Weibling Entrepreneurship Clinic

Jamie Bright Author

10/04/2024 Added

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Brett Stohs discusses legal resources for small businesses and entrepreneurs.

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[00:00:00.000]to impersonate her virtually.
[00:00:01.440]Yeah.
[00:00:03.540]Philip
[00:00:08.040]Good morning.
[00:00:11.760]Hi, Philip.
[00:00:16.400]How about Lauren?
[00:00:19.920]Good morning, Lauren Sheridan Simonson in Amelia Clearwater.
[00:00:29.280]All right, Kristen.
[00:00:30.800]This is Kristen Simonson Olson, and I am with the North Central Development Center serving Kippahaha Brown and Rock counties.
[00:00:39.520]And that's all I see. Did I miss anyone?
[00:00:47.600]Okay, go ahead and take it away, Brett.
[00:00:53.320]Okay, sure thing. So thank you all. Jamie, thanks for for orchestrating and
[00:00:58.560]everyone thanks for being here. My name is Brett Stowes. I am a professor at the University of
[00:01:03.900]Nebraska College of Law. That said, I think my primary function is less professorial perhaps
[00:01:11.480]than we typically think of this. And I'm more of a practitioner who practices law and does so in a
[00:01:17.440]way that helps educate upcoming lawyers on best practices and ways to become an effective attorney.
[00:01:27.840]I take a fairly informal approach. And so I would say as questions arise, please feel free to either
[00:01:37.960]unmute, unmask your screen, or use Zoom's raise hand function, kind of however you're thinking
[00:01:45.500]about it. But I'd love to take questions. And frankly, I'd love to spend less time hearing myself
[00:01:51.280]talk and more time listening to what you're interested in. One of my goals today is to give you a basic
[00:01:57.120]understanding of the Weibling Entrepreneurship Clinic, which I direct at the University of
[00:02:03.300]Nebraska College of Law. I actually founded the clinic, we opened up in January 2013,
[00:02:07.920]which feels like another universe ago, especially the last couple of years behind us. So I want to
[00:02:19.760]tell you a bit more about that. And I think one thing that helps me frame the role of the clinic is
[00:02:26.400]to talk a little bit more about how business and law connect. I've been doing this for 10 years,
[00:02:30.120]and I practiced privately for six or so before that. And I think one constant challenge,
[00:02:37.580]and maybe this is something that lawyers face more than some of the other professions,
[00:02:40.920]is a constant set of either misperceptions or just lack of knowledge about how lawyers can help
[00:02:51.720]folks that are not facing a criminal charge,
[00:02:55.680]or suing or being sued. I know that when I was growing up and going through school,
[00:03:00.780]I certainly didn't think about lawyers and say, oh, yeah, sure, lawyers. Those are the people
[00:03:05.080]who help make deals. I mean, that's just not the way our society frames lawyers. It's frankly not
[00:03:11.680]the way that lawyers kind of promote themselves. And so I think there's a lot of opportunity for
[00:03:16.940]better connections between folks who are not in a litigation setting and the knowledge and experience
[00:03:24.960]lawyers can bring. And so I hope to give a little bit more framework for that because I think it's
[00:03:29.300]a constant opportunity to help folks who are starting up businesses, who are involved in
[00:03:34.680]business to add lawyers to their legal team. So I'll talk a little bit about that. I'll talk
[00:03:39.380]more about the clinic and then I'll take any questions, big picture, small details, happy to
[00:03:43.580]chat about it. I'm going to pause for one moment because we actually have a home renovation
[00:03:48.240]project starting and it's starting today of all days. And so I have a text I need to respond to
[00:03:54.240]real briefly. So hang tight. Okay. Matters addressed. So apologies if I have any more
[00:04:14.220]other such interruptions. I also have my dog here who loves at the most inopportune times to bark.
[00:04:19.000]She's really cute. And so if she decides to make herself known, I'll hold her up for y'all.
[00:04:23.520]So lawyers, we think of them as being negative. We think of them as looking for problems,
[00:04:31.600]looking for risks, glass half empty kinds of things. And I think a lot of that is fair. And
[00:04:38.940]I think a lot of that is true. We're trained as lawyers to look at the world through the lens of
[00:04:43.780]risk, how to minimize risk, how to avoid risk. And when bad things happen, how to mitigate
[00:04:49.680]those situations.
[00:04:52.800]You know, risk is the possibility of some kind of loss or injury, and there's an unknown element to
[00:04:58.960]that. And a chance that an investment that you make will lose value. There are ways business
[00:05:05.140]people are really good at minimizing risk. If you operate your business safely, you have fewer risks,
[00:05:11.580]less of a chance of creating injury, creating damage, losing money. You can make sound business
[00:05:16.940]decisions. I know from talking with many business owners over the years, this is difficult. It takes
[00:05:22.080]a lot of experience and a lot of good, maybe spidey senses sometimes on what those are.
[00:05:29.000]Ultimately, again, making good decisions will tend to lead to better outcomes.
[00:05:33.200]Obtaining insurance is a very common way to minimize risk by virtue of taking categories
[00:05:40.960]of things that may happen and, in fact, do happen with some regularity and saying,
[00:05:47.340]I'm going to pay a little bit each month or each year in case those things
[00:05:51.360]happen. This is something that insurance agents are very good at. They understand
[00:05:56.060]these pockets of risk. They are very good at also selling products. But it's an important way
[00:06:02.560]to minimize and reduce that worry of what if that big thing hits. And we think of commercial
[00:06:08.720]insurance, business insurance. Personally, we think of health insurance. We think of life
[00:06:13.340]insurance. So these are all ways that you can reduce your risk as a business owner.
[00:06:18.620]It's this fourth category.
[00:06:20.640]But planning for legal risks that I think a lot of folks, especially who are just getting
[00:06:24.960]started, don't take into account or don't really process what the value proposition might be.
[00:06:31.720]And like I mentioned earlier, lawyers are not necessarily good at sending the message about
[00:06:37.120]how we can help. There's also a cost challenge in that lawyers are expensive. And sometimes,
[00:06:42.740]just like insurance, you can be insurance poor and pay too much to minimize too many risks and
[00:06:49.920]hurt your bottom line. And certainly, the same is true for lawyers, or it can be.
