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Recording Artist Project provides pro bono representation to musicians

[Posted Oct. 27th 2015, on the Office of Clinical and Pro-Bono Programs blog]


By Terron East, J.D. ’17 

Within the last decade, the music industry has shifted from an entity reliant upon physical goods, such as CDs and vinyl, to a business largely dependent upon internet streaming via companies such as Spotify and Apple Music. Although the traditions of the music industry have changed, the need for legal representation has remained constant, as artists must build their brands and protect their interests in their work while not infringing upon the rights of others. By advising clients on many aspects of entertainment law, the Harvard Law School’s Recording Artists Project (also known as RAP) has provided valuable pro bono representation to musicians in Boston and beyond since its inception in 1998.

While RAP cases focus upon the legal needs of musicians and others involved in the music industry, the specific legal work involved in each case varies widely. In recent semesters, students have had the opportunity to negotiate record contracts, draft work-for-hire and band partnership agreements, clear samples used in new works, register copyrights for compositions and sound recordings, and register trademarks for band names, among other legal tasks. The services of RAP have further been assisted by participation of students from the Berklee College of Music. These students, often musicians themselves, aid in client representation by providing advice based upon their classroom instruction and first-hand experiences with music business, recording, and performing.

In conjunction with providing direct legal services, RAP plans to expand its community outreach this year through a partnership with the Boys & Girls Clubs of Boston (BGCB). This collaboration will connect RAP students with members of various BGCB “Music Clubhouses” to educate the young musicians about music law, including copyright law, music publishing, and the role of record labels in an artist’s career. This collaboration will also give HLS students a chance to interact with teens from the Boys & Girls Club to provide mentorship and insight into the daily lives of law school students, with planned visits to a local Music Clubhouse as well as an event on the law school’s campus.

Although I was initially unaware of RAP upon entering HLS, the opportunity to join the program as a 1L seemed hard to resist. While I enjoyed the litigation, case-based approach to law that was employed in my core classes for the first year, I found that RAP provided much needed insight into the transactional spectrum of law. Moreover, RAP served as my first foray into entertainment law–a subject with which I was enamored since my time serving as music director for my undergrad college’s radio station years ago. After serving as team leader during my first two semesters with RAP, I sought to become director of the organization to not only participate further within the daily proceedings of the organization, but to also assist in making RAP more visible on both the HLS and Berklee campuses. Using the extensive alumni and faculty connections provided by RAP, I hope to allow interested students to use the program as a first step to establish themselves within the diverse and promising field of entertainment law.

Transactional Law Clinics: Building Community Dialogue with the Help of Big Data

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

 

By Petra Plasilova J.D. ’16

Do you get annoyed by websites that require you to register and create a full user profile, including personally identifiable information, even to complete a minor purchase? Does it unsettle you that moments after you search for that perfect vacation spot on Google, your Facebook feed fills with ads offering you discounted plane tickets to get there? As the use of big data collection and analysis increased in both the private and public sectors, so did public debate on the ethics and even legality of the practice.

Following numerous recent hacks and leaks of customer data at large retailers and banks, the public has become understandably skeptical of the data collector’s ability to appropriately protect sensitive data and consumer’s privacy. Amid the flurry of negative press and research reports, few have focused on the potential benefits and opportunities big data offers. For example, researchers’ ability to store and process large amounts of data have made it possible for NASA to monitor climate change more accurately,[1] and the need to store large amounts of data has helped drive infrastructure development and the move to cloud computing.[2] I used to be very skeptical of statements proclaiming the benefits of big data. Until I met a person who showed me that big data truly has potential to drive positive change within our own immediate community.

Agora Team

Agora Team

I met Elsa Sze one morning in mid-September. A motivated graduate of the Harvard Business School and Harvard Kennedy School, she filled the room with energy as she passionately described the mission of her organization, Agora Townhall, Inc. (Agora). Through her coursework and prior experience in the Obama re-election campaign, Elsa identified a key problem – disenfranchisement of constituents – and decided to fix it.

An experienced consultant, Elsa knew the answer lay in accurately diagnosing the problem. She quickly realized the reason why many people did not engage in community dialogue on important issues was not because of lack of engagement or interest. People were simply too busy to attend town halls or rallies. For many, social media have become the primary way of voicing their opinions. Yet, the government and politicians have failed to accordingly adapt and create online fora in which important civic dialogue could take place. Luckily, Elsa saw the gap and stepped in to fill it.

Agora provides an easily-accessible online platform for individuals to publicly raise and discuss issues important to them and their community. In addition to discussion boards, the Agora website and app also offer a town hall functionality, which enables government officials and politicians to host online debates and discussions on various topics. Agora users have the ability to join these town halls and share their opinions, or simply “listen in” by reading the town hall host’s contributions and other users’ comments. The feature has attracted officials from as near as Somerville and as far as Libya to Agora, and has helped drive dialogue on topics as diverse as local construction and constitutional reform. So what does this all have to do with big data?

