Credits: 7 credits
Grading: Students may choose to be graded CR/F or with a letter grade.
Enrollment: Eight students will be accepted.
Writing credit: Minor writing credit will be awarded. Major writing credit is available by arrangement with Professor.
Non-profits are an important sector of our economy and are growing in significance in countries throughout the world. Small businesses are important players in community economic development here and elsewhere. Social enterprises – those seeking to accomplish social goals while also generating income – are attracting increased attention. The goal of this clinic is to help students to become effective and ethical lawyers by providing high quality transactional representation to all three kinds of organizations.
Our non-profit clients include a wide range of community groups and arts organizations, both start-ups and mature organizations. Recent clients include: a group which organizes and supports victims of domestic violence; an organization formed to help the ultra-poor on three continents to develop livelihoods; a Harlem charter school; a group which brings music to hospitalized children; a New York City theatre company and an organization formed to improve a Bronx park.
The work for start-up non-profits generally involves counseling the client as to whether non-profit status is appropriate; helping the client to choose and create an appropriate entity for the conduct of the organization’s programs; developing a governance structure and drafting by-laws, conflict of interest and other corporate policies; applying for federal and local income tax exemptions; advising the organization on prospective corporate and tax obligations; and taking other legal steps necessary to the implementation of the organization’s programs.
Projects for mature non-profits have included: simplifying a multi-corporation enterprise; helping an organization choose a corporate and tax structure for a business activity; helping a successful local organization create a national structure; reviewing and drafting leases and contracts; creating structures through which charities can participate in the political process; and advising on trademark and copyright issues. Interested students can also work with organizations on issues like board development and strategic planning.
Our small business clients have run the gamut from family day care providers and bakers to jewelry designers and inventors. Most come from or serve low income communities and all are unable to afford market rates for legal services. Typical projects include helping entrepreneurs to choose and form appropriate business structures, enter into leases and other contracts and comply with regulatory requirements.
Our social enterprise clients have included a tutoring/test prep service for minority students; a group formed to provide work for woman who have been trafficked by selling the fashion accessories they produce; and a group formed to promote access to locally produced food products.
The mix of cases varies from semester to semester with non-profit clients often predominating. In some semesters, students also offer seminars and workshops for non-profits and community entrepreneurs on corporate, tax and regulatory issues. From time to time they participate in law reform projects related to our clients (e.g., the Clinic led an effort to improve the way two state agencies exercise their regulatory role with respect to non-profits).
The early weeks in the clinic are designed to prepare students to see clients. Classes, out-of-class exercises, videotaped simulations and individual meetings with the professor are used to build students’ substantive knowledge, skills, judgment and sensitivity to ethical issues. Once casework begins, simulations taper off and the actual cases become the subject of weekly supervision meetings and the “text” for some of the classes. Throughout the semester, we focus on the lawyer’s role, especially the unique issues in representing organizations rather than individuals, and on helping students to develop a workable personal conception of that role.
You should plan on spending at least 21 hours per week on your Clinic work. You can expect to come out of the Clinic with a good grounding in the corporate and tax law relevant to our clients; a sense of how the law functions in practice; basic skills in communicating with clients, facilitating the work of a group enterprise, problem-solving and drafting; sensitivity to ethical issues; good work habits involving careful planning and the ability to reflect on and learn from your own experiences; and an understanding of how lawyers can use their skills to benefit communities.
An additional aspect of the Clinic involves helping students to achieve personal goals related to becoming professionals, e.g., improving time-management; learning to collaborate with a partner; improving ability to work with people of different age, sex, race or
economic status; learning how to enjoy working as a lawyer.