Author Archive | ahorn

Serving Boston entrepreneurs in the Transactional Law Clinics

[Originally posted on December 19, 2023, on the Office of Clinical and Pro Bono Program blog]

Dec 19, 2023

By Reema Doleh ’25

Growing up in south Brooklyn, the entrepreneurial community and the immigrant community often overlapped. Every small business that lined our street was owned by first-generation Americans. The small business community serves as a powerful tool for employment and economic growth in New York City, but it can be difficult to fathom the hurdles of starting your own business. My father dreamt of being able to own his own business, a small grocery store stocked floor to ceiling with mango juice, olives, and other goods from his home country, but he struggled navigating the legal hurdles of starting a business alongside managing one’s immigration status. It was a role where he could be immersed in the lives of his new community while connecting them to his home. His small shop in the heart of Brooklyn now serves as a hub for community gathering. Like many other immigrants in New York, entrepreneurship was a tool of financial empowerment for my family.

In November of my 1L fall, I attended an OPIA community discussion titled, “Transactional Public Interest Law: Not an Oxymoron!” with Wasserstein Fellow Taylor James. James discussed the breadth of the legal practice that falls under the umbrella of transactional public interest law. Through strategic partnerships with nonprofits, entrepreneurs, and community-based organizations, James discussed how the law can be leveraged to create better opportunities for low-income communities. This lunch talk piqued my interest in transactional public interest work and after a one-on-one meeting with the fellow, I decided to spend my 1L summer as a legal intern on a community and economic development team with a non-profit legal services organization in New York, gaining professional experience in the transactional public interest law space.

I continued this work by joining the Transactional Law Clinics (“TLC”) as a 2L. As a student attorney with TLC, I had the incredible opportunity to join the Community Enterprise Project (“CEP”) and tackle complex legal issues for local entrepreneurs like my father. I began developing these skills during 1L as a student attorney with the Harvard Law Entrepreneurship project. In this student practice organization, I advised a Harvard student-led business venture, which exposed me to legal research and memo writing from a client-centered perspective. I further developed my skills as a client-centered lawyer in TLC, working on projects that ranged from assessing the feasibility of developing a non-profit housing cooperative to registering trademarks and copyrights for various nonprofits and small businesses in the area. During my semester, I was exposed to different types of substantive work: (1) legal research, (2) legal advising, (3) liability waiver/contract drafting, and (4) community outreach with local entrepreneurs. TLC provided me with an opportunity to apply my legal research skills, gain contract drafting skills and presentation skills.

CEP provides transactional legal services to nonprofits and small businesses while also partnering with community organizations to meet the needs of local entrepreneurs by providing on-site and virtual workshops on a variety of legal and business topics. One of these workshops was on commercial leases. Alongside another student attorney, I conducted extensive research on the intricacies of these leases. We partnered with Bowdoin Geneva Main Streets, a non-profit organization that acts as a hub for local businesses and community members. Bowdoin Geneva also provides technical and holistic support to promote business growth. Our presentation was attended by over a dozen community members and local entrepreneurs, each with their own experiences and interests in commercial leases. We discussed the nuances and provisions of a commercial lease and answered complex legal questions from the attendees. This experience emphasized the importance of community lawyering in the greater Boston area. Working with Boston-based clients and conducting a presentation in Dorchester, MA gave me an opportunity to leave the Harvard bubble and engage with the greater community. It is an honor to connect with and serve entrepreneurs across Boston.

Public interest transactional law is a unique intersection of community lawyering and client advocacy. Transactional law generally addresses diverse needs outside of the courtroom, through contract drafting, intellectual property, entity formation, and business acquisitions among other legal actions. Public interest transactional law, however, does all the above while considering the needs of those typically underserved and most ignored by the legal field.

I am grateful for my time as a student attorney in TLC for allowing me to further my experience in the unique intersection of public interest and transactional law. Whether a student is interested in public interest transactional work or transactional work in big law, participating as a student attorney in TLC will allow you to gain practical legal skills outside of the traditional law school classroom.

