Via Harvard Law Today
Making Change: A Harvard Law School clinic helps the homeless earn a living (video)
Clinical and Pro Bono Programs
Providing clinical and pro bono opportunities to Harvard Law School students
Tag: Transactional Law Clinics
By Asheley Walker, J.D. ’17
Asheley Walker, J.D. ’17
I enrolled in the Transactional Law Clinics primarily because I wanted practical legal experience. I came to law school knowing I wanted to be a transactional attorney, but few, if any, of my classes gave me much insight into what it would be like to practice transactional law. I also wanted to work directly with clients. I worked in sales for startups and larger technology companies before law school, and I missed regular interaction with clients, including learning about their businesses, identifying how I could create value for them, and becoming a trusted advisor, not just a salesperson.
My experience in the Clinic delivered on both of those points. Because the Clinic operates like a small law firm, I interacted with clients directly and managed my own caseload of four to five clients each semester. While the learning curve for substantive issues was steep at times, I enjoyed the challenge and received more than adequate support from the Clinic. I researched legal issues independently, bounced ideas off of other student advocates, and discussed conclusions and lingering questions with my supervising attorney to get feedback before presenting my findings to the client.
I worked on a wide range of transactional issues during my two semesters in the Clinic. I counseled clients in choosing the right entity form for their business and goals, formed for-profit and nonprofit LLCs and corporations, drafted bylaws, and educated clients as to their ongoing corporate formalities requirements. Unexpectedly, I became somewhat of an expert about the eligibility requirements and application process for tax-exempt status, and I plan to harness that knowledge and experience in the pro bono work I do going forward. I spent the majority of my time drafting contracts, including privacy policies, terms of service, service agreements, and commercial real estate leases. I discovered that I love the jigsaw puzzle-like nature of contract drafting: taking the individual pieces and figuring out how to put them together to make the final product look (or work) the way that I wanted it to.
The Clinic serves a diverse set of clients, and I had the opportunity to work with clients ranging from Harvard students running startups to members of the Boston community looking to start a small business or nonprofit. I found it incredibly rewarding to draw on both my professional experience and my legal education to help underserved populations address legal challenges, mitigate risk, and identify ways to achieve their goals. My Clinic experience affirmed my desire to be a transactional attorney and helped prepare me for practice after graduation.
Law School students help struggling small-time entrepreneurs flourish
Kris Snibbe/Harvard Staff Photographer
Amanda Kool (red jacket) directs the Community Enterprise Project at Harvard Law School, where students like Matthew Diaz (from left), Carolyn Ruiz, and Steven Salcedo help small business owners, entrepreneurs, and community groups.
Hailing from Buffalo, a once-prosperous city in upstate New York, Steven Salcedo knew how a lack of continued economic development can hinder families and mire people in poverty and hopelessness.
But it was only after he took a course at Harvard Law School (HLS) that Salcedo realized that lawyers could help foster better times for communities.
“Lawyers can’t make economic development happen by themselves,” said Salcedo. “But we can contribute to help solve poverty by enabling people to do what they want to do. We’re like a bridge; we take them from where they are to where they want to be.”
The class Salcedo took, “Community Enterprise Project of the Transactional Law Clinics,” allows HLS students to help small business owners, entrepreneurs, and community groups create businesses, obtain permits and licenses, and negotiate contracts and other transactional (non-litigation) services.
L-R: Clinical Instructor & Lecturer on Law Amanda Kool, SELC Executive Director Janelle Orsi, SELC Director of Economic Democracy Ricardo S. Nuñez, SELC Intern Cyndi Malasky, and Matt Diaz ’16
By Matt Diaz, J.D. ’16
In early August, Amanda L. Kool, Lecturer on Law and Clinical Instructor of Harvard Law School’s Community Enterprise Project of the Transactional Law Clinics (“CEP”), and CEP clinical student Matt Diaz, J.D. ’16, met with staff members of the Sustainable Economies Law Center (“SELC”) in Oakland, California to cement a partnership between the two organizations. With a shared ambition to foster community economic development through innovative approaches to transactional law, the partnership between the relatively-new law school clinic and the influential legal services organization carries tremendous potential for the organizations themselves, the clients they represent, and lawyers interested in how transactional law can play an important role in the modern economy.
Co-founded by Janelle Orsi and Jenny Kassan, SELC engages a broad set of legal approaches to facilitate “community resilience and grassroots economic empowerment.” Through its various interconnected programs—including its program focused on promoting cooperative businesses—the organization offers legal expertise to empower communities to transition to fairer and more robust local economies. SELC’s multifaceted strategy involves legislative advocacy, workshops, and educational materials for lawyers and community members, and the delivery of legal services through channels such as its “Resilient Communities Legal Cafe,” where SELC staff and volunteer attorneys provide legal consultations to community businesses and organizations.
CEP is similarly invested in community economic development, though CEP’s targeted communities are those that surround the Legal Services Center of Harvard Law School in the Boston neighborhood of Jamaica Plain. In addition to representing clients with a wide range of transactional legal needs, CEP students work in small groups to connect with community organizations, identify transactional legal needs common to their community, and develop tailor-made, comprehensive strategies to address those needs.
