Clinics

Business Law Transactions Clinic

LW.10195 / LW.11302
Founders and Directors: Stephanie Abramson and Sean Delany
Associate Director and Supervising Attorney: Naveen Thomas
Supervising Attorneys: Mira Dewji, Marc Perlmutter and Marilyn Sobel
Fellow and Supervising Attorney: Jillian Schroeder-Fenlon
Open to 3L students only
Maximum of 12 students

Fall and Spring semesters
5 credits*
Prerequisite: Corporations
Recommended: 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 the Clinic's clients. The Clinic provides legal services to nonprofit organizations, as well as to social enterprises that may not have access to the traditional legal market and that operate in areas of concern to the public. For further details about the Clinic, please see our brochure. The clinic supervising attorneys are admitted to practice law in the State of New York and are also competent to advise on matters governed by the General Corporation Law of the State of Delaware. If you would like further information on becoming one of the Clinic’s clients, please look at our intake form.

Course Description

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

  • drafting, reviewing and negotiating contracts and other documents relating to commercial, corporate, financing, leasing and licensing transactions;
  • ensuring compliance with regulations relating to securities, charitable solicitation, and tax-exempt status;
  • advising senior executives and boards of directors regarding governance, disclosure and data privacy practices;
  • preparing bylaws, conflict-of-interest, investment, social media, whistleblower and other board policies; employee manuals; committee charters; and similar documents; and
  • planning transactions and forming business organizations.

We expect students in the Clinic will develop analytical, planning, drafting, negotiation, interviewing, counseling and presentation 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 a nonprofit chamber of commerce, established an affiliated public charity, drafted its organizational documents, provided advice regarding its corporate governance, and drafted a cost-sharing agreement between the two entities.

  • For a nonprofit “venture philanthropy organization” dedicated to supporting local news organizations nationwide, provided advice regarding grants to those organizations and drafted a conflict of interest policy.

  • For a nonprofit entity that develops financing solutions for green energy projects, drafted an administration agreement to govern the relationship between the entity and the City of New York with respect to a new commercial clean energy loan financing program.

  • For a nonprofit news organization committed to improving children’s education in the US, drafted an agreement template to use with event sponsors, in compliance with applicable tax rules and regulations.

  • For an unincorporated nonprofit association building a web-based platform designed to enable people who are homeless or in poverty to find and rate social services across New York City, drafted a volunteer agreement and bill of rights for use with volunteers, and terms of use and a privacy policy for the association’s websites.

  • For a for-profit creative agency that helps academic and research institutions to make knowledge more accessible to the public through digital-first experiences, drafted templates for client service agreements and standard employment terms, and provided counsel and drafted documents relating to formation of a public benefit corporation.

  • For various nonprofit organizations with operations in multiple countries, drafted related-party agreements among their affiliates in those countries.
  • For a nonprofit network of after-school programs for K-12 students, provided advice regarding data security measures for students’ personally identifiable information and academic records.
  • For a nonprofit theater company, drafted forms of agreements to be used with actors and set designers, and drafted a collaboration agreement with a playwright and co-director.
  • For a nonprofit incubator, drafted forms of agreements to be used with program participants and employees.
  • For a for-profit social enterprise that produces candles and donates a portion of the proceeds to charity, drafted forms of agreements to be used with retailers and customers, negotiated the terms of a commercial lease, and drafted an agreement to govern a commercial co-venture with a nonprofit organization in compliance with applicable tax and charitable solicitation laws.
  • For a nonprofit civil rights organization, drafted an agreement which governs the sharing of employees and costs with a related organization, and advised on revisions to director election procedures and other corporate governance policies to prevent hostile takeovers by politically opposed groups.
  • For several for-profit startups with social missions, drafted financing documents for seed round fundraising, including convertible promissory notes, and provided advice regarding securities law compliance.
  • 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 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 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 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 several nonprofit and for‐profit companies, 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 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.
  • For various organizations, amended bylaws, drafted committee charters and prepared personnel manuals.
  • For Washington Square Legal Services, Inc., advised on the structuring of, established, and prepared investment guidelines for a charitable bail fund managed and administered by students at NYU School of Law.

Administrative Information

The seminar meets once a week for one hour and 50 minutes and students are expected to attend every seminar. Students enrolled in the clinic must also attend weekly in-person meetings with the supervising attorneys and weekly meetings with the clinic fellows to discuss client projects and are required to participate in calls and meetings with clients at other times and locations as client work may demand. Students will spend an average of at least 10 hours per week on client work.

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 Naveen Thomas, Jillian Schroeder-Fenlon, or any of the prior students listed below.

Student Contacts

Spring 2018 Fall 2018
Laura Arango
Joshua Bronstein
Leland Chang
Soung Young Choe
Andrew Cohen
Raymond Diggs
Jichael Kim
Christina Kwak
Maryanne Liu
Dennis Mai
Daniel Mueller
Alex Siegel
Judy Choi
Adam Cohen
Allie Cohen
Steven Iezzi
Alex Marcellesi
Ignatius Nam
Elizabeth Ngo
Richard Pan
Chelsea Renter
Evan Swager
 

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