INTERNATIONAL TRANSACTIONS CLINIC · CELEBRATING THE ITC’S FIRST FIVE YEARS OF DOING GOOD BY...

INTERNATIONAL TRANSACTIONS CLINICFive Years Of Doing Good By Doing Deals–Globally2008–2013

2 Report Title

CELEBRATING THE ITC’S FIRST FIVE YEARS OF DOING GOOD BY DOING DEALS – GLOBALLY

When the International Transactions Clinic (ITC) was launched at the University of Michigan Law School in the fall of 2008, it was the first in the world. Today, five years later, the ITC is still one of a kind. No other law clinic works exclusively on international transactions, and few law clinics provide pro bono legal services to help impact investors and social enterprises transact business across borders. In keeping with the University of Michigan Law School’s long-standing tradition of serving as a global leader in law, the ITC is teaching a new generation of talented international lawyers how to use their transactional legal know-how to change the world for the better.

Over the last five years, the ITC has provided this unique, experiential learning opportunity to nearly 80 students, who, in turn, have advised live clients in the conduct of over 100 transaction matters. These clients range from for-profit to not-for-profit organizations, from start-up companies to well-established businesses, and from impact investors to social enterprises. As the map below shows, some ITC clients are based in Ann Arbor, Michigan; others are based as far away as Bangladesh, Kenya, and Tajikistan. What the ITC’s clients all hold in common, however, is an international focus and passion for improving the world with innovative business models, products, and services. Together the ITC’s students and clients are proving that it is possible to do good by doing deals – globally.

Former Dean Evan Caminker had it exactly right in 2008 when he described the promise of the ITC. The ITC crosses borders to create value for its students, clients, the University of Michigan, and the legal profession at large. We say we launched a new clinic here at the University of Michigan Law School in 2008, but we also launched a new community – a world-changing community of clients, faculty, and highly qualified attorneys who have experienced firsthand, before even graduating from law school, the challenges and rewards of practicing international transactional law.

Deborah BurandClinical Assistant ProfessorDirector, International Transactions Clinic

“This is an exciting opportunity

to involve a new generation

of bright legal minds in cross-

border transactions that will

train our students for a lifetime

of international business

dealings, and that can also

make an enormous difference

in the lives of the people in the

developing world.”

Evan H. CaminkerBranch Rickey Collegiate Professor, Professor of Law, and former Dean of the University of Michigan Law School (announcing the launch of the International Transactions Clinic in 2008)

4 Five Years of Doing Good by Doing Deals—Globally

PIONEERING THE LAUNCH OF A CLINIC

In the fall of 2008 Professor Michael S. Barr, Clinical Assistant Professor Deborah Burand, and Business Law Faculty Fellow and longtime international transactional lawyer Timothy L. Dickinson (UMich Law Class of ’79) were tasked with building the world’s first internationally focused transactions law clinic. Like other law clinics, the ITC was established to provide law students with the firsthand experience of engaging with live clients under the supervision of experienced faculty; but never before had a law clinic been established with the exclusive focus of providing pro bono legal support to clients that were engaged in cross-border transactions.

As former Dean Evan H. Caminker noted, this new clinic would:

“concentrate on teaching students skills that are critically important to their professional development as they enter into practice areas that involve international transactions. These include drafting and negotiating skills as applied to cross-border transactions, exposure to ethical issues that arise in the international commercial context, structuring and documenting investments in enterprises that primarily work in emerging markets, and an understanding of international economic and financial policy.”

At its launch, the ITC’s three co-founders predicted that “ITC clients might include microfinance providers working in the developing world, socially responsible investors, or others interested in investing in businesses operating at the base of the economic pyramid.” That prediction proved correct.

The microfinance sector—that is, very small-scale financial services provided to the poor and unbanked of the world—offered a diverse range of clients during the ITC’s first year, accounting for around 90 percent of the ITC’s clientele. Among others, the ITC worked with microfinance policymakers (at global and national levels); a microfinance rating agency; global microfinance networks; and even, as described at right, a microfinance provider in Tajikistan.

