Business Transactions Clinic

LW.10195 / LW.11302
Professor Sandeep Dhaliwal
Open to 2L and 3L students; LLMs if space is available*
Maximum of 8 students

Fall and Spring semesters
5 credits**
Co-requisite: Corporations
Recommended: Securities Regulation and Contract Drafting

Prospective Clients

To learn whether and how the Business Transactions Clinic can represent you, please read about our clients and services in the “Client Work” section below. In addition, to be eligible for our services, you or your business must be located in New York State or your legal needs must relate to New York law. If you would like to become a client of the Business Transactions Clinic, please contact Sandeep Dhaliwal with details regarding your organization and legal needs. If the clinic can assist you, Sandeep will ask you to complete our intake form before receiving services.

Course Description

Learning Goals

Students in the Business Transactions Clinic learn

  • practical lawyering skills and substantive legal knowledge that promote success as lawyers in any area of transactional practice;
  • how to help clients solve problems, make decisions, and accomplish their goals;
  • the values in legal practice of efficiency, concision, clarity, reliability, empathy, professionalism, and teamwork; and
  • how to serve the community through pro bono representation of organizational clients in transactional matters.

Client Work

The Clinic provides free business, transactional and advisory legal services to nonprofit organizations, social enterprises, cooperatives, and under-resourced entrepreneurs and small businesses that operate in areas of concern to the public.

Our projects involve, for example:

  • business planning and entity formation;
  • commercial, corporate, financing, leasing and licensing transactions;
  • compliance with laws and regulations relating to securities, charitable solicitation, and tax-exempt status;
  • corporate governance and internal policies; and
  • relationships with employees, service providers, founders, investors, and affiliates.

Our services do not include trademark or patent applications, tax filings or advice, litigation, or dispute resolution.

To complete our projects, students work in teams of two, with the close supervision and guidance of Clinic faculty. Our activities include:

  • interviewing client representatives regarding their organization's activities and legal needs;
  • drafting, reviewing, and negotiating contracts and other legal documents;
  • performing legal research and due diligence;
  • counseling clients orally and in writing;
  • presenting our work to clients’ governing boards; and
  • consulting with local counsel in other jurisdictions and with subject-matter specialists.

For more information about the clinic’s work, please see our list of representative matters.


The Clinic includes a weekly seminar, which trains students in the knowledge and skills that transactional lawyers need, both within the Clinic and beyond. The seminar also challenges students to think critically about transactional lawyering, including how it might relate to building and sustaining community power and flourishing. Certain sessions cover substantive law relevant to the Clinic’s work, including ethical rules and the legal aspects of different organizations. Other sessions promote transactional lawyering skills, such as contract drafting and negotiation and client counseling. Some seminars feature practicing lawyers as guests, who discuss how specialized areas of law intersect with more general corporate practice.

In-class exercises may include analysis of transactions, writing and drafting exercises, and case rounds, in which students discuss their client work with their classmates. Many of these exercises call for students to collaborate with their classmates, reflecting the importance of teamwork in legal practice.

Time Commitment

The seminar meets once a week for two hours. Students must attend every seminar. Before each class, they must read all assigned materials and occasionally prepare for presentations and other activities in collaboration with classmates.

In addition, students attend weekly one-hour team meetings with their partners and Clinic faculty to discuss client work. They also participate in separate calls and meetings with clients throughout the semester. We accommodate students’ course schedules and other responsibilities when arranging these activities. As in any clinic at the Law School, students should expect to spend an average of 10 to 20 hours per week on client work.

Student Application Procedure

Students should submit the standard clinic application, resume and law school transcript using CAMS, the online application system. There is no interview, but the faculty and staff may contact students with questions regarding their applications. For more information about the Clinic, please contact any of the prior students listed below.

Student Contacts

Spring 2021 Fall 2021

Dylan Abolafia
Sam Boissard
Jason Choe
Maral Clay
Gretchen Dougherty
Ted Lee
Elie Lipnik
Alex Lyass
Harshil Mehta
Michael Modak-Truran
Aryana Salehi
Jim Yoon

Sierra Acosta
Nicole Hammons
Caroline Henebry
Devin Hisarli
Suzie Kaufman
Taylor Leighton
Chandler Michaels
Chris Nickas
Maria Peroni
Sam Siegel
Roey Vardi
Lary Yau

* Consult the Clinics Open to LL.M. Students page to see if the clinic is available to LL.M.s in the current year.

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