[00:06:53.520]So lawyers talk a lot about liabilities. And we talk about how to help our clients minimize them.
[00:07:00.760]And as a business owner, depending upon the business you're in, there are various buckets
[00:07:06.060]of risks that you could take. So there's the basic safety hazards in a workplace environment,
[00:07:12.700]product liability, if your product could be dangerous or cause injury,
[00:07:19.200]acts of others, right? So people who work for you, acting on your behalf,
[00:07:25.000]making either bad decisions or decisions that lead to injury. Again, you can be liable for
[00:07:32.720]those things if they're under your purview. Breach of contract is another very, very common
[00:07:38.920]liability. Again, this doesn't require malice or fraudulent intent. People make mistakes.
[00:07:45.140]Things don't go the way you intend. In the last couple of years,
[00:07:49.080]I've certainly demonstrated to all of us in various ways how our best-laid plans sometimes
[00:07:54.520]don't go through correctly. If you are supplying products and are on the hook to supply products
[00:08:01.560]to a bunch of customers, and all of a sudden your supply lines dry up, how do you handle
[00:08:07.820]those conflicts? Contracts are a wonderful way to pre-work out some of those details
[00:08:15.340]and, again, manage the unknown. Manage the risk so that when
[00:08:18.960]things happen, you have already decided how certain things will work, which reduces the
[00:08:24.580]overall cost of dealing with the situation. Those are a few examples for how business
[00:08:32.440]might face risks. One of the most common things, and I know you're all familiar with this notion,
[00:08:37.380]people form business entities when they start businesses. It really boils down to risk mitigation.
[00:08:48.840]There are some misunderstandings out there. We have clients come in and say, well, I can't start
[00:08:51.580]my business until I have my LLC. I can't do any of this product development or exploration of the
[00:09:00.900]marketplace until I have my entity. I always tell them, no, no, no, no, no, no, that's not right.
[00:09:06.420]Entities are unnecessary. They are very beneficial, and I'd encourage you to have one,
[00:09:11.040]but you can start a business right out of the gate as a sole proprietor.
[00:09:14.700]You and somebody else can start out right away as a general partnership.
[00:09:18.720]There is no requirement to have a business entity to do business, so go hang the shingle.
[00:09:23.860]Go do the thing and determine whether the risk of your endeavor justifies forming an entity.
[00:09:30.400]So for low-risk endeavors, the true lemonade stand where you're selling lemonade without any risky ingredients
[00:09:36.900]that might spoil or cause people to get sick, yeah, your risks are pretty low.
[00:09:40.820]High-risk endeavors, construction projects, food.
[00:09:48.600]There's risk of spoilage.
[00:09:50.280]Products like medical devices.
[00:09:52.680]A lot of services where people are relying on that outcome.
[00:09:58.060]There's a lot of things that are higher risk.
[00:10:00.940]And so that's where the liability protection is really, really important.
[00:10:05.000]You're familiar that there are numbers of different business entities out there.
[00:10:08.300]Sole proprietorships and partnerships are default entities in that you don't need to file anything to create them.
[00:10:16.120]You just start doing business either alone or with a partner.
[00:10:18.480]With a colleague.
[00:10:19.200]But it's really, you can envision a line between partnership and LLC.
[00:10:22.700]It's below that line where you have a concept called limited liability.
[00:10:27.520]And what that means is that you as the owner or a person who has invested money and time into a business, that you are, all you have at risk is what you have invested.
[00:10:40.240]If you put in $10,000 and you make decisions that don't work, your business ends up having to close.
[00:10:48.360]With just $1,000 left in the bank, that's the way it goes.
[00:10:52.600]You know, if your business has outstanding debts and you don't have enough funds to pay those debts as a business, that's the way it goes.
[00:11:01.220]The creditors will not be able to recover and they will not be able to come to you personally as an owner to satisfy those obligations.
[00:11:08.680]Okay, that's what we call the liability shield, is that the owners of a business do not have any outstanding liabilities besides what
[00:11:18.240]they have invested.
[00:11:19.040]Now, if you invest $100,000, you could lose all $100,000.
[00:11:22.660]Limited liability does not mean that you can't be sued for business debts.
[00:11:28.140]You, the business.
[00:11:30.140]What it does mean is that you, the owner, have a shield to say, no, it's not appropriate for you to sue me.
[00:11:35.340]I didn't enter into that contract.
[00:11:37.840]My business did, and my business failed, and I followed the rules.
[00:11:41.320]I did things I could.
[00:11:42.140]I'm sorry I have no money, but we had to close up shop.
[00:11:48.120]Policies, corporations, even nonprofit corporations, these structures exist in no small part to
[00:11:54.460]create that opportunity for you as a business owner to feel safe and secure in your own
[00:11:59.680]personal assets.
[00:12:00.400]If, however, you are a sole proprietor or a partner in a partnership, and those business
[00:12:06.740]deals don't go well, you as an individual don't have that shield.
[00:12:11.920]So that's where these lawyers get worried, because retirement accounts, bank accounts
[00:12:18.000]homes, cars, things of this sort are very much available for folks, for creditors of
[00:12:25.340]your business.
[00:12:25.820]And so that's where we steer a lot of people towards those three at the bottom.
[00:12:28.980]There's a lot going on in terms of which one to choose.
[00:12:32.420]And we in the clinic help business owners really think through the decisions.
[00:12:38.640]There's a couple of tranches to this.
[00:12:40.520]First is, which entity do you form, and then depending upon how you prefer to
[00:12:47.880]be taxed, depending upon how much formality you want in your management
[00:12:53.180]structure and how you're going to fund your business, different entities may
[00:12:57.100]make different choices, may be more appropriate.
[00:12:59.260]The second level of how lawyers can help is to really get into the weeds about
[00:13:04.360]forming your entity.
[00:13:05.480]So I'm sure that, and I can't see anybody right now, but I'm sure that if I
[00:13:09.200]ask you all, have you heard of LegalZoom, I'd see a lot of hands go up.
[00:13:11.900]So there's this general notion that, yeah, I can form an LLC, I just have to
[00:13:17.760]use LegalZoom, or even Google it, or fill out forms on the Secretary of State's
[00:13:22.340]homepage and file them, and that's all true.