While the ITC’s first clients may have been focused on microentrepreneurs, the ITC student attorneys learned skills and knowledge applicable to the complex “macro” deals found in a global law practice. In this first year of the ITC, nine students developed closing checklists for transactions, counseled clients as to the legal risks of proposed cross-border transactions, conducted desktop research on the laws and regulations of other countries, and drafted complex contractual provisions for international investments.

2008–2009 The HUMO Micro Lending Fund provides financial services in the form of small loans (called microcredits) to microentrepreneurs living in rural areas of Tajikistan, including in many Tajik locations where no other viable financial service providers exist. ITC student attorneys, under the supervision of Carl Valenstein (UMich Law ’83), a partner at the law firm Bingham McCutchen LLP, advised HUMO as it negotiated with a large international lender to borrow US$1 million to serve as working capital. The proceeds of this borrowing, in turn, were to be onlent to the rural poor of Tajikistan to expand their businesses and agricultural productivity.

In the spring of 2009, the International Development Law Organization (IDLO), based in Rome, asked the ITC to develop a workshop for law schools in Kenya and Afghanistan to help these schools create their own transactional law clinics. Clinical Law Professor Alicia Alvarez, who has over 20 years of experience in developing and running legal clinics at the University of Michigan Law School, at De Paul’s College of Law in Chicago, and in El Salvador, agreed to co-lead this workshop with ITC Director Deborah Burand.

The workshop was broadcast through a series of early-morning videoconferences connecting Ann Arbor participants with those attending from law schools in Nairobi and Kabul. After the workshop came to an end, one of the participants, Kenyan Professor Leonard Aloo, shared this observation: “Prior to the workshop I spoke of the idea of a microfinance transactional legal clinic in whispers. I am now able to speak in confidence about it and have a clear vision about how to work towards starting the clinic in Kenya.”

Deborah Burand also had a revelation. “This is a living example of Michigan’s ‘Global Leadership in Law.’ While I was sure that other US-based law schools would notice Michigan’s leadership in launching an international transactions-focused clinic, it never dawned on me that we also would be seeding the ground for transactional clinics to take root in places like Kenya or Afghanistan. Now I’m dreaming bigger. Wouldn’t it be wonderful if one day students participating in the ITC could turn to their clinician counterparts in Kenya for local law support on a Nairobi-based transaction?”

Investing in Microfinance

Inspiring The Launch Of Other Clinics Around The World

“The real value of my experience in the ITC became apparent on my first day of work when I was confronted with

documents similar to those I had spent hours studying and often drafting under

ITC supervision. As a new lawyer, it is important to walk into the office on your

first day feeling confident and ready to take on whatever they give you. [The] ITC has made my adjustment into firm

life much smoother.”

ALYSSA WORSHAM Class of May 2009

“Not only does the ITC provide students with real transactional experience,

but it also fosters the development of team-building, communication, and

time-management skills.”

GANYA CHIRANAKHON Class of December 2009

“We launched the ITC five years ago to give our students first-hand, real-world experience in international transactions that could help make the world a better place. And that’s what they’ve done. From microfinance and financial development to mobile payments and beyond, the ITC’s students are learning critical legal skills while advancing social change. And when they leave Michigan, they are already on a terrific path —in their careers and their lives.”

“I have had the great pleasure of working with ITC students every year since we were a ‘start up’. My own work in anti-corruption and compliance has led to our creating a specialized ‘practice group’ within the clinic as we see issues in this area pop up on many deals, and clients need help in developing policies and training. This is another dimension of our overall mission, to allow students to do much more of the real-life thinking about real issues as they arise in the international commercial arena.”

Consultative Group to Assist the Poor (CGAP) (DC)Grameen Foundation (DC)Humo Micro Lending Fund (Tajikistan)International Association of Microfinance Investors (IAMFI ) (NY)International Finance Corporation (IFC ) (DC)MicroEnergy Credits Corp. (MEC) (WA)Oikocredit (Netherlands)Planet Rating (France)Russian Microfinance Center (Russia)

ITC CLIENTS (illustrative list)

Co-Founders of the ITC

MICHAEL S. BARR Professor of Law, University of Michigan Law SchoolClient focus: International economic policy and regulation of microfinance

TIMOTHY DICKINSON UMich Law Class of ‘79; Partner, Paul Hastings, LLPClient focus: Compliance Projects (Foreign Corrupt Practices Act, AML/CFT, Patriot Act, US economic sanctions, etc.)

