The Organizations and Transactions Clinic provides pro bono corporate legal services to Bay Area nonprofit organizations. Students work on corporate governance, contracts and collaborations and external communications matters. The clinic seeks to give students opportunities to develop analytical, planning, editorial and counseling skills in the context of both live client projects and reality-grounded classwork, all with an eye to how business lawyers can serve the community.
Under the supervision of clinic director Jay A. Mitchell (BA '80), up to twelve students each semester perform targeted legal reviews; advise nonprofit executives and boards about governance and disclosure practices; prepare bylaws, governance policies, committee charters, orientation materials, self-assessment tools and similar board operations materials; plan transactions; draft contracts, MOUs and other operating agreements; and prepare template and tool documents for management use.
The clinic focuses on providing practical support to senior leaders. The clinic represents both public charities and private foundations. Client projects in 2008 included planning and documenting a merger of multiple nonprofits into a single entity; drafting market rules for a new farmers' market; drafting a grant agreement and other grantmaking documents for a corporate foundation; preparing new governance documents for nonprofits involved in veterans' rights, immigrants' rights, healthcare and youth development; and drafting template commercial agreements for a private foundation and for nonprofits involved in healthcare, open source software and other areas.
The seminar component of the clinic is intended provide structured learning in three broad areas: substantive business law and practice; core lawyering skills; and client context. The work includes review of a variety of commercial relationships, with a special focus on transaction management. Student discuss readings, engage with guest speakers and lead case rounds. Students also complete several individual and team writing and presentation projects based on situations that regularly arise in corporate practice.
"O&T is about helping students get ready for a sophisticated corporate practice -- and for meaningful pro bono and leadership roles in the community. We explore client context. We work on professional method. We consider the business lawyer's multiple functions. We talk about transaction planning and execution. We look at lots of business arrangements and documents. And we see, in our client and classroom work, how a business lawyer can use his or her skills and knowledge to serve the community."
Jay A. Mitchell, Director, Organizations and Transactions Clinic, and Lecturer in Law