‘Advancing economic parity and justice’ in the Transactional Law Clinics

Jan 08, 2024

By Hurya Ahmed ’25

“Just as medical students need to complete hours in a hospital in order to graduate, every law student should be required to have clinical experience before entering the workforce.” The words of my clinical director on the last day of our workshop stuck with me. As I carry what I learned in clinic forward, I could not agree more. How can we expect lawyers, responsible for ensuring that their clients are compliant with federal securities regulations, for example, to graduate without ever having talked to a client? More than the substantive legal knowledge of corporate entity structure, applying for a patent, or the classic loopholes in a subcontractor agreement, the Harvard Transactional Law Clinics (“TLC”) taught me that relationships are of paramount importance in any field of the law, not just in transactional work.

My most important relationships in the clinic were with my clients and my supervisor. Client management includes, inter alia, setting client expectations, building personal rapport, keeping them informed, and genuinely caring about their success. With my supervisor, I learned to provide deliverables well in advance of client meetings in order to receive feedback, receive constructive criticism during reviews, and keep her notified of my progress and challenges on each matter. The growing pains associated with any of these skills are not something one can learn to tackle in a classroom or doctrinal textbook. They come with interacting with community members face to face, hearing the excitement in their voice when describing their ideas, their frustration when something isn’t done right or quickly enough, and staying by their side until the deal is done. TLC, in taking on low-income clients with aspirations of setting up their LLC, registering their trademark, or reviewing their commercial lease agreement, allows clinical students to serve their community while learning the ropes of a vital and substantial part of contemporary legal practice.

In fact, I joined TLC because during the first year of law school, students get exposure to and experience primarily in litigation through reading cases, taking classes like Civil Procedure, and completing the first-year Ames moot court competition. It’s a foregone conclusion that if one wants to do transactional work, they must learn it on the job. TLC presented a unique opportunity to gain exposure to this field of work while still in school, finding out what exactly it entails without committing to it long-term.

Throughout the course of the semester, student advocates in the clinic routinely discussed whether transactional law promotes social justice. Some students argued that considering one to be promoting social justice while merely competing tasks like drafting contracts and forming entities would dilute the meaning of the term. True social justice, to them, meant amplifying underrepresented voices and radically pursuing causes that directly pertain to their marginalized identities. Others were more hopeful that their work, in some way, was a piece in the puzzle of redistribution of wealth and long-term success of low-income families. I tended to fall in the second camp.

TLC, being a legal clinic, provides transactional legal services to clients that would otherwise not be able to obtain them, due to lack of resources or access. Student advocates are intentionally trained to be aware of cultural backgrounds different from their own, varying levels of education, unique family and economic circumstances, and language barriers. They are also introduced to client-centered practice, which prioritizes client input throughout the legal advising process, and how it is necessary for clients to feel a sense of ownership over the legal decisions that affect their livelihood. At every juncture, one’s guiding question must be, “how does this help our client pursue their end goal?’

For our clients, one word in a draft contract or missed deadline in the fine print can be the difference between a once-in-a-lifetime opportunity to open their business or secure a loan, and having to forego that chance altogether. For me, this meant that providing legal counsel for someone working toward a lifelong dream of starting their business and propelling their family forward financially was the privilege of playing some role in the advancement of economic parity and justice. Especially in a country with wealth disparity as great as ours, clinical students get to play a special equalizing role when we help our clients navigate complex legal jargon, the frameworks of corporate entity law, and other transactional hurdles.

TLC presents the perfect nexus of pursuing both the public interest and gaining exposure to transactional work. Finding its niche in the promotion of social justice is a personal journey. One can be sure, however, that the relationships developed during the experience will last a lifetime.

Commercial Leases: Learn the Do’s & Don’ts Before You Sign

Bowdoin Geneva Main Streets & Transactional Law Clinics of Harvard Law School presents..

An In Person Workshop on Commercial Leases,

Wednesday, November 8th,  6 PM – 7:30 PM EST

Do you currently have a commercial lease up for renewal or are you just starting out preparing to lease a new retail or office space? This workshop is for you. Learn the basic Do’s and Don’ts before you sign a new lease with a landlord for a commercial business. Understanding terms and your rights are important. Protect your business from future mistakes or liabilities with a proper contract that is balanced and fair.

The presentation will provide general guidance on commercial leases. We are not able to provide direct legal advice in response to your questions during the presentation but will use the information and questions you share to tailor the presentation. Note that the information you share on this form is visible to both the Transactional Law Clinics at Harvard Law School and Bowdoin Geneva Main Streets.”