Cooperative Connection
During the fall semester, a group of CEP students will work closely with SELC staff to create a comprehensive guide that demystifies the myriad laws related to forming and operating a cooperative business in Massachusetts. The collaboration between CEP and SELC will afford the students access to some of the nation’s foremost experts on cooperatives, while CEP’s local community ties and outreach efforts ensure that the guide will benefit from a strong network of cooperative lawyers and technical assistance providers in Greater Boston, as well. Once finished, the guide will be published, translated, and distributed through the Transactional Law Clinics’ website and through the project’s community partners, as well as hosted by SELC on the state-by-state resources page of their popular website, www.co-oplaw.org.
Immigrant Entrepreneurship
In addition to the cooperative guide, CEP tapped SELC’s expertise to finalize a document produced last semester by CEP students Susan Nalunkuma, LL.M. ’15, Steven Salcedo, J.D. ’16, and Diaz. This document, A Legal Overview of Business Ownership for Immigrant Entrepreneurs in Massachusetts, was created in partnership with the Immigrant Worker Center Collaborative and is intended for use by immigrant entrepreneurs in Massachusetts, as well as by technical assistance providers and community organizers who work with immigrant entrepreneurs across the state.
Because of the document’s comprehensive foray into diverse areas of law, preparation of the materials entailed cutting-edge research at the intersection of business law, employment law, tax law, and immigration law, bringing together dozens of lawyers, academics, and professionals in the community and across the country. Due to the profile of the project, CEP students and staff were able to connect with people such as Sergio Garcia, an undocumented immigrant who became a lawyer in 2014 after a five-year legal battle that ended with a new state law permitting undocumented immigrants to be admitted to the California bar.
“CEP has a successful track record of creating well-researched, useful publications amid the community workshops, client representation, and other great work CEP students complete each semester. However, this project proved to be our most challenging one yet, due to the many areas of law involved and the fact that no one, to our knowledge, has ever compiled such a thorough analysis of the many legal implications of immigrant entrepreneurship. We could not have completed this project without our lead project partner (the Immigrant Worker Center Collaborative) and their meaningful connections to the population at the heart of this document, and we are indebted to countless lawyers and other experts across the country who advised and supported us along the way.” –Amanda L. Kool, Lecturer on Law
Though the document was only recently published, A Legal Overview of Business Ownership for Immigrant Entrepreneurs in Massachusetts promises to have national significance, as other organizations already plan to build upon CEP’s work by creating new iterations of the document for other states across the U.S. This fall, Professor Eliza Platts-Mills and her students in the Entrepreneurship and Community Development Clinic of the University of Texas Law School will be modeling CEP’s project on behalf of immigrant entrepreneurs in Texas, and similar collaborations have been proposed by lawyers in other states. CEP and SELC are currently exploring ways in which SELC can host these state-specific resources for immigrant entrepreneurs on their popular website.
“Working on the immigrant entrepreneurs document has served as an invaluable source of development for me,” Diaz said. “The project presented an opportunity to make a significant impact in uncharted legal territory, uncovering a rabbit hole of legal research possibilities. The effect we have been able to spark on a sizable underrepresented population is a testament to CEP, which allows students to tap into their entrepreneurial spirits and target relevant issues afflicting local community members. I cannot wait to see that effect expand, as organizations around the country build upon the foundation we have built.” –Matt
We’re excited to announce a new article co-authored by HNMCP Clinical Instructor and Lecturer on Law, Heather Scheiwe Kulp, “You Help Me, He Helps You: Dispute Systems Design in the Sharing Economy,” published in the new issue of the Washington University Journal of Law & Policy (Vol. 48, 2015), subtitled “New Directions in Community Lawyering, Social Entrepreneurship, and Dispute Resolution.”
Kulp, and co-author Amanda L. Kool, also a Lecturer on Law at Harvard Law School, discuss the potential for dispute resolution schemes in a sharing economy, one they argue involves a more efficient use of resources. The sharing economy is at the nexus of fast-paced technology that connects people to previously inaccessible resources to increase local consumption. Kulp and Kool argue that such sharing economies maximize the benefits of ownership by leveraging goods and services into a resource generator allowing increased access to goods and services at a lower-than-market rate. This unique market structure requires a distinct set of laws to address the unique relationships involved, and this article explores how attorneys can best assist in managing conflicts in a sharing economy.
A native of California who came to HLS with an interest in startups and business, Shant Hagopian ’15 gave legal advice to entrepreneurs as a student in the Transactional Law Clinic during his 2L year. Shortly thereafter, he co-founded Virtudent, a tele-dentistry startup designed to increase oral health care access for underserved populations.
Credit: Heratch Photography
The moment Shant Hagopian ’15 stepped through the doors of the Harvard Innovation Lab, the air was abuzz with the energy of wildly creative ideas, and he knew Harvard Law School had been the right choice for him.
“The first time I walked into the i-lab I thought, ‘Wow, this is a really cool place,’” says Hagopian, a native of California who came to HLS with an interest in startups and business. “The i-lab brings together students from many different academic backgrounds to launch their ideas for how the world should look in the future.”
The i-lab, a collaborative workspace and idea incubator at Harvard University which champions entrepreneurship and innovation, connects students, faculty, and other creative idea-makers from across the university to resources, thought leaders, and funding sources. Since launching in 2011, it has drawn scores of law students who’ve worked on a wide variety of cutting-edge projects—some law-related, and many not.
Credit: Martha Stewart
Chris Bavitz, Clinical Professor of Law and managing director of the HLS Cyberlaw Clinic at the Berkman Center for Internet & Society
“Anyone with a Harvard ID can tap in, sit down, and do their thing,” says Chris Bavitz, Clinical Professor of Law and managing director of the HLS Cyberlaw Clinic at the Berkman Center for Internet & Society, and Dean’s Designate to the i-lab. “That means anything from having shared space to work to looking at a physical bulletin board where people are looking for a software developer or lawyer. Nearly every night of the week, there’s programming about venture capital or how to deal with employment issues or any number of other legal and business concerns that startups face.”
