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From Incarceration to Entrepreneurship

[Originally published by Harvard Law Today, September 19, 2024]

A Boston-area collaboration supported by Harvard’s Transactional Law Clinics is bringing business skills to returning citizens

Credit: Getty Images

Sep 19, 2024

When Wayne Lane finally returned home, the challenges ahead felt nearly insurmountable. Needing time to mentally heal from eighteen years in a Louisiana prison but also a stable, immediate income, Lane faced an uphill battle.

“Trying to transition from incarceration to society is no easy task,” he says. “It takes faith and discipline.”

Back in Boston, Lane obtained his Commercial Driver’s License, or CDL, ushering in a career that has given him the security he’s strived for. Now, Lane is a homeowner, has completed his parole, and is hoping to help others in his position by starting his own business: Switching Lanes with Wayne, a course for people transitioning out of incarceration to help them obtain their own CDLs.

A new collaboration between Harvard Law School’s Transactional Law Clinics, First Step Alliance, and the City of Boston is working to give returning citizens like Lane a pathway to financial stability. The Fresh Start Entrepreneurship & Financial Capabilities Program offers returning citizens the education, mentoring, and legal assistance they need to start and run their own business. The initiative brings together entrepreneurship and money management training, providing comprehensive preparation for becoming a business owner.

Lane joined the program last spring to learn the ins and outs of how to get Switching Lanes with Wayne off the ground. “The Fresh Start Program helped me out in ways you couldn’t imagine,” he says.

Supporting financial stability and self-sufficiency

“This kind of training program helps people who are at the very beginning of dreaming about their business,” says Carmen Halford, lecturer at law and clinical instructor at Harvard Law. “They’re just starting to figure out, how do I do this on a larger scale? How do I make this a sustainable income source for myself?”

“Becoming a business owner isn’t just about financial stability; it’s about regaining control and creating something of your own,” adds Nancy Eiden, creator of the Fresh Start Entrepreneurship Program and founder of First Step Alliance, a nonprofit dedicated to bringing financial education and access to banking services to returning citizens. “Our Fresh Start Entrepreneurship Program helps people transform their dream of business ownership into reality. Whether it’s learning how to create a business plan or understanding important personal finance concepts, such as budgeting and credit building, we provide the resources and support people need to create a path forward.”

Dreaming after incarceration can be difficult, says Lane. As an activist advocating for returning citizens, he felt called to turn his experience into an education for people facing the challenges he once overcame. “My vision widened, and I decided I wanted to open a CDL driving school. Fresh Start helped me put that business plan into action.”

About 3,000 individuals return to Boston after incarceration each year. At the Transactional Law Clinics, Halford wanted to find more ways to bring the clinic’s expertise to this population. “We want to make sure that the projects we’re taking on are working to build a more sustainable and equitable community here in Cambridge, in Boston, in Massachusetts,” she says.

The clinics’ involvement in the Fresh Start Entrepreneurship Program stems from a broader mission to promote economic justice. Halford elaborates, “We see the role of a transactional attorney as not just making deals and moving money around, but to actually build wealth in communities that face systemic obstacles to growing it.”

Inspired by the Fresh Start Entrepreneurship Program, Halford is teaching a reading group this fall titled Second Chance Entrepreneurship, drawing on experiences working with returning citizens.

“We see the role of a transactional attorney as not just making deals and moving money around, but to actually build wealth in communities that face systemic obstacles to growing it.”

Clinical Instructor Carmen Halford

The program’s development began with conversations between Halford and Eiden: “We were talking about how there’s a lot of overlap in our missions, and entrepreneurship was a natural area where we felt like we could collaborate,” Halford says. Recognizing the complexity of starting a business, the two sought to create a comprehensive support system — covering everything from guidance on how to write a business plan to explaining the pros and cons between an LLC and a corporation.

“At First Step Alliance, we understand that financial stability and self-sufficiency are key to successful reentry, yet returning citizens often face systemic discrimination and can be completely shut out of mainstream banking and meaningful employment opportunities,” explains Eiden. “Through our Fresh Start Programs and proposed new credit union initiative, we’re working to bridge this gap, helping returning citizens create an alternative path to income and wealth creation through business ownership, as well as improving access to affordable financial services.”

The program brought in additional partners, including Reentry Survivors, an organization that provides individuals returning from the justice system with skills for a successful reintegration into society. The Boston Public Library joined in to provide Chromebooks to each program participant in exchange for signing up for a library card.

