Author Archive | ahorn

Justice And Health

[Posted on April 9th, 2015, on the Office of Clinical and Pro Bono Programs Blog]



Anthony was nervous. Sitting across from him was the North Korean Minister of Health. Armed guards stood nearby, ready and waiting. Did a drop of sweat slip off of Anthony’s brow? Perhaps caused by the steamy Pyongyang summer? Or perhaps it fell because Anthony knew that lives depended on this conversation. He opened his mouth to explain.

How did he get here? It was the refugees; they led him here: the North Korean refugees fleeing into China. Anthony, an expert in public health who was then pursuing his graduate studies at the Harvard School of Public Health, had been moved by their stories and had devoted himself to searching for solutions to their plight. In the end, the search led him here, into the Democratic People’s Republic of Korea (DPRK, or North Korea) itself. He knew the only way to truly help the refugees was to tackle the problems that had forced them to leave in the first place: lack of food and basic healthcare.

DPRK was, and is still, suffering from a catastrophic tuberculosis epidemic. People are dying from a curable disease. So many people are infected that there are not resources to treat everyone. In an effort to insure equal access to healthcare, the government requires hospitals admit everyone who needs treatment. However, a patient needs to take medicine continuously over at least six-months in order to cure the infection. Because hospitals are overridden with patients, they are forced to discharge patients after only two months of treatment. This not only leaves them uncured, it also contributes to the rise of drug-resistant strains of the bacteria. These super bug strains (known as multi-drug resistant TB, or MDRTB) are much more costly to treat. If they spread, they pose a formidable threat to global public health.

Anthony explained to the DPRK Minister of Health his plan: to open companion clinics to house TB patients discharged from current hospitals. There, North Korean medical personnel could continue to administer their drugs up to completion. Anthony would also raise money to buy food for the hospitals, for both the patients and the staff. How could Anthony make all of this happen? He would form a nonprofit organization in the U.S. and conduct fundraising there. Anthony watched the Minister… how would he respond?

Suspicious at first, the Minister soon saw that Anthony sincerely wanted to help. The Minister was a man devoted to improving the lot of his people, and was overjoyed to meet someone with Anthony’s energy and creative ideas. Not only did the Minister agree to support Anthony’s plans, he also instructed his men to escort Anthony wherever he wanted to go, even to regions where foreigners were usually prohibited. Anthony visited clinics around the country, and when he returned to the U.S. he threw himself into building his team and laying the groundwork for what he hopes to be his life’s work: the non-profit organization Justice And Health.

So where do I come in? I was Justice And Health’s student attorney. As a 2L in my third semester of law school. Unbelievable, right?

While Justice And Health was planning how to prevent a major global health catastrophe, its members had not exactly prioritized the legal details of forming a nonprofit. Anthony came into the Transactional Law Clinics for our first meeting, along with Terrence Park, the organization’s administrative mastermind, looking for help with securing federal tax-exempt status. This status is crucial to their mission—without the status they cannot get donations; without donations they cannot build clinics; they cannot feed starving people.

We agreed to take them on as clients, and immediately realized that their incorporation documents were incomplete. I drafted amended articles of organization for them as well as organization by-laws. Then I assembled a massive amount of information for their tax-exempt status application. During my conversations with Anthony and Terrence, I learned what it’s like to try to save the world. And my questions about technicalities actually flagged some important issues that were hard to see from their big-picture vantage point. For example, no one knew who would own the clinical property: Justice And Health or the DPRK government.

After a great amount of legal research, several meetings, and many cups of coffee, I had everything ready to go. I was one email away from filing their application. Then something unexpected happened.

“I had a meeting with folks on the ground and have some updates. When can we speak on the phone?” After spending time reflecting on the details of their clinical construction plan, Justice And Health had changed their strategy. Better to start small and grow from there—instead of an independent clinical unit, they would build a soymilk factory and bakery within the clinical compound. They would supply the ingredients for both. This project would take much less capital to get started and could be up and running much faster than a full clinic.

So my application was out the window. Time to begin on another version.

