so hi everyone my name is Emily Underwood I'm the director of The Innovation Clinic uh for those of you who don't know a little bit about the Innovation Clinic uh we represent startups and Venture Capital firms on a wide variety of transactional and Regulatory work so we're more on the transactional side of the clinical house um where do our clients come from our startup clients come from a really wide variety of places a lot of them come from over at booth and come to us either through the new
Venture challenge or one of the other tracks of the new Venture challenge or through office hours that I have there a couple times a month or just from kind of word of mouth of students there a lot of our clients are also faculty here on campus in different divisions so it might be a couple of professors in the biological sciences division who made a new discovery and now they're going to found a startup to spin that Discovery out of the University of Chicago or any number of different divisions
sometimes it's professors who are starting a business that actually has nothing to do with their area of scholarship and then we get a lot of people coming to us Word of Mouth Nationwide so we do have clients who are out in Silicon Valley we have a good number of clients in Austin and then our other kind of focus outside Chicago is in New York um our other clients Venture Capital firms they're usually the ones that are coming to us with the regulatory questions sometimes we're answering the que
stions for the Venture Capital firms to give them a sense of what the regulatory climate in a certain area is like so that they can figure out if they want to make an investment in that space or more frequently if they're pairing us with some of their portfolio companies that have really thorny regulatory issues of the type that we do and hopefully we can help them and the Venture Capital firm together uh figure out how to handle and think about those regulatory issues both in terms of investmen
t risk but also in terms of operations and how they're going to proceed from there so like many other clinics Innovation Clinic has a couple of different components one type being that client work that you're going to do for this type of client and then the other type the other part of Clinic being the weekly seminar which I'll talk about in a second so what kind of work are you going to do if you are a student in The Innovation clinic on the transactional side I'll tell you what I tell our pote
ntial clients which is um pretty much anything transactional that a startup would need we would do so you're doing things like entity formation helping them figure out what kind of entity to form and helping all the founders negotiate amongst themselves what their relationships are going to be to one another as it relates to this entity and then what their relationships to The Entity are going to be both in terms of management and governance but also the kinds of equity they're going to get and
what terms that Equity is going to be subject to fundraising so they'll go out and get some safes or convertible notes that's like seed precede funding um all the way up to like even a series a financing we would help them out with all of that IP licenses as long as the University of Chicago isn't to party because that would be a conflict of interest since we are the University of Chicago but if they are going to be licensing their product or their intellectual property out to somebody else or i
f they need to license some piece of intellectual property inbound so that they can actually run their business that relies on that intellectual property we help them with that uh commercial agreements so pretty much any kind of customer supplier vendor agreement anything that relates to the business of operating the company uh we will help them with and this can be little things like you know help me put together a form of independent contractor agreement that I'm going to use with my service p
roviders we had a client that does kind of a similar business model to Uber but in a completely different space so documenting the relationship between that client and their equivalent of an Uber driver um is would be something like relatively smaller that we would do all the way up to helping one of our startup clients in the quantum space uh negotiate an agreement with a Fortune 50 company to be their first customer which was a lot more complicated uh and involved because it was sort of a cust
omer agreement but had features of a joint venture that we kind of had to so very wide variety on that Spectrum employee independent contractor agreements so bringing on those first employees helping the founders figure out what it means to be self-employed if that applies to them uh and then beyond that sort of you know what I'll call day-to-day commercial stuff for the client and their seed stage financing needs we have in the past helped them do M A as well so last year uh one of our clients
got an offer for a strategic choir to actually buy them in an effort to vertically integrate for a certain product in a certain space and so we helped them with that m a transaction we represented them as sellers Council uh together with other Council who could help us out on the things where we needed support like on tax and things like that um and then we'll also help those clients even if we are not their primary M A Council on diligence Readiness so a lot of times we're the ones that have re