As a 2L in the HLS Transactional Law Clinics , which holds office hours at the i-lab where law students give legal advice to entrepreneurs, Hagopian found himself wanting to make the leap to the other side and become an entrepreneur himself.
Just a few months later, he did—as a co-founder of Virtudent, a tele-dentistry startup created by a friend, Dr. Hitesh Tolani, a graduate from the University of Pennsylvania School of Dental Medicine. Hagopian introduced Virtudent to the i-lab, where doors quickly opened and connections were made. Last year, Virtudent, designed to increase oral health care access for underserved populations, was a finalist in the 2014 President’s Challenge, which offers a $100,000 prize for the most innovative idea for solving a complex societal problem. Though it didn’t win the grand prize, Virtudent received initial funding from Harvard and will soon be rolling out.
Continue reading the full story here.
By Carmen Halford, J.D. ’16
Anthony was nervous. Sitting across from him was the North Korean Minister of Health. Armed guards stood nearby, ready and waiting. Did a drop of sweat slip off of Anthony’s brow? Perhaps caused by the steamy Pyongyang summer? Or perhaps it fell because Anthony knew that lives depended on this conversation. He opened his mouth to explain.
How did he get here? It was the refugees; they led him here: the North Korean refugees fleeing into China. Anthony, an expert in public health who was then pursuing his graduate studies at the Harvard School of Public Health, had been moved by their stories and had devoted himself to searching for solutions to their plight. In the end, the search led him here, into the Democratic People’s Republic of Korea (DPRK, or North Korea) itself. He knew the only way to truly help the refugees was to tackle the problems that had forced them to leave in the first place: lack of food and basic healthcare.
DPRK was, and is still, suffering from a catastrophic tuberculosis epidemic. People are dying from a curable disease. So many people are infected that there are not resources to treat everyone. In an effort to insure equal access to healthcare, the government requires hospitals admit everyone who needs treatment. However, a patient needs to take medicine continuously over at least six-months in order to cure the infection. Because hospitals are overridden with patients, they are forced to discharge patients after only two months of treatment. This not only leaves them uncured, it also contributes to the rise of drug-resistant strains of the bacteria. These super bug strains (known as multi-drug resistant TB, or MDRTB) are much more costly to treat. If they spread, they pose a formidable threat to global public health.
Anthony explained to the DPRK Minister of Health his plan: to open companion clinics to house TB patients discharged from current hospitals. There, North Korean medical personnel could continue to administer their drugs up to completion. Anthony would also raise money to buy food for the hospitals, for both the patients and the staff. How could Anthony make all of this happen? He would form a nonprofit organization in the U.S. and conduct fundraising there. Anthony watched the Minister… how would he respond?
Suspicious at first, the Minister soon saw that Anthony sincerely wanted to help. The Minister was a man devoted to improving the lot of his people, and was overjoyed to meet someone with Anthony’s energy and creative ideas. Not only did the Minister agree to support Anthony’s plans, he also instructed his men to escort Anthony wherever he wanted to go, even to regions where foreigners were usually prohibited. Anthony visited clinics around the country, and when he returned to the U.S. he threw himself into building his team and laying the groundwork for what he hopes to be his life’s work: the non-profit organization Justice And Health.
So where do I come in? I was Justice And Health’s student attorney. As a 2L in my third semester of law school. Unbelievable, right?
While Justice And Health was planning how to prevent a major global health catastrophe, its members had not exactly prioritized the legal details of forming a nonprofit. Anthony came into the Transactional Law Clinics for our first meeting, along with Terrence Park, the organization’s administrative mastermind, looking for help with securing federal tax-exempt status. This status is crucial to their mission—without the status they cannot get donations; without donations they cannot build clinics; they cannot feed starving people.
We agreed to take them on as clients, and immediately realized that their incorporation documents were incomplete. I drafted amended articles of organization for them as well as organization by-laws. Then I assembled a massive amount of information for their tax-exempt status application. During my conversations with Anthony and Terrence, I learned what it’s like to try to save the world. And my questions about technicalities actually flagged some important issues that were hard to see from their big-picture vantage point. For example, no one knew who would own the clinical property: Justice And Health or the DPRK government.
After a great amount of legal research, several meetings, and many cups of coffee, I had everything ready to go. I was one email away from filing their application. Then something unexpected happened.
“I had a meeting with folks on the ground and have some updates. When can we speak on the phone?” After spending time reflecting on the details of their clinical construction plan, Justice And Health had changed their strategy. Better to start small and grow from there—instead of an independent clinical unit, they would build a soymilk factory and bakery within the clinical compound. They would supply the ingredients for both. This project would take much less capital to get started and could be up and running much faster than a full clinic.
So my application was out the window. Time to begin on another version.
Even acknowledging the hiccups along the way, words cannot express how much working with Justice And Health helped me grow as both a person and as an attorney. Transactional law probably does not seem like the place to promote a better world. But, after just a few weeks in the Transactional Law Clinics, I was helping do just that.
