As preparation for advising startup companies, students participate in a series of class sessions covering the topics most frequently encountered by startup businesses, including pre-venture counseling, entity choice, formation documents, shareholder agreements, intellectual property protection, etc. Students will then receive hands-on experience working with real startup companies under the supervision of their attorney supervisor. Students take the lead role in working with the entrepreneurs, including conducting interviews, performing research, providing a legal plan for the business, identifying documents to be drafted and drafting documents. Note that the clinic does NOT provide counsel on: litigation, patents, securities regulation, tax matters, public mergers or acquisitions, or international trade.

This course will meet throughout the semester. During the first few weeks, sessions will consist of a substantive overview of the areas of law and issues most frequently encountered in working with startup companies. Over the remaining weeks, students hear from industry experts, entrepreneurs and investors and focus on the clinical portion of the class. In the clinical portion, students will meet client companies and conduct interviews to assess nature of business, assess legal issues and needs of client companies and prepare summaries of issues, provide client companies an initial overview of legal issues associated with the business and provide a suggested course of action as to initial documents to be prepared, draft documents to meet client needs, and consult with their supervising attorney to provide client companies other work product and counsel.

Students will spend considerable time outside of the classroom meeting with clients and their supervising attorney, as well as preparing drafts and final versions of legal documents.

PREREQUISITES: Recommended courses include Emerging Growth Companies and Venture Capital Financing: Principles and Practice; Finance of Small Enterprises; the January term course Legal Practice and the Startup Company: An Inside Look; and Introduction to Corporations.