Opportunities for additional services are available free of charge for those that qualify subject to the availability of the Transactional Law Clinics.

Introduction To Contracts For Small Business Owners

Introduction To Contracts For Small Business Owners Workshop FlygerAre you a small business owner looking to gain a better understanding of contracts? Whether you’re just starting out or seeking to refine your knowledge, our “Intro to Contracts for Small Business Owners” presentation is for you.

Register for this webinar, to be presented on Wednesday, November 15th, 2023 at 6 PM by following this link

Understanding how contracts work is crucial for safeguarding your interests and promoting growth. Whether you’re entering into agreements with clients, suppliers, or employees, having a strong grasp of contract essentials can help you avoid costly mistakes and legal troubles. This event is designed to demystify contract basics, making contracts accessible and comprehensible for small business owners like you.

The presentation will cover key topics, including contract formation and modification, common contract terms, breach of contract, and best practices for making contracts. Join us for an informative and engaging presentation that will empower you to make informed decisions for your business.

Presented by Boston Local Development Corporation (BLDC) and the Transactional Law Clinics (TLC) of Harvard Law School.

Harvard Law’s Transactional Law Clinics help community members build businesses and long-term financial security

[Originally posted Sep 06, 2023 by Harvard Law Today]

Clinics that are more than just transactional

Harvard Law’s Business and Non-Profit Clinic, Real Estate Clinic, Entertainment Law Clinic, and Community Enterprise Project make a difference for community members in Boston and beyond


Kenny Kan’s world was buzzing with incredible ideas. An international student studying finance at Babson College in Massachusetts, Kan couldn’t help noticing how many of his friends and fellow students hoped to start impactful businesses. One wanted to empower women in his native Kenya to make and sell clothing to support their families. Another, whose wife ran a school in Afghanistan, wanted to launch his own business in education technology.

But Kan also noticed something else: for these potential entrepreneurs, many of whom were people of color or women, startup funding could be elusive — even nonexistent. “A lot of founders who are international or minorities have no one to talk to, and many times their ventures fail because there are no connections and resources that they can leverage,” he says.

Kan’s own big idea was to change that. As the founder of Bridge Young Things (BYT), an investment club, he brings together investors to raise capital and fund early business ventures, particularly those led by minorities and women. Today, his club supports half a dozen businesses, some with investment capital and others by facilitating connections that will be essential to their long-term success.

And just as his organization supports nascent ventures, so too did Kan receive help to launch his — thanks to Harvard Law School’s Transactional Law Clinics.

The Clinics

The Transactional Law Clinics, consisting of the Business and Non-Profit Clinic, the Real Estate Clinic, the Entertainment Law Clinic, and the Community Enterprise Project, are led by Director Brian K. Price, and provide legal assistance to Massachusetts small business owners, entrepreneurs, musicians and artists, and community organizations. Part of the Harvard Law Clinical Program, the group of clinics support everything from the initial stages of business formation to contracts and negotiations, protection for intellectual property, permitting and licensing, and many other services.

The work, says Price, helps real people establish initiatives and businesses that sustain communities and the people who live in them. “I’ve always felt that a good way to help people is to help put money in their pocket,” he says.

“Helping people with their businesses, helping people with their transactions — this is a form of advancing society that doesn’t just simply react to crises, but instead tries to get ahead of crises and help people to proactively build something.”

Clinical Professor of Law Brian K. Price, director of the Transactional Law Clinics

Price says that while litigation is important, surveys show that a large portion of legal work today is transactional, and law students in the clinics benefit alongside their clients. “The legal landscape is very complex, and it can be difficult, even for lawyers, to navigate what a business owner needs to do to limit their liability or properly comply with regulations,” he says. “Meanwhile, students have often communicated back to us that their [transactional law] experience enhanced their ability to hit the ground running in their careers.”

Perhaps unexpectedly, the clinics also have a social justice angle, says Carmen Halford ’16. “I think if you are social justice minded, there may be a misunderstanding that transactional work can’t contribute to those values or those goals,” she says. “But economic justice is also important. If you want to make a difference in the community, thinking about how you can help people to generate wealth for themselves is critical as well.”

Halford, who participated in the Transactional Law Clinics as a Harvard Law student and is now a clinical instructor there, points to her team’s efforts to expand services to formerly incarcerated people as just one example. “For them, entrepreneurship may sometimes be a last resort, because there are so many barriers for them to obtaining traditional employment,” she says. “Being able to access these free legal services is very important to helping them take the next step in their lives.”