“The next generation of lawyers should use the law to promote the global effort to reduce poverty. We are delighted that the University of Michigan has taken on this challenge.”

BOB BRAGAR, former General Counsel, Oikocredit

WHAT STUDENTS ARE SAYING


GROWING A CLIENT BASE AND REPUTATION FOR EXCELLENCE

When more than 70 students applied to the ITC for the 2009-2010 academic year, the ITC saw an opportunity to grow – both its number of ITC student attorneys (14 JD candidates) and its client base (to approximately 17 clients). It also was an opportunity to hone the clinic’s reputation for providing excellent legal services to ITC clients.

Much of the ITC’s growth in 2009-2010 and commitment to high-quality service was made possible due to the support provided by UMich Law alumni and other experienced attorneys from practice. Their knowledge and experience allowed the ITC to broaden the scope of legal services offered to its clients, and, in doing so, also to broaden the range of clients served by the ITC. For example, this year marked the beginning of a collaboration between the ITC and the Los Angeles-based law firm Shaub & Williams LLP, which was co-founded by David Shaub (UMich Law Class of ‘60). This collaboration, piloted first in 2009-2010, continues to bring technology-focused clients to the ITC.

With many of the ITC clients returning to the clinic for a second year, ITC faculty also could begin to “teach to the deal.” Accordingly, the structure of the ITC changed in the fall term of 2009 with the introduction of a “boot camp” for all ITC student attorneys. The goal of this multi-week boot camp was to introduce ITC student attorneys to key areas of the law that were likely to arise in their client representations during the academic year.

2009–2010 In the fall of 2009, an informal consortium of rating agencies specializing in microfinance decided to develop a code of conduct to ensure and promote the integrity and quality of ratings of microfinance institutions. A team of ITC student attorneys worked with the consortium to create a code that describes standards for “best practices” for such agencies and that encourages microfinance rating agencies to promote and embody within their own operations an internal culture of integrity, honesty, and ethical behavior. The Microfinance Rating Agency Code of Conduct was signed on September 2, 2011. The work of the ITC in helping to develop the Code of Conduct was acknowledged by the three initial signatories to the Code—MicroRate (US), Planet Rating (France), and Microfinanza Rating (Italy)—who noted that “… thanks is extended to Deborah Burand and her team at the University of Michigan whose valuable input helped build this code.” [To see the Code of Conduct, go to http://www.microfinanzarating.com/images/stories/Code_of_Conduct_final.pdf]

Wall Street was not the only financial sector to experience challenges in 2008 and 2009. The microfinance sector also experienced some turmoil as the financial crisis constrained liquidity around the globe. The International Association of Microfinance Investors (IAMFI) engaged the ITC in the fall of 2009 to help investors better understand the legal and financial challenges associated with debt defaults of microfinance institutions (MFIs), and to facilitate orderly workouts that protect investors while also permitting MFIs to continue serving the financially excluded.

ITC student attorneys conducted desktop research and drafted annotated, industry tools to guide investors and MFIs as they navigated voluntary debt workouts. They also interviewed lawyers and bankers about debt restructuring practices. One experienced lawyer, Mary Rose Brusewitz, a partner with Strasburger & Price, LLP, was particularly helpful in providing comments and suggestions. She later agreed to join the growing cadre of lawyers from practice that supervise ITC student lawyer teams.

In the spring of 2010, a team of ITC students traveled to New York City, with financial support from Morgan Stanley, to present their work products to IAMFI members for comments and reactions. That work, and more, can be found in the February 2011 publication, “Charting the Course: Best Practices and Tools for Voluntary Debt Restructuring in Microfinance.”

Building a Code of Conduct for Microfinance Rating Agencies

Creating Tools for Managing Voluntary Debt Workouts of Microfinance Institutions

“The clients that we worked with presented an array of organization structure[s] and legal needs; what they shared was a commitment to

development and socially responsible investing. I had the chance to complete

deals, explore enabling environment analysis, and work on compliance with

anti-money laundering [AML] and combating the financing of

terrorism requirements.“

RUTHERFORD (RUD) HUBBARD Class of May 2010

“… I plan to work abroad after I graduate, so having that hands-on

experience while in school will allow me to better understand the issues

that are particular to an international deal.… I hope I can use the skills and

knowledge gained from this clinic to help those living in the poorest regions

of China leave poverty and hopefully get on the road to prosperity.”