Boston calling

The Boston Mayor’s Office of Returning Citizens has also been an instrumental collaborator, providing crucial funding, outreach, and support, including $500 grants to each participant as starting capital. Ashley Montgomery, its executive director, says that the partnership was a natural fit. “A lot of our clients want to go into entrepreneurship for a multitude of reasons, and we wanted to provide a resource to clients interested in starting their own businesses,” she explains.

Rechelle Hypolite, the office’s director of programming and strategic initiatives, adds, “For our clients to have a direct pipeline of folks that can really support them and tell them, ‘Hey, either I’ve done this before, or I’ve seen this before and know this process, and I can help you along the way,’ that’s really important.”

The program addresses several critical barriers faced by returning citizens, particularly in areas of employment and housing. Hypolite says that it is difficult for people with low credit scores to find a place to live. “Having access to programs and support like Fresh Start and other initiatives through our office allows people to access opportunities that will really stabilize their lives,” she says.

The Fresh Start Program’s structure includes business skills trainings, money management trainings, and legal presentations over the course of six ninety-minute sessions. This spring was the program’s pilot year and included a legal presentation by students from Harvard’s Transactional Law Clinics. Looking ahead, the program’s organizers are exploring ways to expand its reach and impact, and a second, shorter version of the program is starting up later this month.

Halford is contemplating plans for future in-person legal training sessions, potentially including student involvement in intake processes to help program participants become clients. For future cohorts, First Step Alliance aspires to offer small loans to program graduates to help kick start their businesses, and build their credit histories, but that is contingent on fundraising.

Harvard Law students on the vanguard

As students in the clinics, Ian Malesiewski ’25 and Nicky Yoon ’25 worked with Halford to interview returning citizen entrepreneurs and to solicit their feedback; to create a presentation explaining legal considerations for starting a business; and to facilitate a Q&A session with attorneys.

“I learned the extent of the structural barriers that returning citizens face when it comes to entrepreneurship,” reflects Yoon. “As such, our work felt especially pressing and significant, as one of those barriers is a lack of access to knowledge, whether legal, financial, or otherwise. The existence of the Fresh Start Entrepreneurship Program was an encouraging indication of societal efforts to empower returning citizens, and I hope the program continues to grow.”

“Throughout the project, it became evident that most of the individuals in the cohort were starting from scratch and didn’t have a lot of support with starting their businesses,” adds Malesiewski. “It was extremely rewarding to help bridge this information divide and help provide them with information they needed to earn a living.”

Switching Lanes with Wayne

For Lane, the Fresh Start Entrepreneurship Program provided more than just business skills.

“It gave me a lot of confidence, for one,” he explains. “It helped me with the beginning stages of my business, and being able to interact with other students allowed me to get comfortable doing presentations and put my business plan in place.” Other classmates also had business ideas aiming to help returning citizens get back on their feet, and Lane plans to continue collaborating with them in the future.

Already, the program is building momentum. “In the next cohort coming up, we’ve literally doubled our numbers since the last time we sent out the flyers,” says Hypolite. “One of my former clients had heard about the program through friends, and he is finally able to join this fall and is so excited. There’s a real sense of community building around it.”

The collaboration demonstrates the potential for innovative partnerships in addressing a shared goal: economic empowerment for returning citizens. By combining legal expertise, business training, and government support, the program is creating new pathways for returning citizens to rebuild their lives and contribute to their communities.

Lane’s advice to other returning citizens considering entrepreneurship reflects the program’s ethos. “Just continue that faith, make sure you have the necessary discipline in your life, and continue to stay focused,” he says.

‘Do not be afraid to pick up the phone’

[Originally posted by the Office of Clinical and Pro Bono Programs, “Keeping Tabs”]

Aug 19, 2024

By Olivia Klein

Keeping Tabs is a Q&A series that follows alumni on their careers after graduation, the lasting impacts of their clinical and pro bono experiences at Harvard Law School, and their experiences in a variety of sectors of law.

Patricia Alejandro ’17 joined the Transactional Law Clinics (TLC) as a Clinical Instructor in 2022, bringing with her a robust portfolio of legal experience and a commitment to community lawyering. Prior to her current role, Alejandro served as a staff attorney at TakeRoot Justice in New York City, supporting community-based organizations, worker cooperatives, and small businesses with legal services, policy development, and community education. Her career also includes a tenure as a transactional associate at White & Case LLP, where she worked on international project finance, asset management, and corporate transactions, as well as teaching negotiation and leadership at Bay Path University. Alejandro, who received her B.A. from Yale University and her J.D. from Harvard Law School, has returned to her alma mater to instill in students the importance of community-based lawyering as she directs TLC’s Community Enterprise Project.