Empowering clients

Despite, or perhaps because of, the immense demand for transactional law services, they can be prohibitively expensive for many people, particularly those just starting out in their careers or businesses, says Sam Koolaq ’16. That’s where the clinics come in.

As a Harvard Law student, Koolaq relished the opportunity to directly support creatives and artists, such as musicians and clothing designers, as they pursued their passions.

“I came into law school with a strong interest in civil rights and public interest work,” says Koolaq, who, in 2020, returned to Harvard to serve as a clinical instructor in the Entertainment Law Clinic. “For me, the clinics provided an opportunity to pivot from traditional public interest work that is more defensive or reactive — which, of course, is very necessary and important — to work that is more proactive and preventative, for clients with very limited resources who wish to build something for themselves in business contexts that are not necessarily friendly to them. That was very attractive to me.”

One of Koolaq’s favorite memories as a student was when he assisted a local sports clothing designer in filing for trademark protection for his product. Shockingly, a powerful international sports organization contested his client’s application, which might have doomed it, had the clinics not been involved. But under Price’s guidance, Koolaq successfully negotiated with the much larger entity, coming to a mutually beneficial settlement agreement that eventually allowed his client to obtain his trademark.

“For [the formerly incarcerated], entrepreneurship may sometimes be a last resort, because there are so many barriers for them to obtaining traditional employment … Being able to access these free legal services is very important to helping them take the next step in their lives.”

Carmen Halford ’16, clinical instructor, Transactional Law Clinics

“That was a really empowering experience,” says Koolaq, who is now the director of the Entertainment Law Clinic. “There was such a discrepancy in resources between this large company and this upstart, entrepreneurial resident of Boston, and it felt very satisfying to have the tools to help bridge that gap.”

Halford says she also came to law school with a desire to help people and improve communities, and she found what she was looking for in the work the clinics were doing. As an example, she points to a client who, with her help, established a nonprofit dedicated to reducing the transmission of tuberculosis in North Korea. Thanks to its newfound not-for-profit status, the organization could now legally fundraise for its important mission.

“We can’t take credit for the amazing work that our clients are doing,” says Halford. “But we can create structures for clients that offer them more legal protection, which allows them to keep doing that great work.”

For Patricia Alejandro ’17, it was the clinics’ relationship with clients that initially attracted her as a Harvard Law student, and what beckoned her back to serve as a clinical instructor with the Community Enterprise Project after several years in private practice. “Instead of a top-down approach, we are here to partner with our clients, to share our skills and knowledge, so that they are empowered to prevent issues themselves and to know when it is necessary to bring in an attorney,” she says. “That was a very different approach from what I had seen before in my career — and I really liked it.”

Today, she and her clinical students work with nonprofits and small businesses in and around Boston, such as an organization looking to develop housing to prevent displacement, and aspiring entrepreneurs from immigrant communities in Dorchester and Roxbury.

She and her students have also assisted with the launch of several worker cooperatives, which are businesses that are owned and managed by their employees. One client, Democracy Brewing, a taproom and gastropub in downtown Boston, became the first brewery in Massachusetts to launch as a worker-owned business in 2018 — thanks to assistance from Harvard’s Transactional Law Clinics.

Practical knowledge with a real impact

Just as a diverse array of businesses and individuals have benefitted from the hard work of the clinics’ student attorneys, so too have those students benefitted from their clinical experiences, says Price.

While Transactional Law Clinic students are supervised by practicing attorneys, Price says they are given autonomy and flexibility in working with their clients, helping them to gain confidence in their practice along with new skills. In addition to learning how to interview and work with clients to form businesses, draft contracts, negotiate, and understand relevant requirements and regulations, students have also created shareable resources and held informational community meetings — always in service of their clients’ unique needs.

“In our clinics, students learn the value their legal knowledge can bring to a client’s life. They often gain, or have reaffirmed, a desire to share their legal abilities with those in need, whether through pro bono work post law school or otherwise,” says Price.

“Instead of a top-down approach, we are here to partner with our clients, to share our skills and knowledge, so that they are empowered to prevent issues themselves and to know when it is necessary to bring in an attorney. … That was a very different approach from what I had seen before in my career — and I really liked it.”

