Great Fall Quarter for Students in the Organizations and Transactions Clinic

Students, faculty and staff of the Organizations and Transactions Clinic completed a wonderfully successful quarter this past Fall. Here are some highlights of their accomplishments:

Corporate Governance Advice and Documents

Alan Drosdick (’13) and Janice Mau (’14) provided comprehensive corporate governance advice and materials for a leading Bay Area food system educator and operator of farmers’ markets. Alan and Janice spoke with the CEO and CFO on multiple occasions and met with the governance committee of the board to present the team’s recommendations.

Jeannie Poland (’13) and Lisa Valenti-Jordan (’14) prepared governance recommendations and a suite of bylaws, committee charter, policy, and management documents for a San Francisco-based college success program. The team worked closely with the client’s executives and presented their findings and advice to the board’s executive committee.

Cesar De La Vega (’14) and David Moore (’13) represented a large and long-established Bay Area social enterprise committed to fighting poverty. The team reviewed and revamped the organization’s extensive governance documents, met on several occasions with the CEO and CFO, and made a formal presentation at a public meeting of the full board of directors.

Program Design/Operations Advice and Contracts

Jeannie Poland (’13) and Janice Mau (’14) developed equipment lease and catering service documents for a San Francisco business incubator. The project included a site visit, multiple meetings and calls with the management team, in-depth analysis of business considerations, and preparation of new contracts. Jeannie and Janice also prepared template contract and term sheet documents for a newly-formed San Francisco child services organization for use when entering into collaborations with governmental agencies and other nonprofits.

David Moore (’13) and Lisa Valenti-Jordan (’14) prepared loan, security, and guarantee documents for a statewide nonprofit to use in its agricultural lending program. The project entailed client meetings, review of existing credit documents, design and drafting of new contracts, and creation of a tool for use by the client in complying with covenants in its own funding agreements. The team also revamped volunteer program documents for a large Bay Area shelter organization, a project involving site visits and a complete rework of the materials.

Alan Drosdick (’13) and Cesar De La Vega (’14) prepared license and sublease agreements relating to shared use of farm and food preparation facilities at a Solano County agricultural education organization. Alan and Cesar also worked with a Santa Cruz County community development organization to develop documents for a new commercial kitchen business incubator program. The team toured the site, worked with the CEO as well as a technical consultant, helped develop key business terms for the program, and drafted contract documents.

Independent Projects

In addition to these team projects, each student worked independently with a client. Alan advised a San Francisco immigration legal services organization about a license agreement for distribution of educational materials. For that same client, Janice prepared contract, education, and communication documents relating to independent contractor arrangements. Lisa advised a large Bay Area food bank about publicity of volunteer activities, a project involving preparation of an advice memorandum and a new volunteer agreement. Cesar drafted mutual non-disclosure and employee confidentiality and assignment invention agreements for a San Francisco girls empowerment nonprofit. Jeannie drafted an independent contractor agreement and inbound contract review tool for a Santa Cruz County organic farming research organization. David provided advice about fiscal sponsorship arrangements to a Sonoma County food system organization, and developed new contract and compliance documents for the client.

The Organizations & Transactions Clinic is directed by Professor Jay Mitchell, who works alongside clinic staff attorney Michelle Sonu. Alexandra Thrall provides wonderful paralegal support.