Organizations and Transactions Clinic: Vital Lessons in Law and Business

Teaching Law was not in Jay Mitchell’s five-year plan. But the former Chief Corporate Counsel at Levi Strauss & Co. and one-time partner at Heller Ehrman was exploring the next stage in his career and, with both corporate and law firm experience, his CV was tailor-made for the director position at Stanford Law School’s newest addition to the Mills Legal Clinic. He left the corporate world in August 2007 and embraced the opportunity to lead the new Organizations and Transactions Clinic.

With his third semester of teaching under way, Mitchell (BA ’80) is the antithesis of an absentminded professor, his office the picture of businesstidy, with stacks of binder-clipped documents and three whiteboards ready for brainstorming.

The ABC’s of transactional law

Dressed in jeans, Mitchell’s casual attire belies the keen attention to detail that is the hallmark of the clinic. He spent a semester drawing up a plan and developing clients from among the Bay Area’s many not-for-profit organizations. At the start of each semester, students are presented with a playbook in the form of a well-organized binder, complete with a course plan and syllabus, the California rules of professional conduct, a summary of risk management and quality control guidelines, and other useful tools. It’s a crash course in how to actually be a transactional attorney with a detailed plan setting out the objectives, methods, and timeline for the work. And it all happens in the context of representing not-for-profits.

“It’s like a med student taking anatomy,” says Mitchell. “We look at lots of contracts, financials and other documents. We run through questions that lawyers need to ask themselves and their clients: What are we trying to accomplish here? What’s missing? Does this need to get board approval? What are the implications of doing X, Y, or Z? How do we best communicate the data? It’s the stuff corporate lawyers deal with every day. But our students have the opportunity to learn it here first, to ask all the questions they want and to reflect on what they’ve seen.”

Although the clients for this clinic are nonprofits, the work includes a range of business projects such as comprehensive governance reviews, mergers, fiscal sponsorship arrangements, leases, and licensing agreements. Client interaction is with executive directors and board members. Here too, Mitchell and Alicia E. Plerhoples, the Orrick Herrington & Sutcliffe Clinical Teaching Fellow, ensure they are prepared.

“Working in the corporate world you quickly see how important it is to understand the company’s priorities. At Levi’s it was all about the product and the brand. Everything we did had to support business strategy and execution,” says Mitchell. “It’s important for our students to get to know the organizations that they are representing, to really understand their mission, resources, and constituencies. And when giving advice, they have to get out of the weeds and understand what needs to be communicated to organizational leadership.”

Presenting to the board

An essential part of the first half of the clinic semester is the mock senior management presentation, when students learn to “think like a client.” Students are presented with a fictional apparel company that’s considering a sale of one of its businesses. They then study the transaction and present a plan to a “management team” composed of local business leaders and lawyers, which has included senior executives from Levi’s. “It’s our equivalent of a court appearance,” says Mitchell. “The students put together a presentation and take the group through their analysis. Identifying relevant assets and audiences, third-party approvals, employee reactions, impact on the business—it’s basic project assessment and planning. These are essential skills for a good transaction lawyer.”

“It’s one thing to look at the law and come up with a recommendation. It’s another to present it to a board and have the chief financial officer of the company sitting across from you raise something you didn’t consider,” says Ashley Hannebrink ’10. “Practical considerations are sometimes lost on young associates. Jay and the clinic did a great job of emphasizing how important they are.”

“The management presentation really drove home the point that we need to know the client and our audience,” says Ryan Loneman ’09, who teamed up with Hannebrink during last semester’s clinic to work with the Farmer-Veteran Coalition, an educational nonprofit that trains veterans for a career in agriculture. The students drafted a fiscal sponsorship agreement and an advisory board charter for the newly established group. The organization is one of a number of clinic clients active in sustainable agriculture and food system reform.

Pro bono business lawyer

Another agricultural organization clinic students worked with was Collective Roots, an East Palo Alto nonprofit focused on engaging youth and the community in food system reform. Here Brent Harris ’09 (BA ’04, MA ’04) and Melissa Magner ’08 helped to establish the first farmers market in East Palo Alto, a city that doesn’t even have a supermarket for residents to purchase fresh produce.

“This wasn’t just a legal challenge. There were many practical challenges like how best to make the business function and how to help people understand how it functions,” says Harris. Part of the project involved establishing a plan for the new farmers market and a set of market rules to run it—making recommendations for issues such as how many farmers could be accommodated, other activities at the site, dispute resolution, and the like.

“We understood that the rules governing the new market’s management would set the tone for the venture, so we worked hard to design a straightforward, accessible document,” says Magner, now an associate at Latham & Watkins LLP in San Francisco, who visited the farmers market last summer along with some 7,000 customers.

In addition to the practical lessons of transactional law, clinic students gain a keen understanding of the importance of legal counsel to the nonprofit community and how business-focused JDs can engage in pro bono lawyering after graduation. “The clinic highlighted the importance of pro bono business legal counsel and motivated both my clinic partner, Alice Yuan, and me to pursue such work at our respective firms,” says Susan Dawson ’08 (BA ’03), an associate specializing in public finance at Orrick, Herrington & Sutcliffe LLP, who worked on a merger of seven Bay Area charter schools into a single organization. “Working on a successful merger improved my ability to manage transactions effectively, and receiving such preparation before leaving Stanford Law was incredible.”

“It was a great precursor to the work I’m doing now,” agrees Yuan ’08, an associate at Kirkland & Ellis LLP.