American University s Washington College of Law. Lawyering to Social Entrepreneurs Spring 2014 Thursdays 3:00 5:50pm Room 527

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1 American University s Washington College of Law Lawyering to Social Entrepreneurs Spring 2014 Thursdays 3:00 5:50pm Room 527 Course Description: This course is designed to introduce law students to the emerging field of social entrepreneurship and the law. Globally, an increasing number of mission-driven enterprises seek to utilize entrepreneurial principles to advance positive change through specific social and environmental objectives. These nonprofit and for-profit ventures are led by social entrepreneurs people who develop innovative solutions to traditional social problems. Given their triple-bottom line approach (social, environmental, financial), these social entrepreneurs often face unique legal challenges as they operate somewhere between the traditional for-profit and nonprofit entities. The goal of this course is to prepare students with the necessary skills to later effectively counsel social entrepreneurs. This includes understanding how the law can be used as a powerful tool to help social entrepreneurs achieve their objectives. Therefore, as outlined below, each class will focus on a specific legal topic and use a case study approach to discuss how relevant laws apply to hypothetical organizations, but based on actual, legal challenges faced by high-impact social entrepreneurs. This course is a 3 credit weekly seminar (Thursdays 3:00 5:50pm). Course Objectives / Skill Building: This course is designed to utilize skill-building exercises in each class so that participating students have the opportunity to: Improve written (weekly class deliverables and final research paper) and oral (class participation, field observation brief) communication skills critical to good lawyering; Apply the laws and regulations that they have learned in other core law school courses to the specific legal challenges of social entrepreneurs; Exercise a multidisciplinary approach and understand how to apply existing bodies of law in different ways that address the unique needs of social entrepreneurs; Explore and critically examine the emerging field of social entrepreneurship/enterprise law (e.g., what is meant by social enterprise within the context of social entrepreneurship? Is it a new field? Do we need it? How/Will the law adapt and change?); and Become thought leaders who help advance the space and encourage legal entrepreneurship. Grading Criteria: Final course grades will be determined as follows: Class attendance and participation 25% Weekly class deliverables 25% (one page max., typically due 24 hours before class unless otherwise noted) Field observation report 10% Final Research Paper 40% 1

2 Final Research Paper Students will research and draft a final paper on an original topic relevant to law and social entrepreneurship. Students should submit their final topic by Week 5, after consultation with and approval by course instructors. A list of possible topic ideas will be distributed in class on Week 2. The final paper will be pages in length (double spaced, 12pt, Times New Romans). Each student will present a brief summary of their research and findings during the final class. Class Approach and Outline: In class on Week 2, students, in assigned teams of 3-4, will be assigned to study a local social entrepreneur and will be given a profile of the founder, mission and organization. The students should do as much research as possible on their assigned organization without contacting them directly. During Week 12, as described below, each student team will conduct an on-site field observation / informational interview designed to learn about their assigned social entrepreneur s work, the organization s most pressing past legal challenges and the role that lawyers played in helping the organization address the legal challenges. Students will use the observation as an opportunity to listen; they will not be providing any legal advice or legal counsel. Prior to their on-site field observation, students should use each week s class readings and discussions to inform the questions they would like to ask during their visit. Each class will be structured as follows: Advance assigned required readings and resources Class discussion o Laws and Regulations Overview/Lecture (guest legal experts will be invited to participate in some class discussions) o Case Study Presentation introduction to a social entrepreneur and their organization as well as facts describing a relevant past legal challenge faced by the organization. Discussion using the facts provided in the case study, students will work to identify legal issues (issue spotting), identify what an organization was trying to accomplish, identify who were the various stakeholders and their interests, discuss the organization s stage of development and discuss how they might hypothetically advise a social entrepreneur with similar legal issues. Conclusion hear directly from social entrepreneurs about what they did, what worked/did not work and the role of lawyers in the process. In some cases, the social entrepreneurs with whom we partner during the semester will join the class for all or part of the discussion. Week 1 Introduction to Social Entrepreneurship This initial class will introduce the course objectives and syllabus; discuss the definition of social entrepreneurship and the importance of defining the term; and discuss the current legal landscape supporting the sector. Week 2 Corporate Structuring (Overview) This class will focus on an overview of all corporate forms available to social entrepreneurs, including the basics (formation, governance/control, tax, liability, capital raising) and pros/cons 2