presented them on a lot of the things that they will now need to describe and disclose in their purchase agreements disclosure schedules things like that and so we will help them not only prepare to be diligent by someone else but will also help their m a law firm in doing things like putting together schedules and figuring out disclosures and things like that uh recently we've kind of also expanded the scope of this into other areas so this year for example uh we went beyond our usual startup a
nd venture capitalist focus and helped a couple of uh formerly startup clients uh figure out how they could start up and get funding for a new incubator Venture Studio that they were founding um so we're kind of slowly but surely expanding our tendrils into all sides of this space on the transactional side uh the regulatory part of what we do is probably the most interesting thing that we do the transactional stuff is kind of mission critical to anybody who wants to be any kind of startup or Ven
ture Venture Capital lawyer uh but the regulatory work is if you are that kind of lawyer really what's going to Future proof you against you know this kind of Specter of AI taking over legal practice um AI will never be able to do this so what we do with our regulatory work is we help companies that have unique challenges that only that company Faces by virtue of their new business model being caught up in some regulatory scheme that may or may not have been originally intended to Encompass a pr
oduct like that um so a few examples of that Dutch was a pet Telehealth company so instead of going to the vet you can get on Telehealth with Dutch and they can hopefully prescribe things to you and your pet um over over the phone uh the issue is that there's a patchwork of state laws talking about whether it is or isn't allowed for vets to prescribe without seeing an animal in person and that's further Complicated by a very ambiguous uh regulatory statement by the Ft FDA about whether that is o
r isn't allowed and on top of that if it is or isn't allowed does their version of whether that is allowed preempt state law so not clear the federal or state level whether this is allowed consistently and whether it's the federal or state standard that applies in any particular State um so we help this client figure out how to think about that and hopefully guide them to a result that allows for it so that this becomes a huge business um Schoolhouse is a pod schooling platform that got really p
opular during covid so you can sign up either alone or with a group of five or six families and they will provide back end support and if the teacher wants it curriculum support to either have that group of five or six students meet in person with that teacher or to do it online if they so choose and the Rob there is that every state has different definitions for what constitutes a private school versus a charter school what it means for that school and for the students in it to be accredited ve
rsus unaccredited and the kinds of risks that compose to Schoolhouse if they are running an unaccredited school that's not necessarily not allowed it just might have negative impacts on the students who are actually participating um so there we helped them figure out how to get registered in each state and what states would be best for them to go at first for a product rollout strategy uh diptera is a company that sterilizes mosquitoes and then releases them out into the wild so due to climate c
hange um the United States will actually be in a band of the world that has malaria carrying mosquitoes uh sometimes it depends on what scientists you ask 10 to 50 years and so going to be very Salient to us to control the mosquito population for reasons that have nothing to do with the fact that we just hate mosquitoes and they're horrible uh and annoying and so when you sterilize these male mosquitoes and you release them out into the population of male mosquitoes outnumber female mosquitoes 1
01 and so if none of the males can reproduce you don't get another generation of mosquitoes and this drastically decreases your population uh and that would be great if we could just go ahead and release them into the world however it is not clear based on federal law whether these sterilized mosquitoes would be a pesticide and thus regulated by the EPA or a medical device that is regulated by the FDA or an agricultural pest that is regulated by the USDA and then depending on which of those regu
lates this product it's further unclear what that means at the state level because each state has different analogs to each of these agencies that's sort of but not always defer to the federal agency's uh determination of whether this product is under their purview or not so again helping them figure out which one applies which one will be best for them if we could convince them that they were our regulator uh but which one is most likely their regulator based on relevant readings uh in the inte
rest of time I'll skip over the other one it's kind of a you know in furtherance of the same you get the gist of what we do right so if someone called and said can you help me figure out how to comply with the consumer California privacy regulation or gdpr or data privacy or HIPAA something like that I would say no because there's already a lawyer out there that knows that really well you can just go pay that lawyer to give you the right answer we're really focused on finding regulatory answers
that no one has thought of because they only really apply to this company uh we also do some general issues like you see I have the California privacy Rights Act here that's mostly just for our internal knowledge of how that might affect other things that we're doing so we'll look into that to get up to speed on it but we won't provide like client advice with respect to it um versus Corporate transparency Act is something that actually influences our in our operations in a way that we do provide