Even acknowledging the hiccups along the way, words cannot express how much working with Justice And Health helped me grow as both a person and as an attorney. Transactional law probably does not seem like the place to promote a better world. But, after just a few weeks in the Transactional Law Clinics, I was helping do just that.

“Justice And Health has been so fortunate to have access to a resource like the Harvard Transactional Law Clinics,” Anthony Lee said. “Nonprofits like ours that are just getting started face all sorts of legal hurdles. Our TLC student advocate both helped us identify what we needed to do and how. Because she was still learning about this area of law, she brought a level of enthusiasm and curiosity that we couldn’t have expected elsewhere. Not to mention that the price was reasonable enough that our nascent organization could take care of the legal stuff without sacrificing progress on our broader goals.”

Many Advocates, One Goal: How Lawyers Can Use Community Partnerships to Foster Local Economic Development

via the American Bar Association, Business Law Section Community Economic Development Newsletter

By: Amanda L. Kool, Attorney and Clinical Fellow, Harvard Transactional Law Clinics, and Brett Heeger, JD Candidate May 2014, Harvard Law School


Community partnerships provide a promising mechanism through which lawyers can promote economic development. When lawyers serve to connect valuable resources rather than solely respond to the needs of individual clients, they can better contribute to the dismantling of legal barriers to economic development. This article will highlight the efforts of the Harvard Transactional Law Clinics, specifically the clinic’s Community Enterprise Project, to use collaborative, project-based lawyering to address systemic legal barriers in the City of Boston. Though law school clinics are well-positioned to implement innovative models for the delivery of legal services, practitioners in other settings can leverage similar models for the benefit of their clients and local communities.

The Traditional Clinical Legal Services Model

Law school clinical programs have risen in popularity as a means to provide law students with an experiential education while delivering valuable legal services to the communities to which the schools belong. In recent years, many law schools have expanded their clinical offerings beyond the traditional model that paired a law student (under the supervision of a practicing attorney) with a low-income individual facing a court appearance or other litigation-related matters. These law schools now offer a range of clinical programs tailored to the interests of the student body, the expertise of faculty, and the particular needs of clients in the area. In addition to expanded litigation-based offerings and policy clinics, some schools have instituted transactional clinical programs. These programs often assist individuals, small businesses, and nonprofit organizations of limited means with some combination of entity formation, contract negotiation and preparation, advice on protecting intellectual property, and (less often) real estate transactions. By participating in these clinics, law students gain not only the substantive legal skills necessary to complete such transactions, but also develop valuable “soft” skills, including experience with client interviewing, issue identification, and case management; in turn, clients of transactional clinics enjoy access to types of legal services not typically offered by other low-cost or pro bono legal services providers.

Read the full article here.


Former Transactional Law Clinics Fellow Therese Rohrbeck Launches New BusinessVenture

L-R: Therese Rohrbeck, Philip Meers

L-R: Therese Rohrbeck, Philip Meers

[Posted on January 27, 2014 in the HLS Clinical and Pro Bono Programs Blog]


On Wednesday, HLS alumna and former Transactional Law Clinics Fellow, Therese Rohrbeck ’08, was featured at Harvard’s Start, Run, Grow: Exploring Entrepreneurship event, where she discussed how she started her new venture, Saga Dairy, which is producing Viking Icelandic Yogurt. “The idea was born when my fiancé and I were shopping for yogurt at a whole foods store and noticed the Icelandic yogurt, a new product with a high price tag” said Therese. “We wanted to create something that was more affordable and we started to experiment with making our own yogurt at home.”

Moving from kitchen to mass production, however, was more complicated; from laboratory to product design, to packaging, Therese drew on her skills and knowledge she acquired from her time with the Transactional Law Clinics. As a Fellow, she worked on all kinds of legal transactions with entrepreneurs and small businesses, learning about the legal obstacles and strategies for overcoming them.

“I gained the skills that are the building blocks, necessary to make someone successful” she said. “From for-profit to not-for-profit, from restaurants to selling t-shirts, I learned about the tax issues and the necessary steps to form a viable company.  And if you understand the legal system, you are less intimidated to build something from scratch. My time at the Transactional Law Clinics, not only gave me my legal skills but taught me entrepreneurship, business, and negotiation.”



