Sean M. O’Connor is a Professor of Law and Faculty Director of the Entrepreneurial Law Clinic at the University of Washington. As the creator of the Entrepreneurial Law Clinic, he is a leader in university pro bono service.
In my second post, I’ll suggest some ways to engage in hybrid law and business pro bono consulting that can be more effective than either on on its own.
The main deliverable of my Entrepreneurial Law Clinic at the University of Washington in Seattle is a “legal and business audit.” This mimics the kind of “due diligence” investigation and analysis that a prospective investor, lender, or acquirer would undertake before deciding whether to invest in, lend to, or acquire the company. But in ELC’s case, it is done for the entrepreneur’s eyes only.
The value is that we work across the entrepreneur’s total business vision and value proposition. With the experience of our pro bono supervising attorneys and business consultants, we can help the entrepreneur think about issues that may not have occurred to them yet. We can also help vet the value proposition–or even spur the entrepreneur on to unearth the value proposition that may currently be hidden in their business vision and marketing. All of this is equally applicable to the nonprofits we serve. In fact, sometimes nonprofit founders don’t think about themselves as being “in business” or needing a “value proposition.” But because funds and goods or services are in play, they really are running a kind of business.
But to think comprehensively about a profit/nonprofit enterprise, one has to be able to see how legal and business decisions affect each other. Neither should be done in isolation from the other. In the ELC we encourage students to “cross train” even while primarily developing one skill set. JD/MBA students are in the best position to do this. But all students can do it to different degrees. At the very least, persons specializing in one piece of the law-business consulting space should have a working understanding of the other pieces. All professionals should strive to meet their counterparts “halfway” by minimizing their own jargon and attempting to understand that of the others.
A couple of examples to get you started in pro bono consulting:
Choice of entity decisions.
Corporations, limited liability company, partnership, or nonprofit organization? Today’s Gen X and Gen Y entrepreneurs are thinking about ways to do good and do well. Basically, whatever will solve a pressing problem they are focused on. They are not wed to preconceived notions of what is “charitable” and what is “for profit.” So, professionals helping them can best do so by:
- being open minded
- taking the time to truly understand both the problem the entrepreneur is trying to solve and the solution she is proposing
- understanding how the legal structure and law behind each entity type will make it better or worse suited to advancing the entrepreneur’s solution
- working with the entrepreneur to understand their compensation needs and expectations.
Building and protecting the brand.
The enterprise’s brand is bigger than just its name and logos. It’s a whole story about the venture that positions it in the market and communicates its vision, values, and mission. Nonprofits need a brand and story just as much as do for-profit ventures. At the same time, protecting the brand can be tricky. Trademark law generally only covers the name, logos, and other specific symbols used as trademarks by a firm. Copyright can cover longer written materials. Design patents could be used for purely ornamental features of manufactured products (if any). But legal protection for the “look and feel” of a website, or other intangible aspects of the brand, is less certain. Therefore, it is paramount for lawyers to understand the breadth and value of the full brand (and brand story) and for marketing and branding consultants to understand how and where the brand can be legally protected. Working together, they can build the strongest possible brand that is also well protected, so that all the hard work will not simply be taken by someone else.