Clinics

Business Law Transactions Clinic

LW.10195 / LW.11302
Professor Stephanie Abramson
Professor Sean Delany
Clinic Fellows and Supervising Attorneys:
Emily Winston, Naveen Thomas and Jeremy Steckel
Open to 3L students only
Maximum of 12 students

Fall and Spring semesters
5 credits*
Prerequisite: Corporations
Recommended: Federal Income Taxation and Securities Regulation

Introduction

Students participating in the Business Law Transactions Clinic provide legal services on transactional and governance matters relating to the business needs of clients. The Clinic provides legal services to non-profit organizations, as well as to small businesses, entrepreneurs and social enterprises that may not have access to the traditional legal market and that operate in areas of concern to the public.  If you would like further information on becoming one of the Clinic’s clients, please click here.

Course Description

In the Clinic, first offered in the Spring 2010 semester, students have worked on:

  • planning transactions and drafting contracts, memoranda of understanding, leases, promissory notes, employment agreements and other operating agreements;
  • reviewing contracts and other documents and advising senior executives and boards about governance and disclosure practices; and
  • preparing bylaws, conflict-of-interest, investment, social media and other board policies, employee manuals, committee charters, and similar documents.

We expect students in the Clinic will develop analytical, planning, editorial and counseling skills in the context of client projects and reality-grounded class work.  Students will learn to understand legal documents as business communications and to communicate complex legal concepts, factual matters and tactical choices in simple, concise, organized and understandable ways.

The Clinic’s clients include both non-profit organizations and certain for-profit businesses. We focus on providing practical and thoughtful support to senior leaders of these institutions. We expect that Clinic students will do great work for our clients. Finally, we want our students to see how business lawyers can serve the community by advising social enterprises and engaging in pro bono work, board service and volunteer activities.

The Clinic includes a weekly two-hour seminar, which focuses on the business lawyer’s multiple roles in assessing, planning and managing corporate transactions. Most seminars will feature guest speakers, typically practicing lawyers who advise business executives on strategic decisions, or executives who work with business lawyers on transactions. Student exercises in the seminars will include negotiations, analysis of hypothetical transactions, and presentations of student work. In addition, the seminar will involve some substantive law sessions, including discussions of relevant ethical and not-for-profit law provisions and other areas that may be required for effective representation.

The following are some examples of the Clinic’s work:

  • For a not-for-profit national media company, conducted due diligence on a proposed acquisition of a for-profit technology company;
  • For a for‐profit company developing an app to fight hunger and eliminate wasted food, advised regarding compliance with the New York charitable solicitation laws, drafted collaboration agreements with restaurants and charities and revised website terms of use;
  • For an animal hospital, drafted forms of agreements regarding non-competition and non-solicitation covenants and a memorandum of understanding with a partner veterinary provider for work of residents;
  • For an organization which provides legal services to children in foster care, prepared an amendment to a funding contract with the State of New York, a contract with a software developer, a social networking policy, a memorandum on employer liability in connection with background checks, guidance on standards for hosting an online bulletin board, amended bylaws, an investment policy and a disaster and data recovery plan;
  • For a community support organization, revised a personnel manual, negotiated the renewal of a lease, and reviewed corporate governance issues;
  • For a for‐profit education consulting company and for a nonprofit media organization, advised on proposed acquisitions of for‐profit companies, including drafting an acquisition term sheet and non‐disclosure agreements and conducting due diligence;
  • For a civil rights organization, revised a contract regarding archiving of records and prepared a records retention policy;
  • For a museum located outside New York, acted as special New York counsel on a combination with a New York cultural institution;
  • For an organization providing tutoring services in public school, drafted a contract with a public school and a template for additional public schools, along with preparation of an employee manual;
  • For an organization that supports cancer patients and their families, drafted a license agreement;
  • For an association of law professors, amended bylaws and advised on charitable solicitation regulations;
  • For an organization providing services for victims of domestic violence, revised forms of contracts and advised on issues regarding privileged information;
  • For a for‐profit financial consultancy and a for‐profit public relations agency, prepared forms of professional services agreements, statements of work and agreements with consultants;
  • For an organization rendering support services to women seeking career advancement, drafted an agreement with an agency of the City of New York to provide training sessions;
  • For an organization sponsoring arts and other cultural events, prepared collaboration agreements with artists and institutions;
  • For an organization that aims to improve community health, advised on transfers of technology contracts; 
  • For an organization that supports a subsidiary of the United Nations, reviewed form of corporate sponsorship;
  • For various organizations, prepared investment policies and reviewed grant agreements for compliance with the New York Prudent Management of Institutional Funds;
  • For a day care center, provided guidance on collaboration with other day care centers and drafted collaboration agreements with two other day care centers;
  • For a sponsoring organization, prepared forms of fiscal sponsorship agreements;
  • For NYU law school, drafted a series of agreements and memorandum of understanding to structure a proposed student organization; and
  • For various organizations, amended bylaws, drafted committee charters and prepared personnel manuals.

Administrative Information

The seminar will meet once a week for two hours. However, students interested in the Clinic must also be available on a weekly basis for meetings with the supervising attorneys to discuss client projects or participate in calls with clients.

Application Procedure

Students should fill out and submit the standard application, resume and law school transcript using CAMS, the online application system. There will be no interview, but the faculty members may contact you with questions regarding your application. For more information about the Clinic, please contact Jeremy Steckel, Emily Winston, or any of the prior students listed below.

Student Contacts

Fall 2013 Spring 2014
Chris Bachand-Parente
Max Cantor
Stephanie Coco
Dylan Consla
Nicole Escobar
Stephanie Lai
Jason Rosenthal
Saarah Woodby
Douglas Cohen
Luis E. Fernández de la Vara
Hampton Foushée
David Hamel
Tim Huang
Andrew McCain
Zach Portnoy
Lukas Richards
Nicholas Scholten
Kenneth Villa
Seema Vora
Hank Zhou

* 5 credits include 3 clinical credits and 2 academic seminar credits.