Business Law Transactions Clinic
Professor Stephanie Abramson
Professor Sean Delany
Open to 3L and 2L students
Maximum of 8-12 students
Prerequisites: Corporations and Federal Income Taxation
The Business Law Transactions Clinic will provide an opportunity for students to provide legal services to nonprofit organizations, including corporate governance, contracts, and communications work.
Beginning in the spring semester 2010, we will offer a new clinical program in corporate legal services to nonprofit organizations. We anticipate that the students will:
• perform targeted legal reviews and advise senior executives and boards about governance and disclosure practices;
• prepare bylaws, conflict-of-interest and other board policies, committee charters, director orientation materials, board calendars, board self-assessment tools and similar documents;
• plan transactions, draft contracts, MOUs and other operating agreements (program, grant, service, independent contractor, fiscal sponsorship) and prepare workplan and other project documents; and
• prepare template and tool documents (contracts, forms, summaries and checklists) for management use.
Our clients will range from organizations in the $300,000 - $2 million range, with some perhaps even larger. We will focus on providing practical and context-aware support to senior leaders of these institutions.
We expect that clinic students will, first, do great work for our clients. Second, students will have the opportunity to develop analytical, planning, editorial and counseling skills in the context of both live client projects and reality-grounded class work. Finally, we want our students to see how business lawyers can serve the community through pro bono, board service, leadership and volunteer activities.
A weekly two-hour seminar will support the clinic’s field work. It will focus on the business lawyer’s multiple roles in assessing, planning and managing corporate events and transactions. Student exercises will include client communications, including presentations to Boards of Directors or Trustees, as well as contract review and transaction closing. 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 of our clients.
Students in the clinic will explore their client’s mission, organizational structure and complexity, and constituencies, and will integrate these into their transaction analyses. Students will engage in thorough legal assessments and will identify and acquire the necessary factual and legal data to generate the appropriate theory, plan and advice. They will generate various written work products both for the seminar and for client interactions. They 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.
In order to ensure that the Business Clinic does not interfere with the planning of other clinical programs, we will not accept applications from students who have already made a commitment to another clinic. To apply, please email a clinic application form, resume and Law School transcript to Jamie Peterson, by October 16, 2010.
* 5 credits includes 3 clinical credits and 2 academic seminar credits.