“Justice And Health has been so fortunate to have access to a resource like the Harvard Transactional Law Clinics,” Anthony Lee said. “Nonprofits like ours that are just getting started face all sorts of legal hurdles. Our TLC student advocate both helped us identify what we needed to do and how. Because she was still learning about this area of law, she brought a level of enthusiasm and curiosity that we couldn’t have expected elsewhere. Not to mention that the price was reasonable enough that our nascent organization could take care of the legal stuff without sacrificing progress on our broader goals.”
By Petra Plasilova J.D. ’16
Do you get annoyed by websites that require you to register and create a full user profile, including personally identifiable information, even to complete a minor purchase? Does it unsettle you that moments after you search for that perfect vacation spot on Google, your Facebook feed fills with ads offering you discounted plane tickets to get there? As the use of big data collection and analysis increased in both the private and public sectors, so did public debate on the ethics and even legality of the practice.
Following numerous recent hacks and leaks of customer data at large retailers and banks, the public has become understandably skeptical of the data collector’s ability to appropriately protect sensitive data and consumer’s privacy. Amid the flurry of negative press and research reports, few have focused on the potential benefits and opportunities big data offers. For example, researchers’ ability to store and process large amounts of data have made it possible for NASA to monitor climate change more accurately,[1] and the need to store large amounts of data has helped drive infrastructure development and the move to cloud computing.[2] I used to be very skeptical of statements proclaiming the benefits of big data. Until I met a person who showed me that big data truly has potential to drive positive change within our own immediate community.
Agora Team
I met Elsa Sze one morning in mid-September. A motivated graduate of the Harvard Business School and Harvard Kennedy School, she filled the room with energy as she passionately described the mission of her organization, Agora Townhall, Inc. (Agora). Through her coursework and prior experience in the Obama re-election campaign, Elsa identified a key problem – disenfranchisement of constituents – and decided to fix it.
An experienced consultant, Elsa knew the answer lay in accurately diagnosing the problem. She quickly realized the reason why many people did not engage in community dialogue on important issues was not because of lack of engagement or interest. People were simply too busy to attend town halls or rallies. For many, social media have become the primary way of voicing their opinions. Yet, the government and politicians have failed to accordingly adapt and create online fora in which important civic dialogue could take place. Luckily, Elsa saw the gap and stepped in to fill it.
Agora provides an easily-accessible online platform for individuals to publicly raise and discuss issues important to them and their community. In addition to discussion boards, the Agora website and app also offer a town hall functionality, which enables government officials and politicians to host online debates and discussions on various topics. Agora users have the ability to join these town halls and share their opinions, or simply “listen in” by reading the town hall host’s contributions and other users’ comments. The feature has attracted officials from as near as Somerville and as far as Libya to Agora, and has helped drive dialogue on topics as diverse as local construction and constitutional reform. So what does this all have to do with big data?
To empower as many members of the local and global community as feasible, Elsa developed a business plan that capitalizes on Agora’s ability to collect and analyze meaningful data about the site and app’s users. With the users’ permission, Agora captures data on its users’ demographics, views, and areas of interest. Elsa’s team of analysts produces reports and statistics for select clients, mostly politicians, which enables them to better understand their constituents. As a result, politicians can make more inclusive decisions that reflect the needs of the aggregate community, rather than those of a few powerful constituents. Agora’s data analytics function thus gives individuals a unified credible voice when it comes to important matters impacting their community, as the algorithm turns isolated one-off chatter into actionable insights.
While Agora needs to turn a profit, like any other business, Elsa is committed to respecting the users’ privacy. She has carefully crafted Agora’s data analytics approach to be in line with her ethical beliefs. As Elsa said to me during our first meeting, “There are many apps that are very creepy. Agora is not and will not be one of them.”
One of the key professional responsibilities of lawyers is to provide service to all clients, regardless of our own personal beliefs on the subject of the matter. When I read my Transactional Law Clinics (TLC) colleague’s notes from her intake interview with Agora after being assigned the matter, I became nervous. Privacy and user data protection are issues I deeply care about and like many, I find the overly personalized ads on Facebook disturbing. I doubted my ability to remain objective and effectively represent Agora, especially when it came to negotiating contracts about user data analytics. Ultimately I resolved to stay on the matter and I am glad I did.
While I advised Agora as a student attorney for three months, I gained the experience of a well-rounded start-up lawyer. I researched and advised on issues as diverse as voting provisions in by-laws, splitting ownership and control of the company, applicability of U.S. securities laws to foreign investors, and employment law implications to start-ups, just to name a few. I helped Elsa finalize Agora’s corporate formation in Delaware, drafted Agora’s by-laws and numerous Board documents, and drafted licensing and referral agreements to be used with future clients (one of which was executed shortly after my semester and thus work for Agora ended). I also had a chance to cooperate with a student attorney from the Cyberlaw Clinic at the Berkman Center, who I brought in to advise on Agora’s privacy policy.
Working with Agora through the TLC was one of my most challenging and rewarding experiences at HLS. I learned how to be a real lawyer, something that most other courses unfortunately fail to teach us. But most importantly, TLC gave me an opportunity to help an extremely talented young entrepreneur execute her vision for improving the world around us and giving a platform to drive change to those who did not have one before.
[1] Phil Webster, Supercomputing the Climate: NASA’s Big Data Mission, CSC World, available at http://www.csc.com/success_stories/flxwd… (last visited March 5, 2015).
[2] Elena Kvochko, Four Ways to Talk About Big Data, World Bank, available at http://blogs.worldbank.org/ic4d/four-ways-to-talk-about-big-data/ (last visited March 31, 2015).
