Business as Unusual: Clinical Representation of Social FRIDAY + SATURDAY APRIL 27 + 28, 2018 • CHICAGO, ILLINOIS TC Entrepreneurs and Impact Investors Transactional Clinical Conference 2:30 pm – 3:30 pm Susan R. Jones Mary Landergan Tony Luppino Deborah Burand David Guenther The George Northeastern University of Missouri- New York University of Washington University School Kansas City School of University School Michigan Law TCC University of Law Law of Law School School of Law @NUSL @nyulaw @UMichLaw @gwlaw #TCC2018 @ChicagoKentLaw
U.S. Law School Mapping Surveys – 2017-2018 • The Grunin Center at NYU Law conducted several mapping surveys of US law schools in late 2017/early 2018. Over the course of these surveys and desktop research, we identified over 60 US law schools that are supporting one or more of the following activities related to the fields of social entrepreneurship and/or impact investing: – curriculum, – extra-curricular activities for students, – legal research and writing by faculty members. • These US law schools represent around 30% of US accredited law schools. Grunin Center for Law and Social Entrepreneurship
Albany University Mapping Surveys: Lewis & Clark University University of Baltimore Marquette University Boston College 55 Law School Respondents* University of Miami Brooklyn University University of Michigan Cardozo University University of Minnesota Chapman University University of Southern California University of Missouri University of Chicago Southern Methodist University University of Missouri-Kansas City University of Chicago-Kent Southwestern University University of Nebraska University of Cincinnati Stanford University New York University Columbia University University of Tennessee * Desktop research indicates that there are at least University of North Carolina-Chapel Hill University of Denver 7 other law schools that appear to have relevant University of Tennessee-Knoxville Northeastern University Duke University courses/activities/scholarship, but representatives University of Texas of those law schools did not respond to the University of Northern Kentucky Florida International University surveys. Vanderbilt University Notre Dame University Fordham University University of Vermont Pace University Georgetown University Villanova University University of Pennsylvania George Washington University Wake Forest University University of Pittsburgh Georgia State University University of Washington University of Richmond Harvard University Wayne State University Saint Louis University Hofstra University Yeshiva University Santa Clara University Indiana University University of South Dakota University of Iowa Grunin Center for Law and Social Entrepreneurship
Mapping Survey: Teaching Faculty from the following 41 surveyed law schools responded that they are teaching courses that address social entrepreneurship and/or impact investing: Marquette Albany Miami Baltimore Michigan Boston College Villanova Minnesota Brooklyn Washington Missouri Cardozo Wayne State Missouri-Kansas City Chicago-Kent Yeshiva Nebraska University of Cincinnati Northeastern Columbia Notre Dame Denver University NYU Duke Pace Fordham Law Pennsylvania George Washington Pittsburgh Georgetown Richmond Georgia State Saint Louis Harvard Santa Clara Hofstra Stanford Iowa Tennessee Lewis & Clark Vermont
Clinics are a big part of the teaching going on in US law schools in the fields of social entrepreneurship/impact investing • At least 25 law schools (representing 28 transactional clinics ) offer transactional clinics serving clients that self-identify as social enterprises or impact investors. • Most of these transactional clinics are serving clients that self-identify as social enterprises (not as impact investors). • 21 clinics represent social enterprises. • 7 clinics represent both social enterprises and impact investors. • This is a relatively new type of clientele for many of these transactional clinics. • 12 transactional clinics started serving these clients in the last 3 academic years . • 5 transactional clinics have been serving these clients for 10 or more academic years .
Toe in the Water or an Incoming Wave? • Social enterprises/impact investors represent a relatively small percent of most of these transactional clinics’ overall clientele (but there are 4 outliers that are making social enterprises/impact investors the focus of their transactional clinics’ clientele) – 1-10% of 12 clinics’ clientele – 11-25% of 7 clinics’ clientele – Over 75% of 4 clinics’ clientele
Not for Profit vs. for Profit • Relatively few transactional clinics represent social enterprises and/or impact investors that are incorporated as “for-profit” organizations:* • 15 clinics indicate that only 1-10% of their social enterprise/impact investor clients are incorporated as “for- profit” organizations. • Yet… 6 clinics indicate that more than 51% of their clients that identify as social enterprises/impact investors are incorporated as “for profit” organizations. * In contrast, 18 clinics indicated that more than 34% of their overall clinic clients are now incorporated or are planning to incorporate as for-profit organizations.
Areas of Legal Advice • Top four areas of legal advice provided by transactional clinics to clients that self-identify as social enterprises/impact investors: – Formation/Choice of entity (26 clinics) – Contracts and agreements (26 clinics) – Governance (26 clinics) – Intellectual Property (23 clinics)
Useful Resources • The resources/tools that are currently most helpful to transactional clinics providing legal services to social enterprises/impact investors are: – Law firm guides/commentaries • 16 clinics – Eship Law Website and Listserve • 13 clinics – Webinars and conferences • 11 clinics
Resource Needs – our Wish List • Document Libraries/Templates – 23 clinics • Course Materials (case studies, readings, interactive exercises, simulations, etc. for use in seminar component of clinic) – 20 clinics • Tools to support advising clients about legal options (such as decisions about choice of entity/formation, local counsel checklists, etc.) – 19 clinics • Syllabi Sharing – 18 clinics
Building our Toolboxes • Some of the tools at our disposal: – Social Enterprise Law Tracker – NYU School of Law (Grunin Center for Law and Social Entrepreneurship) http://socentlawtracker.org/#/map – Legal Audit Checklist for Social Enterprises in the United States – The George Washington School of Law (Small Business & Community Economic Development Clinic) https://www.law.gwu.edu/sites/g/files/zaxdzs2351/f/downloads/2018-Legal-Audit-Checklist.pdf – Choice of Entity Facilitator Tool - Duke University School of Law and UMKC School of Law (this tool is still under development but will be part of Startup Advisor Toolkit initiatives in connection with Legal Technology Laboratory: see www.thelegaltechlab.com)
Social Entrepreneurship Choice of Entity Facilitator Tool Duke/UMKC • In-process collaboration of Duke University School of Law and UMKC School of Law • Part of Startup Advisor Toolkit initiatives in connection with Legal Technology Laboratory; see www.thelegaltechlab.com • Automated questionnaire for client to complete to help lawyer develop choice of entity recommendations (type of company, state of formation, and tax classification) • Current draft has 45 questions, covering a wide range of topics designed to sort through for-profit, nonprofit, hybrid, and cooperative organizational forms, as well as tax status • Next steps: refine questions/logic branches, vet that content with Clinics network, and then build software program
Small Business & Community Economic Development Clinic George Washington University Law School How we do it? • Direct Client Representation • GW New Venture Competition • 2018 New Venture Competition had 276 participants • 137 teams • 45 teams were social ventures
How we do it? • Action Research Projects – Collaboration - e.g., with Ashoka, Legal Audit Checklist for Social Entrepreneurs Doing Business in the United States available at https://www.law.gwu.edu/sites/g/files/zaxdzs2351/f/downloads/2018-Legal-Audit-Checklist.pdf. • Relationships - Halcyon House Social Enterprise Incubator • Working Coalition to Fund the Incarceration to Incorporation Entrepreneurship Act (IIEP) -White paper on Funding the IIEP • Partnerships - Washington Area Lawyers for the Arts
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