3 for each; and a discussion about how the different structures address the different, and often conflicting interests, of various stakeholders. Types of entities covered to include: nonprofit corporation, for-profit corporation, LLC, L3C, hybrid corporation (Benefit/Flexible Purpose Corporation), and general/limited partnerships. Weeks 3 & 4 - Corporate Structuring (New Corporate Forms - B Corp certification, L3C, Benefit Corporation and Flexible Purpose Corporation/Social Purpose Corporation) These classes will focus on the new corporate forms that are emerging, including (1) B Corp certification by B Labs, (2) L3Cs, (3) Benefit Corporations and (4) other corporate variations such as the Flexible Purpose Corporation and Social Purpose Corporation; discussion will include a comparison of the forms, arguments in favor and against each and the policy/legislative process used to implement each. Week 5 Tax (501c3 Nonprofits) This class will focus specifically on two tax issues with unique relevance to nonprofit social entrepreneurs: (1) UBIT and (2) lobbying/political activity. Weeks 6, 7 & 8 Financing These classes will focus on the various financing challenges faced by social entrepreneurs and the financing options available to them (and the legal issues associated with each option), including traditional access to capital / grants, venture philanthropy, PRIs/MRIs, impact investing, crowdfunding, and social impact bonds; and a discussion of how to negotiate and document financing that ensures the entity maintains its social mission. Week 9 Governance This class will focus on the typical corporate governance questions that social entrepreneurs face (fiduciary responsibilities to various stakeholders, annual benefit reports and public disclosures). Week 10 Intellectual Property This class will focus on how social entrepreneurs need to carefully assess and consider the importance of their IP to the success of their mission to determine the appropriate level and method of protection and monetization of their assets under existing law. Week 11 Other (Contracts, Employment Law, International Operations, Mergers/JVs) This class will use a number of legal topic areas [TBD, with input from students] to highlight the general need for a multidisciplinary approach and creative application of existing laws when counseling social entrepreneurs. Week 12 Field Observations Class will not meet. Instead, student teams will visit their assigned local social entrepreneurs. Each student team will conduct an on-site field observation / informational interview designed to learn about its assigned social entrepreneur s work, the organization s most pressing past legal challenges and the role that lawyers played in helping the organization address these legal challenges. Week 13 Field Observations Briefs to Class Student teams will provide a brief (5 min / each) presentation to the class summarizing the main insights and conclusions from their field observation. Week 14 Presentation of Final Research Papers and Future Opportunities 3

4 This last class will be an opportunity for students to present a brief overview of their final research papers. And an opportunity for discussion about the state of law and social entrepreneurship internationally, the future of the law and social enterprise movement as well as an opportunity to identify opportunities for students to stay involved and use their skills and legal careers to help social entrepreneurs implement innovative models that bring about positive social change. Instructors: Chloe Holderness, Managing Director, Lex Mundi Pro Bono Foundation or ) Jonathan Ng, Global Legal Director, Ashoka or ) Mr. Ng and Ms. Holderness bring unique perspectives and contacts to this course. As former practitioners, they recognize the need to build key practical skills that allow new lawyers to understand and address the needs of their clients. And, in their current positions they see the unique legal challenges facing social entrepreneurs. Together, Mr. Ng and Ms. Holderness will leverage their networks and offer unparalleled access to guest speakers that will serve to engage students and inform the course content. Jonathan Ng Mr. Ng currently serves as the Global Legal Director and first legal counsel for Ashoka: Innovators for the Public (www.ashoka.org). He oversees Ashoka s in-house legal matters for its global headquarters located in the Washington, D.C. metro area. He also coordinates with Ashoka s 33 country offices on matters related to corporate structuring, governance and compliance. He manages Ashoka s relationships with its pro bono legal counsel, which includes Latham & Watkins LLP, Hogan Lovells LLP, Orrick, Linklaters and DLA Piper, among others. Given its 32-year history in developing the field of social entrepreneurship, Ashoka is uniquely situated to be a leader in developing the emerging area of law and social entrepreneurship. Prior to joining Ashoka, Mr. Ng practiced law at White & Case LLP in its New York office as a member of the energy, infrastructure and project finance practice group. He represented commercial lenders and sponsors on various infrastructure and renewable energy project financings. While at his firm, he also served as a UN legal representative for a permanent observer mission (AALCO) during general assembly and Sixth Committee meetings at the UN headquarters, and he advised the Kingdom of Bhutan on all aspects of the formation of its foundation in the United States. Mr. Ng also participated in a corporate secondment with the general counsel of The Legal Aid Society of New York, the oldest and largest nonprofit legal services provider in the nation. Mr. Ng first got involved with social entrepreneurship as a StartingBloc Fellow in New York. He subsequently devoted much of his pro bono work toward advising start-up social entrepreneurs. Mr. Ng received a B.A. and B.S., with distinction, from the University of Kansas, where he graduated Phi Beta Kappa. He received his J.D., cum laude, from the University of Notre Dame Law School. Chloe Holderness Ms. Holderness is the Managing Director of the Lex Mundi Pro Bono Foundation. She joined the Foundation in The Foundation s mission is to engage Lex Mundi s global network of leading independent law firms to support and empower those working to bring about high impact and sustainable social change that improves communities and lives. The Foundation achieves its mission through two 4

5 core programs. The first program utilizes Lex Mundi lawyers to provide critical pro bono legal services to the world s leading social entrepreneurs (www.lexmundiprobono.org). The second program is a unique online legal community, LawForChange, that provides a one-stop source of legal information and resources specifically designed to support, strengthen and empower the U.S. (and soon global) social sector (www.lawforchange.org). Before joining the Foundation, Ms. Holderness worked in the legal, finance and economic development fields as an attorney specializing in corporate transactions and business law at McGuireWoods LLP, a research associate with the Office of Economic Development at the Kenan Institute for Private Enterprise at UNC Chapel Hill and with the Kenan Institute s Center for Sustainable Enterprise, and as a corporate finance and M&A associate in the investment banking group at First Union Securities. Ms. Holderness received a B.A, with honors, from Davidson College, a J.D. from The University of North Carolina School of Law and an M.B.A. from UNC s Kenan-Flagler Business School. At UNC, Ms. Holderness was editor-in-chief of the North Carolina Journal of International Law and Commercial Regulation. Ms. Holderness is licensed to practice in the State of New York and the District of Columbia. 5

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