. Every day for lunch, I had some kind of salad with a protein in it. That was every single day. It wasn't interesting, but it did two things. One, it allowed me to keep my nutrition consistent so that I wouldn't have any issues during trial. And it also allowed me to not think about that. So that took that thing Yeah. It's, it's a part of, this isn't, I think the more boring it is, the more effective it is, honestly. Cause you know, we're talking about structure. We're talking about, you know, uh, a plan, right? You knew going into this, that you needed to make sure that you maintain physical and, and diet and that keeps you sharp. I know after some, I don't have a cheat day, but like once in a while, you know, I'll kind of go off the rails a little bit, go out to dinner and you know, it's not good. You know, I'll have those locally. We have, you know, tallies tenders. That's not how, even though there's chicken in there, they're not, it's not a health food. Okay. Sure. I'm getting some protein, but I feel foggy after that. You know, the processed food, the, the, the, the high grease, um, fried foods. It does not, it's not a part of a winning, uh, formula, right? It's not a part of a winning calculation. So, um, I can appreciate where it may feel boring, but your body's loving it. Your body's saying that's exactly what I need. Um, so kudos to you. That's, that, that's, that's, you know, you, you treat yourself almost like an athlete. You're going out there to perform right in, in the court. So like you're, you're treating yourself as, uh, uh, an elite athlete by, Well, I mean, that's exactly right. It's funny you bring that up. I had an opposing counsel who was during the trial physically falling apart. And it showed as as the weeks went on, you know, the what. he was able to do and not able to do. And and I think I think you hit the nail on the head, right? You have to treat this. This is a profession like an athletic endeavor, right there. It requires stamina. It requires, you know, being sharp all the time. You can't have an off day. If I have an off day in court, I mean, that could that could lose a case for Absolutely. Uh, you got to show up every day. Um, like you said, it ebbs and flows. And I kind of want to jump into this next question, which revolves around the MNA exit strategy. You've led multimillion dollar sales to private equity in the finance pillar. What is the biggest hidden trap that founders fall into during due diligence that can blow up an exit? And, and how do you engineer Yeah, so ideally, I would be sort of involved in the business from the early days. A lot of times, you know, founders, especially if they're bootstrapping, don't want to invest too much in legal fees early on. But ideally, if they can let me in early, we can address things with an eye toward exit, even if it's five or 10 years down the road. That will be much cheaper to do. What I tend to find is I get involved later in the process. Right. Like they will operate off of what I refer to as the law firm of Chet GPT for several years. A lot of founders will use YC documents, which are fine. But what they tend to do is miss things. Right. So maybe they have a stock purchase agreement, but maybe they forgot a board resolution. to go along with that. Or maybe they've forgotten a shareholder approval of a certain transaction. And those kind of things are hidden sometimes, right? There's a reason why the private equity who's coming in is hiring a white shoe law firm, the kind of firm that I used to work for. And they'll throw a couple of partners, maybe four or five associates at a matter, a few paralegals, and they'll dig through everything. It takes time and it takes quite a bit of money for them, but they know how important it is to get this stuff right. So I tend to find usually they're somewhere in the middle, right? It's they're getting close to an exit, but not quite there yet. We try to triage everything immediately and then address, you know, prioritize how we're going to address things. So we will take care of sort of the most obvious things first and then work our way through. it's not always easy. And sometimes I've had founders who resent what I'm doing a little bit. But at the end of the day, you know, I'm doing it because I know these questions are going to get asked. I know they are going to be a problem if we don't have an answer. And the more answers we can have before the due diligence team comes in, the better positioned we are to get the company an exit on you Got it. Yeah, that makes sense. And then why is the fractional general counsel model more effective for a fast growing tech firm than a traditional Yeah, so I think there's There's sort of three ways that smaller, high-growth companies think about legal counsel, right? So number one is just outside legal counsel that is essentially a hired gun to address a very specific problem, right? You get sued, you hire a lawyer to come in and deal with that lawsuit. You get a