[00:13:25.600]It's absolutely true.
[00:13:26.680]A second step that gets missed sometimes is that the way you choose to form your
[00:13:31.780]entity, how you follow the legal rules, and then how you craft that shield and
[00:13:38.140]the structure of your business is nothing you're going to get from LegalZoom or
[00:13:43.360]an automated form or a regulator like the Secretary of State.
[00:13:47.640]There's a lot of flexibility within the rules about how you structure your
[00:13:52.540]business, are you going to be equal partners, are you going to be 80/20?
[00:13:57.460]Can you sell your shares to another party?
[00:14:02.160]Who has management control?
[00:14:04.200]What does that mean?
[00:14:05.060]What decisions require what vote or who can do what?
[00:14:09.180]These are really complicated decisions.
[00:14:10.920]It's less complicated if it's just you as a single owner and operator.
[00:14:15.460]But once you go into hiring people,
[00:14:17.520]having different people have agency,
[00:14:19.820]different people having roles and responsibilities,
[00:14:22.640]and then also having different people own your business.
[00:14:24.980]This gets really complicated really fast.
[00:14:27.120]One of my favorite sets of projects in a clinic are when we work with teams,
[00:14:32.220]two, three, four, even we had a client with seven or eight owners years ago.
[00:14:36.840]Helping those folks work through these challenges.
[00:14:39.940]There is seldom a precise required answer.
[00:14:44.020]It's usually just a bunch of choices lawyers can help,
[00:14:47.400]business owners make these choices.
[00:14:50.240]And then the second step is to document them so that the agreement is clear.
[00:14:55.560]And that years down the road, months down the road when everybody has forgotten
[00:14:59.820]what was discussed, we have a clear record of it.
[00:15:02.880]And so that's a kind of a key component as well.
[00:15:06.060]So that's, I would say 80, 80,
[00:15:11.360]90% of our clientele face the challenges we just described.
[00:15:17.280]I think I have some risk.
[00:15:18.960]I think I'd like to form an entity,
[00:15:21.120]which one should I form?
[00:15:22.140]And then can you help us form it?
[00:15:23.360]And the answer for us is yes, we do this all the time.
[00:15:26.100]It's a wonderful standard kind of thing
[00:15:29.360]for us to work on here in the clinic.
[00:15:32.280]So, but that's not it, right?
[00:15:35.520]So we talked about the entity side of things.
[00:15:38.460]Again, this is designed to help protect your assets,
[00:15:40.700]also to formalize your business structure.
[00:15:42.380]There's a slew of other components
[00:15:44.520]to making sure that that shield actually works for you.
[00:15:47.160]Paying your taxes, getting other licenses,
[00:15:49.520]and otherwise treating your business separately
[00:15:51.840]as a separate corporate person, if you will, from yourself
[00:15:55.080]is important.
[00:15:55.920]Then there's a second basket that we
[00:15:57.420]do a lot of work on, which is protecting
[00:15:59.460]your intangible assets.
[00:16:01.320]So this device here that keeps buzzing with all these messages
[00:16:04.440]that I'm not reading right now, this is mine.
[00:16:07.100]How do I know it's mine?
[00:16:08.140]Well, I have it.
[00:16:08.880]It's right here.
[00:16:10.620]Jamie does not have my phone, and she
[00:16:12.160]could claim this is her phone.
[00:16:13.620]And I'd be like, well, no, I own it.
[00:16:15.440]I have it.
[00:16:17.040]I'm worried about-- I'm securing it because it's right here.
[00:16:20.100]Intellectual property, different, very different.
[00:16:24.200]These are intangibles.
[00:16:25.120]These are things that I can't touch or taste or smell
[00:16:29.020]or put in a box, at least generally.
[00:16:30.960]They're ideas that have an existence that
[00:16:34.800]is a little more incorporeal.
[00:16:37.860]So this is where we talk about patents, the idea,
[00:16:40.500]the invention, the truly new innovative thing,
[00:16:42.900]and how do you use the law to give you, as the inventor,
[00:16:46.920]exclusive rights in that for a period of time.
[00:16:50.220]It's expensive, very complicated,
[00:16:53.400]but can be very lucrative, of course.
[00:16:57.540]Patents on these iPhones are one of the reasons
[00:16:59.860]that Apple has so much money.
[00:17:02.820]The trademarks, again, what is a trademark?
[00:17:05.880]Trademark is the brand.
[00:17:07.480]So I've got a wonderful trademarked logo
[00:17:09.780]on my coffee mug here.
[00:17:11.440]You see this, you all know what we're talking about.
[00:17:13.520]We're talking about the good old University of Nebraska.
[00:17:15.780]We're not talking about--
[00:17:16.800]knowledge, and it's for knowledge.
[00:17:19.200]We're not talking about Nevada.
[00:17:22.200]And that's because the university has brand value.
[00:17:25.380]And they've got a little R down here,
[00:17:28.520]which says it's restricted, which
[00:17:30.000]means they filed a federal trademark registration.
[00:17:34.620]This is how do you protect your brand,
[00:17:36.420]how do you build value in that, and then prevent others
[00:17:39.840]from trying to take advantage of that value,
[00:17:43.140]confuse customers, and otherwise.
[00:17:45.680]So we do a lot of trademarking.
[00:17:46.680]We do a lot of trademark registrations with USPTO.
[00:17:49.260]In fact, the clinic is a preferred provider.
[00:17:53.100]I guess there's a clinical component, clinical partnerships,
[00:17:56.820]I should say, with the USPTO, where our clients actually
[00:17:59.220]get expedited service on their trademark filings
[00:18:02.220]as compared to just members of the public.
[00:18:03.940]So that's just something to be aware of.
[00:18:05.640]We also work with copyrights.
[00:18:06.960]This is the music, the books, the blog posts.
[00:18:10.120]These slides are copyrighted.
[00:18:12.480]When you affix information in a tangible medium,
[00:18:15.360]you as an owner have rights.
[00:18:16.560]And you can register to get extra rights.
[00:18:20.160]And finally, trade secrets.
[00:18:21.400]This is the Coca-Cola recipe, the--
[00:18:25.400]so is it Seven Herbs and Spices or whatever
[00:18:27.720]that Colonel Sanders' chicken has, whatever.
