Entrepreneurship and Community Development Clinic (ECDC) Spring Semester 2015 SYLLABUS

Entrepreneurship and Community Development Clinic (ECDC)
Spring Semester 2015
SYLLABUS
Day/Time: Tuesdays, 10:40a.m.-12:05pm (except as noted)
Professor Lew Goldfarb
(513) 556-1092
[email protected]
Office Number: 322B
Office Hours: Tues.-Thurs. 9:00-4:00 by Appointment
(Drop-ins are welcome anytime if I am available)
Location: Room 208
Lori Strait, Office Manager
(513) 556-0117 (4th Floor Desk)
(513) 556-0280 (Clinic Office)
[email protected]
Textbook: The Entrepreneur’s
Guide to Business Law (4th
Ed.) by Constance E. Bagley
and Craig E. Dauchy.
Welcome to the Entrepreneurship and Community Development Clinic (the “ECDC”)! The ECDC is a
transactional clinic that represents underserved small businesses and nonprofits on a broad array of business
matters such as entity choice and formation; licensing and regulatory compliance; review and/or preparation of
contracts and commercial real estate leases; and advice on IP issues. The ECDC does not provide litigation
services.
The ECDC is designed to enable students (who will be referred to as “legal interns” in the clinic) to explore and
begin to develop the fundamental legal skills, professional values, and substantive knowledge they will need to
be effective attorneys, and to offer much needed free legal services to entrepreneurs and nonprofit organizations
that are not able to afford legal services offered by attorneys in private practice. Students will experience what
it’s like to engage in an attorney-client relationship, to assume primary responsibility for meeting a client’s legal
needs, and, hopefully, in that process, come to realize their value as an attorney and to gain confidence in their
abilities. In addition, students will learn about:
1.
2.
3.
4.
the myriad of legal issues that businesses confront and the substantive law underlying those issues;
the importance of clear and concise oral and written communications;
project planning and management;
how a small law office operates , including procedures for client intake, conflict checking, file maintenance,
project tracking, timekeeping, and scheduling; and
5. the importance of pro bono service.
Interns also will have the opportunity to play a role in the economic development of the Cincinnati metropolitan
area by providing legal services to underrepresented small businesses and to nonprofit organizations that serve
underprivileged communities.
Prior to the first day of class, interns should review a copy of the “Legal Intern Manual”, which is posted on
TWEN. This manual contains the ECDC’s Operating Procedures, including procedures for client intake, file
documentation and maintenance, timekeeping, intern expectations, course grading criteria, and other pertinent
aspects of ECDC class work and clinical work. Class topics and assignments are indicated on the next few
pages. These may be updated and/or changed based upon the type of client work being performed by interns
during the semester. Any readings or exercises not contained in the textbook will be posted on TWEN, handed
out, or sent via email. If you have any questions regarding this syllabus, the information contained in the Legal
Intern Manual, or anything else regarding the ECDC, please be sure to ask them.
CLASS SCHEDULE AND REQUIRED ASSIGNMENTS
SPRING SEMESTER 2015
Saturday, Jan. 17th, 8:30 – Noon, ECDC Orientation and Training – Breakfast (i.e. donuts and bagels, not
omelettes and crepes!) will be provided
Part 1- Introduction to the Course. Uniqueness of Representing Entrepreneurs; Introductions; Overview of the
Syllabus and Legal Intern Manual; Roles of Professor Goldfarb and Lori Strait, Office Manager; Role of Clinic
Advisors; Discussion of Legal Intern License and Expectations; Team and Client Assignments; Relationships
with Bad Girl Ventures, HCBC, and Mortar; Seminar with SBA; Office Hours Sign-up
ASSIGNMENTS:
● Review class syllabus
● Review Legal Intern Manual
Part 2 – Lessons Learned in Clinic; Setting Expectations - An overview by Prof. Goldfarb
Part 3 - Client Interviewing - Discussion concerning how to prepare for and conduct the initial client interview
and engagement letters.
ASSIGNMENTS:
● Read “Interviewing: The Beginning of the Attorney-Client Relationship” posted on TWEN ( Chapter 2 of
Entrepreneurship Law Cases and Materials by Reed and Barron, published by Wolters Kluwer)
 Read “Basic Model of Initial Client Interview” posted on TWEN
Part 4 - Ethical Concerns of Legal Interns at ECDC . Discussion of ethical concerns that are most relevant to
the work of the ECDC and transactional lawyers in general
Part 5 - Choice of Entity and Entity Formation. Discussion of Sole Proprietorships, Partnerships,
S Corporations, C Corporations, and Limited Liability Companies
ASSIGNMENTS:
● Read The Entrepreneur’s Guide to Business Law, Chapters 4 and 5
 Review and be prepared to discuss Choice of Entity Exercise
● Familarize yourself with Secretary of State website (Business Services Section) and “Starting Your Business
in Ohio” booklet at Ohio Department of Development’s “1st Stop Business Connection”:
http://business.ohio.gov/starting/
Part 6 – Clinic Office Tour
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CLASS SCHEDULE AND REQUIRED ASSIGNMENTS
SPRING SEMESTER 2015
January 20th (10:40-12:30)
Part 1- Trademarks and Copyrights (Guest Speaker: J. Michael Hurst, Keating Muething Klekamp).
Discuss basics of trademark and copyright laws, including benefits and costs of registration.