JINGQUI (JOE) MEI Class of May 2010

“As a proud graduate of the University of Michigan Law School, I am happy to give back to the school by providing my time to the ITC. After over 50 years of practicing law, I am also honored to be able to impart some of the knowledge that I have gained along the way to the present law students and to contribute to the future generation of lawyers that will shape our legal system. “

ACDI VOCA (DC)Aureos Capital Limited (UK)Blue Sky/Invested Development (IN/MA)Calvert Foundation (MD)Consultative Group to Assist the Poor (CGAP) (DC)FINCA International (DC)Grameen Foundation (DC)Habitat for Humanity International (GA)International Association of Microfinance Investors (IAMFI) (NY)International Finance Corporation (IFC) (DC)MCM Group International (CA)MFX Solutions (DC)MicroEnergy Credits Corporation (MEC) (WA)Movirtu Limited (UK)Oikocredit (Netherlands)Consortium of rating agencies that included: Planet Rating (France), Microfinanza Rating (Italy), MicroRate (VA)Russian Microfinance Center (Russia)


Supervising Attorney Profile

DAVID SHAUB UMich Law Class of ‘60; Partner, Shaub & Williams LLPClients: MCM Group International; Pilus Energy

“Your contribution to IAMFI is at the heart of our mission—to compile and organize fragmented, incomplete, non-standardized information from multiple sources—with the goals of 1) helping investors and others understand the microfinance landscape better and 2) lowering the hurdles to investment in the [microfinance] sector, in benefit of the 1.5 billion unbanked poor who still need access to financial services.”

JOAN TRANT, former Executive Director, IAMFI

“As a social venture operating around the world, we were thrilled to find the International Transactions Clinic. Its team of talented young lawyers worked tirelessly to accomplish key transactions enabling clean energy system financing via the carbon markets.”

JAMES DAILEY, Co-Founder, MicroEnergy Credits Corporation



CROSSING BORDERS – ACROSS GEOGRAPHIES AND ACROSS CAMPUS

The ITC took deliberate steps in 2010-2011 to spread across borders of all sorts. Internationally, the ITC’s client reach spread from Mexico to Bangladesh and beyond. On campus, the ITC began giving legal support to teams of students as they created internationally-focused, social venture projects emerging from the College of Engineering’s Center for Entrepreneurship (CFE). The ITC also began providing legal support to the nation’s first student-led impact investment fund, called the Social Venture Fund (SvF), which was launched at the Ross School of Business to make early-stage investments in innovative companies that place social impact at the heart of their business model. The ITC also helped cross-fertilize ideas within its clientele. In the winter of 2011, the ITC brought representatives from three clients—Calvert Foundation, Grassroots Business Fund, and E+Co—to campus to discuss process covenants and metrics used to measure social performance in impact investing.

During 2010, the ITC also changed its leadership. In August 2010, Rachel Deming, UMich Law ’82, returned to Michigan from her law practice in New York City to direct the ITC. She replaced Deborah Burand who took a leave of absence for approximately 18 months to join the Obama Administration as Vice President and General Counsel at the Overseas Private Investment Corporation (OPIC), the US Government’s development finance institution. “I am very excited to return to the Law School,” said Rachel upon her appointment. “Coming back as the director of the ITC brings me full circle back to my academic roots here.”

2010–2011 As much as 80 percent of the rural poor living in Sub-Saharan Africa and South Asia do not own a phone or SIM card. London-based Movirtu aims to change that with a technology called the “cloud phone,” which allows a phone number to follow its user. Users of cloud phone technology then can share mobile phones, making and receiving calls, without being tied to a physical place or a particular SIM card. ITC student attorneys worked closely with Movirtu to help the company negotiate arrangements with a mobile carrier in Madagascar, called Airtel, to install the software enabling cloud phone services on Airtel’s core network. The student attorneys supported the negotiations being conducted by Movirtu by drafting negotiation points and holding teleconferences with the senior leadership of Movirtu. Then, as the deal terms were agreed, students drafted documentation memorializing the terms of this arrangement between Movirtu and Airtel.