Amanda Kool, Clinical Instructor, Transactional Law Clinics
For the past two years, Amanda has served as the Transactional Law Clinics (TLC) Fellow, advising students in the Community Enterprise Project, a division of TLC. In that role, she and her students have worked in partnership with various community organizations to address persistent legal barriers to economic development in the City of Boston. Amanda also served as a supervising attorney in the Recording Artists Project, a student practice organization in which teams of law students represent recording artists in contract negotiations, intellectual property protection, and other transactional legal matters.
“After two great years as a Clinical Fellow, I’m thrilled to remain here at Harvard Law School and step into the role of Clinical Instructor at TLC, as well as continue my work with the Recording Artists Project. I’m fortunate to work with such incredible students and colleagues and can’t wait to see where our hard work takes us next.” Amanda’s main focus will now be on supervising clinical students placed at TLC.
She is an active member of the American Bar Association and is the author of numerous publications on community economic development, entrepreneurship, and agriculture law. Recently, she co-authored the article ‘Many Advocates, One Goal: How Lawyers Can Use Community Partnerships to Foster Local Economic Development’ with Brett Heeger, J.D. ’14, and is currently co-authoring an article with Heather Kulp, Clinical Instructor and Lecturer in Law in the Harvard Negotiation & Mediation Clinical Program, tentatively titled, “An Uber Conflict: Dispute Resolution in the Sharing Economy,” which is slated for publication in the Washington University Journal of Law & Policy this fall.
Prior to joining the Transactional Law Clinics, Amanda worked as a corporate and finance associate attorney at Nixon Peabody LLP in Boston. During law school, she completed internships with Judge Susan J. Dlott in the Southern District of Ohio, the Massachusetts Department of Environmental Protection, Resource Conflict Institute in Nakuru, Kenya, and Nixon Peabody LLP. Following law school, Amanda spent a year as a pro bono attorney with Conservation Law Foundation.
“We are delighted to have Amanda continue on with TLC in her new role as Clinical Instructor,” noted Brian Price, Clinical Professor of Law and Director of the Transactional Law Clinics. “She is a valued contributor to TLC, including her work with our Community Enterprise Project as well as the Recording Artist Project. The law school and HLS’ clinical community are fortunate to have her.”
Via the American Bar Association, Business Law Section Community Economic Development Newsletter
By: Amanda L. Kool, Attorney and Clinical Fellow, Harvard Transactional Law Clinics, and Brett Heeger, J.D. Candidate May 2014, Harvard Law School
Introduction
Community partnerships provide a promising mechanism through which lawyers can promote economic development. When lawyers serve to connect valuable resources rather than solely respond to the needs of individual clients, they can better contribute to the dismantling of legal barriers to economic development. This article will highlight the efforts of the Harvard Transactional Law Clinics, specifically the clinic’s Community Enterprise Project, to use collaborative, project-based lawyering to address systemic legal barriers in the City of Boston. Though law school clinics are well-positioned to implement innovative models for the delivery of legal services, practitioners in other settings can leverage similar models for the benefit of their clients and local communities.
The Traditional Clinical Legal Services Model
Law school clinical programs have risen in popularity as a means to provide law students with an experiential education while delivering valuable legal services to the communities to which the schools belong. In recent years, many law schools have expanded their clinical offerings beyond the traditional model that paired a law student (under the supervision of a practicing attorney) with a low-income individual facing a court appearance or other litigation-related matters. These law schools now offer a range of clinical programs tailored to the interests of the student body, the expertise of faculty, and the particular needs of clients in the area. In addition to expanded litigation-based offerings and policy clinics, some schools have instituted transactional clinical programs. These programs often assist individuals, small businesses, and nonprofit organizations of limited means with some combination of entity formation, contract negotiation and preparation, advice on protecting intellectual property, and (less often) real estate transactions. By participating in these clinics, law students gain not only the substantive legal skills necessary to complete such transactions, but also develop valuable “soft” skills, including experience with client interviewing, issue identification, and case management; in turn, clients of transactional clinics enjoy access to types of legal services not typically offered by other low-cost or pro bono legal services providers.
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- Amanda Kool, Clinical Instructor, Transactional Law Clinics
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- Credit: Ethan Thomas Sarah Weiner ’15
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- Credit: Phil Farnsworth “We have a wide variety of matters and a mix of clients covering all different sorts of fact patterns, all sorts of industries, and the students learn principles that are applicable across transaction types and contexts.” —Clinical Professor Brian Price, founding director of the Transactional Law Clinics, which assist hundreds of clients every year
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- Credit: Bob O’Connor Javier Oliver-Keymorth ’15 (left) advised Euan Davis, developer of BarberTime, a media platform for barbershops.
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- Credit: Bob O’Connor Joshua Wackerly ’14, Faith Alexander ’14 and Sarah Weiner ’15 (pictured below) have created a manual for condo owners explaining their rights and responsibilities.
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- Credit: Bob O’Connor Student lawyer Lauren Gore ’15 (left) advised robotics researchers and TLC clients Yaroslav Tenzer (center) and Leif Jentoft.
In 2010, the Defense Advanced Research Projects Agency—DARPA—put out a challenge. The government agency, which creates national security technologies for the United States, called on researchers across the country to figure out how to improve robotic hands. At Harvard Biorobotics Lab, Leif Jentoft, a Ph.D. candidate, and Yaroslav Tenzer, a postdoctoral researcher, got to work—and started a journey that would include assistance from student lawyer Lauren Gore ’15 through the Transactional Law Clinics of Harvard Law School. The clinics serve community development organizations, low- and moderate-income clients, and campus-grown innovators, such as Jentoft and Tenzer, with business, nonprofit, real estate, and entertainment law needs.
