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Small Business Clinic

USC Gould School of Law

Gain invaluable skills, training and experience by counseling startup companies, entrepreneurs and nonprofits in basic yet crucial corporate legal matters through our Small Business Clinic (SBC). These experiences, along with direct professor supervision, help students bridge the gap between law school and transactional legal practice.

The clinic handles more than 100 transactional legal matters each year, and students also assist with the structure and organization of issues and other challenges facing young businesses.

Why Choose Small Business?

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Small business is the backbone of the American economy, creating two out of every three new jobs nationwide. Students in the clinic work with a range of clients, from mom-and-pop retailers to website designers to childcare centers, and on a variety of issues - from handling transactional legal matters to implementing legal protections to providing guidance on regulatory compliance. The lessons learned will apply to future dealings across the business sector, including more complex business transactions.

Since the clinic's inception, participating students have helped Los Angeles-area entrepreneurs form more than 600 entities, from partnerships to corporations. We have assisted more than 2,500 business owners, approximately half of whom are women or minorities. On average, clients receive legal services ranging in value between $12,000 and $25,000. Most could not otherwise afford the caliber of legal services provided by the clinic.

Types of Clients

A sampling of recent clients includes a local brewery, an online music business, an olive oil company, a business providing music lessons, a trucking company, an iPhone application, a fitness company, a local Chamber of Commerce, several video games, a juice business, tutoring businesses, a mobile nail salon and a nonprofit providing unused medical supplies to those in need in other countries.

Selection Process

First-year JD students are invited to apply in the spring for the summer and following academic year. Additional JD students apply during the first semester of their second year and commence work in the second semester of that year, once they have completed a course in Business Organizations. Because of the hands-on nature of the Small Business Clinic, enrollment is typically limited to eight to 10 students per year. Selection is interview-based.

Academic Credit

The clinic is offered as a course within the JD curriculum and, if selected, you will receive academic credit. Students enroll in the clinical course for one year. The program begins with an intensive introductory study of the legal issues that arise in the formation and organization of corporations and limited liability companies.

Learning Outcomes

Crucial skills developed through firsthand experience aiding clients include:

  • guiding entrepreneurs in selecting among legal entities
  • drafting bylaws, LLC operating agreements, founders' agreements and shareholder agreements
  • drafting contracts, including service agreements, independent contractor agreements and terms of use
  • evaluating business legal issues
  • forming nonprofit organizations
  • creating business entities
  • interviewing clients
  • providing guidance on consumer, licensing and regulatory compliance
  • negotiating
  • financing a business

Clinical Director

Michael Chasalow created the Small Business Clinic and has directed it since its inception in 2007. He brings more than 30 years of experience, ranging from complex corporate transactions as an attorney at Latham and Watkins - where he specialized in mergers and acquisitions and the issuance of sophisticated debt securities - to his years working with venture capital and private equity investments both as an attorney and an investor. Prof. Chasalow also spent many years working directly with start-up companies, guiding entrepreneurs through the development and financing of early-stage businesses. He earned his JD from the University of California, Berkeley, and an MBA from UCLA.



Student & Alumni Testimonials

"The Small Business Clinic provided great drafting training and practice, as it required students to think through corporate structure and related issues from a very practical, client-focused perspective. The experience of forming entities and drafting LLC agreements with the clinic gave me a meaningful head start over others who had just a theoretical understanding of the issues."
Ted Dillman, JD '08, Associate, Latham & Watkins


"Working one-on-one with clients was an invaluable part of the clinic experience. Being tasked with the responsibility of 'taking charge' of a client can be a bit daunting at first, but we knew we had Professor Chasalow right there to help us, if needed."
Tony Thai, JD '14, Associate, Venable LLP

"[At SBC, I was] put outside of my initial comfort zone, [took] stabs at unfamiliar tasks, confronted unexpected changes and commanded a growing foundation of business law on my feet. Subsequently, I've been able to draw from the basis of knowledge and experience that you've given me and succeed when dealing with new challenges."
Olivia Su, JD '14, Tax Associate, Ernst and Young

Client Testimonials

"If not for the help that they gave, the process would have been longer and much more confusing. They helped us save time and money and made it so there was always someone to answer questions."
David Radcliff, who with his business partner established NimbleTrek LLC with help from the Small Business Clinic

Small Business Clinic in the News

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