Transactional Law Clinics Help Start-Up Microbrewery Raise Capital

[ Posted on January, 24 2014 in the HLS Clinical and Pro-Bono Programs Blog]

By: Christine Marshall, J.D. ’14

Christine Marshall, J.D. '14

Christine Marshall, J.D. ’14

Recipe for an exciting start-up: begin with advanced fermentation technology, create an innovative craft microbrewery, and mix-in local urban growers. This is the strategic plan of one of our clients. In Fall 2013, the Transactional Law Clinics (“TLC”) helped this start-up company launch a small private placement offering to raise capital for its operations. The company is raising investment capital to start the first craft brewery of its kind in Somerville, Massachusetts. In addition to being a production facility and retail taproom, the company’s headquarters will also serve as a local foods hub by hosting a range of small urban growers in a communal space for manufacturing and direct retail. Within the next few years, the company anticipates launching a unique business incubator to drive development of interdisciplinary ventures in fermentation technology. Because the client expects to be continuing its private placement offering at the time this article was scheduled for publication, the company is not named in this article.

Four local entrepreneurs founded the business in January 2013. Three of the four are graduate students at MIT, Harvard, and Yale, and the fourth is a software engineer. Collectively, the four founders have a wealth of expertise in microbiology, computational biology, and engineering. They located their operations in Somerville because they believe that the local craft beer market is underdeveloped. As they explained, Somerville is a city of 76,000 people and the most densely populated township in New England, but does not have any production craft breweries. The founders estimate that the size of the Somerville beer market is about $50 million annually, assuming a price of $20 to $40 per gallon and beer consumption at the 2012 Massachusetts average of 26.2 gallons per legally-aged person.

TLC Student Karl Sigwarth ’14 began working with the company in Spring 2013 to draft an operating agreement.  The agreement was finalized in September 2013, but the Founders’ plans were unexpectedly delayed due to the federal government shutdown on October 1, 2013.  The company was unable to file its application for a federal brewing permit with the Alcohol and Tobacco Tax and Trade Bureau as planned, causing a setback of about a month.  With production delayed, the company reached out to TLC for help raising capital to bridge the gap.  Christine Marshall, TLC Student ’14, worked on the case, and was supervised by Joe Hedal, Deputy Director of TLC.

TLC recognized that there were limited choices available for fundraising since the company did not want to amend its operating agreement until after the permitting process was complete and, as a start-up, could not access traditional bank loans at desired rates.  With TLC’s guidance, the company is conducting a convertible note offering.  This structure enables the company to raise funds from investors immediately and repay them with equity when the notes convert.  Christine helped the company draft a convertible note and private placement memorandum, use an exemption from federal securities laws, and comply with applicable state securities laws.  Christine commented:  “While Rule 504 of Regulation D under the federal securities laws applies as expected, I was surprised by the variation in state securities laws.  In terms of the convertible note purchase agreement, I tried to keep the document as simple as possible since the company intends on offering the securities to friends and family investors.  I found it interesting and challenging to look at complex precedents from other deals and decide what concepts should be included in the note agreement to appropriately balance precision and completeness with simplicity. Overall, I think that both the PPM and convertible note purchase agreement will serve the client’s interests well and enable them to conduct a successful offering.”

The case was a wonderful opportunity for TLC students to learn how to conduct a small private placement offering and navigate securities laws, while providing valuable services to local entrepreneurs.  Professor Brian Price, Director of TLC, stated: “This case represents the kind of experience students are able to gain assisting clients to figure out and implement solutions in fast moving real time contexts handling challenging multi-doctrinal legal matters. Not only did Christine benefit from the learning experience but so too did her clinical student colleagues.”

The company is well on its way to achieving its capital target to fund its near-term operations and looks forward to a grand opening in Spring of 2014.  As one of the founders observed, “We never imagined that the government shut-down this past fall would delay our federal permitting and put our plans on hold.  The work and guidance provided by TLC and Christine was a great help to us as we navigated through this obstacle.”  TLC is pleased to have the opportunity to serve the local community and provide students with a variety of meaningful assignments that provide practical legal training while in law school.