contract dispute, you hire an outside lawyer to help you with that contract dispute. The second idea is you say, okay, well, we're big enough. We want a lawyer on staff, full-time, general counsel, in-house counsel, right? And that person works for you, a W-2 employee, and they are sort of integrated into all of your business all the time. You pay them a full-time salary, you pay them benefits, all of that. The fractional general counsel model is sort of the best of both worlds. And so the way I think of it is it's part-time, but it's also fully immersed in your business, right? And so when I come in, I like to get access to everybody in the business. I like to be able to talk to your team. I like to be able to be on your Slack messages. I like to be involved in the day-to-day. If you have weekly meetings, I'll jump on those meetings. The way that I tend to manage that then is I will generally look at your business, the size of your business, where you are in your life cycle, and we'll price that as a flat fee. Because the other thing that I really, really hate is I hate for a client to be worried about calling me with a quick question because they think the meter's running, right? I hate hourly billing. I do it when I have to. But I don't like doing it because I don't want my client to ever think I can't pick up the phone and call you. I'll tell you a quick story. I had a I had a new client meeting a couple of weeks ago and He had set up a Zoom call for us to talk, and I said, hey, would you mind if I just came down to your office and we met in person? And he said to me, well, sure, as long as you don't charge me for the travel. I'm never, ever going to nickel and dime you, but the time that we spend in person is going to be so much more valuable because there's going to be things that come up. You're going to show me things on site that I wouldn't have been able to see over a Zoom call. Let's do this because I can give you better value if you let me sit down with you. I can give you better value if you just commit to, okay, this is going to be our monthly fee. And now you pick up the phone anytime you have a question. Like, this is just a better relationship. And so the fractional general counsel is that what I think that ideal relationship for fast-growing companies who don't want to commit to a full-time general counsel but need somebody more than just a hired gun to Yeah. And I like how in the first, that ties into the first question that it's, it's an investment in, in your, in your company. Right. So, you know, you may not have the money upfront in the early years, but once, once you get to start doing, you know, enough business of revenues generating, and you can afford to bring on. Again, like us, we talk about accounting as being an investment and what's your return on that, right? Cleaner books lead to more credit worthiness with the banks or it leads to a higher valuation if you're looking to sell. And in your field, having somebody there when you need them on site, the value's just so much better. And then as far as the nickel and diming, we talk about that all the time at Vechey. We sell people subscriptions, bookkeeping or your taxes, regardless of what it is, you know, you have unlimited calls, right? You have unlimited emails. Like we don't bill you for that because we don't want to, we don't want you to, uh, wait till December to tell us about a tax matter that happened over, over the summer, which is by the way, done, nothing we can do about it now that it's over. Right. Because you were worried about picking up the phone and being charged for it. So we have a very similar methodology in, in how we approach, pricing and value. So, uh, it's refreshing to hear that, um, in your industry, which is pretty tangential to what we do. Uh, but you're right. A lot of people do bill by, you know, the minute by the hour, uh, Six minutes, 10th of an hour is how I started my billing is every six minutes, you got a 10th of an hour of my time, which now with modern law firm hourly fees is really shocking Absolutely. So let's jump into some more of the pillars, stability, legacy, and the why, you know, family and the high stakes balance. Chicago law is a competitive high pressure area as a business owner and a father. How do you prevent a commercial dispute strategist version of Chris from coming home to the dinner table? Well, you know, it's interesting. First of all, I really love what I do, even the dispute side of it. So one of the reasons I left big law is because I wasn't getting enough sort of hands-on with the clients I wanted to be with. And I thrive on finding solutions, resolving conflicts, that sort of thing. I fortunately my wife and I have been together for a very long time. I will I'll tell you here. We have been together. We started dating in 1993. So if you can imagine as a very long time. We have a very good relationship. She understands what I do, and I keep sort of work away from the family. But I will admit, there