Business Information & Technology Clinic

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SYLLABUS - Fall 2021

Seminars:
  • Thursdays 7:00 pm - 8:50 pm
  • Room :  RDB 2008


Seminar & Homework Schedule

Session 1:  August 19, 2021
Introduction & Housekeeping
  • Introduction to the Clinic
  • Intake and File Management
  • Case Assignments and Supervision
  • ClinicCases software
  • Clinic Policies and Procedures Manual
  • Supervision
  • professor's expectation regarding student performance

  • Weekly Homework #1 - Simple Affidavit
      Email to your supervisor prior to midnight on the date of the "Session 2" class seminar
      put "homework 1" as first part of email subject line
      make "homework-1" the first part of the Word file name

    Lease Modification Homework - Part #1
      Email to your supervisor prior to midnight on the date of the "Session 2" class seminar
      put "lease modification 1" the first part of email subject line
      make "lease modificatin 1" the first part of the Word file name

    Reading Assignments for Next Session:
    • Review:  protocol for creating a for-profit corp
    • Review:  Protocol for creating a non-profit corp
    • Review:  protocol for creating an LLC
    • Review:  protocol for obtaining IRS 501(c)(3) exemption
    • Review:  protocol for registering a trademark
    • Review:  protocol for registering a copyright
    • Review:  Policies and Procedures Manual
    • Read:  article on client interviewing skills


Session 2:  August 26, 2021
Boot Camp
  • The "Boot Camp" session will provide an overview of the most common client "deliverables" that are handled by the Clinic.  It will also provide an overview of Clinic's protocols for handling various types of common deliverables.  The boot camp session is necessary because intake begins immediately yet the relevant substantive seminars for the various topics are spread out over the semester
Weekly Homework #2 - Simple Personal Guaranty
    Email the assignment to your supervisor prior to midnight on the date of the next class session
    put "homework 2" as first part of email subject line
    make "homework-2" the first part of the Word file name

Lease Modification Homework - Part #2
    Email the assignment to your supervisor prior to midnight on the date of the next class session
    put "lease modification 2" the first part of email subject line
    make "lease modification 2" the first part of the Word file name
Reading Assignments for Next Session:
  • Review:  How to Register a Trademark
  • Review:  Patents Overview
  • Review:  Trademark Basics


Session 3:  Septemer 2, 2021
Trademarks & Copyrights
  • A practical overview of trademark and copyright registration
  • click here for the powerpoint that will be used during the lecture)

  • Weekly Homework #3 - Simple Promissory Note
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 3" as first part of email subject line
      make "homework-3" the first part of the Word file name

    Lease Modification Homework - Part #3
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "lease modification 3" the first part of email subject line
      make "lease modification 3" the first part of the Word file name

    Reading Assignments for Next Session:
    • Read:  Helping Small Businesses Avoid Litigation
    • Read:  Contract Drafting Lecture Outline
    • Read:  Checklist for Good Contract Drafting


Session 4:  September 9, 2021
Contracts
  • "mapping" proposed transactions
  • Transaction mapping slideshow (to be shown in class)
  • Common contracts in small businesses and nonprofits
  • Key elements in contract drafting

  • Weekly Homework #4 - Simple Warranty Deed
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 4" as first part of email subject line
      make "homework-4" the first part of the Word file name

    Lease Modification Homework - Part #4
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "lease modification 4" the first part of email subject line
      make "lease modification 4" the first part of the Word file name

    Reading Assignments for Next Session::
    • Read:  Overview - writing a business plan"
    • Read:  Choice of Entity Chart"
    • Read:  Outline of basic entity choices
    • Read:  comparing S-Corps, C-Corps and LLCs
    • Read:  Start Ups and Emerging Companies - 101


Session 5:  September 16, 2021
Overview Of "Choice of Entity"
  • The desirability of having a business plan before choosing a type of entity
  • Comparison of Limited Liability Companies (LLCs), For Profit Corporatoins (both sub-chapter S & sub-chapter C), Sole Proprietorships, Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), and Limited Liability Limited Partnerships (LLLPs).
  • Intake Interviewing Skills

  • Weekly Homework #5 - Simple Contract Amendment
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 5" as first part of email subject line
      make "homework-5" the first part of the Word file name

    Reading Assignments for Next Session:
    • Review:  Chapter 617 FS
    • Read:  Unrelated Trade or Business
    • Read:  Overview of 501(c)(3)
    • Read:  Protocol to obtain 501(c)(3) exemption
    • Review:  IRS regulation governing 501(c)(3)


Session 6:  September 23, 2021
Nonprofits & 501(c)(3) Exemptions
  • Steps to incorporate
  • Corporate governance and bylaws
  • Adherence to corporate formalities
  • Overview of 501(c)(3) and application process

  • Weekly Homework #6 - Simple Settlement Document

      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 6" as first part of email subject line
      make "homework-6" the first part of the Word file name

    Reading Assignments for Next Session::
    • Read:  Compliance with corporate formalities
    • Read:  Avoiding Liability as a Director or Officer
    • Read:  Fiduciary Duties
    • Read:  Nonprofit Legal Compliance


Session 7:  September 30, 2021
Corporate Formalities
  • The importance of the discipline of following the corporate formalities (compliance with bylaws, credible minute book, etc)
  • Maintaining the limited liability protection of directors and officers

