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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.

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

Jan 08, 2024

By Hurya Ahmed ’25

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

headshot of Hurya Ahmed

Hurya Ahmed ’25

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.

Acting Like a Lawyer with the Transactional Law Clinics

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

By Millen Trujillo ’23

headshot of Millen Trujillo

Millen Trujillo ’23

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

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

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

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

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

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

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

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.

 

An experience that ‘stands out from the rest’

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

By Alec Johnson, J.D. ’24

headshot of Alec Johnson

Alec Johnson ’24

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

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

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

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

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

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

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

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

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

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

‘Hands-on, experiential work starts on Day 1’ in the Transactional Law Clinics

[Originally posted 16th Dec 2022, on the Office of Clinical and Pro Bono Programs blog]

By Kaetlyn Conolly, J.D. ’24

With all the new experiences and challenges that 1L year brings, it is easy to start to feel disconnected from the reasons that initially drove you to apply to law school in the first place. But 2L year brings new freedom to reacquaint yourself with the passions you brought to law school and to explore areas of the law that could potentially lead to fruitful, fulfilling careers. That’s why I jumped at the opportunity to join the Transactional Law Clinics (TLC) when we had the opportunity to enroll in a clinic during 2L year. In fact, the vast array of experiential learning opportunities was one of the reasons why I chose Harvard over other law schools I was considering.

This year, I wanted to resume working in a clinical setting and engaging with the community, which I always enjoyed before law school. I also wanted to experience what it might look like to work as a transactional attorney. Through the course of the semester, I was able to accomplish both these goals.

The hands-on, experiential work starts on Day 1 at the TLC. Upon our first meeting with our supervising attorneys, we are assigned about four clients that we will be working with at the start of the semester. It is the student’s job to familiarize themselves with the client’s file, to set up meetings with the client, to conduct research related to the case, and to develop strategies for how to address the client’s current questions. The learning curve and the sense of responsibility at the outset of the clinic are large, but the clinical instructors do all they can to support the transition. Clinical instructors like my supervising attorney not only provide structure to the work that we do, but they also all have practical, industry-specific advice accumulated from years working in the entertainment, non-profit, corporate, and community lawyering. That type of inside knowledge and practical training was indispensable to completing casework.

In addition to learning how to logistically manage a case, the clinic allowed me to familiarize myself with several subject matters that I had absolutely no prior experience with. I was able to get a crash course in securities regulation, entity formation, recording artist agreements, and intellectual property matters all in one semester. While I expected the clinic to be akin to my prior experiences at self-help centers and non-profits, which involved more rote form preparation, the experience was in actuality much more instructive. Not only was I able to competently discuss these subjects with clients by the end of the semester, but I also feel much more prepared for upcoming classes at HLS (particularly Corporations, which is known to be one of the more formidable classes).

Not only were the matters we worked on incredibly instructive, but the collaborative, workshop format of the clinic encouraged sharing of ideas and allowed students to learn from one another. I was constantly impressed by the variety of matters my fellow student advocates were dealing with and the complex relationships they were navigating between clients and opposing parties. The other students in the class served as a great resource with which to discuss research approaches and potential ethical hurdles.

Above all of the great learning opportunities the clinic presents is the reintroduction of a certain fire that the first year of doctrinal courses can dim. What I mean to say is that imposter syndrome and the transition to a novel environment can often make you feel like you don’t belong at HLS, or you don’t belong in the law. But working in the clinic, improving upon feedback from your instructors, and helping your clients reach their goals truly gives you the opportunity to showcase your best and to see your classmates shine as well. I recommend the TLC to students interested in transactional law and litigation alike. You’ll see the benefits of the experience regardless of what your future career path holds.

Diversity Business Certifications at the Local, State and Federal Level

Webinar of November 15, 2022 presented by TLC and the Boston Local Development Corporation (BLDC).

In today’s highly competitive market, it’s important for small businesses to set themselves apart in the marketplace, add established credibility, and have better access to contracting opportunities.

We will introduce business owners to the process of applying and obtaining business certification at the local, state, and/or federal level, such as Women Business Enterprise (WBE), Minority Business Enterprise (MBE), Veteran Owned Small Business (VOSB) and others. The presentation will include details on the types of certifications, benefits, requirements, process, and answers to questions that frequently arise.

Link to Presentation Slides

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.