Blue Sky Foundation focuses on making seed-stage investments in companies harnessing innovative technologies for use in the developing world. Blue Sky Foundation has channeled many of its investments through BSP Fund LLC (“Blue Sky”), an equity fund for mobile/information and communication, alternative energy, and agricultural technology startups. Blue Sky is managed by Miguel Granier, founder and managing director of Invested Development LLC, a Boston-based, impact investment management firm.

In the fall of 2010, ITC student attorneys first worked to develop and draft convertible loan documents for a Blue Sky portfolio company based in East Africa that offers low- income and off-grid customers a safe, clean, and affordable alternative energy source.

Then ITC student attorneys helped Miguel Granier to develop a standard form term sheet to be used by Blue Sky when acting as a lead investor in its international investments. Exiting from equity investments is a perennial problem for seed-stage investors, and impact investors are no exception. So ITC students also advised on the viability under Delaware law of a variety of equity exit mechanisms for possible inclusion in Blue Sky’s standard term sheet, including an optional redemption rights provision.

Bringing “Cloud Phone service” to the rural poor of Madagascar

Creating Tools for Impact Investment in Seed-Stage Companies Abroad

“[The] ITC work created an ideal bridge from law school into transactional practice.

Some of the most helpful aspects of my experience in the ITC were preparing

for weekly status calls with [supervising attorneys] and clients, updating and

redlining agreements, researching obscure corporate legal issues, and using creative

analytical skills to handle client matters…. The ITC projects and coursework with

practicing attorneys provided context and familiarity to the types of deals I am working on now, giving me confidence to take on the

challenge of major transactional projects.

JULIA PAPASTRIVIDIS Class of May 2011

“By the time I approached my third [ITC] client matter, a convertible-debt investment

in a start-up company on behalf of a student-managed investment fund at the

[Ross] Business School, I felt confident in my ability to work with my classmates

to offer beneficial legal advice. As my classmates and I negotiated a term sheet,

I realized how much I had learned and how profound my experience in the International

Transactions Clinic had been. The ITC jumpstarted us on the path to becoming

transactional attorneys in what has become an increasingly international practice.”

RAMZI TAKLA Class of May 2011

“I teach in the ITC because I can work with Deb Burand and with smart, enterprising U-M Law students on client transactions that in many cases are not being done anywhere else in the world. It’s a pleasure teaching students at my alma mater not just about the law, but about practical lawyering. In the process, we’re helping the ITC’s clients and alumni change the world, one social enterprise, one social entrepreneur, one formerly poor person at a time.”

ACDI-VOCA (DC)Blue Sky/Invested Development (IN/MA)BRAC (Bangladesh)Calvert Foundation (MD)Center for Entrepreneurship (CFE): Centricycle, Design for Infants and Mothers Everywhere (DIIME), Mahta (MI) Concero Connect (Mexico)E+Co (NJ)FINCA International (DC)Grameen Foundation (DC)Grassroots Business Fund (DC)Gray Ghost (GA)Habitat for Humanity International (GA)International Finance Corporation (IFC) (DC)MCM Group International (CA)Movirtu Limited (UK)Oikocredit (Netherlands)Peace Dividend (MI)



DAVID GUENTHER UMich Law Class of ’99; Partner, Conlin, McKenney & Philbrick, P.C.Clients: Blue Sky/Invested Development, Centricycle, DIIME, Farm Shop Trust


The ITC “did a superb job reviewing our local transaction documents, identifying risks, and offering solutions…. It’s exciting to see a cadre of talented young lawyers engaging in the microfinance space.”

CAMILLA NESTOR, VP, Financial Services, Grameen Foundation


BUILDING THE NEXT GENERATION OF LAW-YERS—

In 2011-2012, the ITC continued to grow. Under Rachel Deming’s leadership, the ITC enrolled for the first time “advanced clinicians”—student attorneys that returned to work for another semester or two after completing a full academic year in the clinic. Enrolling these more seasoned student attorneys allowed the ITC not only to start its client work earlier in the fall term, but, perhaps more importantly, improved knowledge sharing from one class of students to another. This continuity of service and knowledge was particularly helpful for the multi-year projects that the ITC engaged in, but it also was useful in assisting new student attorneys to establish and then manage relationships with repeat clients of the clinic.