Patricia Alejandro ’17, clinical instructor, Transactional Law Clinics

Koolaq, of the Entertainment Law Clinic, says that it can be rewarding to help clients take ownership over their ideas and their careers, adding that students interested in having a direct impact on peoples’ lives should consider the Transactional Law Clinics. “It’s important that students understand that there is a third option in addition to the two traditional paths that most students see — between public interest law and corporate law,” he says. “This is a version of private practice that is still of service to people in need.”

And practically, the clinics prepare students for many kinds of careers, says Price. “We’ve had students join Big Law firms, medium-sized firms, or start their own firm. We’ve had students who go on to work at nonprofit organizations, or in the government or academia. We’ve even had some students who join the clinics to better understand the legal landscape for business so that they can become entrepreneurs themselves.”

Building a business that builds businesses

For student attorneys in the Transactional Law Clinics, their work often has a ripple effect. By helping one small business owner from Boston, one local entrepreneur or musician with a dream, they not only set that person up for success, but they also enable their clients to have a wider impact on the world around them.

That’s what happened with Kan, the founder of Bridge Young Things. He received assistance from the Business and Non-Profit Clinic to draw up the organizing documents needed to launch his investment club. He also benefitted from consultations on relevant fiduciary rules and regulations, which he says helped him understand the legal boundaries of his work.

“The students have been super helpful,” he says. “We’re a small organization, so we don’t expect to have legal issues, but it’s very reassuring to know that someone with legal expertise has endorsed and confirmed what we’re trying to do and that our risks are minimized. It makes me much more comfortable moving forward.”

Today, Kan’s organization has invested with half a dozen small, minority-owned businesses in Massachusetts and around the country. It recently celebrated a big success, when the online learning tool developed by his classmate from Afghanistan was sold — a win for both the entrepreneur and Bridge Young Things. “It’s a rewarding feeling to help minority entrepreneurs get to that next level,” he says.

It’s also a result that dovetails neatly with the Transactional Law Clinics’ own mission — to give people the tools to foster their own long-term financial success.

“Helping people with their businesses, helping people with their transactions — this is a form of advancing society that doesn’t just simply react to crises, but instead tries to get ahead of crises and help people to proactively build something,” says Price. “We are always here to support what our clients are trying to do.”


Acting Like a Lawyer with the Transactional Law Clinics

[Originally posted on April 24, 2023 by the HLS Clinical and Pro Bono Programs blog]

By Millen Trujillo ’23

headshot of Millen Trujillo

Millen Trujillo ’23

I had always been told law school would teach me to “think like a lawyer.” My 1L year lived up to this promise as it was the most intellectually rigorous experience of my life to date. Through it, I developed and honed a new skill I had never before touched upon: legal reasoning. Learning to think like a lawyer was challenging, fulfilling, and empowering. Still, at the end of my first year, I realized I had the ability to think like a lawyer but absolutely no idea how to act like one. For example, I had completed my Contracts course, but in 12 weeks of instruction I had not read a single contract. Thinking like a lawyer—while an important part of my legal education—did not prepare me to assist an actual client with an actual legal issue.

The Transactional Law Clinics (TLC) filled in this gap in my legal education perfectly. The work I did at TLC was substantive, varied, and—oftentimes—just plain fun. Much of the substantive work I completed fell into three broad buckets: (1) Entity formation, (2) Intellectual property law, and (3) Contract drafting. These legal arenas were challenging to master but also presented me with an opportunity to translate my newfound ability to think like a lawyer into the actual practice of law.

That said, I want to focus my reflections here not on the substantive minutia of the cases I took on, but rather on the macro lessons TLC taught me vis-à-vis the practice of law itself. To that end, below are three takeaways from my time at TLC that I will carry with me throughout my legal career.

1. TLC operated as a small law firm. I came straight to law school following my undergraduate studies. In this way, I did not know how to be a quality employee in a professional-services role. Being accountable to a client, responsive to a supervisor, and collaborative with my peers were all skill sets that I did not have an opportunity to adequately develop during my time as a student. TLC, however, operated like a law firm. I had a supervisor (i.e., partner) to whom I was responsible for delivering a work product, clients that were relying on me to assist them with their legal needs, and fellow students (i.e., peers) to learn and collaborate with. In this way, TLC was my first foray into being a professional service worker.

