As preparation for advising startup companies, students participate in a series of class sessions over the first half of the semester covering the topics most frequently encountered by startup businesses, including, pre-venture counseling, entity choice, formation documents, shareholder agreements, IP protection, etc. Then, students will receive firsthand experience in working with real startup companies under the supervision of the course instructor and supervisor. The students will 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 meets throughout the semester. During the first five weeks, one 90-minute session each week consists of a substantive overview of the areas of law and issues most frequently encountered in working with startup companies. In the five modules over the remaining eight weeks of the semester students will meet the client company and conduct an interview to assess the nature of the business; assess the legal issues and needs of the client company and prepare a summary of issues; meet with the client company to provide 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 initial client needs; and meet with the client company to provide a final legal plan and draft documents.
Students spend considerable time outside of the classroom meeting with clients and the supervising attorney, and preparing drafts and final versions of legal documents.
Prerequisite: 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.