In this interview, Alejandro delves into her role at the Transactional Law Clinics, the mission and impact of the Community Enterprise Project, and how transactional law can be a catalyst for community empowerment.

Office of Clinical and Pro Bono Programs (OCP): Please tell us about your role as a Clinical Instructor at the Transactional Law Clinics (TLC). What is the mission of the clinic? What does your day-to-day work consist of?

Patricia Alejandro (PA): The mission of the Transactional Law Clinics (TLC) is two-sided. We aim to provide comprehensive training to Harvard Law students in substantive law, practical skills and legal judgment while educating them on the impact of law and social policy on the lives of our clients. For the community and our clients, we aim to provide high quality transactional legal services in the areas most needed by our client communities and to assist our clients in creating engines of economic opportunity. We work with small businesses, entrepreneurs, not-for-profit organizations and community groups, providing legal services that include business and not-for profit formation, contract drafting and negotiation, commercial financing and leasing, permitting and licensing, and trademark applications and other intellectual property matters.

Every day is different – the great thing about this work is that there is never a dull moment! During the semester, students usually work with at least three different clients on various matters. I meet with students at least once a week to go over their case work, prepare for client meetings, or discuss any other questions they may have. We are usually in daily communication either in-person or over Teams. We may have client meetings, which I also attend, or meetings with community partners when working on a project or educational workshop for community members. Part of my day is also spent reviewing students’ drafts of contracts, organizational documents, or research memoranda for clients and providing feedback. Given the demand for our low-cost or pro bono services, I also have my own cases that I work on during the year. Some of my time is also spent doing outreach in the greater Boston area, connecting with community organizations and finding ways of supporting their work within the clinic.

OCP: You also direct the Community Enterprise Project at TLC. What is the Community Enterprise Project, and what are its goals? What type of work do students do, and what issues are facing the clients they work with?

PA: The Community Enterprise Project (CEP) began at Harvard Law’s Legal Services Center in Jamaica Plain in 1995 with a focus on the urban districts in Boston, to directly help individuals and groups foster economic vitality in their own neighborhoods. CEP later combined with the Recording Artists Project in 2009 to form what is now TLC.

The focus of CEP is on combining the transactional legal aspects of TLC with community economic development in the greater Boston area, using a community lawyering approach to stimulate business development, increase access to capital, promote job growth and sustainable affordable home ownership. Students work closely with community organizations to identify and respond to community legal needs, including leading community workshops on legal issues relevant to small businesses and not-for-profit organizations in the community and developing guides to support the different kinds of community economic development work that is needed (such as developing a guide on commercial leases and on business entity options for immigrant entrepreneurs). For example, in 2017, CEP partnered with Spare Change News to help vendors, many who are either currently or formerly unhoused, understand their legal obligations as business owners (you can watch a video clip of it here!).

In addition to offering direct legal services to clients, CEP partners with community organizations to identify organizational and community needs and develop comprehensive strategies to address those needs. To this end, CEP often develops educational materials and facilitates community workshops on legal issues relevant to entrepreneurs, homeowners, non-profit organizations, and other individuals and organizations in the community.

OCP: How can transactional lawyering be a tool to empower local communities?

PA: Transactional lawyers doing community economic development work provide much needed, and scarce, legal services to small businesses, startups, and beginning entrepreneurs. These legal services can help prevent conflict (and costs) down the road – helping negotiate a commercial lease that the small business owner understands and can adhere to, and that is properly negotiated with the landlord; drafting organizational documents that tackle the difficult questions about governance and profit allocation from the onset and that model what discussing challenging topics can look like; and protecting the intellectual property of creative entrepreneurs early on. A transactional attorney working within a community benefits from learning and being able to practice in different areas, from affordable housing development and financing to nonprofit law and intellectual property. These are just some examples of the many ways in which direct transactional lawyering can help protect and support the small entrepreneur or not-for-profit organization as it begins to operate.

Given the scarcity of low-cost or pro bono transactional legal services, we must grapple also with the tension that exists in our practice: how do we contribute to the empowerment of local communities more broadly? At CEP, we have done so through providing legal workshops, developing guides for different groups of entrepreneurs, and partnering with organizations on projects that they have identified that they need for their communities.

So much has been said about this by others that have come before me! There was a great panel at HLS in 2018 where TLC staff shared how transactional lawyering empowers entrepreneurs and communities and what some of the work looks like.

OCP: As an alumna of HLS, what was it like to return to TLC, which you participated in as a student? What memories or lessons stand out when you reflect on your time as a student in the clinic?

