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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

Red semi-trailer truck.

Credit: Getty Images

Sep 19, 2024
By Olivia Klein

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.”

Wayne Lane group photo.

Wayne Lane (center) with members of his CDL certification class, Switching Lanes with Wayne

For individuals returning to society after incarceration, a steady income can feel far out of reach. Little social support exists for returning citizens, while there are an increasing number of barriers to successful reentry; even the luckiest of returning citizens can face challenges securing housing and addressing employment discrimination, mental health, a lack of credit, and often a drastically altered social network than the one they left behind. Being a business owner can provide crucial stability, income, and opportunities.

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.

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

headshot of Reema Doleh

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.

Helping Minority-Owned Businesses

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

 

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.

 

Small Business Owners – How to Get Access to Expert Advice

[Originally posted on Dog Trainer’s Umbrella, Jan 4, 2021]

 

Vanessa O'Connor, Transactional Law Clinics of Harvard Law School

by | Jan 4, 2021

This fourth interview in our series is a special treat: our interviewee is Vanessa O’Connor, and attorney with the Harvard Law School Transactional Law Clinic. TLC is an amazing resource for small business owners who can’t afford the legal advice they need to build a strong business. Vanessa is also a smart, articulate speaker who will fire you up.

If you have not heard the story behind these interviews, here it is again:

As small business owners, we are often isolated from our peer group of other business owners.  This feeling of isolation and figuring it out on our own was exacerbated in 2020 by the effects of the pandemic.  While Facebook groups like “DTU: Marketing & Running an R+ Dog Business” can help to provide a sense of community, I was inspired this summer to reach out to other small business owners and talk to them about their industries and their stories, to see what I could learn and pass on to you. I recorded our conversations and want to share them with you here.  I had a lot of fun asking questions, finding similarities and hearing about lessons learned. Be forewarned: the recordings are unedited and low tech, more for listening to than looking at, but you may learn from the shared experiences.

Have you found any free resources that have helped you to build your business?  Is there a law school clinic in your state?  I’m always keeping my ears open for these kinds of resources so I can share them with the dog training community, so let me know.

Democracy Brewing

[Originally published by Harvard Law Today, September 17, 2019]

 

Last summer, with the help of Harvard Law School’s Transactional Law Clinics (TLC), Democracy Brewing became the first brewery in Massachusetts to launch as a worker-owned owned business. TLC, a clinical program of Harvard Law School which provides legal assistance to small businesses and entrepreneurs, helped the downtown Boston brewery incorporate, including setting up a direct public offering to raise the initial capital needed to start the business. Democracy Brewing Co-founders James Razsa and Jason Taggart; Joe Hedal, Deputy Director of HLS’ Transactional Law Clinics; and Hillary Baker-Jennings ’16, one of several TLC clinic students who advised the fledgling company, reflect on the process of getting Democracy Brewing from an ambitious idea to a thriving business.

 

Finding Your Startup Lawyer: What Every Entrepreneur Should Know

[Originally posted May 2, 2019, on the Office of Clinical and Pro Bono Programs Blog]

Via Xcomony

Photo of an open plan office space

Source: Pexels

By: Linda Cole and Joshua Fox

Successful management of any new enterprise, regardless of industry, is a process demanding of concerted effort to realize opportunity with a finite set of resources. As an entrepreneur, perfecting your vision, securing and managing funds, building a team, marketing and selling, and executing on plan, all while navigating unexpected obstacles, likely occupy your every day. At the core of whether you can succeed is whether your principal team has not only the requisite ability and experience, but the support in place to sustain it. This support, typically, derives from academic advisors, industry experts, professional consultants, and, eventually, from investors.

From whom you choose to seek advice, including from which startup lawyer, will significantly impact your progress. To assume that any corporate lawyer—and there are many able ones out there—can meet the demands of your business need not be one of your early fails. The right lawyer for your startup will not purely be a legal advisor but a strategic one—that is, an integrated teammate who is uniquely prepared to support your mission.

What makes a particular lawyer worthy of this role? A set of professional skills and personal attributes that combine with your own in just the right balance to drive success. Whether this lawyer is with an outside law firm or in house as part of your core team, our collective experience across both roles reveals a strikingly similar skillset. What, precisely, do these skills look like? You may be surprised to learn that the most predictable is, in fact, not necessarily the most impactful.

1. Risk Management

If your first contact with a lawyer is prompted by risks associated with your business, such as how to document equity owned by the founders, protect intellectual property, or engage human resources, then you are not alone. It is this expectation of risk management that creates what is, in theory, where the value of the lawyer’s contribution to your startup lies. It is, of course, imperative that your lawyer be prepared to identify, analyze and recommend steps to eliminate or, at the very least, mitigate risk.