2. TLC allowed me to act as a counselor. Legal service needs in the U.S. system are intimidating. This being the case, clients came to TLC experiencing a range of emotions: fear, excitement, confusion, and hope. I discovered that more often than not, clients did not need high-end, bespoke, complex legal services. They needed to be counseled and led through the complex, nebulous world that is the American legal system. In this way, I acted as a guide, a mentor, and a counselor for clients. I learned that lawyering requires more than a mastery of the law, as it also demands a mastery of human interaction. Developing empathy, strategic awareness, and social skill when interacting with clients was some of the most important training I did with TLC.

3. TLC was a vehicle for engaging with the Boston community. Much of law school is centered around a “taking” framework. Students take knowledge, take resources, and take experiences from HLS to their lives and careers beyond HLS. Most of the time we take this value and deploy it outside of Boston as we move on to other geographies following graduation. We pay a lot of tuition to be here, so this “taking” framework in which students attempt to capture the value they are paying for makes sense. Still, it feels good to give back to the city we call home for three years as students. Clinics are one avenue in which HLS allows us to do just that. TLC services Boston-based clients, and thus students have an opportunity to make a direct impact on the local community. Clients are genuinely grateful when their legal needs are met. The excitement and emotion experienced by clients when their LLC is formed, their trademark application is filed, or their partnership agreement is drafted is palpable. It is an honor to assist the people of Boston with their legal needs as they set out to create, build, and develop the world around them.

I am grateful for my time at TLC, I am grateful to Professor Price and the rest of the supervising staff for serving as mentors to me throughout my time at the clinic, and I am grateful to HLS for allowing me the opportunity to act like a lawyer through my time at TLC.

So, You Want To Break Into The Music World?

[Originally published by Harvard Law Today, April 4th, 2023]


Managers of several high-profile rap and pop musicians discuss working with artists and the music industry at a Harvard Law symposium

Eight panelists pose for a group photo.

Students from Harvard Law’s Recording Artists Project welcomed artist managers and label executives from across the music industry including Binta Brown, CEO & Founder of omalilly projects and manager of popular Chicago-based rapper Vic Mensa; Matthew Baus, co-founder of Bad Habit Records; Muyiwa Awoniyi, manager of Nigerian singer-songwriter Tems; and Rayan Falouji, manager of rapper redveil.

So, you want to break into the rap or pop music world? Then you’d better start getting your business and legal skills together.

The Harvard Law School Recording Artists Project, known as RAP, was established in 1998 to provide expertise and pro bono legal assistance to the creative community. Last Saturday, the group, led by current co-presidents Landon Harris ’23 and Andrew Choi ’23, presented a daylong seminar, “Local Sounds, Global Impact,” which included a panel of industry professionals, a showcase of local artists who’ve worked with RAP, and breakout sessions afterward.

“If you create something out of nothing, you’re in a business,” said Boston music producer Rob Kelley-Morgan, introducing the event. “The minute you make a song, the minute you record your voice, you’ve just created a product. And that product needs to be protected.”

Strategies to protect and promote that product was the focus of the main panel, moderated by RAP Events Director Ify White-Thorpe ’24. Each of the four panelists was a prominent artist manager or record-label owner; while they came from diverse backgrounds, they all grew up with the same love of music.

The one lawyer on the panel was Binta Brown, who manages the popular Chicago-based rapper Vic Mensa. Later this semester, RAP will be bringing Mensa to the Harvard African Diaspora Conference, where he will speak about the music festival he launched this year in Ghana with Chance the Rapper.

“When I looked at career paths, I wanted to be like Clive Davis [Arista Records founder, HLS ’56] or Walter Yetnikoff [the late CBS Records president],” Brown said. “They each had law degrees and I saw how that could be helpful. I also had a deep and profound love of justice.”

After graduating from Columbia Law School, she worked in the prestigious firm Cravath, Swaine & Moore, which represented high-profile entertainment companies including Time-Warner and DreamWorks. “My journey has been unorthodox for artists’ managers, but I am hoping it won’t remain so.”

While she doesn’t believe in doing legal work for her artists, those skills still come in handy. “I can read contracts really fast, and I can have a conversation with their attorneys and understand what they’re saying. When the artist has a manager who can understand the attorneys and the businesspeople, you can’t hide the truth from them.”

