Entrepreneurship Law Center Launches Startups, Students’ Careers

Among the first programs nationwide to provide hands-on training for students who want to become transactional lawyers—or to start companies—the Donald Pritzker Entrepreneurship Law Center has represented hundreds of founders and startup companies, who also participate in workshops and other educational opportunities. In addition to serving clients, student participants can avail themselves of a variety of courses, two speakers’ series, and a transactional law competition.

“Our mission has been educating students with the practical skills to be successful transactional lawyers, think like entrepreneurs, and be better problem-solvers,” says Esther Barron, director and a clinical professor of law. “The mission of student education and improving the student experience is the same as when we started. We just have a much more robust program with more opportunities for students.”

Founded as the Small Business Opportunity Center when a group of students who wanted to gain transactional law experience outside of the classroom approached the school’s leadership with the idea, the Center was renamed in 2015 after receiving an endowment gift from M.K. and J.B. Pritzker.

The faculty and students involved at the outset “were really groundbreaking in launching this,” says Darren Green, a professor of entrepreneurship, venture capital, and practice, part of a three-person faculty team that also includes assistant director Steve Reed, a clinical professor of law. “Now, there are dozens and dozens of them across the country.”

Reed agrees that the DPELC has had a significant impact on transactional clinical education around the country. “Over the years we have mentored countless clinicians starting similar programs at other law schools,” he says. “We literally wrote the casebook used at many other schools to teach students about transactional lawyering and the joys and challenges of representing entrepreneurs.”

Green says the Center tends to attract students who want to do corporate transactional work, and they generally first become involved through classes such as Venture Capital, which covers early-stage financing; the Real Deal, which simulates early-stage investments; and Entrepreneurship Law, like the clinic but with hypothetical clients.

One of the speakers’ series, called DPELC-MSL and co-hosted with the master of science in law program, brings in entrepreneurs, venture capitalists, lawyers who represent one or the other, or thought leaders, Barron says. The other speakers’ series, Future of Innovation Law and Sustainability, brings in professionals at that intersection who are disrupting markets, and it includes an annual symposium with participants from outside of Chicago. 

Client Work

The Center’s clients range from Chicago-area firms to student businesses that develop out of Northwestern University’s entrepreneurship ecosystem, including startups, growth-stage and small businesses, and social enterprises. Projects cover entity selection and creation, founders’ agreements, contract drafting and review, trademark and brand protections, and independent contractor and internship agreements. Each team is composed of one faculty member and two or three students.

The experience is designed to provide opportunities for students to build the skills they will need in their first job, including the ability to network. “It’s not a true legal skill, per se, but it’s imperative if you’re going to do legal work in the startup, entrepreneurship space,” Green says. “Another way we’ve been growing over the years is helping students to develop their confidence in speaking in front of partners at a law firm.”

One recent engagement involved a software-as-a-service licensing business that was getting ready to bring in its first customers and needed a customer agreement prepared for when its pitches succeeded, Green says. The team interviewed the client to find out how the leaders wanted the agreement drawn up, then drafted and presented it.

“It’s a neat thing: The students are getting to see this isn’t an academic endeavor,” he says. “We heard from the client: ‘I’ve signed my first customer. We now have a revenue-generating business. We could not have done it without your work.’ … The client was excited. You can imagine how the students felt.”

“That’s so great for the students,” Barron adds. “When we accept a new client that one of our students met and recommended, the ownership they feel in that process is really important.”

Third-year student Gianna Flammini, who will begin as a corporate associate at Kirkland & Ellis in Chicago upon graduation, has worked with three clients over two semesters in the Center: a technology company, an event planning business, and a nonprofit group focused on the empowerment of women. “They all do very different things,” she says. “They serve various customer bases.”

In some cases, clients are starting from square one, and Flammini has filed documents with the Illinois Secretary of State to get them established as a legal entity. Other work has included drafting template contracts companies can use for customers, vendors or suppliers, she says. For the nonprofit group, Flammini has prepared a filing with the IRS to obtain tax-exempt status and done the same with state attorneys general so the group can solicit donations.

“We meet the client where they’re at and help them,” she says. “It’s been a very meaningful experience, especially with clients I’ve had for multiple semesters and have been able to work with over a longer period, and see their business grow and change over the last year. And now we’re doing more complex work for them.”

The legal aspects of business creation can be an afterthought for entrepreneurs, who understandably get very focused on investors, products, and customers, Flammini reflects. “They want to figure out the business stuff and then maybe, down the road, talk to a lawyer,” she says. “It’s cool to see the tangible benefit we provide for startups when they get legal assistance at an early-stage. And our clients always express a lot of gratitude to us.”

Sophie Morrison, JD ’25, an associate in mergers and acquisitions at Katten Muchin Rosenman LLP in Chicago who became involved in the Center during her third year, handled trademark filings, corporate governance issues like bylaws, and contractual work such as master services agreements.