PA: Honestly, at first, I was conflicted about returning to HLS. Being a student here had been challenging in many ways, and while I had made life-long friends, I had never envisioned then that I would be returning to HLS or Boston. I had also been here for the “Snowmaggedon” winter of 2015 and had some traumatic memories of walking thirty minutes to campus in a snowstorm because 1L classes were not cancelled. But teaching at TLC, being able to support students in envisioning fulfilling paths, and supporting clients and community development directly, was enough to overcome my hesitation.

My time as a student at TLC in the Community Enterprise Project was transformative. I had just returned from doing my 1L summer internship as a Chayes Fellow in South Africa and was grappling with the intractability of some of the challenges I had witnessed there, including poverty and inadequate access to education for children. I felt the same about so many of the challenges we continue to struggle with in the U.S. and was at a loss on how to contribute as a lawyer (who did not necessarily want to litigate). I called this my “quarter-life crisis” – I had come to law school wanting to do human rights work and could not picture that for myself in the traditional international human rights paths.

Luckily, I had registered for CEP in my 2L year and was able to see what economic justice work as a lawyer looks like in practice. Under the support and guidance of my clinical instructor, Amanda Kool, I learned about community economic development and working in partnership with our clients and community. I remember presenting on the basics of commercial leases and intellectual property to creative entrepreneurs, my first client meeting, and being challenged to learn and figure things out on my own. CEP also helped me feel more connected to greater Boston, less transient as a student and more aware of the community I was briefly living with.

In law school, certain areas of law, like venture capital financing and startup law, receive more attention and glitz. At CEP, I learned that many of those skills are transferable and needed to support small businesses in our communities and help them achieve financial stability and durability. Assisting small entrepreneurs in achieving their dreams and demystifying the law was incredibly rewarding, giving me a new path to follow for the remainder of my time at HLS.

OCP: Prior to your return to HLS, you spent time as an attorney at TakeRoot Justice, an organization that partners with grassroots and community-based groups in New York City to dismantle racial, economic and social oppression. What were your takeaways from that experience, and how do you apply lessons learned there to your work today?

While at TakeRoot, I mainly provided legal services to worker-owned cooperatives (many made up of immigrant owners) and other legal and advocacy support to community groups organizing for the development of worker cooperatives in NYC. I will always be grateful to the team at TakeRoot Justice for supporting me in transitioning from a law firm setting to a bootstrapped, hands-on, community lawyering context. I worked closely with my teammate, Cheryl Walker, to learn the substantive law that I needed and to get to know our partner organizations. We had a horizontal, collaborative team structure, and, with our supervisor Ted Wan, were able to always be there for each other, discussing challenges that came up and planning for the future of our team. I had to learn quickly, with no law firm hierarchy to tell me what to do or how to do it. Working at TakeRoot gave me the confidence to quickly learn new areas of law, ask questions within my team, and build better support communities.

Even more importantly, working at TakeRoot enabled me to put into practice real community lawyering, prioritizing the agency and needs of our clients while supporting the needs of our organizational partners. We tried to communicate to all our clients that we were there not to tell them what to do, but to answer their questions and accompany them on their journey to forming a new worker cooperative, for example. We worked hand in hand with our clients, often balancing tensions that exist within the worker cooperative community so that we could better serve our clients directly and support our partner organizations.

OCP: Throughout your career, what qualities have you recognized in successful attorneys? What qualities do you think are important for law students to foster as they enter their careers?

PA: What comes to mind first is: pick up the phone. Law school tends to train us in skills that we use as crutches often, getting in the way of real problem solving. While we need to conduct research, follow proper administrative procedures, and adhere to ethical rules, we need to do so while prioritizing our clients’ needs. I will forever remember a pro bono case I worked on while at the law firm. It was a clemency petition that I had started working on as a summer associate. When I returned to the firm as a first-year associate, all the other associates who had been on that team had left. Thankfully, the clemency petition had been granted during my 3L year and our client was going to be released soon. He had some driving violations on his record from a couple of decades earlier, and some were violations for which he could be imprisoned again.

I was not sure what I should do or how to move forward, and I remember that as soon as I showed up to the partner’s office for our first meeting, he asked me directly what I had done so far. He was not happy to hear my response, to say the least, and right away picked up the phone and called a contact he had in our client’s home state to see if they would be willing to represent on client pro bono in removing the violations from his record so that he would be able to drive again when he was released.

The partner was thinking about our client’s needs holistically – yes, we had succeeded on the clemency petition, but that was not the end of our representation in supporting our client with his reintegration. He modeled what a problem-solving lawyer looks like: he had built a network that he did not hesitate to tap into to support our client, and prioritized getting our client the resources he needed so that he could drive himself to work without fearing returning to prison. It was a lesson I will never forget and try to pass on to my students now.

