Business Law Transactions Clinic

LW.10195 / LW.11302
Professor Stephanie Abramson
Professor Sean Delany
Supervising Attorneys: Marc Perlmutter and Marilyn Sobel
Clinic Fellows and Supervising Attorneys:
Daniella Polar and Naveen Thomas
Open to 3L students only
Maximum of 12 students

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


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 nonprofit 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 program, first offered in the Spring 2010 semester, students have worked on:

  • planning transactions and drafting term sheets, contracts, memoranda of understanding, leases, promissory notes, employment agreements and other operating agreements;
  • performing reviews of contracts and other documents and advising senior executives and boards about governance and disclosure practices; and
  • preparing bylaws, conflict-of-interest, investment, social media, whistleblower 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.

We focus on providing practical and thoughtful support to senior leaders of both nonprofit and certain for-profit businesses. We expect that Clinic students will do great work for our clients. In addition, 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 whose specialties contribute to strategic decisions made by business executives 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 several for-profit startups with social missions, drafted financing documents for seed round fundraising.
  • For a for profit startup bakery in an underdeveloped neighborhood, advised on initial investment from a nonprofit organization that supports local entrepreneurs.
  • 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 a for-profit software analytics firm utilizing big data to route enterprises more efficiently and analyze traffic data to promote public safety, drafted term sheets for potential partnerships with logistics companies.
  • For a nonprofit advisory firm that collaborates with government, funders and social service providers on social impact bonds, advised on structuring a proposed transaction.
  • For a nonprofit 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 a nonprofit 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 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 nonprofit civil rights organization, revised a contract regarding archiving of records and prepared a records retention policy;
  • For a nonprofit organization providing tutoring services in public school, drafted a contract with a public school and a template for additional public schools;
  • For an organization that supports cancer patients and their families, drafted a license agreement;
  • 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 providing services to women seeking career advancement, drafted an agreement with an agency of the City of New York to provide training sessions;
  • For an arts organization and day care center prepared collaboration agreements;
  • For a community health organization, advised on transfer 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 sponsoring organization, prepared forms of fiscal sponsorship agreements;
  • For NYU School of Law, 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 one hour and fifty mintues and students are expected to attend every seminar. Students interested in the Clinic must also be available on a weekly basis for in-person meetings with the supervising attorneys to discuss client projects or participate in calls with clients and at other times as client work may demand. We expect our students will spend 10-15 hours per week on client work, sometimes less, sometimes more.

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

Spring 2015 Fall 2015
Kylie Barbosa
Michael Bill
Ngoc Quang Bui
Courtney Chen
David Cios
Richard Jantz
Spencer Joffrion
Daryl Kleiman
Clare Lascelles
Randall Limberg
Christine Shim
Seth Silverman
Erik Andren
Paul Connect
Monica Heinze
Alexandra Kleiman
Andrew Marmer
Olga Mir
Yingchuan Mo
Evan Orman
Sherrone Ricks
Rachel Silberman
Sher-Min Yang
Dian Yu

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