W. K*ll

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New Business Counseling Practicum (W. K*ll)

In the Practicum, students will learn and apply a broad range of knowledge in law and business related to the development of new businesses, through classroom learning, field trips, participating in simulations, and ultimately assisting real business start-ups. Class time will be primarily devoted to preparing students for consulting with real entrepreneur clients during the term, specifically entrepreneurs who are beginning new business ventures (either for-profit or non-profit). Students will work in interdisciplinary teams and under Instructor supervision, to research and formulate options that will address their entrepreneur clients’ needs.

The course will ready students for transactional lawyering with business clients, but in the larger sense, will demonstrate in depth what is needed to start a successful business. The course will also examine ethical issues and other critical practice matters for transactional lawyers.

Prerequisites: Students must be either 2L or 3L, AND also have taken Civil Procedure and Evidence (or be concurrently enrolled) Note: This is an interdisciplinary class, so there are 14 slots available to Boalt students, and 4 slots available to students from the Haas Business School.

Exam Notes: P

Drafting Legal Documents for New Businesses (W. K*ll)

In the Drafting course, students will learn and apply a range of knowledge in law and business related to the development of new businesses, particularly in the context of drafting key documents for business organizations. Most new businesses require that certain legal documents be drafted to begin their existence (e.g., articles of incorporation, charters, bylaws). For some businesses, formative documents resemble more of an “agreement,” in which expectations are set forth for those participating in the business (e.g., a partnership, or limited liability company (LLC)). Some businesses need to prepare and file substantial documents in order to obtain certain additional governmental benefits or status (e.g., an application for federal tax exempt status under 501(c)3 of the IRS Code). In addition, businesses often need personnel policies, contracts, grievance procedures and other human resource related forms to effectively manage employee relations. These and other key documents have unique requirements but also a number of common rules for drafting which are not often highlighted in general courses on contracts, tax, and other substantive areas of the law. Through the course, students will gain experience drafting key documents for new businesses, assisted through individualized comments and critique provided by the instructor.

Exam Notes: P+