Autumn Quarter Highlights from the O&T Clinic

The Organizations and Transactions Clinic was hard at work this past Autumn quarter. Under the supervision of director Jay Mitchell and clinical supervising attorney Michelle Sonu, eight full-time and two advanced students worked on a variety of contractual, advisory, and corporate governance matters, as highlighted below.

Advice and contract matters:

Autumn Quarter Highlights from the O&T Clinic

Maya Spitzer (’18) and Adrian Vidaurri (’18) provided extensive risk management advice to one of the largest operators of farmers’ markets in California. The team had extended discussions with the client’s senior management team and prepared multiple advice, contract, and communications materials. Maya and Adrian also drafted an affiliation agreement for a growing Northern California nonprofit that supports youth transitioning out of foster care, and a service agreement for a San Francisco organization that offers apps, data analytics, and coaching services to support college completion.

 


 

Autumn Quarter Highlights from the O&T Clinic 1

Teddy Nimetz (’18) and Courtney Sladic (’17) advised a Bay Area arts education nonprofit about acquisition structures and planning. The team prepared transaction analysis and planning materials and presented their recommendations at a meeting of the client’s board of directors. Teddy and Courtney also interviewed multiple senior executives and provided risk management advice to the country’s leading charter school organization, and drafted an affiliation agreement for a sexual health education nonprofit seeking to expand its impact in California through relationships with other organizations.

 


 

Autumn Quarter Highlights from the O&T Clinic 2

Frank Pensabene (’18) and Jessie Yu (’18) advised the CEO of a South Bay organization concerning the possible disposition of one of its programs. The team prepared planning and board approval materials, carried out diligence activities, and drafted an asset purchase agreement. Frank and Jessie also worked with a prominent Bay Area farmers’ market operator on rental contract and communication materials, and advised a New York City-based immigration nonprofit about possible reincorporation of the organization from California to New York.

 


 

Autumn Quarter Highlights from the O&T Clinic 3

Jessica Kapustiak (’18) and Will Little (’18) worked closely with a Northern California organization in developing a complex multi-party agreement relating to management and promotion of a live/work campus for artists. The team toured the campus, reviewed extensive background materials, and engaged in multiple discussions with the client’s CEO and consultant. Jessica and Will also prepared multiple program and other contracts for a major Bay Area children’s museum and a set of IP-centered contracts for one of the country’s most prominent investigative journalism nonprofits for use in its reporting activities.

 


 

Corporate governance:

In addition, all O&T Clinic students carried out comprehensive corporate governance reviews. These engagements involve reviewing the client’s existing governance documents and practices, preparing a detailed advice deliverable, drafting an extensive suite of bylaws, board committee charters, and other documents, and making a formal presentation to board members and senior executives. Adrian Vidaurri and Jessica Kapustiak represented a San Francisco organization whose work centers on the book arts. Will Little and Maya Spitzer advised a South Bay nonprofit that designs and builds products for hands-on learning in elementary and middle schools. Jessie Yu and Teddy Nimetz represented a long-established Half Moon Bay youth development organization. Courtney Sladic and Frank Pensabene worked closely with a children’s healthcare nonprofit and traveled to the client’s headquarters in Portland, Oregon to present their recommendations.


Advanced clinic matters:

Autumn Quarter Highlights from the O&T Clinic 5

Former O&T Clinic students Grace Chediak (’17) and Tierney O’Rourke (’17) returned to the clinic in autumn 2016 as advanced students. Grace and Tierney provided documents and advice to a statewide farming nonprofit in its proposed acquisition of assets from another agricultural nonprofit. The team advised the CEO on contract negotiations, conducted due diligence on the transferor, and drafted planning and board approval materials. Grace and Tierney also provided advice and drafted documents regarding various corporate governance matters for a West Coast nonprofit focused on STEM education for girls.