Tag Archives | Transactional Law Clinic

Steven Salcedo ’16 honored with ethics award

[Originally posted by Harvard Law Today, April 6, 2016]

Salcedo_Photo-200x300 Harvard Law School 3L Steven Salcedo is among 12 law students recognized by the Association of Corporate Counsel (ACC)-Northeast for “exemplary commitment to ethics in the course of their clinical studies.”

Salcedo was nominated for the award by Harvard Law School Lecturer on Law Amanda Kool, who supervised Salcedo during his more than three semesters of clinical work with the Transactional Law Clinic’s Community Enterprise Project. In her nomination letter, Kool praised Salcedo for his work drafting a guide for immigrant entrepreneurs and helping immigrant clients on issues related to their business ownership, tasks which raised complex ethical issues.

“Put simply, I’ve never met a student more committed to the ethical rules than Steven Salcedo,” wrote Kool in her nomination. “He is far from reckless, but neither is he afraid of blazing (calculated, well-researched) trails to the effective delivery of legal services to the most vulnerable of clients, using the ethical rules as his roadmap each step of the way.”

Salcedo jumped into clinical work through his participation in the Community Enterprise Project of the Transactional Law Clinics (CEP), which allows HLS students to help small business owners, entrepreneurs, and community groups create businesses, obtain permits and licenses, and negotiate contracts and other transactional (non-litigation) services. During his first semester with CEP, he and a fellow student proposed creating a legal resource for immigrant entrepreneurs and those who work with immigrant entrepreneurs. The project was accepted and Salcedo continued with the clinic for an additional semester to see the project to fruition as the project team leader. The first-of-its-kind guide, A Legal Overview of Business Ownership for Immigrant Entrepreneurs in Massachusetts, was published last fall.

As a result of his work on the publication, Salcedo built a reputation for expertise and decided to stay on for a third semester of clinical work with CEP to continue representing immigrant entrepreneur clients.

In a recent Harvard Gazette article on the CEP, Salcedo said, “Lawyers can’t make economic development happen by themselves, but we can contribute to help solve poverty by enabling people to do what they want to do. We’re like a bridge; we take them from where they are to where they want to be.”

Salcedo is also a recipient of a 2016 Skadden Fellowship. After graduation, he will work at Western New York Law Center in Buffalo, New York, providing transactional legal services to low-income entrepreneurs with the goal of generating jobs, goods and services in under-resourced neighborhoods.

Salcedo will receive the award at a gala reception for the honorees on Monday, April 25, at the Institute of Contemporary Art, in Boston. Each recipient of a Law Students Ethics Award will also receive a $1,000 check from the ACC-Northeast Chapter.

The Association of Corporate Counsel (ACC) is a global bar association that promotes the common professional and business interests of in-house counsel who work for corporations, associations and other private-sector organizations through information, education, networking opportunities and advocacy initiatives. ACC-Northeast, sponsor of the annual Law Student Ethics Awards, serves the states of Massachusetts, Vermont, Maine, New Hampshire and Rhode Island.

Harvard Law’s Community Enterprise Project Heads to Oakland, Forges Partnership with Sustainable Economies Law Center

[Originally Posted on the Office of Clinical and Pro Bono Programs blog September 30. 2015.
Also covered by Harvard Law Today October 9th 2015]

By Matt Diaz, J.D. ’16

In early August, Amanda L. Kool, Lecturer on Law and Clinical Instructor of Harvard Law School’s Community Enterprise Project of the Transactional Law Clinics (“CEP”), and CEP clinical student Matt Diaz, J.D. ’16, met with staff members of the Sustainable Economies Law Center (“SELC”) in Oakland, California to cement a partnership between the two organizations. With a shared ambition to foster community economic development through innovative approaches to transactional law, the partnership between the relatively-new law school clinic and the influential legal services organization carries tremendous potential for the organizations themselves, the clients they represent, and lawyers interested in how transactional law can play an important role in the modern economy.

Co-founded by Janelle Orsi and Jenny Kassan, SELC engages a broad set of legal approaches to facilitate “community resilience and grassroots economic empowerment.” Through its various interconnected programs—including its program focused on promoting cooperative businesses—the organization offers legal expertise to empower communities to transition to fairer and more robust local economies. SELC’s multifaceted strategy involves legislative advocacy, workshops, and educational materials for lawyers and community members, and the delivery of legal services through channels such as its “Resilient Communities Legal Cafe,” where SELC staff and volunteer attorneys provide legal consultations to community businesses and organizations.