If your startup is highly data driven, for example, your lawyer must not only understand the applicable legal and regulatory framework around the collection, storage, use, and/or sale of the particular type and form of data but, likewise, the related risks and remedies, if any, that may be employed to avoid them. There are multiple means of managing risk, such as through informed decision making, contract drafting and liability insurance, but before risks can be addressed, they must first be identified.

You absolutely need to be able to look to your lawyer for input into cost-benefit analyses relative to legal risks to your business. Ideally, you will want to choose a lawyer who has experience with companies similar to your own, either in terms of industry or issues, including having worked on the types of transactions you expect to engage in. Contrary to popular belief, however, understanding and analyzing legal risk is not the only, nor is it even the most beneficial, skill that the right lawyer will bring to your startup. It is, more specifically, the lawyer who is able to adroitly shift between advisor on risk to participant in solutions from whom you will derive the greatest value. This agility is as much a mindset as it is an expertise.

2. Partnership

Your choice lawyer may be an individual attorney or a law firm, but, in either case, you should expect and receive consistent proof that your legal counsel is an engaged member of your team. Whether a lawyer (or firm) inwardly identifies as “your business partner” will noticeably manifest, in both character and actions.

Your lawyer should be ready, for example, to support the business through creative and flexible billing practices, including offering alternative fee arrangements, such as a discounted hourly rate or fixed fee per project; estimating legal fees before commencing work; or deferring collection until your startup has realized a certain amount of revenue or capital. Willingness to experiment with such measures demonstrates that a lawyer is “on your side” by supporting your financial goals, despite the risk, and taking a long-term view of the relationship—in effect, making an “investment” in you and displaying confidence in your business’s likelihood of success.

The lawyer who thinks like a partner will consistently demonstrate that he or she cares and can be depended upon. You should feel valued after interactions with your lawyer, regardless of his or her workload, and confident that you and your business will take priority at the appropriate times. Your lawyer should be reliable and responsive, promptly returning phone calls and emails; mindful of your timeline; and able to deliver work product on time and within budget. You should never be left to worry that more mature businesses, which are larger paying clients, will monopolize the attention of your lawyer.

Perhaps the most meaningful attribute and indicator that a lawyer is prepared to be an effective teammate is a genuine interest, not simply in the business but in you as a person. The right lawyer will take the time to get to know you—your personality, your leadership style, your expectations, your work routines, and even your communication preferences—and proceed to accommodate them. In cases where you expect help analyzing risk but prefer to make the final decision yourself, your lawyer should facilitate that, by guiding you through pertinent pros and cons; but, in cases where you, instead, prefer a definitive opinion, your lawyer should provide one.

Say, for example, that you are a first-time entrepreneur negotiating a term sheet for an initial round of financing, and, with negotiations faltering, you ask your lawyer whether he or she would sign the term sheet “as is.” If your lawyer understands you to have a need for clear and concise guidance around integral business decisions, your lawyer must be able to provide you with a “Yes” or “No” answer, and not an exhaustive recitation of terms. You will likely desire some balance between analysis and opinion from your lawyer, and where he or she is adeptly able to gauge which one you prefer and when, you have forged a strong partnership.

3. Collaborative Communication

Being a good communicator is essential to being a good lawyer, partner and problem solver, especially when navigating the bumpy terrain of a startup. Your lawyer should, therefore, routinely be asking incisive questions about the particular business issue, goal, or transaction at hand. How else will he or she be able to clearly comprehend what you are looking for, what you care about most, and, alternatively, what you may not think is important? It is only through asking questions that your lawyer can construct and tailor recommendations that are both sound and relevant. After all, your business is not a hypothetical, and legal advice should never be delivered to you in a vacuum.

While posing the right questions is a necessary first step toward effective communication, your lawyer should not stop there. It is equally imperative that he or she pay careful attention to your answers. Only through active listening will your lawyer be able to understand the broader context within which your specific need has arisen. If, for example, you ask your lawyer to review and interpret a contract, the advice that you receive will be most useful to you when generated from a clear understanding, not only of the proposed transaction, but, more specifically, of your objectives and leverage relative to those of the counterparty to the contract.