To empower as many members of the local and global community as feasible, Elsa developed a business plan that capitalizes on Agora’s ability to collect and analyze meaningful data about the site and app’s users. With the users’ permission, Agora captures data on its users’ demographics, views, and areas of interest. Elsa’s team of analysts produces reports and statistics for select clients, mostly politicians, which enables them to better understand their constituents. As a result, politicians can make more inclusive decisions that reflect the needs of the aggregate community, rather than those of a few powerful constituents. Agora’s data analytics function thus gives individuals a unified credible voice when it comes to important matters impacting their community, as the algorithm turns isolated one-off chatter into actionable insights.

While Agora needs to turn a profit, like any other business, Elsa is committed to respecting the users’ privacy. She has carefully crafted Agora’s data analytics approach to be in line with her ethical beliefs. As Elsa said to me during our first meeting, “There are many apps that are very creepy. Agora is not and will not be one of them.”

One of the key professional responsibilities of lawyers is to provide service to all clients, regardless of our own personal beliefs on the subject of the matter. When I read my Transactional Law Clinics (TLC) colleague’s notes from her intake interview with Agora after being assigned the matter, I became nervous. Privacy and user data protection are issues I deeply care about and like many, I find the overly personalized ads on Facebook disturbing. I doubted my ability to remain objective and effectively represent Agora, especially when it came to negotiating contracts about user data analytics. Ultimately I resolved to stay on the matter and I am glad I did.

While I advised Agora as a student attorney for three months, I gained the experience of a well-rounded start-up lawyer. I researched and advised on issues as diverse as voting provisions in by-laws, splitting ownership and control of the company, applicability of U.S. securities laws to foreign investors, and employment law implications to start-ups, just to name a few. I helped Elsa finalize Agora’s corporate formation in Delaware, drafted Agora’s by-laws and numerous Board documents, and drafted licensing and referral agreements to be used with future clients (one of which was executed shortly after my semester and thus work for Agora ended). I also had a chance to cooperate with a student attorney from the Cyberlaw Clinic at the Berkman Center, who I brought in to advise on Agora’s privacy policy.

Working with Agora through the TLC was one of my most challenging and rewarding experiences at HLS. I learned how to be a real lawyer, something that most other courses unfortunately fail to teach us. But most importantly, TLC gave me an opportunity to help an extremely talented young entrepreneur execute her vision for improving the world around us and giving a platform to drive change to those who did not have one before.

[1] Phil Webster, Supercomputing the Climate: NASA’s Big Data Mission, CSC World, available at http://www.csc.com/success_stories/flxwd… (last visited March 5, 2015).

[2] Elena Kvochko, Four Ways to Talk About Big Data, World Bank, available at http://blogs.worldbank.org/ic4d/four-ways-to-talk-about-big-data/ (last visited March 31, 2015).

Justice And Health

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

 

OLYMPUS DIGITAL CAMERABy Carmen Halford, J.D. ’16

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.”

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.

TLC Assists Her Campus Media with Trademarks

hercampusHLS student, Katy Yang ’12, represented Her Campus® Media, the #1 online magazine for college women, in trademark work leading to federal registration of several important marks for the rapidly growing online start-up.  Her Campus has recently obtained a registered trademark for the mark “collegiette”® and in 2011 also obtained federal registrations for its “Her Campus”® name and logo.    Her Campus was founded in September 2009 by three Harvard College students.  The start-up was a winner of Harvard’s business plan competition, the i3 Innovation Challenge, in March 2009, and also among the winners of last year’s MassChallenge start-up competition.    Her Campus now claims a readership at of over a half million monthly at over 200 colleges and describes itself as “a collegiette’s guide to life” (a “collegiette” is the start-up’s term for a Her Campus reader).

While working in the Transactional Law Clinics, Katy worked with entrepreneurial clients on several for profit and non-profit matters, including the work with Her Campus.   The experience provided her with the opportunity to develop practice skills and experience in new substantive areas, all the time working with real clients.   Katy commented on representing Her Campus, “The uniqueness of working with a student start-up and the opportunity to learn a new area of law while helping a client made this work especially meaningful. ”   Katy’s work was supervised by Joe Hedal, an attorney and clinical instructor at TLC.

Client Shea Rose on Grammy-Winning Album

A few months after winning the Boston Music Award for “R&B, Soul and Urban Act of the Year”, TLC’s client, Boston-based Shea Rose, joined Terri Lynn Carrington in celebrating her Grammy®  Award for the “Best Jazz Vocal Album” for Terri’s release, “The Mosaic Project”.

Shea was asked by Terri to join some of the biggest names in the music business, Nona Hendryx, Cassandra Wilson and Dianne Reeves in contributing to the project. Shea performed the Nona Hendryx song “Transformation”, which she renamed “Sisters on the Rise (A Transformation)” while adding a heartfelt rap that described the record’s theme: “We live, we love, we ride, we die for one another.”

You can visit http://www.shearose.com/ to hear the Grammy® Award winning track now, featured on Shea’s music player.