Northwestern Pritzker School of Law has a relatively unusual relationship with the U.S. Patent and Trademark Office, Morrison says—one that enables students to submit filings that are fast-tracked so they can experience the entire cycle of what can be a yearlong process. “Over the course of my year there, I saw a couple get approved, and that was really fun to tell clients.”

On the corporate governance side, Morrison recalls reviewing original bylaws to see if they were up to standards and, if not, drafting the necessary amendments. “Sometimes, businesses just pull bylaws off the internet and go with it, but it doesn’t really reflect what they’re doing in practice,” she says. The master services agreements are written to protect clients’ contractual interests, she adds, and they receive guidance on when to seek further counsel if their business partners want to make alterations after the Center’s representation ends.

Beyond legal representation, Morrison helped run a community event the DPELC hosted for a not-for-profit organization, Next Level Exchange, during her second semester, when she worked full-time in the clinic. “Actual entrepreneurs in the community that weren’t our clients came in and learned from the clinic on a one-off basis,” she says, and she gained event planning experience.

Northwestern Partnerships

Some client representations come from across campus via Northwestern’s Innovation + New Ventures (INVO), which includes The Garage at Northwestern, an entrepreneurial hub on the Evanston community, and the Querrey InQbation Lab, which incubates research-driven startups.

The Donald Pritzker Entrepreneurship Law Center holds office hours at the Garage, not to dispense legal advice, per se, but to answer high-level questions and provide workshops about “all the things a startup needs to do,” Green says. “Students sit in on workshops, learn from them and eventually get an opportunity to run them.”

For the most part, students will have big corporations as clients, not startups, but these “soft skills are also important for client development,” Barron says. “They get a chance to develop client relationships through being at the Garage, meeting student entrepreneurs, and conducting workshops.”

DPELC faculty and Law School students also provide legal workshops to student entrepreneurs participating in the Jumpstart accelerator program (part of the Garage), as well as VentureCat, an annual university-wide student startup competition that’s supported by the Center, the Garage, the Kellogg School of Management, and the Farley Center for Entrepreneurship and Innovation at the McCormick School of Engineering.

These collaborations across the university add to law students’ experiences, Barron says. “It’s a holistically strong system, and the Law School has an important place in that ecosystem,” she says. “They see all the different pieces. The Law School has a nice seat at the table.”

The Student Experience

Flammini, who always wanted to have a business-focused practice, became interested in working at the Center after taking Entrepreneurship Law as a 2L and seeing the potential real-world applications; she has been a teaching assistant for the class this year. 

In addition to client work, Flammini says the Center has provided excellent experience working in legal teams, usually with one professor and two students, which she expects will be similar to how law firm life will operate. “The professor is kind of like a partner, and then the two students are associates,” she says. “Being able to learn from them and build relationships with all of them has been a really great experience.”

Working in the Center has affirmed her interest in business law and helped her gain a more tangible sense of what daily life will be like. “Obviously, it’s on a different scale when you’re working with a startup versus a big corporation,” she says. “But contract drafting and preparing entity documents—big corporations, small corporations, everybody needs work like that.”

While newly minted attorneys enter Kirkland & Ellis as general corporate associates and sample all four subgroups in that area over their first year or two, Flammini did most of her work as a summer associate last year in mergers and acquisitions and investment funds. The firm also handles capital markets and debt finance work. 

Morrison first heard about the Center during an admitted students day, and once she had taken Entrepreneurship Law—a prerequisite to participate—she became involved as soon as possible, due to her interest in transactional law. “The entrepreneurship clinic was my only real opportunity to get transactional experience, so I jumped on it,” she says.

The Center provided the “super-valuable” opportunity to ask critical questions of faculty whose primary role was to be a mentor, Morrison says. “They weren’t necessarily in a hurry,” she says. “It’s not billable time that I’m taking by asking these questions, which I think gave me a lot of depth of understanding.”

As someone who went straight from college to law school, Morrison says she also gained a general sense of what it was like to be an employee. “Clients treated me like I was an employee of the clinic. Esther, Steve, and Darren all treated me like I was a fourth member of the team. They treat you with the utmost respect, and they expect you to keep things organized and act like a lawyer, which was great for me.”

The clinic experience closely mirrors what Morrison now does on the pro bono side of her practice. “I’m super-comfortable leading those client meetings,” she says. “I came in confident, knowing what to look for, knowing what questions to ask, knowing what an appropriate timeline was for getting a project done.” The Center experience applies somewhat to her corporate practice, Morrison adds. “Obviously, things are on a different-sized scale at a large M&A practice, but foundationally, for sure, the conceptual understanding is helpful to have.”

Overall, Morrison looks back on the Center as her favorite part of law school. “I recommended it to every student I talked to, every mentee I had at the Law School,” she says. “I was like, ‘You’ve got to get in the clinic!’ I was definitely their biggest fan.”