Need a lawyer for your small business? These Penn clinics offer legal help for free | Expert opinion

One of the biggest mistakes small business owners make is waiting too long to get legal advice. The problem is that many start-ups and entrepreneurs simply can’t afford it.

Two clinics at the University of Pennsylvania can help business owners overcome that challenge — and may be one of Philadelphia’s best-kept business resources.

One clinic offers help with general business issues, while the other is focused on intellectual property (IP) matters. Both offer their services at no charge for Philadelphia-area entrepreneurs and businesses. Services are delivered by Penn Carey Law students working under the supervision of experienced attorneys and professors and may not be the same level of service you would expect from a full-service law firm.

Admission to either program is competitive, with each clinic seeking businesses that create positive social and economic impact in Philadelphia communities. Applications are generally reviewed in August and December for the following fall and spring terms.

The Penn Carey Law Entrepreneurship Legal Clinic helps small-business owners by reviewing and creating formation documents, customer contracts, and governance documents, as well as vendor, operating, and employment agreements.

This clinic focuses on underresourced entrepreneurs who are “close to achieving something significant” but lack the legal support needed to move forward, said clinic director Praveen Kosuri.

His team gets involved with many early-stage businesses to help them decide on the right business structure and determine what kind of structure — partnership, corporation, etc. — is right for the long term.

“Choosing the right entity structure, ownership arrangement, and governance framework early can prevent significant problems later involving taxes, control, financing, and succession planning,” he said. “We spend a lot of time helping entrepreneurs think through that to build the architecture that will let them grow the way that they want to grow.”

As a company grows it will likely need employees. And with this comes a new set of legal challenges. Many business owners aren’t prepared for the responsibilities of being employers, Kosuri noted.

“Most entrepreneurs understand how to be workers but not how to manage employees, comply with employment laws, and build appropriate workplace policies,” he said. “We talk a lot about the responsibilities of being an owner and an employer.”

The clinic’s lawyers work with business owners from start-up through growth with all the general legal issues that support expansion.

But many business owners have more technical concerns around their intellectual property.

The lawyers at the Law Entrepreneurship Legal Clinic can handle some low-level IP concerns, but it’s best to consider Penn Carey Law’s Detkin Intellectual Property and Technology Legal Clinic.

This clinic helps small-business clients protect and monetize trademarks, copyrights, patents, licensing, and technology agreements. Lawyers at this clinic can perform most services related to IP, which includes preparing licensing, nondisclosure, and consulting agreements, as well as filing patent applications and drafting or reviewing specific software or artificial intelligence technology contracts and creating governance policies.

“Business owners should ensure their name, logo, and branding can be legally protected and are not infringing on someone else’s rights,” said Cynthia Dahl, the director of the clinic.

“Unfortunately, many businesses inadvertently expose themselves to risk by using copyrighted content, adopting a conflicting brand name, or failing to secure ownership rights from contractors and employees,” Dahl noted. “We help founders identify and protect these assets before they become vulnerable.”

Dahl says her clients are often “incredibly underresourced, but on a precipice to do something really great — and if they only could afford the legal help, they could get over that hump.”

Dahl’s clinic helps create and implement an IP strategy, which includes knowing when not to pursue legal protection. Dahl’s attorneys provide that advice too.

“Many entrepreneurs assume they need patents but don’t understand the cost, complexity, or business value,” Dahl said. “Our clinic helps them determine whether patent protection is worthwhile.”

Both Kosuri and Dahl have a long list of success stories with entrepreneurs in the area.

For example, Kosuri’s clinic helped a nonprofit purchase a long-vacant grocery store in West Philadelphia and convert it into a food incubator.

“Over a five-year period of time we helped them negotiate to acquire the property, get zoning approvals, draft architecture contracts, create kitchen and customer rental agreements, and with other general business and governance matters,” he said.

Kosuri has also worked with companies on the other end of the life cycle with succession planning, ownership transitions, and best strategies for selling their businesses.

Dahl’s clinic has helped small businesses ranging from an educational curriculum company to a nonprofit that specialized in jazz recordings.

“For that client we helped document the rightful owners of more than 15 years of archived recordings, resolved inconsistent artist contracts, answered copyright ownership questions, and assisted in the plans to release a composition album,” she said.

“If a business owner or entrepreneur doesn’t have a lawyer in their life for even simple questions, both clinics can be a very valuable resource,” Dahl said.