  • Weekly Homework #7 - Simple Transfer of LLC Ownership
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 7" as first part of email subject line
      make "homework-7" the first part of the Word file name

    Other Assignments for Next Session:
    • Read:  The Choice of Entity Challenge
    • Read:  Olmstead v. Federal Trade Commission
    • Read:  article about the "Olmstead Patch"
    • Read:  article on the new Florida law governing LLCs
    • Read:  Advantage of Incorporating in Delaware (if any)


Session 8:  October 7, 2021
LLCs and For Profit Corporations
  • Comparison of possible joint venture vehicles (LLCs, partnerships & corporations)
  • Corporate Bylaws and LLC Operating Agreements
  • Converting Corporation to LLC and vice versa
  • Protecting assests from creditors

  • Weekly Homework #8 - Simple Satisfaction of Mortgage
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 8" as first part of email subject line
      make "homework-8" the first part of the Word file name

    Other Assignments for Next Session:
    • Read:  Creating an LLC Operating Agreement
    • Read:  Issues to Ponder Before Drafting LLC Operating Agreement
    • Read:  How to explain "capital accounts" to LLC formation clients
    • Read:  Business Continuity Planning


Session 9:  October 14, 2021
Joint Ventures & LLC Operating Agreements
  • Best practices in negotiating joint ventures
  • Management options
  • Capital contributions & Duties of Members
  • Percentage of Ownership
  • Split of Profits
  • Continuity Planning
  • Expelling a member
  • (click here for the powerpoint that will be used during the lecture)

  • Weekly Homework #9 - Simple Power of Attorney
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 9" as first part of email subject line
      make "homework-9" the first part of the Word file name

    Reading Assignments for Next Session::
    • Read:  Bringing in investors
    • Review:  Business plan outline
    • Read:  Preparing an "offering memorandum"
    • Read:  Article on securities registration exemptions


Session 10:  October 21, 2021
Attracting Investors
  • What is a "security"
  • Registration requirements
  • Registration exemptions

  • Weekly Homework #10 - Simple Transfer of Contract Rights
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 10" as first part of email subject line
      make "homework-10" the first part of the Word file name

    Reading Assignments for Next Session:
    • Read:  Tax Considerations in Choosing an Entity
    • Read:  Choice of Entity Planning
    • Read:  Taxation of LLCs
    • Read:  IRS Publication 3402 - Taxation of LLCs


Session 11:  October 28, 2021
Tax issues with regard to "choice of entity"
  • Tax advantages and disadvantages of the various entities a business can choose from

  • Weekly Homework #11 - Simple Corporate Resolution
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "homework 11" as first part of email subject line
      make "homework-11" the first part of the Word file name

    Reading Assignments for Next Session:
    • Read:  How Should Businesses Classify Workers? "Independent Contractor" vs. "Employee"
    • Read:  Guide To The Fair Labor Standards Act
    • Read:  The new tax law and the "gig economy"


Session 12:  November 4, 2021
Independent Contractors & Employment
  • Employee vs. Independent contractor
  • Employment of children
  • Fringe Benefits
  • Workers' Compensation
  • ADA
  • Powerpoint shown in seminar

  • Weekly Homework #12 - Simple "Notice of Lessor"
      Email the assignment to your supervisor prior to midnight on the date of the next class session
      put "assignment 12" as first part of email subject line
      make "homework-12" the first part of the Word file name


Session 13:  November 11, 2021
Law Student Presentations (first half of students)
  • Presentations are to be made to the class by half of the students (the remaining presentations will occur the following week in Session 13).  The presentations should last from 10 to 15 minutes and should highlight the student's experience in the Clinic.  The specific content of the presentations, however, is up to the individual student.  In prior semesters students would often accompany their presentation with a PowerPoint (but that is not specifically reuired).  In prior semesters many of the students highlighted note-worthy challenges and/or educational benefit achieved during the course of providing legal assistance to clients.  Often prior students provided a summary of some of their most interesting cases and the particular benefits they might have received through work at the Clinic.  Prior students sometimes provided suggestions for how the Clinic might be improved in the future.

  • Reflection Paper due by the next session

    • Email a 2 - 5 page Word file to your supervisor reflecting on your experience in the Clinic thus far and sharing any insights that you may or may not have regarding what the Clinic does well and what it might need to improve


Session 14:  November 18, 2021
Law Student Presentations (second half of students)
  • Presentations to be made to the class by the other half of the students (see "Session 13" above).


NOTE ON WRAPPING UP CASE WORK  By the time of the student-lawyer's final supervision session all files on ClinicCase MUST be up to date.
  • Copies of all email and paper correspondence MUST be uploaded to the "documents" section - ESPECIALLY CLOSING AND TRANSFER EMAILS THAT HAVE BEEN SENT TO THE CLIENT

  • All client relevant telephone conversations must be documented with case notes.

  • For files being transferred a case note labeled "TRANSFER NOTE" must be entered in ClinicCases providing the next student-lawyer with clear guidance as to what the client wants and the tasks to be pursued..

  • For files to being closed a case note labeled "CLOSING MEMO" must be entered providing a summary of the assistance that was provided.