(Formerly Law 272B) The O&T Clinic is targeted at both students planning to do M&A, finance, securities, IP licensing or other corporate or transactional work at major firms and those seeking to explore a non-litigation, advisory-oriented practice. In the clinic, students develop legal advice, learn to review and write contracts and governance materials, meet with client executives, examine commercial relationships, and receive extensive feedback about their work. No prior experience in business, finance, or corporate law is necessary. Students work on structural, programmatic, contractual, affiliation, and governance matters for corporate entities. Students typically represent multiple clients during the term, interact with client CEOs, CFOs, board members, and general counsels, and work in teams with other students and the instructors. Students receive detailed comments about the design, content, and execution of work-products and client communications, and about their performance in client meetings and calls. Students regularly assess their own work throughout the quarter and prepare a self-evaluation at the end of the term. O&T clients are all established Northern California nonprofit corporations. Most of the clients generate annual revenues in the range of $1 – $25 million, and some are considerably larger. We focus on these organizations because they are corporations that typically have substantial governance and external disclosure obligations, active boards of directors, audited financial statements, complex programs, varied collaborations, and diverse funding sources and contractual relationships — all of which are relevant to and productive of corporate work — yet are small enough that the clinic's contact is a senior executive. We think they provide excellent material for students learning about organizational representation and institutional corporate practice. The course includes a seminar that generally meets twice a week. Seminar meetings focus on student-led workshops regarding client projects, and on orientation to corporate practice, including discussion of core commercial relationships such as acquisition, credit, and licensing, and practice skills such as transaction planning and management. Evaluation and grading are based on detailed points of emphasis that reflect ways of working we believe characterize an effective lawyer and responsible colleague. Course design and operation reflect the instructors' combined 40+ years of corporate practice representing consumer products, finance, technology, and life science companies, in both law firm and senior in-house roles. Information about prior projects is available from the instructors and on the SLS website. Special Instructions: General Structure of Clinical Courses – – The Law School's clinical courses are offered on a full-time basis for 12 credits. This allows students to immerse themselves in the professional experience without the need to balance clinical projects with other classes, exams and papers. Students enrolled in a clinic are not permitted to enroll in any other classes, seminars, directed research or other credit-yielding activities within the Law School or University during the quarter in which they are enrolled in a clinic. Nor are they allowed to serve as teaching assistants who are expected to attend a class on a regular basis. There is a limited exception for joint degree students who are required to take specific courses each quarter and who would be foreclosed from ever taking a clinic unless allowed to co-register. These exceptions are approved on a case-by-case basis. Clinic students are expected to work in their clinical office during most business hours Monday through Friday. Students are also expected to be available by e-mail or cell phone when elsewhere during those hours. Because students have no other courses (and hence no exams or papers), the clinical quarter begins the first day of classes and runs through the final day of the examination period. Students should not plan personal travel during the Monday to Friday work week without prior authorization from the clinical supervisor. The work during a typical week in a clinic is divided into three components. First, as they are for practicing attorneys, most of the hours of any week are taken up by work on client matters or case work (this time includes meetings with instructors to discuss the work). Again, as is the case for practicing lawyers, in some weeks these responsibilities demand time above and beyond "normal business hours." Second, students will spend approximately five-to-seven hours per week preparing for and participating in weekly discussions or other group work in their individual clinic (scheduling varies by clinic). Third, over the course of the quarter each clinic student (with the exception of those enrolled in the Criminal Prosecution Clinic) is required to prepare for and attend approximately five inter-clinic group sessions. Students will be awarded three separate grades for their clinical quarter, each reflecting four credits. The three grades are broken into the following categories: clinical practice; clinical methods; and clinical coursework. Grading is pursuant to the H/P system. Enrollment in a clinic is binding; once selected into a clinic to which he or she has applied, a student may not later drop the course except in limited and exceptional cases. Requests for withdrawal are processed through the formal petition and clinical faculty review process described in the clinic policy document posted on the SLS website. Students may not enroll in any clinic (full-time or advanced) which would result in them earning more than 27 clinical credits during their law school career. The rules described here do not apply to advanced clinics for students who are continuing with a clinic in which they were previously enrolled. For information about advanced clinics, please see the course descriptions for those courses. For more information about clinic enrollment and operations, please see the clinic policy document posted on the SLS website. Elements used in grading: The syllabus includes specific expectations and criteria relating to methodical analysis, close reading, efficient writing, effective collaboration, and crisp execution, applicable across client and seminar work.