“To me, the artist is the quarterback, and I’m the coach,” said Rayan Falouji, who manages the 18-year-old rap star redveil. “It’s a developed trust over time, and you have to let them fall on their face sometimes. Artists are naturally sensitive people, and you can’t tell someone what their vision is — There’s no ‘You have to do the song or the cover art this way.’ Sometimes the artist is right, sometimes I am, but you have to let the road pave itself. As long as he’s not doing something that would tank his career — like saying ‘I’m going to drop this country song as a rapper.’”

Sometimes it makes sense to pull back and let an artist live, he said, especially when you manage a youthful artist. He said that redveil’s recent trip to India will likely provide fuel for his work to come.  “One of my mentors had an artist who took two years to make an album. After that, he made three in a month. He just lived, and it’s the living that makes them write and articulate about the state that they’re in.”

Matthew Baus, who runs the Bad Habit label, recalled a specific incident with an artist he previously managed, the Nigerian star Burna Boy. Last spring, Burna Boy insisted that “Last Last” would be the first single from his latest album, when the label had marked a different song for a high-profile rollout.

“That move changed our trajectory for the rest of the year,” Baus said. “He wanted to go onstage at the Billboard Music Awards, and perform a song that was not out yet. When someone is that specific, you need to follow their energy — and sometimes you have to follow crazy. You have to be the one that brings sanity, and sometimes you make impossible things happen.” And in this case, the artist’s instincts were sound; the song went on to be an international chart-topper.

As Baus pointed out, everyone there was in two businesses: The arts business and the entertainment business. “The arts business is ‘This is me; this is the story I want to tell.’ The entertainment business is ‘Who’s buying this, who’s going to the shows?’ The artist’s identity is the bottom line. Everything else plays into marketing, staying true to your mission statement.”

Sometimes you also have to say no, added Muyiwa Awoniyi. His own artist, the Nigerian-born star Tems, recently went viral for the extravagant dress she wore at the Oscars. Other ideas, he said, prove less workable. “One artist wanted to shoot a video that never came out, because it was basically impossible. It’s important that you and the artist are on the same page.”

During a legal breakout session afterward, RAP’s supervising attorney, Clinical Instructor Sam Koolaq ’16, addressed a smaller group of artists, producers and young entrepreneurs. And he asked the question on most peoples’ minds: How do musicians get paid? Most of the answers, he said, fall into two categories: Trademark income (merchandising, touring, etc.) and copyright income. Every time somebody buys a particular song, two copyrights are being honored: One for the recorded performance, the other for the written song. And the widespread popularity of sampling has brought an unprecedented number of copyright infringement cases.

Artists, he said, have dealt with sampling copyrights in different ways. The most prudent approach is to make an arrangement with the original copyright holder before releasing the track. The risk here is that the sample may be vetoed, and the song never released. Other artists simply choose to release the song and deal with the copyright later; this creates its own risks.

“I’d caution there that it costs more money if your song does well, “Koolaq said. “If your song gets five million streams, the copyright holder may say ‘We’ll take a piece of that.’ That was something Lil Nas X learned the hard way [after the major success of his sample-heavy ‘Old Town Road’].”

On the other hand, he said, such arrangements are great if you’re the copyright holder. “Nine Inch Nails got some mansion money out of that.”

Helping Minority-Owned Businesses

[Originally published January 30th, 2023, on the Office of Clinical and Pro Bono Programs blog]

An experience that ‘stands out from the rest’

[Originally posted on 20th Dec 2022 on the Office of Clinical and Pro Bono Programs blog]

By Alec Johnson, J.D. ’24

headshot of Alec Johnson

Alec Johnson ’24

The first year of law school intimidated me for many reasons: intellectually challenging coursework, grades based entirely on final exams, and hundreds of new classmates—all of whom with fascinating backgrounds—caused me (alongside most of my peers) to enter 1L under tremendous anxiety. And while such concerns gradually faded as I grew comfortable in this new setting, one source of difficulty persists today: law school’s emphasis on theory.

Coming directly from the University of Minnesota with majors in finance and accounting, my undergraduate education and (brief) work experience revolved around real-world practicality: What is the net present value of this project? How will it impact the firm’s tax liability? And are there alternatives that offer a greater return or lower risk? Accordingly, the policy-based nature of law school coursework made for a jarring transition. Gone were the days of learning the Generally Accepted Accounting Principles and applying them to concrete scenarios with objectively correct answers; instead, I was expected to study the underpinning of the law, questioning its premises and proposing improvements as needed.

