A common challenge for startups is determining when and where to obtain legal services -- as well as coming up with the bucks for the fees. But the consequences of not using one could be huge.
The Venture Law Project, new this year, advises startups on business formation, filing requirements, drafting legal contracts, negotiating lease agreements, copyrights and trademarks, tax planning and related matters. Qualifying entrepreneurs have free access to training and legal materials, as well as workshops at partner law firms and local incubators.
Ashley Juchawski serves as the Venture Law Project’s staff attorney, providing legal advice and recruiting experts to provide specialized guidance on the many steps that go into starting and sustaining a business.
Juchawski earned her Juris Doctor from St. Thomas University School of Law in Miami Gardens in 2012. She earned an honors Bachelor of Arts from the University of Toronto in 2008. From 2008 to 2009 Juchawski worked in Seoul, Tokyo and Beijing. While in law school, Juchawski studied international law in San Lorenzo de El Escorial, Spain, and clerked at a commercial and business litigation law firm in Toronto in 2011. She also clerked for Broward County 17th Judicial Circuit Criminal Court Judge Michael A. Usan. Most recently, Juchawski, licensed as an attorney in both Florida and New York, worked at a boutique civil litigation law firm.
Q. What was the driving force behind creating this new program?
A. Failed startup businesses were seen all too often coming to Dade Legal Aid facing bankruptcy, foreclosure, family issues and debt crisis. We were inspired by the John S. and James L. Knight Foundation’s commitment to entrepreneurs and engaged communities, and with the foundation’s support we launched the Venture Law Project as a free legal resource to local startups. Taking a proactive approach, our goal is to help early-stage entrepreneurs get protection under the law and develop on a solid legal footing.
Q. What does your program offer a startup?
A. Startups meet with me to identify areas needing legal assistance. We advise on selecting which type of corporate entity is best suited for the particular business, tax planning, protecting intellectual property rights, aid in filing and preparing the appropriate incorporation documents including legal contracts, nondisclosure agreements, and terms of service privacy policies to name a few.
Q. Approximately how many startups have you helped so far and how many do you hope to help in the first year of the program?
A. Since January, the Venture Law Project has already provided legal counsel and advice for over 100 different entrepreneurs and startups. As the program continues to grow, we aim to continue providing legal services to as many local startups as possible. The positive response from the startup community has been a clear indicator that this program needs to become a permanent resource.
Q. Approximately how many attorneys or firms are involved? And how are you planning to grow that number?
A. Legal Aid has an extensive network of attorneys willing and able to take pro bono cases. The Venture Law Project has recruited dozens of private attorneys specializing in key areas of corporate law that want to take a startup case. We recruit attorneys to take pro bono cases, speak on legal panels, become a mentor, or host interactive workshops for the Venture Law Project. We actively attend attorney meetings from sections of the Florida Bar, Dade County Bar Association, Young Lawyers, and many others, to increase awareness about the Venture Law Project and encourage new attorneys to get involved. This network is growing every day.
Q. What problems do you see South Florida startups having that could benefit from some legal guidance?
A. From the outset, we want to protect individuals from personal liability--an easy but often overlooked step. We first encourage incorporation with the state of Florida to register as a separate legal entity. We advise on which type of entity (LLC, corporation, nonprofit, partnership, etc.) is best suited for their business and provide guidance on keeping funds separate. We commonly see startups mixing bank accounts, accepting business checks in their own name, signing documents personally and not on behalf of the company, and other co-mingling of funds that can get them into a lot of trouble. We also help startups protect their company name, logo, slogan, images, and coding algorithms by using nondisclosure agreements, trademarks, copyright and patents.
Q. Can you share a horror story or two? What can happen if a startup doesn't set things up right on the legal end?
A. We have actually had entrepreneurs in our office say, “we do not need to worry about talking to an attorney until we get sued!” There are a lot that attorneys can do proactively, and should not be considered just a defensive tool once there is trouble.
The biggest problem we see are startups downloading legal forms or documents off the internet, or copying one from a competitor’s site. What works for one business might not work for another. For example, we have seen provisions naming New York, Arizona, or Delaware law to apply without an understanding of how that law will be applied to your case, often resulting in an unintended outcome.
Q. How do startups find out if they qualify for assistance through the program?
A. Each new client fills out an intake application that is reviewed by our board. Reviews are on a case-by-case basis using a variety of criteria given each startup has different operating and overhead costs. An applicant must show financial documentation demonstrating they are not in a position to hire a private attorney for legal services.
Q. Is your service really free? What fees/costs are the startups responsible for paying?
A. Yes, our services are free to qualifying startups! Clients are responsible for paying any hard costs or filing fees to the state or federal government, but receive the attorney’s pro bono hours dedicated to their case, at no charge.
Q. What's next for the program? Any interesting events coming up or new initiatives?
A. Coming up July 30 will be a workshop on Corporate Entity Formation at the Miami Entrepreneurship Center, from 3:30 to 5:30 p.m. Then on Aug. 12, we have an expert panel attorney discussion on Protecting Your Intellectual Property – an Overview of Trademarks, Copyright and Patents, from 6 p.m. to 8 p.m. Join us Aug. 13 for a Pro Bono Legal Arts Clinic at the MCAD, where attorneys will be providing local artists, designers, and creative groups with one-on-one consultations from 5:30 to -8 p.m. Stay tuned, as there are many more free events in the works! Suggestions welcome!
Q. Anything else you would like to add?
A. Anyone interested in learning more about the Venture Law Project may contact me at firstname.lastname@example.org or 305-579-5733 ext. 2247. You can follow Venture Law Project on Twitter @miamiventurelaw. Our website is www.dadelegalaid.org/venture-law-project.