[00:18:32.220]These secrets that are valuable because nobody else knows them.
[00:18:36.420]And there's a whole canon of ways
[00:18:37.720]to protect your trade secrets there.
[00:18:40.300]It's, again, a little bit like inventions, like patents,
[00:18:43.500]except patents you make your invention public, trade secrets
[00:18:46.440]you keep it all secret.
[00:18:47.600]So we do a lot of work in that space.
[00:18:49.100]And then the last bucket I think that's the most common
[00:18:52.260]is contracts.
[00:18:53.580]This is kind of minimizing the risk of dealing with others.
[00:18:59.440]We've all had agreements, formal or informal,
[00:19:02.680]with people where problems arise.
[00:19:07.620]I said it was Monday.
[00:19:08.740]No, no, no, you said you'd come Tuesday, right?
[00:19:11.100]A bad memory or a mistaken understanding.
[00:19:14.940]Conversation where two people--
[00:19:16.320]hear the same words differently and there's confusion.
[00:19:22.020]These are sources of conflict.
[00:19:23.680]And whether they result in lawsuits--
[00:19:26.560]most of the time they don't--
[00:19:28.260]they certainly cause disruption and can
[00:19:30.440]cause problems going forward.
[00:19:33.060]And so contracts, written or oral--
[00:19:37.140]an oral contract is valid and binding.
[00:19:40.140]Contracts, it's a way to protect you
[00:19:42.420]so that you, as a contracting party, can rely on the other
[00:19:46.200]contracting parties to perform, and you
[00:19:48.600]can rely on the legal system to help
[00:19:50.760]make you whole in the event that things don't go according
[00:19:54.420]to plan.
[00:19:54.980]And so we do so much contract work.
[00:19:58.260]We draft contracts.
[00:19:59.280]We review contracts.
[00:20:00.840]We work with clients on online terms, which
[00:20:06.300]is kind of a form of contract.
[00:20:07.980]I know we all agree to many of these terms
[00:20:09.900]when we engage in e-commerce or we download apps on our phone.
[00:20:14.200]All the things that say, I accept,
[00:20:16.080]or using this website, you are deemed to accept.
[00:20:20.280]These are legal binding obligations.
[00:20:21.960]And we help our customers, our clients,
[00:20:24.720]come up with these for their websites
[00:20:26.940]or their e-commerce platforms.
[00:20:29.800]Other things like leases, hiring workers, raising money,
[00:20:33.180]these are all typically more complicated
[00:20:36.480]than just a simple handing over of an X for Y.
[00:20:40.740]And there's some sort of future actions
[00:20:43.400]that need to be governed by these
[00:20:45.960]contracts.
[00:20:46.680]So we'll also frequently help clients with form contracts.
[00:20:50.140]So think of the independent contractor consultants maybe.
[00:20:55.800]So let's say that your primary service
[00:20:57.480]is to provide services for a set flat fee or hourly fee
[00:21:03.900]to do a project with a deliverable.
[00:21:06.980]We commonly prepare a form contract
[00:21:09.520]that the clients can then use over and over again
[00:21:12.060]for their routine customers rather than having to go back
[00:21:15.840]to their lawyers each time.
[00:21:18.120]So I mean, this takes me to the clinic.
[00:21:19.980]And again, I'm running out of material here shortly
[00:21:23.200]because I want to talk to you all
[00:21:25.060]and find out what questions you have.
[00:21:26.940]We exist for really two main functions.
[00:21:31.240]The first that is probably most relevant to all of you
[00:21:33.440]is we want to provide free legal services to folks
[00:21:36.220]who are starting up or who have recently started up
[00:21:38.280]businesses in Nebraska.
[00:21:40.500]Legal services are expensive.
[00:21:42.680]It can be difficult to find the right attorney, find an attorney
[00:21:45.720]that you trust, who understands you and your business goals,
[00:21:51.040]that has a cost structure that matches what you can
[00:21:54.880]and are willing to pay for those services.
[00:21:58.560]And many of you are from communities
[00:22:00.840]and parts of Nebraska where we have substantial lack
[00:22:06.480]of legal counsel.
[00:22:07.840]There's not enough lawyers in a lot of counties.
[00:22:10.720]And in fact, many counties, there are no lawyers.
[00:22:14.040]And the lawyers there are.
[00:22:15.600]This type of work is not their bread and butter.
[00:22:18.080]They tend to work on litigation-oriented matters.
[00:22:21.720]And maybe they'll do some of this on the side.
[00:22:23.960]So it can be difficult to find good counsel
[00:22:27.680]at the right price point.
[00:22:29.000]And so one reason we exist is to fill that gap.
[00:22:31.720]We are free.
[00:22:32.320]So the price point is no issue,
[00:22:34.920]and clients appreciate that from us.
[00:22:37.400]We don't pay for filing fees.
[00:22:39.520]You know, if you form an LLC, you file a trademark,
[00:22:42.320]apply for a license, you pay for those.
[00:22:44.000]But most of the time,
[00:22:45.480]the most expensive part of these things is the legal help,
[00:22:48.960]the cost, the billable hour, so to speak.
[00:22:51.440]So we are free, and clients appreciate that.
[00:22:54.000]The second stakeholder here that is really critical, though,
[00:22:59.560]is the students who are currently law students
[00:23:01.920]at the University of Nebraska College of Law.
[00:23:04.200]So legal education is three years.
[00:23:07.080]Unlike other professions like, say, medical school,
[00:23:10.160]there is no mandatory clinical component.
[00:23:13.200]There is no residency program.
[00:23:15.360]There's no follow-up fellowships required.
[00:23:18.000]You simply take three years of classroom courses.
[00:23:21.680]There might be some professional experience component,
[00:23:24.880]but pretty small.
[00:23:26.800]And you take an exam, and then you get the keys
[00:23:29.120]to the profession.
[00:23:31.480]That can create some problems for folks.
[00:23:35.240]And many of you, again, maybe you've worked with lawyers
[00:23:37.760]or you know folks who have.
[00:23:40.120]It's one thing to say this is what the book says
[00:23:42.840]or what the research tells me, and it's quite a nut job.