Returning to our example above, if you are a first-time entrepreneur engaged in collapsing negotiations for seed financing and looking to your lawyer for guidance on whether to sign the term sheet “as is,” only if your lawyer has been carefully inquisitive might he or she know, for example, if you have spent months chasing financing, have received only this one offer, and are increasingly concerned over the resulting delay in technology development. Advice appropriately shaped by these facts would include a shift in focus toward negotiating a smaller subset of your most important issues (perhaps even just one or two) in order to make sure that a deal gets done as quickly as possible.

4. Practical Advice

Although many of the questions that you will pose to your startup lawyer will have complicated answers and, thus, require detailed analyses, you, typically, will need a succinct response. While a lawyer can spend a lot of time over email or on the phone with you summarizing relevant issues and describing the review conducted to reach his or her conclusion, this propensity is contrary to the startup reality. Time is money, and you are, no doubt, both busy and cost conscious. It stands to reason, then, that the more compatible lawyer is the one who is able to “cut to the chase.” While your lawyer should be able to work back to the analysis supporting his or her conclusion, in the course of discussing your questions, practicality dictates that the lawyer should lead with that conclusion, offering a recommendation at the outset.

As an entrepreneur, most likely with a business or technical background (rather than a legal one), you should expect your lawyer to be the one to bridge the gap and have the ability to speak your language. Your lawyer should avoid the use of legalese, so that you find the advice easily understandable and relatable. In fact, an essential component of your startup lawyer’s role is not providing legal advice—that is to say, to offer counsel on related, but non-legal, matters. For example, you may ask the lawyer representing your startup in a venture capital financing to advise you regarding how frequently particular deal terms, like participating preferred stock, are seen. Knowing how prevalent deal terms are is not “legal” advice, per se, but explaining which terms are “market” and which are atypical is a key value-add. This relevant expertise will enable your lawyer to help you to prioritize and determine which terms to negotiate and which to accept.

The ability to provide practical business advice is part of a larger skillset that will distinguish your best startup lawyer from the rest. Most lawyers will be able to educate you on how to interpret a provision in a contract or analyze risk in a transaction, but the lawyer that you want to find exercises sound judgment in the provision of real-world advice. Your world is the startup world, and, as such, your lawyer must be able to expertly determine what is important to you (and what is not), given the stage that you are at. This determination is impacted by the particular circumstances and context, such as when and how urgently you may need outside financing, and the circumstances and context need to figure into the advice that you receive.

If, for example, your startup is running low on cash—with payroll, accounts payable, and other obligations due—but has received a proposal from a prospective licensee of your technology in a specific territory outside of the United States, you may need to accept terms that are less than favorable, and it is the role of the skilled startup lawyer to help you determine what your business can live with. Your lawyer should know not to “over-lawyer,” such as by drafting and negotiating the definitive agreements in a way that adds unnecessary time, complexity, and expense to the deal or, even worse, in a way that puts the deal at risk: By continuing to negotiate a matter for which there could be a compromise or by delaying the closing date through prolonged negotiations, the deal could fall through.

5. Understanding the Business

As an entrepreneur, your business is born of an idea that you believe is unique. It could be an advanced technology, an innovative service, or a progressive social mission. Whatever it is that sets your business apart needs to be substantively understood, in both design and practice, by your lawyer.

If, for example, your startup is a software-as-a-service play, your lawyer must be familiar with the software, its functionality, feasible customizations, and what steps the business is willing to take in terms of customer care, warranty, and support. Otherwise, your lawyer will not be able to negotiate successfully with tech-savvy customers, discuss the finer points of service level agreements, and explain what credits, if any, will be offered in the event of unexpected downtime. If this dexterity is not the case with your lawyer, in order to support your sales team, then you may as well be selling off-the-shelf software, because, before the contract is even signed, the prospective customer may determine that the service piece is missing.

Equally as important for your startup lawyer to grasp is the financial model and underlying accounting principles on which your business runs. Whether you are selling a product or a service, there will be a process by which revenue flows through your business. With working knowledge of this process, your lawyer can draft and negotiate license and services agreements that, to the extent possible, support the conversion of bookings into recognized revenue sooner rather than later. Be sure that the lawyer you select does not plan to simply “do deals” for your startup but that he or she plans to help you craft deals that are structured in such a way as to support your business goals.

While finding “a” startup lawyer may seem a straightforward enough task, finding “your” startup lawyer—the practitioner whose partnership, communication, and practicality will advance your business purpose—requires that you know who and what you are looking for. The right fit from the outset often proves determinative and, therefore, you will want to evaluate carefully skills that many entrepreneurs, especially those searching for a lawyer for the first time, might not intuitively focus on.