CEP is similarly invested in community economic development, though CEP’s targeted communities are those that surround the Legal Services Center of Harvard Law School in the Boston neighborhood of Jamaica Plain. In addition to representing clients with a wide range of transactional legal needs, CEP students work in small groups to connect with community organizations, identify transactional legal needs common to their community, and develop tailor-made, comprehensive strategies to address those needs.

Cooperative Connection

During the fall semester, a group of CEP students will work closely with SELC staff to create a comprehensive guide that demystifies the myriad laws related to forming and operating a cooperative business in Massachusetts. The collaboration between CEP and SELC will afford the students access to some of the nation’s foremost experts on cooperatives, while CEP’s local community ties and outreach efforts ensure that the guide will benefit from a strong network of cooperative lawyers and technical assistance providers in Greater Boston, as well. Once finished, the guide will be published, translated, and distributed through the Transactional Law Clinics’ website and through the project’s community partners, as well as hosted by SELC on the state-by-state resources page of their popular website, www.co-oplaw.org.

Immigrant Entrepreneurship

In addition to the cooperative guide, CEP tapped SELC’s expertise to finalize a document produced last semester by CEP students Susan Nalunkuma, LL.M. ’15, Steven Salcedo, J.D. ’16, and Diaz. This document, A Legal Overview of Business Ownership for Immigrant Entrepreneurs in Massachusetts, was created in partnership with the Immigrant Worker Center Collaborative and is intended for use by immigrant entrepreneurs in Massachusetts, as well as by technical assistance providers and community organizers who work with immigrant entrepreneurs across the state.

Because of the document’s comprehensive foray into diverse areas of law, preparation of the materials entailed cutting-edge research at the intersection of business law, employment law, tax law, and immigration law, bringing together dozens of lawyers, academics, and professionals in the community and across the country. Due to the profile of the project, CEP students and staff were able to connect with people such as Sergio Garcia, an undocumented immigrant who became a lawyer in 2014 after a five-year legal battle that ended with a new state law permitting undocumented immigrants to be admitted to the California bar.

“CEP has a successful track record of creating well-researched, useful publications amid the community workshops, client representation, and other great work CEP students complete each semester. However, this project proved to be our most challenging one yet, due to the many areas of law involved and the fact that no one, to our knowledge, has ever compiled such a thorough analysis of the many legal implications of immigrant entrepreneurship. We could not have completed this project without our lead project partner (the Immigrant Worker Center Collaborative) and their meaningful connections to the population at the heart of this document, and we are indebted to countless lawyers and other experts across the country who advised and supported us along the way.” –Amanda L. Kool, Lecturer on Law

Though the document was only recently published, A Legal Overview of Business Ownership for Immigrant Entrepreneurs in Massachusetts promises to have national significance, as other organizations already plan to build upon CEP’s work by creating new iterations of the document for other states across the U.S. This fall, Professor Eliza Platts-Mills and her students in the Entrepreneurship and Community Development Clinic of the University of Texas Law School will be modeling CEP’s project on behalf of immigrant entrepreneurs in Texas, and similar collaborations have been proposed by lawyers in other states. CEP and SELC are currently exploring ways in which SELC can host these state-specific resources for immigrant entrepreneurs on their popular website.

“Working on the immigrant entrepreneurs document has served as an invaluable source of development for me,” Diaz said. “The project presented an opportunity to make a significant impact in uncharted legal territory, uncovering a rabbit hole of legal research possibilities. The effect we have been able to spark on a sizable underrepresented population is a testament to CEP, which allows students to tap into their entrepreneurial spirits and target relevant issues afflicting local community members. I cannot wait to see that effect expand, as organizations around the country build upon the foundation we have built.” –Matt

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

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]

By 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.”

Former Transactional Law Clinics Fellow Therese Rohrbeck Launches New BusinessVenture

L-R: Therese Rohrbeck, Philip Meers

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

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

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

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

Transactional Law Clinics Help Start-Up Microbrewery Raise Capital

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

By: Christine Marshall, J.D. ’14

Christine Marshall, J.D. ’14

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.

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