[00:23:45.240]But it's another to counsel another human or a set
[00:23:48.760]of humans about the law, about its implications,
[00:23:52.680]and to brainstorm choices in an environment that sometimes
[00:23:56.000]can be pretty challenging.
[00:23:58.280]And it's those soft skills, it's that experience and wisdom
[00:24:02.920]that can really only come from engaging with people,
[00:24:06.160]with real businesses, not just simulated ones.
[00:24:08.640]That's where the clinic-- that's why we're here.
[00:24:10.600]That's why we provide this for free.
[00:24:12.460]Because ultimately, even though our clients
[00:24:15.120]aren't paying for our services, they
[00:24:16.720]are paying us in time and commitment to our students.
[00:24:23.440]Our students who are in their last year,
[00:24:25.060]their third year of law school, most of them
[00:24:27.600]have never worked directly with clients.
[00:24:30.060]memos for other attorneys who work with clients, and they've read about clients, but they've never
[00:24:35.060]made the phone calls directly to clients, had the meetings with them, drafted the emails,
[00:24:41.440]drafted the contracts, and then counseled the clients on how to use them. This is all new to
[00:24:46.840]them. Now, my job is to make sure that the work they provide to our clients is second to none,
[00:24:56.420]spot on. I am an attorney. I have obligations as an attorney to all of the clients we bring on,
[00:25:02.900]and everybody we bring on is working directly, is basically working with me.
[00:25:07.100]But the time is spent by the students who are doing the direct legwork, and I am supervising
[00:25:12.340]that work. I can, just from 10 years of doing it, the educational opportunity that our clients
[00:25:17.600]provide to our students is amazing. And I am always on the hunt for people who would
[00:25:26.260]make it a little bit easier to work with them. And I'm always on the hunt for people who would
[00:25:26.400]make it a little bit easier to work with them. And I am always on the hunt for people who would
[00:25:26.400]make it a little bit easier to work with them. And I am always on the hunt for people who would
[00:25:26.400]make good clients for the clinic. I will tell you that the people who do not make good clients for
[00:25:31.820]the clinic are those who have not, what's the word, who are not necessarily committed yet to
[00:25:40.240]their business idea. The true idea person said, you know, maybe one day in a few years, I'll start
[00:25:47.440]this thing. Cool. I hope that they do that. I'm happy to chat with folks like that. They tend to
[00:25:52.920]make bad clients for us. And the reason, there's a couple of reasons.
[00:25:56.380]One is that most of the work we do in the clinic requires a specific situation to deal with. It's
[00:26:02.400]very difficult to draft a form contract for a client who hasn't had any customers, who doesn't
[00:26:08.940]know what their services are going to be. Give my students as much time as they need to make sure
[00:26:15.620]this is a good learning opportunity. They tend to be, again, not always, but they tend to be a
[00:26:19.500]little bit more passive, a little less quick on the draw in terms of responding to emails and
[00:26:23.720]getting on phone calls. I have the students for one
[00:26:26.360]semester, about 15 or so weeks, about four months. And that time goes very fast when you
[00:26:31.620]have a client or two or three who are not responsive to emails. And so I am always
[00:26:36.520]looking for folks who are engaged, who have timely legal needs, and then we set up engagements to
[00:26:42.620]work with those clients to tackle those early stage legal needs. And then we wrap up the
[00:26:49.000]engagement and then they go off to hopefully succeed. So that's kind of the core of what we do.
[00:26:56.340]So contact information is here. We have a website that we certainly encourage you all to take a
[00:27:01.180]look at. What I would say, because you are all in the channels of where new business owners might
[00:27:09.420]go, we are always interested in referrals from people who have already, you know, in your own
[00:27:18.860]spheres of influence, who have already had these initial discussions and kind of say, you know,
[00:27:22.400]I think that you're in a situation where you could really use some legal help in the
[00:27:26.320]near future. Why don't you call our friends in the clinic? Those kinds of referrals really
[00:27:30.400]help me feel more confident because when we bring on somebody as a client, I don't, I truly don't
[00:27:36.400]know these people. I don't do pre-screening interviews. My legal assistant, Kelsey, does
[00:27:40.480]some of that work. But ultimately we are all predicting the future about a little bit. So,
[00:27:46.000]so we do really appreciate referrals and we do take that into account. So when you encourage,
[00:27:50.960]if you encourage folks to apply, we have a client intake form on our website. There is a spot for
[00:27:56.300]how they heard about us. And so they should, I hope, refer to you when they do that.
[00:28:00.800]And so the, the information is on that client intake form, and I'm happy to take questions
[00:28:06.000]about that. So long and short of it is that we, we probably serve about 20 or so clients per
[00:28:12.620]semester. I have eight students at any given time that work in teams. So each team probably has
[00:28:17.760]four to five clients. And most of the work we do fits within a single semester. And then we bring
[00:28:26.280]that over to our clients. And so that doesn't always work that way. Sometimes matters are more
[00:28:27.960]complicated and we'll carry over that work across multiple semesters, which does require our
[00:28:34.600]clients to work with new students and kind of do a transition during the process. So it's a lot of
[00:28:40.440]fun. It's a wonderful educational experience for me every single time, because every student is
[00:28:45.760]different and they're going to make, they're going to make a unique attorney, each one of them. And
[00:28:51.380]I'm quite excited to be part of their journey, just like it's been fun to be a part of the journey of
[00:28:56.260]several hundred Nebraska small business owners and entrepreneurs over the years. So, so with that,
[00:29:01.840]I'll wrap, I will, I'll go and stop my share. I can pull it back up if, if folks have anything
[00:29:07.300]they want to go back to that for, but what questions do you have? How can I help?
[00:29:10.940]Fred, I'm sorry if you covered this already, because I missed a lot of it, but
[00:29:21.360]what's the most frequent question you get at the clinic?
[00:29:26.240]Good question. Good question, Jamie. The most common question we get,
[00:29:30.640]it probably relates to forming an LLC. Hey, guys, can you help me form my LLC? Or,
[00:29:37.780]hey, I formed an LLC. Did I do it right? If they're asking, yay, it's good they're asking.