Linda Cole is a Clinical Instructor at Harvard Law School and Supervising Attorney for the Harvard Law Entrepreneurship Project. Joshua Fox is a Partner at WilmerHale in Boston and an Adjunct Lecturer at Boston University School of Law. Both are alumni of Harvard Law School.

Community Enterprise Project Participates in Boston Ujima Project’s Citywide Assembly

[Originally published by the Office of Clinical and Pro Bono Programs (OCP) Blog on Nov. 2nd 2018]

 

Boston Ujima Project citywide assembly, October 6th – October 7th 2018

By: Samy Rais

Over Indigenous Peoples’ Day weekend, more than a hundred community members, business owners and activists assembled to celebrate and participate in the Boston Ujima Project’s second official citywide assembly. The Ujima Project was founded in 2017 with the mission to create a new community-controlled economy in Greater Boston, initially focusing on[1]:

  1. Good Business Certification and Alliance: establishing community standards (and supporting businesses) that consider business practices like living wages, Criminal Offender Record Information (CORI)-friendly hiring, local purchasing, environmental impact and affordability.
  1. Community Capital Fund: pooling savings and investments to engage in participatory budgeting to meet the enterprise, housing and consumer needs of the community. The fund will be democratically governed by historically divested communities, giving every member an equal vote on the fund’s investment priorities, loans and equity transactions.
  1. Worker Services Network: growing employee satisfaction and security by organizing human resource programs.
  1. Alternative Local Currencies: establishing alternative local currencies (like time banking) that would allow members to trade their skills and labor and incentivize circulation of resources within the community.
  1. Anchor Institution Advocacy: building community power and advancing campaigns for the City, State and large nonprofits to direct investment, subsidy and procurement dollars to Ujima’s network of certified good businesses and developers.

Since early 2016, the Community Enterprise Project (CEP) of Harvard’s Transactional Law Clinics has been supporting the Ujima Project’s inception and community-driven mission. CEP students have provided the Ujima Project with legal analysis on various transactional matters, namely corporate and nonprofit law, corporate governance structures, 1940 Investment Company Act and securities laws implications, consumer protection laws, and secured transactions. These areas of law are customarily associated with the law firm-world, but are a critical need in the public interest space. Currently, CEP students are building on work completed last semester by helping to finalize the initial documents for the Ujima Project’s Community Capital Fund to begin making investments in community-supported businesses.

As part of CEP’s support of the Ujima Project, I attended the citywide assembly with CEP director and clinical instructor, Carlos Teuscher. CEP’s attendance at the citywide assembly had two purposes: first, in following the community and movement lawyering approach, CEP believes in supporting organizations that are working to dismantle and radically restructure current systems of law and power, and it is essential to be present in order to be in solidarity with such movements; and second, it was critical to hear the voices of the community that the Ujima Project was supporting and are the most impacted, in order to effectively prepare the Ujima Project’s Community Capital Fund loan documents.

As mentioned above, the Ujima Project is creating the first-of-its-kind investment fund that is controlled by the community. While my involvement in transactional cases generally consists of undertaking legal research, drafting contracts, or forming a legal entity, it was obvious from the start that working with the Ujima Project was going to be different. Because of its community-driven approach, as its legal counsel, we need to ensure that the Ujima Project’s legal documents are able to adapt to its members’ ideas, struggles and demands, no matter how unconventional.

In that sense, the Ujima Project is both a unique project and a large-scale illustration of recurrent challenges in our work at CEP. This semester, student advocates in CEP have been advising several groups looking to form worker cooperatives in Greater Boston, which, like the Ujima Project, require democratic voting. By giving workers collective ownership in their business, worker cooperatives enable collaborative entrepreneurship and help tackle many of the issues poverty lawyers interact with on a day-to-day basis – wage-and-hour violations, health and environmental issues, immigration, criminal justice, and many others. As with the case in the Ujima Project, we need to ensure that the voices of all the members in the cooperative (undocumented/documented, low-wage workers/management, reentering citizens, etc.) are heard and reflected. At the same time, it is challenging to balance the need for urgency in the day-to-day operations and democratic management.

As we pass the mid-point of the semester, I am excited to have been able to interact with communities experimenting with and implementing alternative economic models. As an aspiring lawyer, I have appreciated the need to better understand the community you work for and their needs. Further, as a foreign student at Harvard Law School for the semester, I discovered communities in the United States, who, although being disadvantaged, gather and spare no effort or ingenuity to fight and overcome the systemic struggles they face.

[1]Ujima Concept Paper available at https://docs.wixstatic.com/ugd/40c717_f16102d86a644584af4c47c72ea2794b.pdf.