Law schools and law firms can sometimes be demoralizing, with young attorneys losing confidence in their skills and ability to lawyer well. Big law firm structures are not always supportive of problem-solving lawyering when you are starting out as a young associate. I have found that much is up to chance, with some young attorneys being fortunate to work with a team that mentors and supports their growth and learning. I was lucky to work with several associates and partners who showed me how to be a better attorney, but that is not always the case.

This is why I bring up this example often. Do not be afraid to pick up the phone and problem solve. Ask questions (and know when you need to do your research beforehand, of course!). Build your legal and greater community, among your HLS friends and beyond. The challenges we face in our world today will not be solved by any one person or any single field, but by us working together and not being afraid to take on a new challenge. To be effective community lawyers we must hold onto two truths: you have what it takes to learn, problem-solve and help others, and your clients and community have much to teach you so listen and serve with humility.

OCP: What advice do you have for students hoping to dedicate their future legal careers to community-based public interest work?

PA: There are so many career paths that fall within community-based public interest work. Some will have you lawyer, some will have you organize, some will have you do a little bit of something else. Find what works for you and what you enjoy most. Your career is long, and the legal skills you are learning at HLS can be used in many ways. Many of my classmates are doing great work in communities while no longer practicing as attorneys. Some contemplate returning to legal practice, some have found other ways to contribute.

Be interdisciplinary in your approach to community-based work, keep learning and working with others to tackle the problems you want to solve. We can easily get siloed in our legal practice and forget that we must work across disciplines and practices to really have a chance at resolving the structural problems we care most about.

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

[Originally posted on January 8th, 2024, on the Office of Clinical and Pro Bono Programs blog]

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

Are 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.

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

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.

TLC Student Led Workshop Presentation at Harvard Kennedy School (HKS)

TLC Students Sydney Smith, J.D. ’24, and William Trettin, J.D. ’24, led a workshop about International Charitable Organizations. Sydney and William presented to students at the Social Innovation + Change Initiative, at the Harvard Kennedy School of Government (HKS).

Watch the TLC Presentation on International Charitable Organizations

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

Apr 04, 2023

By Brett Milano

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]

Helping minority-owned businesses

By Joshua Payne ’24

My name is Joshua Payne, and I am a second year at Harvard Law School who participated as a student attorney for the Transactional Law Clinic (TLC). I have had the pleasure to gain firsthand experience on cases dealing with nonprofit formation, contract revision, and government contracting and procurement. Most notably, I was able to assist a client with applying for a minority business certification with the Commonwealth of Massachusetts. This state certification through the Supplier Diversity Office (SDO) allows the corporation to bid and contract with government agencies looking to hire/buy products from minority-owned businesses.

Our client needed help drafting organization documents that weren’t drafted during their formation, guidance on business materials needed for the applications, and eventually assistance with the application. I was able to draft bylaws, written actions, shareholder agreements, restricted stock award agreements, investment letters, and stock certificates. I also helped our client gather customer bids, bank signatures, and begin the preliminary application for the workshop.

However, the two most impactful parts of this case that I will take away aren’t the legal documents I drafted. Rather, I will forever appreciate the gratitude of our client and the importance of minority business certification services. It is very fulfilling to hear the constant gratitude that he gives even for helping with the smallest tasks which are definitely something that isn’t given in the big law space. Our client is a formally incarcerated black man who served 10 years in federal prison until last year. Our client, being previously incarcerated for a long time, is less accustomed to technology, so we needed to find different communication methods to fulfill our client’s needs. However, during every call, email, or zoom chat, our client was very enthusiastic about his company but most of all about TLC’s work. He constantly reminded me that he wouldn’t be able to operate his business at the level needed to make a living without our assistance in obtaining the minority business certification. But because of our service, he is confident in himself and his business. I never imagined being able to build such a personal connection with the client that I genuinely want to see him succeed in life far beyond his business interests.

Second in importance is the impact of minority business certification services. This certification will allow our client to multiply his business opportunities tenfold. He already bears all the disadvantages of being a minority small business. Therefore, there must be programs, people, and governmental support to help as much as possible. Without this governmental support, our client told us he likely would not be able to make a living off of his current business operations. It was discouraging to see how difficult and confusing the process is to obtain a minority business certificate. I would have thought government agencies trying to contract with minority businesses would make the process as easy as possible in order to help an already marginalized community. However, the level of detail in the application is nearly impossible to complete without the assistance of a third party professional, and ends up creating more barriers to entry. I’m glad I was able to assist our client in taking the necessary first steps to cross this barrier and begin his future business with the help of our team at TLC.

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