[00:29:43.060]They almost always did it wrong because they hired LegalZoom or they borrowed a form from
[00:29:47.340]Uncle Joe or something like that. So those are the most common. I would say contracts are a
[00:29:56.220]signed or they anticipate wanting to have at some point in the near future.
[00:29:59.840]Other questions?
[00:30:07.060]Bring it on. I brought my A-game. I have, I got Nebraska quality coffee here. I'm ready.
[00:30:15.860]I have a question. So you touched a little bit on patents and we were assisting somebody
[00:30:26.200]I think it was last week. And he was needing help with provisional patent.
[00:30:32.500]Is that something you guys help with? Great question. Yeah. So the answer is no,
[00:30:36.840]we do not. We do have many clients for whom this is a, this is a need. And basically for those who
[00:30:44.560]aren't familiar, the, so the patent process, the, you, in order to obtain a patent, you have to have
[00:30:51.620]what's called a non-provisional patent, which is a, a real patent.
[00:30:56.180]Which is, which is expensive. It's a couple thousand bucks, I think, to file it. It's very,
[00:31:02.060]very laborious to prepare. You basically have to distill what is the inventive thing.
[00:31:09.260]It's usually not the whole thing. It's a piece of the thing. And how is it different from all
[00:31:13.420]the other invented things in the world? So that's how you, where you have to get to.
[00:31:17.920]What a lot of inventors will do is they will file first a provisional patent,
[00:31:22.000]which is what you're talking about, Brandy, which is much shorter, much less,
[00:31:26.160]expensive. And it basically gives the inventor one year to file that non-provisional full patent
[00:31:33.500]application. Kind of like saying, I'm going to put my, my flag in the ground right here
[00:31:37.460]publicly. So, you know, so the, the real thing is coming, but for now I get protection for that
[00:31:43.500]thing that's going to eventually come. So it's a, it's a good idea for many inventors to do this.
[00:31:49.800]Um, and it's, and, and we have had many situations where we've referred clients out,
[00:31:56.140]um, to do this. There's two places we usually refer them. We, we offer that to give them
[00:32:00.440]referrals to private attorneys. Um, fortunately I've had the benefit of working with a number
[00:32:05.140]of them in Nebraska over the years. And we've had a couple of students over the years who have
[00:32:08.600]trained themselves to become patent attorneys. And so they're great referrals. I'm a big fan of that.
[00:32:14.320]Um, the second place we refer folks to is our, our law library in Lincoln has, um, some resources
[00:32:21.720]that are unique in Nebraska. There's the, we're the only place you can get it, um, where the patent
[00:32:26.120]and trademark resource center for the state of Nebraska, which is basically a direct line
[00:32:31.180]to the U S patent and trademark office. And so we have some specialized search tools,
[00:32:35.560]uh, so that inventors can do their own, uh, what's called a prior art search. Um,
[00:32:41.420]and our library staff have taken some trainings on how to help, uh, inventors through these
[00:32:45.860]processes. Is it as effective as hiring a lawyer? No, no, it's not. But just like forming an LLC,
[00:32:51.100]which we also help people do on a DIY basis. There, there are things that, that,
[00:32:56.100]that you can do. And it's a, it's a choice for the inventor, whether to, you know, take some risk
[00:33:00.680]by, by paying some money to have an attorney do that, or to try and do it themselves and instead
[00:33:05.400]shouldering the risk that maybe that they missed something. So, so those are the two main places
[00:33:10.320]we will point people to. Perfect. Thank you. Yeah, you're welcome.
[00:33:14.080]Do you have organizations that you work with that are kind of feeders,
[00:33:20.800]like maybe the Nebraska Business Development Center or, uh, REAP Rural
[00:33:26.080]Entrepreneurial Assistance? Yeah, absolutely. You bet. Yes. So, so, uh, I would say, uh,
[00:33:31.640]our relationships are very much informal. We don't have any formalized relationships, but
[00:33:36.140]yeah, the Nebraska Business Development Center, um, uh, in the past we have worked closely with
[00:33:41.640]REAP, uh, and the Center for Rural Affairs, um, um, not as much in recent years. I think it's
[00:33:46.260]just a matter of personnel changes and just not, not reconnecting. Um, um, uh, I'm thinking of
[00:33:52.980]the SEC Entrepreneurship Center in Lincoln. Um,
[00:33:56.060]and then we also have some, uh, some organizations as part of the university,
[00:33:59.940]certainly Extension, um, um, as well as the, a couple of programs in Lincoln. The College of
[00:34:04.500]Business here has a really, a really big entrepreneurship program. We have worked
[00:34:08.940]with the UNK, uh, UNK, uh, Entrepreneurship Program over the years, um, uh, Sean and Lisa,
[00:34:15.140]uh, at various times, um, as well as the Angler Program here in Lincoln, um, have been, I, I will
[00:34:21.460]say we've, um, we've had ups and downs in terms of the number of college students,
[00:34:26.040]uh, who apply, uh, for help. Um, and I've over time become, I would say,
[00:34:31.380]modestly hesitant to fill my, my batch of clients with college students because they
[00:34:38.200]have their own particular challenges. I mentioned being responsive, uh, to emails, for example.
[00:34:42.500]Um, but, um, but it is, it is, uh, ones that come from Angler or from UNK or from the,
[00:34:48.360]the College of Business in Lincoln, they tend to have kind of crossed a few thresholds,
[00:34:52.340]uh, that, that makes clear that they're serious. And so they have been, been some really great
[00:34:56.020]clients from there too. So I am always interested in identifying additional feeders, um, folks who
[00:35:01.980]are again in the channels where they get these requests that lead to good, to good clients.
[00:35:06.880]And frankly, that's one of the reasons I was excited to talk to you all today.
[00:35:09.720]Great. Thank you.
[00:35:11.580]You're all going to need to keep feeding me questions. Otherwise,
[00:35:23.920]Jamie's going to start asking strangers.
[00:35:26.000]Uh, for their, uh, for their legal needs at the county fair.
[00:35:29.260]Any other questions?
[00:35:41.300]So this is recorded and you're going to send it out.
[00:35:46.320]Yes, Karen. I'm going to send it to Jenny probably because, well,
[00:35:51.440]I'll look at her recording folder and see if I can upload it or if she has to upload it.