are days when I come home and I... tell my my wife and my kids, I say, I will say, hey, I'm really stressed out today. I had, you know, X, Y and Z go on and I'm going to shut down for a little bit. And they understand that. So I think it's it's it's having somebody, you know, having family that understands where you're coming from. And also, you know, it's my responsibility to be considerate to them because they're not they're not part of that, you know, whatever frustration or anger or things like that I have. So I try very hard to, when I'm having those bad days, just tell them, right? Like be very forthcoming with that. Make sure that they understand like, hey, this is stressful. Give me an hour or two. I'll unwind and then we'll go, you know, we'll take the dog for a walk. We'll go play pickleball. We'll watch TV and veg out if we need to. Any of that stuff. But I think for me, I like those battles. I really thrive on that sort of thing. And it's funny, I told my wife at the end of last week, I came home and I said to her, Boy, you know, I really I haven't I haven't had any fights with opposing counsel for a while. I think I really could use to have a good fight with somebody, which I know sounds funny. And I was I was sort of being a little sarcastic with her. But she laughed because she understood, like, yeah, that's you know, you do like a righteous fight over So that's funny. And I think it's so cool that you've I feel like you've cracked the code a little bit on communicating with the family when you try not to bring work home. You hit it, you get right out in front of it. I've used that strategy before too. I don't know what my, you know, I think we all start off with a full bucket of patience at the beginning of each day, willpower. And that dwindles throughout the day. And some days it's totally empty by time I get done with my, my work day. And I think it's important because most days, you know, you can be present. And I think sometimes you do got to check out, right? You got to jump in the hot tub, go for a walk and just kind of decompress, right, a little bit. And I think it's great that you get out ahead of it and you identify that, um, and you let your family know. I got to imagine that definitely, um, it probably wasn't always that way, but you probably learned right over time that It was definitely something that, uh, that took some work on my part, took reflection on my part and, uh, and, and really like, it had to be, I put effort into it, to becoming that better person to my family and not, you know, like, as you said, not bringing the work home to them. You know, it is effort, but I think it's effort that is well worth the time that was spent to put into it. And like I said, I mean, my wife and I have been together Absolutely. 30 plus years strong, man. That's great. It's a great number. Great goal. You mentioned stability and efficiency as your key values. How So, let's see. I think stability and efficiency are sort of a key to keeping myself, my mental health in check, right? I, you know, we we tend to not, you know, make big changes at all. And unfortunately, we're going to we're going to have a little bit of instability coming up with my daughter heading to college in the fall. So that'll be. a challenge for all of us to adjust to. But I think it's very important to sort of really stay stable. It's funny, I have a lot of friends and peers that I came up with as a lawyer who started with me. A lot of them have been divorced or on their second or even third marriages. I can't imagine that. I can't imagine trying to deal with all the stress of everything I do every day and having, you know, an unsettled personal life. It's just never been something that I ever wanted to deal with, and I've worked hard not to. And, you know, I mentioned my wife and I have been together for a long time, and often I have people, they'll say to us, like, wow, your marriage is so good, you know, You guys are always on the same page. And my wife and I always laugh about that a little bit because it took a lot of work to get there. Right. We had our fights. We had our issues over the years. And we both committed to doing that, to making it work in spite of that stuff. And so having that stability at home, having you know, a peaceful place where I can come and sort of feel safe, my family feel safe, I think is really important to being able to, you know, very aggressively and vigorously represent my clients at Absolutely. Yeah. A stable home atmosphere Having that baggage and having those distractions, you're just never yourself. You're never your best version of yourself if things aren't going well at home. Let's jump into faith in the future, emerging tech. You work in AI, digital assets, and health tech. And honestly, that's like the wild, wild west of law right now. In terms of faith, or maybe it's a system or a vision, how do you guide founders through uncertainty when the laws Yeah, so I think in terms of how you guide