UVA Entrepreneurial Law Clinic Students Help Darden Startups Find Their Footing

Rob C. Masri, Tony Steiner and Jack Mara

The Entreprenurial Law Clinic partners with the Darden School of Business to provide pro bono legal assistance to ventures participating in the Darden Business Incubator.

April 20, 2015

Most attorneys leave law school and start their jobs before working directly with a client focused on growing a business. But students in the Entrepreneurial Law Clinic at the University of Virginia School of Law are able to act as general counsel for a startup company before they even graduate.

The clinic works in partnership with the Darden School of Business, which houses the MBA program at the University, to provide pro bono legal assistance to ventures participating in the Darden Business Incubator. Law students receive practical training through the clinic on how to advise startup companies and on drafting basic corporate documentation. The students then work directly with the entrepreneurs to create a legal plan for the business and execute related documents.

"Entrepreneurs are the only people in the world who are willing to work 80 hours a week to avoid having to work 40 hours a week," said Rob C. Masri , a 1996 graduate of the Law School and director of the clinic. "We want the students in the clinic to develop the same sort of passion for this area of the law that the entrepreneurs have for their ventures."

Masri is an experienced corporate attorney and entrepreneur who raised $5 million to grow his own startup, Cardagin Networks Inc., a mobile customer loyalty platform. He teaches the semester-long class with lecturer Clare Lewis , a 2011 graduate of the Law School and associate at McGuireWoods specializing in venture capital, and instructor Pamela Rosen, an associate at Williams Mullen.

Rosen said the goal is for students to acquire "hard, tangible skills they can use, no matter what type of practice they begin after law school."

The incubator, which is run through Darden's i.Lab, accepts at least 12, and as many as 24, businesses each year from across the University and within the Charlottesville area. In addition to legal consultation, businesses chosen for the incubator also receive a stipend, sales and marketing assistance, and the use of incubator space and resources. The clinic assists in matching the right law student with the business that can best benefit from that student's experience and academic or professional background.

Noah Vogelsang, a student at the UVA Curry School of Education, came to the incubator needing help getting a summer camp started. The camp, an offshoot of his Blue Boy book series and educational materials, will host Chinese children who wish to learn English in the United States.

Vogelsang was paired with Szeman Lam, a third-year law student in the clinic who speaks Chinese and wanted some additional practical experience before starting her career in transactional law.

"I have a lot of skills that complement Noah's business," Lam said. "I have a background in languages and also a deep understanding of the cultural issues that are involved with his project. I was born in Hong Kong and my family emigrated from there. So I understand a lot of the cultural obstacles and challenges that his project faces."

Lam helped Vogelsang set up a business entity so he can operate the camps legally, and on schedule with his business plan.

"Our job is to analyze the legal issues and see how we can best serve their needs," Lam said.

"Szeman was really able to break down every single one of the questions," Vogelsang said.

Second-year law student Edward Sniezek worked on behalf of client VotersChoice, whose mobile polling app helps voters and elected representatives better communicate. Sniezek, who himself started a music sharing app company, drafted several legal documents for VotersChoice, most notably an operating agreement and summer internship consulting agreements.

He said he learned what he knew — and did not know — during the process.

"By talking with and helping VotersChoice, I found myself able to draw on many of the key lessons I had learned from other classes, but at the same time, became more aware of the areas of law or considerations I had previously been oblivious to," Sniezek said.

For example, while preparing summer internship agreements for the company with classmate Erica Aghedo, Sniezek learned about the latest federal requirements for unpaid interns, and appropriate language he needed to include.

"Because of the active involvement of the professors and the collaborative dialogue that occurs between the students of the class, this issue was brought to my attention and addressed in the contract," he said.

Third-year law student Tony Steiner, who worked with the website startup 10Thoughts.com, said he appreciated the experience he gained, and enjoyed becoming a part of the entrepreneurial community.

"It's a great way to get practical experience doing transactional law, but it's also a great way to meet some entrepreneurs — to become involved with their companies, see what they're doing and help them along," Steiner said.

Masri said, given the ups and downs of startups, students may even discover that the attorney-client relationship extends beyond providing basic legal services.

"Oftentimes for an entrepreneur, their attorney becomes a trusted source of advice, support and encouragement — the shoulder to cry on when something breaks down or their champion when things are going well," he said.

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