TRANSACTIONAL LAW CLINIC: Giving Startup Companies at Darden a Legal Leg Up
By Brian McNeill
Through a new clinic Law students are providing free legal services to startup companies founded by students at UVA's Darden School of Business.
In the Transactional Law Clinic, which launched as a trial course in the spring and officially began this fall, Law students work with MBA students who are starting fledgling companies through the Darden Business Incubator program. The program helps graduate business students prepare their early-stage startups to the point of receiving support from investors.
Russell Schundler, the clinic's director. "Many times, these companies are early stage enough that they really have not made many decisions yet. It’s a stage when the Law students can work with the Darden students on the legal implication of their business model and help the businesses build a strong legal foundation."
The Darden students, he added, find it helpful "because they receive free education about the legal issues they’re going to run into with their proposed businesses and become sensitized to legal issues that small businesses are likely to encounter."
In the spring, six Law students participating in the clinic worked with 12 companies in the Darden Business Incubator. After spending time in class covering some of the subject matter they were likely to need — namely tax, corporate, and intellectual property law — the Law students then interviewed the Darden students and started identifying the companies' legal needs.
One of the companies, MobilizeArt, is building a website that will sell original art — by art, design, and architecture students and others — for less than $100. "You've got a lot of good art that artists currently don't think to sell," said Darden student Zubin Mehta, the company's founder. "And you've got a lot of demand for affordable art that currently is being fed by generic posters of Monets, of models, of fast cars. So I'm trying to bring the two together and actually create a site where you can buy original art, and where most of it will be under $100."
In Mehta's case, the students provided standard contracts and nondisclosure agreements that he will need as his company gets off the ground. They also helped Mehta identify potential legal problems he may encounter down the road, allowing him to strengthen his business model for the long term, he said.
"I was able to work through the pros and cons with them, [and] find alternatives," he said. "I think that's really where they added the most value. Long-term thinking about things I wouldn't have thought of, and maybe wouldn't have affected me in the first few years. But four or five years out, these are the things that I could come to regret." Had it not been for the Law students' advice, Mehta said, he almost certainly would have needed to hire a professional lawyer.
"That would have been very expensive," he said. "And if I'd spoken to a lawyer, I don't think that I would have gotten a lot of the long-term thinking [the Law students] gave me because I would have been thinking about the clock and the running bill. I'd be focused on, 'These are the five things I need to cover, as quickly as I can, and then get out of the office. Let's not deviate from these five points.'"
Schundler said the lessons students learn in the clinic apply to all lawyers who work with businesses.
"Whether you’re going to be dealing with startups, or just general corporate work, it’s a good experience because a lot of what we’re really doing in the clinic is teaching the Law students how to communicate about potentially complicated legal issues [and] allow the clients to make decisions about what the legal implications of their actions might be," he said.
Robert Lynn ’12 said he enjoyed tackling the novel legal challenges that arise with launching innovative new companies. "These companies are walking into legal issues that no one has ever looked at before, no one has ever considered before," Lynn said. "It’s been really exciting to walk with these clients through the research and [to try to help] set them up with a company that can succeed."
Following graduation, Lynn went to work at a law firm in Northern Virginia that represents emerging technology-focused startups. "This clinic has given me a really awesome opportunity to learn exactly the kind of trade that I’m going to step into," he said. "I know that my firm appreciates it. I know that my clients I’m going to have in the future will appreciate it."
Third-year Britt Eichner said the transactional clinic started giving her the kind of experience she needed as she headed into a summer job with the Boston office of a global law firm.
"Having gotten my feet wet, [the clinic] is something that should help me when I get a transactional assignment this summer," she said. "It’s been really great to have some hands-on experience."
Eichner, who worked as a paralegal at both a mid-sized law firm and in the in-house legal department of a consulting firm before entering UVA, is enrolled in the school's joint J.D.-MBA program, meaning she is also pursuing a business degree from Darden. The clinic, she said, was a natural fit for her interests in law and business.
"I started over at Darden several years ago, so for the last three years I’ve had friends who were in the Incubator and they’ve always said, 'I know you were a paralegal; you’re at the Law School. Can you help me with my startup this summer?'" she said. "I’d always have to say no — until this year, when finally I feel like I can actually give back a little bit and actually help the students. I know they’ve been tremendously appreciative of the help that we're able to provide them — because otherwise it'd be something that’s cost-prohibitive for them at this stage."