founders, I think you start with the existing laws. So there's a number of existing laws and rules that apply to these things. I've been working with sort of emerging technologies for a very long time. And what What I see over and over is there's two things. One is we first start applying existing laws, existing privacy laws, existing protection laws, like protection for children, things like that, financial rules and regulations. And then slowly, we start to craft very specific things. And what the key is, is to flow with those things, right? Like there are going to be the big players who are going to help lead how that's going to be guided. Part of what I do is look ahead at where that's going. So, for example, right now in the AI space, the U.S. is not really a leader in the regulatory environment there. Some states are making moves. California, Colorado, Texas. But really, I spent a lot of time looking at the EU regulations and some in Australia and kind of where that's heading. And we think about, OK, how do we get positioned to be on the right side of those regulations and the regulations that are bound to come sooner or later in the US? You know, I tell, there's a story. From early in my career, I knew someone who was a very early employee at Uber. Even before they had launched, I knew this person. And this was when the concept was just black cars, right, driving around, like the town cars, and just using their spare capacity rather than the full ride share that it's turned into. And at that time, we were talking, and I was still fairly junior in my career and still in the mindset of being risk averse and sort of everything has to be locked down. And I remember having a conversation and saying, You know, I don't know how much legs this is going to have, because you're going to have all of the individual cities with taxi regulations, and that's a big lobby in a lot of these big cities, and I'm not sure you're going to be able to really move to something much bigger. Well, OK. Look at how dumb I turned out to be on that. But I think the lesson out of that is, you know, we can't be scared of what the regulations might turn into or what might happen. What we need to do is, especially in an emerging tech industry, We need to sort of see where we are right now and see what people want and want to use. And that's where we're going to go. And yes, the regulations may change, and we can deal with that. But I think if we're developing a good product and something that Yeah. So you, you, you take existing laws and you kind of just project from there, like what would make sense if, if they were to make a law on this, what would make sense? And just try to have a vision in that and just kind of, uh, expect Yeah. And I think the other thing is just no fear of anything. Right. We can't we can't be too afraid that, you know, a regulation is going to change the environment in a way that we can't deal with. Like, Yeah. Dan always says that, you know, don't, don't try to fix a problem that doesn't exist. Right. So exactly. You know, you got to kind of operate a little bit in the area of, you know, it's easier to ask for forgiveness and permission. So you got to build and go. And when something comes your way, cause it might not, why, why have the regret of, man, I wish we did this. Um, when something never actually did impact or become a roadblock. Yeah. Good point. Um, Hey Chris, where can, Where can listeners connect with you to learn more about VIDAR Yeah, so I'm on LinkedIn, which I use quite a bit. I also am doing a lot more on Instagram with daily tips and legal myths, trying to debunk some of these sort of blocks that people have in their head about what can and can't be done. We also have a website at VidarLaw.com. And there are easy ways to connect, set up meetings with me if you want to explore something further. We also have a fairly active blog that we put new issues and things up fairly regularly. So I try to be very available, easy to get a hold of by phone, email, Zoom calls. Great. Yeah. And, uh, in the show notes to our listeners, you know, we have a link to, uh, the Chris's LinkedIn, his Instagram, his, his, uh, Vidar website. Um, and I, I went on the website. It's a very nice website, Chris. Uh, you've got articles from Chris. You've got many ways to, uh, learn about the type of casework they've worked on and, um, to connect with Chris. Uh, Um, just want to, uh, thank Chris for bringing the Vidar perspective to the podcast. Um, if you are a founder led business in AI or tech, and you feel like you're outgrowing your legal structure, you know, reach out to Chris. Um, and you know, you can do that by taking a look at the show notes. Um, at this point, uh, stay blessed, stay protected and keep building your legacy. We'll see you on the next episode of the V Chico. Thanks for tuning in to the Vici Code, where the underdogs rise and the numbers finally make sense. If today's story hit home, share it. And remember, faith fuels