Entrepreneurship Clinic offers "top-notch legal help" to U-M student start-up

By John Masson

When Fetchnotes, a University of Michigan student start-up venture, needed legal support recently, its founders knew just where to go: Michigan Law's Entrepreneurship Clinic.

The brainchild of undergraduate students at U-M's Ross School of Business, Fetchnotes is a cloud-based sticky-note application designed to help corral and share the myriad to-do's, tasks, and shopping lists most people need to successfully organize their daily lives. Launched in 2011 and nursed over two terms in U-M's student business incubator TechArb, Fetchnotes now has more than 19,000 users and recently joined the one percent of start-ups accepted into TechStars, a prestigious business accelerator program.

But the steady drumbeat of success required some legal lifting, and that's where Michigan Law's Entrepreneurship Clinic—one component of ZEAL, the school's Zell Entrepreneurship and Law program—was able to help.

Professor Bryce Pilz said he's glad the Fetchnotes founders approached the clinic when they did.

"They were wildly successful, but like a lot of start-ups, they had pressing needs," Prof. Pilz said. "They came to us because they were going to raise a round of investment, and they needed help in converting their corporate structure."

For one thing, said Fetchnotes cofounder Alex Schiff, the company had to transition from a Michigan limited liability company to a Delaware C-Corporation—the corporate structure that's generally best for accepting outside financing.

"They took care of all the filings and they structured everything," Schiff said. "They took care of everything, and it was just an absolute breeze. And it's in perfect shape—there have been no problems with any of our documents."

Prof. Pilz relied on the assistance of two third-year law students, Melissa Narus and Justin Bonfiglio, to help get the work done. Bonfiglio said the experience was excellent.

"As with Michigan's clinical programs in general, the work is really engaging and we're introduced to a rich set of real-world legal issues," Bonfiglio said. "I found it exciting to be part of a community actively building something new, and I could always look forward to a host of nuanced, interesting questions—complex questions that provided for great learning opportunities."

Working closely with Prof. Pilz and founding clinic director Professor Dana Thompson was a valuable experience as well, he said.

"Dana and Bryce provided wonderful guidance and helped me focus on the key issues. I'd work with them again in a heartbeat," Bonfiglio said. "The Entrepreneurship Clinic is an amazing resource for the school and for the wider Michigan community. I'm grateful to have had a chance to be part of it."

For the clinic, the timing was a little problematic, said Profs. Pilz and Thompson. The work needed to be done during the summer—when the law students enrolled in the clinic are all on break.

"During the summer we don't teach classes and we don't have students, although we do have summer interns," said Prof. Thompson, who helped establish the Entrepreneurship Clinic last year. "But this was an outstanding opportunity, so we took it on."

One aspect of the clinic that has huge importance to a startup scuffling to find a foothold in the marketplace: The Entrepreneurship Clinic's services to students are free.

"You're getting top-notch legal work, and it's free?" Schiff said. "With a start-up, I can't tell you how valuable that is. We probably got thousands upon thousands of dollars worth of legal work at no charge."

Schiff compared how Fetchnotes fared with ZEAL to how it fared before the Entrepreneurship Clinic was founded—when Schiff was forced to hire expensive outside counsel.

"We ran up way too much of a bill," he said. "So I would totally recommend the clinic to anyone in a position like ours.… It was a complete relief off my mind, knowing that I just didn't have to think about the legal issues anymore."