Continue reading the full story here.
Friday 28th March 2014, 12pm–1pm Wasserstein Hall 1019
Pizza will be provided
Learn about the music business, the Indie scene, and the industry’s future.
Mark Kates is the founder of Fenway Recordings, and is a Manager and industry expert who has worked with Sonic Youth, the Beastie Boys, MGMT, Nirvana & Mission of Burma, to name a few. He also has worked as a major label A&R Record Label Executive and DJ.
Alexander Horn
I began working in the Education Law Clinic (TLPI) and the Transactional Law Clinics (TLC), in the summer of 2012.
I am the administrator for two Clinics, which means balancing the educational and administrative needs of both clinics, while also seeking to foster a congenial work environment for students. This semester I am supporting TLPI’s legislative advocacy efforts, trying to get a bill passed in Massachusetts legislature. For TLC, I am supporting the Clinic’s commitment to providing quality legal assistance, for business and non-profit formations and contracts; real estate sales; and entertainment law, including the Recording Artists Project (RAP).
While I am not a lawyer, I have found that the study and practice of law, touches on almost every aspects of life, and can be a connection between disparate fields of inquiry.
This semester TLPI is working on a campaign to get a Massachusetts Bill, H3528: An Act Relative to Safe and Supportive Schools, passed in the legislature. Students are doing a lot of the leg work, but there is also a website and digital campaign to attend to. TLC is in the process of growing the Community Enterprise Project (CEP), which in conjunction with the Harvard Food Law and Policy Clinic and the Boston Mayor’s Office, released a Food Truck Legal Toolkit.
Between the two Clinics, there’s always something engaging happening, which has an impact in the Boston area (and occasionally further afield).
I enjoy working with students. This may be because I grew up on a university campus (the University of the South Pacific, in Fiji), and that I come from a long line of teachers (my grandparents were New York City public school teachers and a Minister of Education).
I enjoy live music and dancing, because I find it much more entertaining than spending time in a gym! In the winter, it is also an effective way at keeping the cold at bay (however momentarily).
Amanda Kool, Attorney and Clinical Fellow, Transactional Law Clinics
I began working in the Transactional Law Clinics in August of 2012.
I’ve always been drawn to transactional law, as I like the idea of people working together to accomplish a common goal – though those people may have different ideas about how to get there! The lawyer’s role is to navigate the legal path to that common goal, and I enjoy that process. In our clinic, we assist clients with small business and nonprofit legal matters, real estate transactions, entertainment law matters, and project-based work intended to foster community economic development. I also work with the Recording Artists Project, which is a student practice organization.
This semester I have six students in the Community Enterprise Project, which is a division of the Transactional Law Clinics. One of our projects involves a partnership with a local nonprofit organization that works in the area of affordable housing, and together we are putting together materials to assist people who own condos understand the legal implications of belonging to a condo association. When condo associations fail to properly function, buying and selling those units can become impossible, which stifles economic development in the community. Through the project, we hope to reach people facing these issues and help them out of a tough spot, whether through the written materials, community workshops, or by assisting them with direct legal representation in the clinic.
The best part about my job is the constant interaction I have with interesting people. Most of our clients are entrepreneurs, and their passion is palpable — helping them on their journey from business idea to reality is such a joy. Our students are a brilliant, tenacious team, and it’s a thrill to witness how genuinely invested they are in their clients and projects. I am also grateful to work alongside Brian Price, Jim Jacobs, Joe Hedal, and the other clinicians across HLS, as they are excellent lawyers, committed teachers, and invaluable sounding boards.
When I’m not working, I like to be outside as much as possible, whether spending time with my husband and dog or taking a long bike ride.
L-R: Therese Rohrbeck, Philip Meers
On Wednesday, HLS alumna and former Transactional Law Clinics Fellow, Therese Rohrbeck ’08, was featured at Harvard’s Start, Run, Grow: Exploring Entrepreneurship event, where she discussed how she started her new venture, Saga Dairy, which is producing Viking Icelandic Yogurt. “The idea was born when my fiancé and I were shopping for yogurt at a whole foods store and noticed the Icelandic yogurt, a new product with a high price tag” said Therese. “We wanted to create something that was more affordable and we started to experiment with making our own yogurt at home.”
Moving from kitchen to mass production, however, was more complicated; from laboratory to product design, to packaging, Therese drew on her skills and knowledge she acquired from her time with the Transactional Law Clinics. As a Fellow, she worked on all kinds of legal transactions with entrepreneurs and small businesses, learning about the legal obstacles and strategies for overcoming them.
“I gained the skills that are the building blocks, necessary to make someone successful” she said. “From for-profit to not-for-profit, from restaurants to selling t-shirts, I learned about the tax issues and the necessary steps to form a viable company. And if you understand the legal system, you are less intimidated to build something from scratch. My time at the Transactional Law Clinics, not only gave me my legal skills but taught me entrepreneurship, business, and negotiation.”
