Course Description



Prerequisite: Business Organizations.

Limited Enrollment = 16

Note: This course meets in a two-hour block once a week. Students in the course also must be available at times other than the scheduled class hours to meet with clients, classmates, and the instructor. Many meetings typically are scheduled in the late afternoon or early evening, but students need to be flexible to accommodate the schedules of their clients and the instructor. Students who do not have this flexibility in their schedules should not register for the course. In recognition of this extra requirement, one additional course credit is awarded.

Focuses on representing the small business client, especially the new business. Has a clinical component and a simulation component. Under the supervision of the instructor, students advise clients of various organizations in the area including Rutgers Small Business Center, local business incubators and pro bono programs. The advising includes an initial interview, research as necessary, drafting, and counseling. A team of two students interviews each client, consult with the instructor, counsels the client, and drafts appropriate documents. Students also engage in simulations typical of the attorney for the small business, such as evaluating and implementing the form of organization, participating in the development of a business plan, and drafting agreements. Both components provide opportunities for reflection on business lawyering, including issues of legal, business, and personal ethics; the social function of the business lawyer; and lawyer-client relations.

In addition to the clinical work, the course involves extensive simulation of activities typical in the representation of the small business client. Simulations guarantee a base of experience and support the clinical work by providing a laboratory for improving skills and for problem solving. Issues covered in the simulations include the selection of an organizational form; formalities necessary for the creation of the form selected, partnership and shareholder agreements, basic tax issues, commercial leases, director and officer liability, intellectual property issues, insurance, status of employees, attorney conflicts of interest, and formalizing the attorney-client relationship. Other issues–such as franchise agreements, commercial financing, and government contracting–may be addressed, depending on the scope of the clinical experience. Skills covered include interviewing, fact gathering, use of experts, counseling on legal and business issues, problem solving, planning, and drafting.

Both the clinical work and the simulations provide starting points for discussions of broader lawyering issues. At the beginning of the term, a set of such issues is defined for the class, and discussion returns to them at appropriate points. As the course description indicates, issues include legal, business, and personal ethics; the social function of the business lawyer; and lawyer-client relations. The instructor provides readings as background material for the discussions. Attorneys and experts from other fields (e.g., business school faculty, insurance agents, accountants) participate in the class at appropriate points.