ASSIGNMENTS: Read Entrepreneur’s Guide to Business Law, Chap. 14 and Chap. 10: pages 343-363
Part 2 – IT Laptop Set-Up - IT will set up clinic email accounts, provide online and remote access to the
dedicated clinic drive, connect to clinic printers, and provide access to clinic and Prof. Goldfarb’s calendar.
January 27th - Drafting an LLC Operating Agreement - Discuss how to draft an LLC Operating
Agreement (Guest Speaker: Drew Stevens, Anthony Law)
ASSIGNMENTS:

Read handout “Operational Contracts” posted on TWEN.

Review “Contract Drafting Considerations” posted on TWEN

Read sample Operating Agreements sent via email/ posted on TWEN and ORC Chapter 1705
February 3rd (at HCDC Business Center, 1776 Mentor Ave., Rm 160)
Part 1: Drafting an LLC Operating Agreement (continued)

Read sample Operating Agreements sent via email/ posted on TWEN and ORC Chapter 1705
Part 2: IT Laptop Set Up – connect to Business Center printer
February 10th (Class 9)- Case Rounds- Legal Interns share information regarding their clients and their
representation, including triumphs, challenges, and concerns.
Feb. 17th – Basic accounting/taxes for small business (Guest Speaker: Emily Godman, CPA (Burke &
Schindler)
Feb. 24th - Nuts and Bolts of Organizing Nonprofit, Tax Exempt Organizations. (Guest Speaker: Allison
Kropp, Dinsmore & Shohl)
 ASSIGNMENTS- Review class materials on TWEN
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CLASS SCHEDULE AND REQUIRED ASSIGNMENTS
SPRING SEMESTER 2015
March 3rd – Prep for SBA Seminar on “What Legal Structure is Right for Your Business”- Mock Panel
Discussion w/ student panel of 7 students, followed by training on entity formation. Remainder of class to be
mock audience of entrepreneurs, participating in discussion and asking relevant questions.
March 10th – Teach SBA Seminar on “What Legal Structure is Right for Your Business” (8:00am-9:15am
at HCDC Business Center, Rm 160) – No class afterward
March 17th– No Class (Spring Break)
March 24th – Job Search Tips. How to use your ECDC experience to your advantage when seeking
employment (Guest Speaker: Kathy Grant, Director of UC Career Development)
(Remaining classes TBD and set forth on updated syllabus)
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