Christine Marshall, J.D. ’14
By: Christine Marshall, J.D. ’14
Recipe for an exciting start-up: begin with advanced fermentation technology, create an innovative craft microbrewery, and mix-in local urban growers. This is the strategic plan of one of our clients. In Fall 2013, the Transactional Law Clinics (“TLC”) helped this start-up company launch a small private placement offering to raise capital for its operations. The company is raising investment capital to start the first craft brewery of its kind in Somerville, Massachusetts. In addition to being a production facility and retail taproom, the company’s headquarters will also serve as a local foods hub by hosting a range of small urban growers in a communal space for manufacturing and direct retail. Within the next few years, the company anticipates launching a unique business incubator to drive development of interdisciplinary ventures in fermentation technology. Because the client expects to be continuing its private placement offering at the time this article was scheduled for publication, the company is not named in this article.
Four local entrepreneurs founded the business in January 2013. Three of the four are graduate students at MIT, Harvard, and Yale, and the fourth is a software engineer. Collectively, the four founders have a wealth of expertise in microbiology, computational biology, and engineering. They located their operations in Somerville because they believe that the local craft beer market is underdeveloped. As they explained, Somerville is a city of 76,000 people and the most densely populated township in New England, but does not have any production craft breweries. The founders estimate that the size of the Somerville beer market is about $50 million annually, assuming a price of $20 to $40 per gallon and beer consumption at the 2012 Massachusetts average of 26.2 gallons per legally-aged person.
TLC Student Karl Sigwarth ’14 began working with the company in Spring 2013 to draft an operating agreement. The agreement was finalized in September 2013, but the Founders’ plans were unexpectedly delayed due to the federal government shutdown on October 1, 2013. The company was unable to file its application for a federal brewing permit with the Alcohol and Tobacco Tax and Trade Bureau as planned, causing a setback of about a month. With production delayed, the company reached out to TLC for help raising capital to bridge the gap. Christine Marshall, TLC Student ’14, worked on the case, and was supervised by Joe Hedal, Deputy Director of TLC.
TLC recognized that there were limited choices available for fundraising since the company did not want to amend its operating agreement until after the permitting process was complete and, as a start-up, could not access traditional bank loans at desired rates. With TLC’s guidance, the company is conducting a convertible note offering. This structure enables the company to raise funds from investors immediately and repay them with equity when the notes convert. Christine helped the company draft a convertible note and private placement memorandum, use an exemption from federal securities laws, and comply with applicable state securities laws. Christine commented: “While Rule 504 of Regulation D under the federal securities laws applies as expected, I was surprised by the variation in state securities laws. In terms of the convertible note purchase agreement, I tried to keep the document as simple as possible since the company intends on offering the securities to friends and family investors. I found it interesting and challenging to look at complex precedents from other deals and decide what concepts should be included in the note agreement to appropriately balance precision and completeness with simplicity. Overall, I think that both the PPM and convertible note purchase agreement will serve the client’s interests well and enable them to conduct a successful offering.”
The case was a wonderful opportunity for TLC students to learn how to conduct a small private placement offering and navigate securities laws, while providing valuable services to local entrepreneurs. Professor Brian Price, Director of TLC, stated: “This case represents the kind of experience students are able to gain assisting clients to figure out and implement solutions in fast moving real time contexts handling challenging multi-doctrinal legal matters. Not only did Christine benefit from the learning experience but so too did her clinical student colleagues.”
The company is well on its way to achieving its capital target to fund its near-term operations and looks forward to a grand opening in Spring of 2014. As one of the founders observed, “We never imagined that the government shut-down this past fall would delay our federal permitting and put our plans on hold. The work and guidance provided by TLC and Christine was a great help to us as we navigated through this obstacle.” TLC is pleased to have the opportunity to serve the local community and provide students with a variety of meaningful assignments that provide practical legal training while in law school.
L-R: Amanda Kool, Veronica Sauer, Josh Wackerly, Brett Heeger
By: Amanda Kool, Clinical Fellow,Transactional Law Clinic
Wednesday, December 4th was a day for the record books of the revamped Community Enterprise Project of the Transactional Law Clinics (CEP). After months comprised of countless meetings with clients and community partners, treks from campus to Jamaica Plain, toolkit revisions, and lunch jaunts to City Feed, the three CEP students capped the semester with a whirlwind, 12-hour day in which their efforts culminated with an ease which belied the amount of effort it took to get there.
After an end-of-year breakfast in Jamaica Plain and a few finishing touches on individual cases at the Legal Services Center, the team picked up 100 copies of the freshly printed Food Truck Legal Toolkit before heading to Boston’s City Hall. There, CEP was joined by members of the Food Law and Policy Clinic (FLPC), who represent the other half of the cross-clinical team working on the food truck project, and together the clinics presented the materials contained in the toolkit to a lively audience of inspiring food truck owners on behalf of the Mayor’s Office of Food Initiatives (OFI). FLPC student Jason Qu ‘14 expertly clarified Boston’s food truck permitting and licensing regimes, while CEP students Veronica Sauer ’14 and Josh Wackerly ‘14 guided the attendees through the finer points of business formation, employment law, and other legal implications of starting a business. “Our challenge [with the toolkit and presentation] was to make a complex body of laws and regulations accessible for the community,” stated Qu. “We ended up creating a valuable resource for potential vendors and for the City itself.” As team members leafed through the 77 page document, which had been carefully organized to guide a potential food truck vendor through the myriad of legal processes of starting a food truck from business plan to sample contracts, Wackerly added, “when you see [the Toolkit] in print, you can definitely appreciate the amount of work the whole team put into it. It was very rewarding to be able to finish such a major project and then have the opportunity to turn around and present that product to the public and immediately witness the positive impact we’ve had on the community.”
