Entrepreneurship & Nonprofit Clinic Course Information

The Entrepreneurship & Nonprofit Clinic (E-Clinic) provides pro bono, transactional legal services to small businesses, start-ups and entrepreneurs, nonprofit organizations, social enterprises, community development organizations, and authors, artists, and musicians in both urban and rural counties of Alabama. Entrepreneurship with a community development focus is the practice of working with small businesses and community-based organizations seeking to use innovative and creative strategies to improve economic and social conditions through projects that are supported and led by community members. The E-Clinic supports these efforts by counseling and advising organizational clients and small business owners about business law, nonprofit law, and community development issues.

The E-Clinic provides both challenging client work and a rigorous classroom component to expose students to substantive legal concepts related to entrepreneurship, business law, and economic development. Through both client work and the seminar component, the Student Attorneys are exposed to a variety of social systems that impact their clients and client work and are encouraged to think reflectively about the nature of transactional advocacy in the public interest. Students will learn transactional practice skills that are transferable to all types of transactional practice, including client counseling, drafting, research and planning, project management, advocacy, professionalism, and working with constituent groups.

ENTREPRENEURSHIP & NONPROFIT CLINIC

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Director: Professor Casey E. Faucon

Eligibility: Open to 2Ls and 3Ls, with preference for 3Ls who can register with the Alabama State Bar to be certified for a student practice card.

Pre- and co-requisites: Legal Professions is a pre- or co-requisite. 

Credit hours/duration:

The E-Clinic is offered for six credits and is a one-semester clinic. 

Weekly classes:

Seminar: Tuesdays (1.5 hours)

Firm Meetings: Thursdays (1.5 hours) 

What Types of Matters does the E&N Clinic Handle?

The E-Clinic Student Attorneys will provide the full suite of transactional legal services to new and existing organizations, including but not limited to:

  • Pre-venture counseling to founders and co-founders
    • Co-founder agreements
    • Pre-formation structuring
    • Capitalization advice
  • Choice of entity counseling and drafting of organizational and operational documents
    • Choice of entity counseling (sole proprietorship, partnership, joint venture, corporation, limited liability company, benefit corporation, and non-profit association or corporation)
    • Formation and governance documents (articles of incorporation, partnership agreements, bylaws, and operating agreements)
  • Strategizing, negotiating, and drafting agreements
    • Project partner agreements or memoranda of understanding
    • Customer agreements
    • Vendor agreements and supplier contracts
    • Commercial leases
    • Financial documents
  • Employee management counseling
    • Employee manuals and contracts
    • Independent contractor agreements
    • Incentive compensation schemes
    • Labor compliance and reporting issues
    • Non-compete and non-solicitation counseling
  • Intellectual property counseling
    • Trademark and logo counseling and registration
    • Copyright counseling and registration
    • Licensing agreements
    • Non-disclosure agreements
  • Regulatory Compliance and risk management (excluding tax advice and preparing tax forms)
    • Business licenses, if applicable
    • Insurance and liability protection advice
    • Governmental agency and regulatory compliance, such as labeling, FDA, OSHA, and SEC compliance
  • Nonprofit counseling and board governance training
    • Applications for tax-exempt status
    • Board governance training
    • Fiscal sponsorship agreements
    • Charitable donations registration
  • Counseling to artists and musicians
    • Intellectual property protection
    • Publicity contracts
    • Commission contracts
    • Licensing agreements

In addition, the E-Clinic will also potentially provide policy work assistance to the E-Clinic’s nonprofit or community development organization clients, as well as provide community education workshops on substantive law issues pertinent to the E-Clinic’s practice areas.

The E-Clinic does not write business plans, prepare income tax returns, prosecute patents, or provide assistance with initiating or defending litigation or business disputes. 

What Types of Work Will I Do in the E-Clinic?

Student Attorneys will learn transactional practice skills that are transferable to all types of transactional practice, including client counseling, drafting, research and planning, project management, advocacy, and understanding group dynamics. Student Attorneys will have the opportunity to carry and manage client matters in collaboration with a clinic partner and as the only Student Attorney assigned to a client file. Under the direct supervision of the Clinic Director or a Staff Attorney, the Student Attorneys are responsible for intake and discussions about whether to accept a client; defining the scope of the transactional matters for legal representation and executing the engagement letter; interviewing clients and gathering facts about client goals; researching, developing, and executing client projects using a client-centered approach; meeting with clients and explaining the work product in a manner befitting each particular client; potentially negotiating and reviewing contracts; and, if applicable, making presentations to community members on issues related to entrepreneurship and nonprofit governance. The Student Attorneys will also have the opportunity, depending on the growth stage of their clinic clients, to participate along with and support their clients in community- and consumer-building efforts. 

What are the E-Clinic Credits, Workload, and Other Requirements?

The E-Clinic is a one-semester, six credit course, open to 2Ls and 3Ls. Preference during registration, however, is given to 3Ls who are eligible to register with the Alabama State Bar to receive a student practice card, although Student Attorneys in the E-Clinic will not represent clients before a tribunal or in litigation.

In addition to the weekly seminar and firm meetings, the Student Attorneys have mandatory, weekly supervision with the Clinic Director and a Staff Attorney, which typically lasts between one to one and half hours. The Student Attorneys are also required to maintain weekly office hours in the clinic offices. Between seminar, firm meetings, supervision, office hours, and executing the client work, Student Attorneys can expect to devote approximately 15 to 18 hours per week on clinic work.

We will use the seminar portion to review substantive legal topics, engage in simulations and practice-oriented skills, engage in Student Attorney presentations, and discuss and develop an understanding of the transactional lawyer’s role and ethical obligations to an organizational client. During firm meetings, Student Attorneys present the week’s new requests for legal services, evaluate the potential client matters and the client goals, share experiences and information, and work together to problem solve on-going client matters. During weekly supervision, Student Attorneys use that time to progress their group and individual client matters.

About Professor Casey E. Faucon

Professor Faucon joined the University of Alabama School of Law in 2018 as the Director of the Entrepreneurship & Nonprofit Clinic. Prior to joining the faculty at the University of Alabama School of Law, Professor Faucon was the 2015-2018 Whiting Clinical Fellow at the University of Denver Sturm College of Law, where she co-taught and co-supervised in the Community Economic Development Clinic and was a participant in the Roger Salters Writing Institute, Denver’s Interdisciplinary Research Incubator for the Study of (In)Equality. Professor Faucon was the 2013-2015 William H. Hastie Fellow at the University of Wisconsin Law School, where she earned her LLM degree and taught Marital Property. Before entering academia, Professor Faucon practiced at Kean Miller LLP in the construction litigation and contracts group. Professor Faucon earned her J.D./D.C.L., magna cum laude, from Louisiana State University School of Law, where she served as the Executive Senior Editor of the Louisiana Law Review and a judicial extern to Judge Dennis of the US Fifth Circuit Court of Appeals. She has a B.A. from Rice University.