Overview

Students in the Organizations and Transactions Clinic (O&T) provide governance advice, draft contracts, plan and execute transactions, and analyze operating programs and contractual arrangements for established Northern California nonprofit organizations. Our objective is to help prepare students for corporate practice. We want them to begin developing a sense of the raw materials, interactions and disciplines of practice, of how lawyers work with and help clients, and of the expectations for professional work-product and client communication. As part of their preparation, we want students to see how corporate lawyers can serve the community as well as commercial organizations through pro bono, board service and other activities.

O&T students, working under the supervision of associate professor and clinic director Jay A. Mitchell (BA ’80), generally represent two to four clients during their quarter in the clinic, and typically interact with client CEOs, board chairs and general counsels. Students also participate in a twice-weekly seminar. Classwork centers on document analysis and transaction planning, including consideration of matters that regularly arise in public company representation as well as in the client work. The clinic is a full-time commitment; it represents a students’ entire courseload during the quarter of enrollment.

"O&T is about helping students get ready for a sophisticated corporate practice--and for meaningful pro bono and leadership roles in the community. We explore the work of boards and senior management. We talk about why contracts say what they say, how they work, how they relate to one another and how they are put together. We consider transaction execution and project management. We do lots and lots of reading, writing and editing. We emphasize practicality and crisp, clear client communication. And we see, in our client and classroom work, how a business lawyer can use his/her skills and knowledge to serve the community."

Jay A. Mitchell, Director, Organizations and Transactions Clinic, and Associate Professor of Law

Clients

We represent clients active in a variety of areas. We target organizations working in sustainable agriculture, food security and food system reform; human services; education and youth development; and environmental matters. We work primarily with operating nonprofits; we also represent private, community and corporate foundations.

We generally represent only existing organizations that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Our clients typically generate $300,000 - $5 million or more in annual revenues and are located within two hours of the Stanford campus. Organizations located in rural communities are of particular interest. We currently have clients based in eleven Northern California counties.

Services

Our students:

• advise organizations about corporate governance, programmatic and structural matters;
• draft contracts and MOUs, prepare template documents and help plan and execute transactions;
• review governance practices and prepare bylaws, board committee charters, conflict of interest and other policies, board self-assessment tools and related governance materials for nonprofit corporations, projects and coalitions; and
• draft tool and template documents (policies, forms, summaries, calendars and checklists) for everyday operating and management use.

We focus on providing practical, plain English, context-aware and efficient support to senior leaders.

We generally do not represent newly-forming organizations; for example, we do not handle incorporations or assist with preparation of applications for tax-exempt status. Employment, benefits, environmental, permitting and complex tax or intellectual property matters, as well as litigation, are out of scope for us.

Recent Projects

Clinic students in recent years:

• provided governance advice and documents to multiple organizations, including agricultural organizations in Alameda, Monterey, Sacramento, Santa Cruz, Sonoma and Yolo Counties, community services, veterans’ rights, immigrants rights, youth development, child abuse prevention and other organizations in San Francisco, community services, youth development, education, housing, food security and grantmaking organizations in San Benito County, health, economic development and legal services organizations in Santa Cruz County, community services, grantmaking, conservation, youth development, education and bicycling organizations in Alameda, Marin and Santa Clara counties, and a regional development nonprofit in Stanislaus County;
• drafted program, collaboration, grant, loan, affiliation, alliance, fiscal sponsorship, trademark license, food bank, rental subsidy, transitional housing, services, chapter, contractor, consulting, site license, asset transfer, equipment use, agency, facility use, farm lease, retail lease, office lease, sublease, joint fundraising, volunteer, customer, non-disclosure, community supported agriculture, technical services, goods purchase, co-counsel, client engagement and other contracts and MOUs for sustainable agriculture, community services, legal services, youth development, grantmaking, education and other organizations located across Northern California;
• drafted market rules and site agreements for a Marin County farmers’ market operator, helped develop operating policies for multi-grower organic farms in Alameda and Monterey Counties, created model documents for community financing of food system businesses for a Marin County project; and drafted lease, rules, application and terms documents for community garden and municipal healthy restaurant certification program toolkits for an Alameda County public health organization;
• played a key role in planning, documenting and executing a merger of seven charter schools across the Bay Area into a single entity, and advised a San Benito County organization about merger planning, a Monterey County nonprofit about subsidiary formation, a San Francisco food system reform nonprofit about corporate structure alternatives and a Santa Cruz County economic empowerment charity about its affiliation with another nonprofit;
• advised North Bay, Peninsula and San Francisco nonprofits on the transfer and fiscal sponsorship of projects focused on sustainable food, food system reform, nutritional and agricultural education for elementary school students, and food system employment opportunities for veterans;
• provided risk management advice to the coordinator of a South Bay homeless shelter and food pantry program, the operator of a community produce gleaning program. the organizer of a set of statewide agriculture events, the operator of a San Francisco homelessness prevention program, and several Bay Area food banks.

We seek out engagements that present opportunities to perform both discrete tasks and broader analytical work, provide occasions to create a variety of written work products and allow students to study and experience relevant context.

Seminar

The clinic seminar generally meets twice a week. The seminar sessions are focused on orientation to corporate practice. We look at contract, transaction management, disclosure and other documents encountered in representation of public companies and large businesses. We talk, often with guest speakers, about corporate practice and perspectives on that practice. We use readings, presentations, quizzes, group exercises and writing assignments. We also devote considerable time to student-led discussion of client projects. We employ client work as a source of real-time, real-world examples of substantive points in the curriculum, and of ethical and client relationship issues that arise in practice. Students also participate in the Mills Legal Clinic's grand rounds program, which involves periodic meetings with students from the other clinics.

News & Press

News

• Agricultural & Food Law At Stanford
  March 20, 2011 Agricultural Law
  Related: Barton H. "Buzz" Thompson, Jr., Jay A. Mitchell, Mariano-Florentino Cuéllar, Organizations and Transactions Clinic, Stanford Law & Policy Review (SLPR)
• Trading Jeans for a Stanford Sweater
  May 21, 2007 The Recorder
  Related: Jay A. Mitchell, Lawrence C. Marshall, Organizations and Transactions Clinic

Press Releases

Publications

• Jay A. Mitchell, Getting into the Field, 7 Journal of Food Law & Policy 69 (2011).

Fellows

Eva Gutierrez

Orrick Herrington & Sutcliffe LLP Clinical Teaching Fellow

egutierrez@law.stanford.edu

650-724-6344

Eva M. Gutierrez joined Stanford Law School in 2010 as the Orrick Herrington & Sutcliffe Clinical Teaching Fellow in the Organizations and Transactions Clinic. Prior to joining the law school, Gutierrez was an associate in the Corporate Transactions Department of Gibson Dunn & Crutcher LLP in San Francisco, where she represented business organizations on mergers and acquisitions, securities regulation and corporate governance matters. Previously, Gutierrez worked as an associate in the Corporate and Securities group of Covington & Burling LLP in Washington, DC, where she represented business organizations in transactional and corporate matters. She earned a JD from the University of Pennsylvania Law School in 2005 and a BA from the University of Virginia in 2000.

Clinic Contacts

Eva Gutierrez

Clinical Teaching Fellow

egutierrez@law.stanford.edu

650-724-6344

Jay A. Mitchell

Director

jmitchell@law.stanford.edu

650 724.0014