[00:35:55.980]Because I think my colleagues across the state in different chambers would want to know this
[00:36:01.120]because this is the first I've heard of it. So I think it's a great opportunity.
[00:36:06.120]It's a definite problem getting the message out. I am not a marketing guru. I'm not an
[00:36:12.620]advertising guru. I used to have a Facebook page and I hated posting and I'm just bad at it. It's
[00:36:17.900]really hard to commit the time and do it effectively. So word of mouth is definitely
[00:36:22.880]central. And so I really appreciate your efforts.
[00:36:25.960]Get the word out.
[00:36:26.820]Great. Thank you.
[00:36:27.980]I have another question. So Brett, you talked about how you guys serve about 20 clients a
[00:36:37.880]semester. Is that what you said?
[00:36:38.880]Yeah, give or take. Yeah.
[00:36:39.540]Is there usually like a waiting list? What is your...
[00:36:46.040]Good, good question, Brandy. Yes. So the answer is yes. But we do have a waiting list. We always
[00:36:50.920]have. We've always had more requests than we have time. And one thing I guess I, I,
[00:36:55.940]I didn't emphasize earlier that I should is that, you know, because of the educational nature of
[00:37:00.240]our program and the students haven't, not having done many of these things before, it takes the
[00:37:05.120]students a while. You know, you would, if you, if you go, if somebody were to go hire me to help
[00:37:10.700]them form an LLC, I could, depending on the day, I'd say, okay, well, by the end of the day, I'll
[00:37:14.420]have all your documents ready and we'll go forward. When the students have this request, I always tell
[00:37:19.240]them, you know, don't promise anything faster than a month because they're in the clinic part-time.
[00:37:25.920]They've never done it before. They have four-ish clients. They run everything through me. It's not
[00:37:31.740]like they can just unilaterally run the show. And I turn into a bottleneck like anybody. So things
[00:37:37.480]take longer for us. And so as a result, it is harder to serve, you know, say the hundred or so people
[00:37:43.980]who come in the door during a year because we just don't have the manpower or the time. But to your
[00:37:49.140]question about the waiting list, so we are not a first-in, first-out waiting list, okay? So the reason
[00:37:55.900]I emphasize that is because so much I found in terms of a client being a good educational fit
[00:38:02.480]has to do with timing. And so we do have a running list of folks who have expressed interest for
[00:38:08.900]services, but admittedly, sometimes folks stay on there for a while, and it's a bit of a judgment
[00:38:14.780]on our part whether they make a good client, whether the timing is right. Sometimes we kind
[00:38:18.820]of let them wait because we can kind of tell, not sure if this is going to be a real thing,
[00:38:22.300]and we've had clients we check in with every so often,
[00:38:25.880]and they're like, oh, now I'm doing this, and oh, oh, now I'm not doing that anymore,
[00:38:28.780]now I'm doing this, and kind of affirming that it wasn't a timely fit for us. But
[00:38:33.600]we tend to bring in new clients at the beginning of each semester. So right now,
[00:38:38.220]my paralegal assistant, Kelsey, is going through and checking in with all of our folks on our
[00:38:42.960]waitlist and getting updates, and she and I are going to have a conversation early next week to
[00:38:46.920]decide who to bring in as our new clients for the fall semester. So if somebody applied today,
[00:38:55.860]and it's a timely client that fits the boxes, if I can fit them in now, I will try to do that,
[00:39:02.680]because I don't want my students to miss out on the opportunity, and I don't want the client to
[00:39:06.160]miss out on the services. But again, there's a lot of professional judgment exercised here,
[00:39:13.360]and like I said, knowing more about people before they come in the door, getting those referrals
[00:39:19.140]from folks like you is helpful, because then we just have more to go on than the kind of cold
[00:39:25.840]take form from somebody we don't know. So yes, we have a waiting list. It sometimes is 60 or 70
[00:39:32.020]long. Do we work to try to get folks in who have timely needs? Yes. Kelsey also does a really
[00:39:40.160]effective job of trying to help identify ways that clients can do some of these things in advance of
[00:39:47.080]working with us. So the LLC thing I mentioned, if it's a single owner LLC, we are
[00:39:55.820]willing to give folks the tools to do that themselves with a kind of a structured set
[00:40:00.660]of documents and instructions in advance of working with us. And then when we get them in
[00:40:06.940]the door, we can audit it, make sure they did it right, and then address the other needs that they
[00:40:10.920]might have. So we have, you know, some opportunities. And if it's the true situation
[00:40:15.960]where they're like, I need help now, and we say we can't give you help now, then we always offer
[00:40:20.600]the referral option, which again, I know for some of our clients, it's hard. The funds are
[00:40:25.800]not there to spend a lot on legal services up front. So that was long-winded. How did I capture
[00:40:31.700]that, Brandy? Perfect. Thank you. Thank you. I have a question in regards to youth entrepreneurs.
[00:40:41.300]Great. I have a client who is not of legal age, but the parents are also involved, and they are
[00:40:48.800]wanting to start a business that essentially would be youth-owned, but because they are not of age,
[00:40:56.260]they cannot initiate any contracts or anything along those lines. Is that something that you
[00:41:01.200]could potentially help with? Yes, it is, definitely. I love that question. We actually
[00:41:05.480]are working with a client team now. This is the first time we've seen it, I think, where we've had
[00:41:10.440]one of the two owners is a minor. And so, yes, that is definitely something that happens,
[00:41:18.520]and we are happy to work through those issues. I love the wrinkle about what the minor can and
[00:41:25.760]do, and that's a good legal challenge for the students to work through. So that's definitely
[00:41:29.520]a possibility, yeah. Great. I actually have one more question. Can you also help with
[00:41:36.280]businesses that are working with immigration? Workforce issues tend to be a common problem
[00:41:45.060]in our area, and we have a lot of businesses that have utilized visas. I know our office
[00:41:51.340]gets a lot of those questions, and I am not experienced enough to be able to answer those.
[00:41:55.740]Yeah. Okay. Well, so I would say, I mean, we're not experts in immigration either.
[00:42:04.260]I do have an in-house colleague, a faculty member who runs an immigration clinic at the law school.
