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Law School’s Entrepreneurship Legal Clinic ‘makes dreams come true’

July 09, 2020

Despite Philadelphia’s long and storied history of entrepreneurship — a group of immigrant entrepreneurs started a country here a couple hundred years ago — it remains very difficult to start and operate a small business in the city, according to Practice Professor of Law Praveen Kosuri, Director of the Entrepreneurship Legal Clinic (ELC) at the University of Pennsylvania Carey Law School.

Philadelphia remains the poorest large city in the U.S., and many small businesses operate on tight margins, lacking the resources to consult attorneys for their legal needs. Together, Kosuri, who is also the Associate Dean for Clinical Education, and ELC Clinical Supervisor and Lecturer Michael Murphy teach the oldest transactional clinic in the country to help address these problems, supervising students who provide holistic advice to clients hoping to make a positive social impact through business. Students work with entrepreneurs at all phases of the business cycle, from pre-formation to scaling to dissolution, turning visions into reality.

“This is going to sound cliché, but the Entrepreneurship Legal Clinic makes dreams come true,” said ELC alum Michael Machado L’20. That’s the simplest and most honest way to describe what the clinic does for clients.” 

The clinic chooses clients that fit into one of three “buckets,” according to Kosuri. Each represents a different social impact strategy, but all are tied together by the end goal of bettering society.

The first bucket is comprised of low-to-moderate-income entrepreneurs from underserved populations or economically distressed communities. Clients might be a “mom and pop” grocery store wishing to expand by opening a second location or a restaurant trying to navigate city regulations.

Projects in the second bucket involve community revitalization. For example, the clinic might assist a client in transforming blighted, under-utilized, real estate assets into facilities that can anchor entire neighborhoods and benefit all residents.

In the third bucket are “triple-bottom-line businesses” or “social ventures,” for-profit businesses also concerned with societal benefits, such as developing clean energy or more accessible healthcare solutions. The impact of these businesses is often national or global.

By assisting clients with a wide range of legal issues, including founders’ agreements, entity formation, employment, form contracts, and website terms of use, students gain substantial and intense practical experience as transactional attorneys.

“While clinic students’ work is supervised and reviewed by a faculty member, the students are the partners in charge of their engagements,” said Murphy. “Students meet with the clients, develop strategy, and have creative control to fashion deliverables.”

Clinic alum Isabel Kim L’21 said that she learned “how to guide a conversation, gain client trust, and distill the legal problem from a client’s description” – skills that “aren’t traditionally taught in the law school classroom but are crucial for legal practice.”

Kimberly Klayman L’13, who now counsels corporate clients as an associate at Ballard Spahr, recalled first learning about the “‘service provider’ component of being an attorney” when she participated in the ELC. Associates often skip over the basic aspects of transactional law covered by the clinic when they go to work for firms, she said, because they are dealing with larger businesses. “Yet understanding this stuff is fundamental to being able to give more complex legal advice, particularly in the areas of emerging growth, venture capital, and private equity work,” said Klayman. “I was happy to walk into my firm on the first day of my summer program with that knowledge base.”

Because the clinic does not charge for its services, students can spend considerable time getting to know their clients, how they work, and what success looks like to them. This allows students to address “unknown unknowns,” legal issues that the client was not even aware they had.

“I worked for a startup in Philadelphia prior to teaching full-time,” said Murphy, “and the work that the clinic students do isn’t at the same level as the work I received from local small business law firms – it’s better.”

Perhaps the biggest “unknown unknown” students have ever had to address arrived in the form of the COVID-19 crisis this spring, and students gracefully rose to the unprecedented challenges presented by the pandemic. All of their clients suddenly faced major problems unrelated to the issues that had brought them to the clinic in the first place.

Students met with each client to develop new scope-of-work agreements, and pivoted representation as needed. They produced a series of COVID-related FAQs for small businesses. Students completed client work while moving across the country or caring for at-risk relatives. They met with clients via Zoom in the middle of the night while quarantined by the government in hotels overseas.

“I have never been prouder of a group of students,” said Murphy.

In good times as in bad, students said that seeing their passionate, creative clients achieve their goals was the most satisfying part of the clinic. Klayman recalled, for example, how fulfilling it was to help form the Philly Mobile Food Association, a network of food trucks serving the Philadelphia area.

“We had a huge launch party for them on campus, complete with city council members and other influencers,” she said. “The members of the association were so grateful for our support.”

While the immediate rewards of the clinic are considerable, students find that the real benefits of participating may surface long after they have graduated.

“I want students to learn lessons and competencies that will last them years into practice, not months, even if they decide to leave the law to pursue other opportunities,” said Kosuri.

By learning to see no distinction between “business advice” and “legal advice,” clinic students learn that to be great transactional lawyers, they must bring their whole selves into their legal practice. They also learn that their professional identity is the result not of one big decision, but the aggregate of many small choices and habits.

“Law school and legal practice can seem like a river that sweeps people towards certain roles and certain goals,” said Murphy. “We hope to empower our students to be able to choose when to go with the flow, when to paddle, and when to grab a branch.”

Read more about Penn Law’s clinical and externship opportunities.