At the end of the presentation, each attendee walked away with not only a deeper understanding of the process and a copy of the toolkit, but also an invitation to contact the FLPC/CEP team for individual legal representation, whether for assistance navigating one piece of the process or for help with all of it. Officials from the City of Boston were similarly pleased with the toolkit and presentation. Peter Murphy, Program Coordinator of OFI, commented afterward, “The presentation was thoughtful, incredibly clear, and provided a real benefit to the potential [food truck] vendors. The resources [the clinics] have created for us are really vital to the help that we are able to provide vendors – I cannot thank [CEP and FLPC] enough.” For the FLPC and CEP students involved, the end of Wednesday’s presentation meant a challenging and fulfilling semester of clinical work was now officially behind them. Sauer remarked, “I’m incredibly proud of the toolkit we compiled, as well as the way we all worked together as a team to produce a document that we are all proud of and all feel ownership for. I think creating a lasting resource for the community was a tremendous thing to accomplish.”
For FLPC Director Emily Broad Leib and Transactional Law Clinics attorney and Clinical Fellow Amanda Kool, Wednesday also marked the culmination of over a year’s worth of preparation, but only the beginning of ongoing cross-practice collaboration. Under Broad Leib’s supervision, former students of the FLPC, including Duncan Farthing-Nichol ’14, had begun work with OFI over a year prior to conduct an in-depth review of the city’s current rules for food trucks and recommend changes to streamline the process, improve efficiency, and facilitate expansion of the program. After FLPC delivered policy recommendations on those rules to OFI, FLPC engaged CEP to tackle the general legal challenges faced by aspiring food truck vendors. CEP students, including former student Ryan Hatten ’14, supplemented the permitting and licensing information with the types of general transactional law information for which clients contact the Harvard Transactional Law Clinics each day, but tailored to the specific needs of food truck vendors. Connections were made with existing food trucks, commissary kitchens, payroll service companies, and business assistance providers over the span of a year to fill knowledge gaps in the toolkit. A full description of the project can be found in an article co-authored by Broad Leib and Kool, “Using Cross-practice Collaboration to Meet the Evolving Legal Needs of Local Food Entrepreneurs,” which was published in the Fall 2013 issue of the quarterly American Bar Association magazine Natural Resources and Environment. Kool explains, “When Emily and I co-wrote the ABA article in the spring, we utilized the publication to outline the steps our respective clinics would each take to get to the project where we wanted it to go. By the time the publication hit mailboxes across the country this week, we had achieved each of those steps, precisely as we had envisioned.”
Yet the production of the Food Truck Toolkit marks only a milestone (if a major one) in the clinics’ efforts to support Boston’s food truck community. Broad Leib, looking forward to next semester, continues, “The next phase of the plan is for CEP to begin representing individual food trucks and transfer the wisdom gained back to FLPC, effectively closing the feedback loop to guide FLPC’s next round of policy recommendations to the City. Though the hardest part is now behind us, this cross-practice collaborative model allows us to continue to work together in a synergistic way, utilizing the particular strengths of each clinic to generate a return on the collaboration that is greater than the sum of its individual successes.”
While the FLPC/CEP food truck project will conduct additional trainings and begin to represent individual food truck vendors moving forward, new client casework and a number of new community projects will be brought into CEP’s mix, as well. Next semester, CEP will double in size, with six students working out of the Legal Services Center. Like this semester, CEP students will split their time between individual, direct client representation and large, collaborative projects. CEP students Wackerly and Brett Heeger ‘14 have decided to continue with CEP into the spring semester. “For me,” states Heeger, “what makes CEP so exciting is the chance we have to think about community needs from multiple angles.” He adds, “Many HLS students are interested in doing pro bono work after graduation, including fellowships like Equal Justice Works and Skadden or pro bono practices within law firms. Project development skills learned through CEP offer direct experience that can be applied to designing or helping to expand pro bono practices – experience that is rarely available, especially in the transactional law realm.”
Despite its rapid growth, CEP will continue to focus its work in the community of Jamaica Plain and surrounding neighborhoods. “It’s been immensely rewarding to immerse myself in the communities in which I’m working,” Heeger continues. “I’ve been invited to concerts where my clients are performing, eaten food that my clients have produced, and bumped into community leaders on the street outside the Legal Services Center. People have been incredibly welcoming and enormously grateful as CEP has attempted to find opportunities to expand and support otherwise underserved needs.”
Former HLS clinical student John Bennett recently launched a Kickstarter project to fund Zen of 180, an LSAT preparation product that provides free explanations to LSAT questions. The project comes out of Zen Way Inc, Bennett’s education technology startup committed to democratizing access to higher education. Zen Way is a 2013 Harvard University President’s Challenge finalist at the Harvard Innovation Lab.
Bennett, who worked at the Transactional Law Clinics while a student at HLS, found his clinical experience to be an asset when he began Zen Way.
My work with TLC has proven surprisingly helpful in running my business, especially in how to interface with our legal counsel and business consultants.
TLC helped me know which legal resources to use at Harvard, and the various services those groups could offer us. We used HLEP (Harvard Law Entrepreneurship Project) to do some initial patent research for us, and have been at the i-lab since it opened to student teams.
Mainly, though, TLC helped me the most in thinking through the intellectual property issues that my business has; the clients I worked with presented challenging questions on patent ownership, creative commons licensing for online content, and even how to market a product that is not protectable under any IP regime.
Watch as Bennett explains Zen of 180 in the Kickstarter video above, or visit the campaign page to learn more about the project.
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