Summer course prepares students to represent start-up venture clients
Students in Duke Law's JD/LLM in Law and Entrepreneurship completed Advising the Entrepreneurial Client, an intensive three-week course to learn highly-sought after legal skills.
Earlier this summer, eight Duke Law students pursuing the JD/LLM in Law & Entrepreneurship dual-degree completed Advising the Entrepreneurial Client, an intensive three-week course to learn highly-sought after legal skills used in the representation of a start-up or angel-backed company.
Clinical Professor Erika Buell, director of the Program in Law & Entrepreneurship at Duke Law and an expert in the area of entrepreneurship, financing, and transactions, instructed students in the legal issues likely to arise over the lifecycle of a typical technology company. Buell, who has taught the course since 2011, draws on her own extensive experience in corporate law and working with technology companies, including as in-house counsel for Revolution Money Inc., a payments company sold to American Express in 2010.
“While the class uses a tech start-up company as the hypothetical client, the learning objectives are transferable to many different practice areas and are especially relevant to transactional practice. We focus on the lawyer’s role as a counselor and transaction planner; a lawyer with an entrepreneurial mindset can help the client achieve its business objectives while mitigating risk and avoiding future legal problems,” says Buell. She continues, “One thing I greatly appreciate about these students is that they’ve had the rigorous analytical training of the outstanding Duke Law 1L classic curriculum supplemented by Business Associations in Spring of their 1L year, which is a foundational class for business lawyers. With this solid foundation, I have the opportunity to take them through how deals are actually put together and how to think about communicating complex legal concepts to founders who are very smart, but not always legally experienced.”
The Law & Entrepreneurship Program at Duke Law integrates rigorous coursework, real-world experience, and high-level networking opportunities to position students to advise, create, and lead the innovative ventures that will drive tomorrow's global economy.
Due to the COVID-19 pandemic, Professor Buell taught the course in a hybrid design, with some students attending in person and others participating remotely. In the week following the class, the students met virtually with JD/LLMLE alums currently working with emerging companies and innovative businesses across the United States. The guest speakers included: Mitch Brunson ’18, MBA ’18 (Rock Ventures), Trevor Kiviat ’16 (NYDIG), Alex Lawrence ’18 (Egan Nelson), Rose McKinley ’17 (Unity Technologies), Jeremy Muhlfelder ’18 (VR Chat), Pat O’Connell ’20 (Cooley), Zeeve Rose ’18 (Perkins Coie), Ryan Sheen ’18 (Eagan Nelson), and Madelyn Tarr ’18 (Latham & Watkins). In addition to program graduates, students also met with other representatives from law firms with entrepreneurial practices, angel investors, executives in sustainable start-ups, and in-house counsel at innovative companies.
Four students in the program, all rising 2Ls, recently shared about what they learned in the course, how it informed their career aspirations, and the insights they gained from speaking with alums working in this rapidly emerging and in-demand area of law practice.
What are your professional aspirations in the space of law, start-ups, and/or entrepreneurship?
Yoo Jung Hah: “I’ve always wanted to advise ambitious and driven clients tackling complicated and novel legal issues, while also understanding the business. After taking Advising Entrepreneurial Client, I got more interested in the investor side's work. So, I hope to explore what the investors are looking for and what legal and business issues they face.”
Cam Irwin: “Being a successful founder takes tremendous courage, tenacity, and leadership. One must sacrifice the financial security of his or her livelihood, sell investors on a vision, build and manage a diverse team, and develop a compelling product for the market – all while the world demands capitulation on a daily basis. I hope to play a role in advancing innovation by becoming a dependable advisor to these entrepreneurs and their companies.”
Paul Drexler: “I want to counsel entrepreneurs on company formation, capital raising, corporate governance, and day-to-day issues. While I find many industries interesting, I am particularly intrigued by FinTechs since they face an additional layer of federal and state regulations. In the long term, I’d love to combine my interests in law and FinTechs to help entrepreneurs from underrepresented groups and regions access legal resources and capital.”
Sina Javidan-Nejad: "I’m aspiring to practice in the tech [emerging companies and venture capital] space. My interest stemmed from my time working at Dropbox, the LLMLE Advising the Entrepreneurial Client course, and my time at Cameo. Specifically, I’d like to invest my time in fully understanding all aspects of a corporate practice as it relates to this space. I’m hoping to leverage my knowledge in the tech trans area with the corporate work I’ll be doing in order to better understand the full technological landscape when working with both internal and external stakeholders on deals."