information about it to our clients so it's kind of the client work side of things that we use seminar to flesh out and fill out the kinds of things that I think it's important for anyone who wants to go into Venture Capital to know but which might not come up organically in the context of your client work or which are necessary to build skills that you need to do the client work that I don't want you to go into client work cold not having um so for example client interview I want to know that
you know how to approach a client interview to solicit information that we need in order to do the work that we need to do before you actually get in front of the client um series a term sheets might not come up every day in your client work but I want to make sure you understand them and all the terms that are in them so that you don't get caught off guard you're not confused the first time you actually see them in practice so we'll do some lectures and then we'll do some simulations so for exa
mple the last three weeks we just spent doing an m a simulation actually four weeks where I separated the class into buyer and seller Council and they had to negotiate a purchase agreement between the two of them and then prepare schedules and do a closing checklist and things like that so again utilizing this to bolster your skills as well as to to cover topics that don't come up as frequently in client work as anything else and then finally we do case rounds during seminars so this is an oppor
tunity for you students to teach the other students about things that you did on a project um so because not everyone will work on the same kind of project checks throughout the year so let you're basically you know giving your Reflections on what went well and what didn't what you learned what would be tips for somebody else if they were doing that kind of project or sometimes you'll present some work products that you're working on and the rest of the class will be given the option to sort of
critique give their feedback things like that um so that's what we're typically doing during case rounds and then I have guest speakers every now and again uh depending on student interest so my goals for you throughout the Innovation Clinic a lot of people take the Innovation Clinic because they're not sure if they want to be a transactional lawyer period let alone a venture capital lawyer and so they think this is a good opportunity to get some reps with that and I'm always completely open to
that other students take it because they know they want to be a venture capital startup lawyer and they want to get some experience in that space before they go off to their Law Firm so those are both really good reasons to take this Clinic my goal is that you leave the clinic being a pretty solid Junior transactional lawyer with some knowledge in Venture Capital to the extent that applies to you and most of the feedback I typically get from students who graduated from the clinic and the lawyers
with whom they work is that usually students who did The Innovation Clinic when they go off to a transactional practice are operating at like a second or third year level as opposed to a first year level by the time they get to their law firms um so that's my goal for all of you also to develop soft skills right so that speaks like to a lot of hard skills but knowing how to deal with a client knowing how to work in a team knowing how to message things to a client and a regulator and appropriate
way those are all things that I get hope that you get from this and then oftentimes our clients are looking to hire some of you for after graduation so we usually have a pretty good pipeline of people that end up being fellows of some of our Venture Capital firms sometimes like three or four years down the road our startups come back to those students after they have big law experience and ask them to be general counsel so it's a good networking opportunity as well and then just quickly to roun
d out I require at least two consecutive quarters of a commitment so if you enroll in the fall you have to stay in for fall and winter you can rotate out in the spring just because otherwise people are rotating out too frequently it's too hard to get people on and off of what are already kind of short tail matters to begin with um working with entrepreneurs is a really good experience for students because the entrepreneurs need a lot of hand holding and a lot of excuse me explaining about the th
ings that are in the documents so the best test of whether you've understood something is if you can explain it to someone else you probably wouldn't have to explain a lot of these things to uh like private Equity Firm like you could must you know muscle your way through it by just saying do you want X and getting a yes or no response startup clients want to understand more why uh we worked very closely with Booth with the polsky center and with the George Schultz Innovation fund so if you're lo
oking to some exposure to that sort of ecosystem across the Midway but you didn't uh end up doing like Dr off or jdmba this was a really good opportunity for you even if you are in one of those programs that can help you deepen those connections uh and then I've kind of let students pick whatever kind of project they want to work on based on what people have requested and since our projects are very uh short fused because clients need them right now um you get a lot of opportunity to work on a l
ot of different projects if you want to throughout your time in the clinic um so I think that's it for me
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