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Pepperdine | Caruso School of Law

Geoffrey H. Palmer Clinic for Entrepreneurship & the Law

The Entrepreneurship Law Clinic at Pepperdine University Caruso School of Law is an initiative designed to train law students to serve entrepreneurs of startups (primarily in the technology sector) with formation, capitalization, corporate governance, user agreements, angel investor financings and venture capital transactions. This initiative will provide Pepperdine law students with valuable and practical experience in the entrepreneurial and startup sector. The Clinic will provide guidance and expertise to entrepreneurs in preparation for a startup's formation and initial capital investment as well as in negotiating the legal and business terms of the investment.

The Clinic fills a need in the startup ecosystem for companies navigating the space between formation, user acquisition, seed and angel investor financing, and the first round of venture capital financing. In such cases, cash for legal services is scarce, yet some of the most important decisions and biggest mistakes are made in these early stages. The Clinic will focus on helping founders avoid common mistakes in formation and early stage financings. Many of these mistakes become extremely costly as the startup grows making subsequent financings more difficult and expensive. In the early stages of a startup, the Clinic will specialize in representing the startups with formation, capitalization, user agreements, corporate governance and angel investor financings. As the startup matures, the Clinic and its law students can advise founders in venture capital transactions in collaboration with the startup's primary legal counsel.

One of the most potentially rewarding aspects of the Clinic for the law students will be to experience the ups and downs of the life of a startup (from formation to acquisition) and to serve as a trusted advisor and supporter through the entire process.

The Clinic will initially provide all legal services for free until the startup reaches a significant financing round. Once the startup reaches a significant financing round, the Clinic and the startups will mutually agree upon any deferred fees, if applicable, and the involvement of the Clinic and the law students moving forward.

The Clinic will be staffed by specially trained second and third year students at the Caruso School of Law under Professor Sam Wu's supervision. Professor Wu started his practice in the Corporate and Securities Law Group of Wilson Sonsini Goodrich and Rosati in Palo Alto. In 2010, Professor Wu co-founded Innovation Capital Law Group as the lead partner of the Corporate and Securities Practice Group in Irvine and is also the author of TechStartupLawyer.com.

The Clinic will also have an on-call network of experienced local practitioners for referrals of specialized matters such as patent prosecution, tax and regulatory practice. Additionally, at the right time, the Clinic can introduce the startups to law firms that establish a trusted relationship with the Clinic.
The vision for the Clinic is to become a community of emerging growth startups, law students, sources of capital and legal and business advisors. The startups will be vetted by Clinic staff and advisors to ensure that the startup will be a good fit for the Clinic. Once in the Clinic, the startups will be advised by trained and qualified law students to structure the companies in preparation for growth and capital infusion. As the Clinic grows, our hope is that the Clinic will be a hub for sources of capital to consider new investment opportunities and also to connect our startups with experienced legal and business advisors.

The Startup Law Clinic is currently recruiting and vetting clients. If you are interested in becoming a client of the Clinic please contact Professor Wu at sam.wu@pepperdine.edu or 310.506.4991.