What were the main skills you took away from the course?
Drexler: “First, soft skills matter. Start-up lawyers deal with a wide range of founders who have differing personalities and experiences. Lawyers must find ways to connect with their clients or else their advice will go unheard. Second, business acumen is important. Lawyers should adjust standard contract language to reflect their business clients’ needs.”
Hah: “1. A good lawyer also understands the business, not just the law. 2. Always know who your client is, especially when you are representing a company. 3. It's important to know how to talk to your client. 4. DELAWARE C-CORP!" (Note: Delaware C-Corporation is the entity form selected most often for a “typical” venture capital-backed start-up.)
Irwin: “Professor Buell’s course was a refreshing departure from the 1L curriculum. Instead of discerning balancing tests from 19th-century cases or working through theoretical policy arguments, we spent our time honing practical skills relevant for the modern business lawyer: client communication, contract drafting (from NDAs to term sheets), deal negotiation, cap table administration, IP management, and more. I am grateful that Duke Law and Professor Buell prioritize the development of these skills – it gives us a significant leg up on other young professionals who spend their entire time in law school focused solely on the abstract.”
Javidan-Nejad: "It was easily the most useful, fun, and enjoyable time I’ve ever spent in a classroom. We were able to get a full forest perspective of the entrepreneurs journey through the company lifecycle. Specifically, we were able to understand every player's roll within the ecosystem and the multiplicity of ways that all these parties interact with one another. The knowledge base that we now posses is truly priceless, both in terms of its short-term and long-term utility."
What insights did Duke Law alums provide that informed your career path?
Hah: “Hearing about Duke Law alums' exciting work and seeing how they interact with each other, I learned the importance of a team environment even more. It inspired me to work for a team that values merit and fosters an inclusive and innovative environment.”
Javidan-Nejad: "I was thankful that we got the opportunity to have riveting and enjoyable conversations with our wonderful alums. As mentioned previously, getting a better feel of the tech law/entrepreneurial forest naturally requires understanding the individual players. What’s amazing is that we were able to do this while speaking with individuals who were in our exact same position, previously. Additionally, there are nuggets of wisdom in terms of firm selection, class selection, and practice area subject matter selection that cannot be learned in the generic classroom or a Prof Dev Session. Thus, I greatly appreciated the opportunity to converse and come to the conclusion that a corporate practice in Palo Alto would be where I’d be happiest to start my legal career."
Drexler: “While we did meet with attorneys from larger law firms, we also met with associates from regional and boutique firms and in in-house roles. As well, we spoke with former law students who are investors and founders. Law students go on to work in many different fields and almost always find their legal education helpful.”
Irwin: “Duke Law is exceptional at connecting students with thriving professionals – whether they be active practitioners or asset managers or social justice activists. The reality of the modern law firm is that many people will enter as associates, but few will emerge on the other end as partners. The alums we met with provided invaluable guidance on life both inside and outside the traditional firm and demonstrated that happiness and success can be achieved across a broad spectrum of professions.”
Tell us about your summer position. Did the course inform your duties?
Drexler: “I worked for a Raleigh-area law firm in their Emerging Companies and Banking practices. I used what I learned in [the course] to help draft term sheets and shareholder agreements for companies that were raising capital. I also used what I learned to issue-spot when I performed due diligence for venture capital investors.”
Hah: “I am currently working at Duke Law's First Amendment Clinic and Global Financial Markets Center. While I do not work with start-ups, I still use my notes from Professor Buell's class. I learned how to interact with a client, and that has been valuable in my clinical work. Understanding a company's life cycle and relevant regulations has helped me a lot in my research at the Global Financial Markets Center as well.”
Irwin: “I am very excited for the opportunity to apply the skills and perspective developed from Prof. Buell’s course in my upcoming practicum with Duke Angel Network (DAN). As a legal associate at DAN, I will lean on these intellectual assets when I source and screen investment opportunities, as well as provide ongoing support to portfolio companies.”
Javidan-Nejad: "I’m working on Cameo’s legal team. I work on multiple projects throughout the week that help the legal team better expedite their workflow and meet obligations with clients. This usually entails a good amount of legal research, summarizing, and willingness to try new things--which is all really enjoyable. Professor Buell’s class allowed me to better understand the conditions and time horizon within which a start-up operates, which has greatly informed my work and understanding of the company. Lastly, understanding the funding models and incentive structures of companies in the [emerging companies and venture capital] space further informed me about the business progress of start-ups."