[00:42:10.360]His clinic is not focused on workforce visa issues, but rather folks who have come over
[00:42:16.900]and had these long cases of asylum or other sorts of issues that are not related to the
[00:42:23.820]workforce reasons.
[00:42:25.720]Why folks come over?
[00:42:26.380]The most common thing we've dealt with in our clinic have been students who are here
[00:42:31.220]from a foreign country who are here on an educational visa and like, hey, can I start
[00:42:35.640]a business or can I?
[00:42:36.420]And so we've explored that a little bit further.
[00:42:38.480]The answer is generally no.
[00:42:39.580]But we've worked through those issues too.
[00:42:42.400]So I would give a soft maybe on that.
[00:42:47.120]I'm definitely not an expert in this.
[00:42:49.560]It is complicated.
[00:42:50.440]It's really hard.
[00:42:51.620]And I feel like, frankly, it's unnecessarily hard.
[00:42:55.700]So it's not something I'm excited to dabble in without really committing the time.
[00:43:00.780]But if I have a student with some experience and some knowledge about it, I might have
[00:43:05.320]more willingness to go down that road more carefully.
[00:43:07.040]I always consult with Kevin, my colleague, on these issues when we see them.
[00:43:11.200]But if you were to cold call us and say, hey, we have this immigration issue, do you know
[00:43:16.040]the answer?
[00:43:16.460]I'm certain the answer will be no.
[00:43:18.680]That answers my question.
[00:43:22.160]Cool.
[00:43:25.680]I have one more question, and then I'll be done asking questions.
[00:43:29.220]Go for it.
[00:43:29.520]Thank you.
[00:43:29.980]I have a question in regards to businesses that are wanting to essentially train a student
[00:43:37.960]and offering, we offer incentives, I guess, for specific types of businesses.
[00:43:44.260]However, those don't typically transfer over to more of a trade issue.
[00:43:49.540]I'm going to use one of my businesses, I guess, that just called.
[00:43:54.320]He is.
[00:43:55.660]He was wanting to sponsor one of his employees, pay their college, and they would come back.
[00:43:59.040]Could you help economic developers across the state, I've talked to a lot of us, develop
[00:44:05.140]a template of some sort of a contract for that type of work?
[00:44:08.940]That's interesting.
[00:44:10.220]It seems like the kind of thing where an employer would really want to have some teeth to that
[00:44:18.200]because, of course, the student is at such an early stage.
[00:44:21.980]And when they go to college, whatever they do, they're isolated.
[00:44:25.740]They'll be open to doing other things.
[00:44:27.060]And the employer is going to want some sense of getting a return on their investment.
[00:44:33.000]Of course, we are not in a society where you can lock somebody in to a future.
[00:44:38.040]So it's less about requiring them to come back and more about having provisions so that they can be remedied if the person doesn't return.
[00:44:46.800]So I've never seen such an agreement.
[00:44:51.000]But that does seem like an interesting type of a thing that would lend.
[00:44:55.620]Itself well to some sort of a.
[00:44:57.060]template or or just a set of guidelines on how.
[00:45:01.060]Developers might help businesses who want to do this, think about it so yeah I would certainly be open to.
[00:45:11.400]kind of work that we would do and more of a maybe a Community kind of.
[00:45:17.300]Community endeavor that the me and some of the students could maybe dig into a little bit so maybe that's something we can.
[00:45:25.600]connect about offline that sounds great Thank you yeah you're welcome.
[00:45:29.600]I should say to this isn't a question but i'll just i'll raise it there's a there's a another component to what we do in the clinic.
[00:45:37.160]And inside I know i've I feel like i've i've met a few of you at some of these we we have students that do presentations in the Community, in fact, we had a couple of students do a presentation at.
[00:45:49.000]Oh.
[00:45:51.000]What was the presentation was at Columbus with the entrepreneur.
[00:45:55.580]There was an entrepreneurial summit of some kind, I think, last spring in April, maybe.
[00:45:59.780]Where so so so students as a part of their educational program in the clinic, they're required to go out in the Community and do a presentation on legal one or more legal issues to a segment of the public.
[00:46:12.300]And so, so if and when you guys have opportunities where you have groups of people coming together that you think would benefit from some educational insights on a topic or on, you know, small business formation.
[00:46:25.560]Or issues generally that fits really, really nicely again for me the biggest thing is knowledge ahead of time so we can plan.
[00:46:32.820]And I'm also happy to help in that regard too but don't be surprised if you ask me to help I will first try to figure out a way to get my students to do it because it is a good educational opportunity.
[00:46:44.120]Thank you, Brett. Mylon I know you got on late but did you have any questions for Brett.
[00:46:55.540]No, I had another meet I'm sorry I had to do that one first today but I'm happy to be able to join for a while.
[00:47:05.600]Thank you.
[00:47:07.600]Thanks for being here.
[00:47:08.780]Any other questions for Brett.
[00:47:13.380]All right. Well, thank you so much for your time today, Brett. We really appreciate it, and we will.
[00:47:25.520]We'll either send this out or it'll be on the recording list online that Jenny has. Does anyone have announcements for the state or your organization.
[00:47:35.580]Thank you all. I'll go ahead and hop off. Enjoy the rest of your day.
[00:47:39.520]Thanks, Brett.
[00:47:40.440]If you want to see balloons, come on up. WNCC will have a night glow tonight, starting at six and then Saturday, there'll be one at five rocks.
[00:47:55.500]They have a mass ascension Friday morning, starting at 530 AM at Mitchell Airport Center, and also Saturday morning. So if you want to come see balloons, we'd love to see you.
[00:48:10.120]Thanks, Karen. I'm going to try to make it up to the one on Saturday. I always enjoy going to those.
[00:48:25.480]And I don't have anything else. If anyone has suggestions for next month's Rural Rendezvous,
[00:48:38.820]let me know. I think Jenny had one other suggestion. She's not sure if she can make
[00:48:43.920]it to next month's meeting either, but we will try to get something lined up.
[00:48:47.980]Thank you all, and have a good day. Thanks, Jamie. You too. Thanks.
[00:48:55.460]Thank you.
[00:48:55.620]Thank you.
[00:48:55.860]Thank you so much.
[00:48:56.860]- Thank you. - Thank you.

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Weibling Entrepreneurship Clinic

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