Making Change: A Harvard Law School clinic helps the homeless earn a living (video)

[Originall published by Harvard Law Today on April 19, 2018]

 

“What counts as ‘income’ for taxes?” “Will paying taxes affect the public assistance I receive?” “Will I lose my veterans disability benefits if I make too much money?” “Why should I use a bank?”

Those are some of the questions street vendors of Greater Boston’s Spare Change News grapple with. A recently published guide, “Two Cents for Spare Change News: A Legal Resource for Spare Change News Vendors,” developed by Harvard Law students, aims to provide answers.

Spare Change News, the oldest street publication in the country, provides its vendors, many of whom are either currently or formerly homeless, with the resources needed to run a business. Vendors operate as sole proprietors, buying as many papers as they want for 50 cents per copy and then keeping what they earn. While Spare Change’s mission is to show by example that, “with the proper resources, empowerment, opportunities and encouragement, homeless and low-income people are capable of creating change in society for themselves,” for vendors, selling newspapers can be an inherently unstable business for a number of reasons.

Katherine Bennett, executive director of the Homeless Empowerment Project, the publisher of Spare Change News, said vendors face complex issues. They have many legal questions, including understanding their rights and responsibilities as vendors, and they don’t have many resources. “I can’t explain how hard it is when you see these vendors who are really trying to improve their lives to see them feel so afraid that if they make one mistake they’re going to be homeless again or some terrible consequence is going to happen,” she said.

In the spring of 2017, Antoine Southern and Anne Rosenblum, then 3Ls in Harvard Law School’s Community Enterprise Project (CEP) of the Transactional Law Clinics, spearheaded a new partnership between the clinic and Spare Change to help vendors better understand their legal obligations as business owners. CEP combines direct client representation with community-based projects in which students work alongside community organizations on persistent legal problems over the course of a semester.

“Meeting with vendors, we were able to gain a sense of what they really needed, and began to develop a guide that would help with legal issues such as their taxes and personal banking and benefits,” said Southern.

According to Harvard Law School Clinical Professor Brian Price, director of the Transactional Law Clinics, working in the clinics is a great opportunity for law students to be able to learn, hands-on, how to serve the community, and to help community businesses and nonprofit organizations. Previous CEP efforts have included producing a legal guidebook for immigrant entrepreneurs, filing for an abated tax bill for low-income buyers of a new condominium, and creating legal toolkits for condominium associations and food trucks.

“We teach the same things that students will wind up doing at the firm or organization that they go to after graduating. After a 12-week semester, students feel like they’re equipped to handle what comes next,” Price said. “I’m proud of that.”

The core part of the Spare Change project involved collecting and sharing information regarding legal issues inherent in running a small business. The guide includes information on what it means to be the sole proprietor of a small business, tax obligations and how to meet them, how public benefits might be impacted by small business ownership and tips on banking services. The guide also includes resources for nonbusiness-related concerns, such as housing discrimination and mental health.

spare change co-founder with CEP students

In the spring of 2017, then-3Ls Antoine Southern (left) and Anne Rosenblum (pictured with Spare Change co-founder James Shearer) spearheaded a partnership with Spare Change News, the oldest street publication in the country, to provide guidance and answers to commonly-asked questions the street vendors have about their work with the organization.

“We were aware of the fact that vendors also face a lot of issues outside of their work with Spare Change News, so part of the resources that we included in the guide are sort of a reference to other service providers and organizations in the Boston,  Cambridge area that they might be able to turn to for help with different issues,” said Rosenblum.

Cross-collaboration between Harvard Law School clinics is an important part of the success of individual projects. With 30 clinics in a remarkably wide range of fields of law and policy, and more than 1,000 students enrolled in clinics each year, Harvard Law School is one of the largest providers of free legal services in New England. In addition to individual case representation,  students often need to take a more holistic approach to address their clients’ needs. In the case of the CEP’s Spare Change project, students sought input from several other Harvard Law School clinics to address vendors’ questions about criminal records, disability rights and housing discrimination.

“Part of our job in the Community Enterprise Project is to reach out to the different clinics that we have at the law school in order to inform the work that we do,” said Amanda Kool, a former clinical instructor in the Transactional Law Clinic. “I think we’re really lucky in the Transactional Law Clinics to have that umbrella.”

“The experiences that I’ve had have been invaluable and have given me an opportunity to develop skills and put them to use in ways that are just not available through academic classes,” said Rosenblum. “They’ve also just made my life richer and more enjoyable, a welcome break from the classroom and departure from the Harvard bubble.”