This open-ended emphasis is not inherently problematic; indeed, plenty of lawyers—especially those from Harvard Law School—regularly conduct such inquiries through their roles as, for instance, litigators, judges, and professors. However, given my business background and plans to practice corporate law after graduation, I sought more practical learning when selecting my second-year coursework. And combined with my preexisting curiosity for the school’s numerous clinical programs, this interest caused one experience to stand out from the rest: the Transactional Law Clinics.

Trying clinical work for the first time, I was just as intimidated as when I began law school. While I understood the purpose of a transactional lawyer and the subject matter behind this program’s practice areas, how would I fare in applying such knowledge to ongoing legal issues? Additionally, due to my more reserved personality, the thought of directly engaging with clients and administering meetings (albeit under instructor supervision) terrified me. Nevertheless, I viewed the program as an excellent opportunity to preemptively address these shortcomings during law school rather than postpone them until after graduation. And it delivered.

As expected, my first few weeks in the Transactional Law Clinics contained many challenges: drafting precise contractual language, developing rapport with clientele, and even simply billing time all constituted tasks that I had never before performed despite their ubiquitousness in the corporate work. However, through repeated exposure to such responsibilities (and plenty more) with individualized feedback from my supervisor each week, I grew increasingly comfortable in the transition from a law student to a student advisor.

For instance, whereas I initially dreaded all client communications due to my then-constant fear of sharing incorrect advice, I have since found myself looking forward to such meetings as a much-needed change of pace from traditional law school studies. Guided by my instructor’s tailored feedback, I have developed the confidence necessary to fulfill clients’ requested services without perpetually second-guessing my results. This observation should not imply that I have grown careless in my work; rather, I have developed sufficient familiarity with both my clientele and their deliverables to recognize when I may assertively share conclusions.

Reflecting on the last twelve weeks, my cases at the Transactional Law Clinics have simply been too varying to pinpoint one “favorite.” Drafting a commercial lease for a startup café, developing a presentation on the distinct characteristics of the most common business entities, and updating a spreadsheet that calculates differences in tax liabilities between limited liability companies and S corporations are just a sample of my completed matters this fall. But, if anything, my strongest memories of the program stem from observing the development of my clients.

For example, one of my long-term cases involves a client intending to open a restaurant in the Boston area, and I have accordingly helped her create an operating agreement, draft a master contract for future collaborations, investigate the prospects of a trademark for her company’s name, and research the basics of franchise law. Beyond exemplifying the breadth of services offered by the Transactional Law Clinics, this matter enabled me to witness the client’s growth firsthand; during this semester alone, she acquired both a liquor license along with the keys to her business’s property, and her excitement to open the restaurant becomes increasingly palpable with each meeting. While my contributions concern just one small portion of her overall venture, I still had a sense of pride from seeing the client inch closer toward her entrepreneurial dream and express gratitude for my work. Naturally, the program (like most real-world practice) has its share of mundane tasks too. But the peaks of the Transactional Law Clinics—including the satisfaction gained from helping those who otherwise could not afford legal services—more than compensate for such low points.

I would recommend this program to anyone even remotely interested in transactional work. Law school courses successfully instill substantive doctrines and legal reasoning, but the field requires some skills that cannot be taught in the classroom (especially for transactional practice). Moreover, as evidenced by my earlier praise, the Transactional Law Clinics have provided many of my most memorable moments in law school and reaffirmed my passion for the profession. Unlike most classes that give just a single character of feedback through letter grades, this program offers constant opportunities for practical self-development through conversations with instructors, clients, and peers—all while simultaneously assisting disadvantaged groups in the community.

In total, this program has enabled me to cultivate many skills essential for successful transactional practice; from drafting contracts on relatively complex matters to simply maintaining organization when managing my caseload, I have gained indispensable insight from the Transactional Law Clinics that would have otherwise been unobtainable in school. Although I will be clerking and subsequently working at a large law firm in New York after graduation, these experiences have demonstrated firsthand the importance of small-scale, community lawyering. Accordingly, I hope to eventually return to this realm after graduation—be it through pro bono work or otherwise.