The ITC’s international focus took on a yet another new angle this year as ITC student attorneys were exposed to law students and young lawyers from countries outside the United States.

First, the ITC enrolled two LLM candidates—from Brazil and Ghana—in the winter term. These LLMs provided important cultural insights and highlighted differences in their countries’ legal traditions that were likely to arise in Brazilian and Ghanaian transaction matters being handled by the ITC. These LLM candidates also shared practical tips with their JD colleagues about how best to engage and collaborate with local counsel.

Second, under the leadership of one of the ITC’s adjunct clinical assistant professors, Mary Rose Brusewitz, a partner with Strasburger & Price, LLP, the ITC collaborated with the transactional clinic of law school and business school students at the Fundação Getulio Vargas, located in São Paulo, Brazil, as part of a simulation exercise to provide guidance to participants in the microfinance industry. Students from the schools worked together to draft an array of legal documents, including engagement letters, a legal memorandum explaining how a microfinance participant might structure its entry into Brazil, and a due diligence checklist.

2011–2012 Housing typically is the greatest source of wealth creation available to the world’s poor. Yet some estimate that the number of slum dwellers in the world will rise from one billion in 2003 to almost two billion in 2020.

Habitat for Humanity International has made housing microfinance a strategic focus in its aim to engage markets to create more vibrant solutions for affordable shelter. To that end, it engaged the ITC to help it create a “proof of concept fund” called MicroBuild that could draw investment into the sector and expand decent housing for the poor around the world. Initially capitalized at $50 million, MicroBuild, is a subsidiary of Habitat for Humanity International. MicroBuild makes loans to select microfinance institutions, which in turn make housing microfinance loans to low-income families for the purpose of home improvement, incremental housing, land acquisition and even new construction. The investments are also complemented with advisory services through a technical assistance program to help institutions develop client-responsive products with appropriate linkages to construction support services.

Omidyar Network Fund, a philanthropic investment firm, and Triple Jump, a Dutch investment management company, co-invested alongside Habitat for Humanity into MicroBuild. The Overseas Private Investment Corporation (OPIC), the US Government’s development finance institution, agreed to provide up to $45 million in debt financing to MicroBuild. Citibank also helped to establish MicroBuild by providing credit support to OPIC to facilitate its debt financing, and providing expertise through Citi Microfinance.

Creating MicroBuild was the most complex and largest deal of the ITC to date, and one that took years to structure and negotiate. Student attorneys working on this transaction were exposed to the intricacies of structuring and negotiating equity, debt and credit enhancements—all in a cross-border context. Carl Valenstein (UMich Law ’83) led multiple teams of ITC students, together with attorneys at his firm, Bingham McCutchen LLP, to close this transaction in 2012.

Carl’s work on this transaction resulted in his being honored with his firm’s public service award, the John J. Curtin Public Service Award. Upon receiving the award, Carl noted, “There are a lot of other experiential learning clinics, of course, but they’re not doing deals like this. The deals in most clinics tend to be local projects and not as big in terms of the dollars involved or potential impact. That’s what makes the ITC different.”

To learn more about the MicroBuild transaction and the ITC’s involvement, see the following video that describes the work of the ITC in supporting this groundbreaking transaction: http://web.law.umich.edu/flashmedia/public/Default.aspx?mediaid=2303.

Building Houses While Building Lawyers

“The focus of the ITC combines the primary areas of law I hope to pursue during my legal career. After working

in finance after college, I realized I wanted to apply those skills to more

socially productive and globally significant objectives, namely economic development…. I also believe that, as a young professional, an understanding of

transactional work on an international level is nearly essential given the

current nature of the business world, especially in the finance industry. The

ITC is the ideal medium through which law students can gain experience in

this arena.”

SOGOAL SALARI Class of December 2012

“The International Transactions Clinic was one of the primary reasons I chose to attend Michigan Law

over other law schools.”

JENNIFER TANAKA Class of May 2012

“Over 15 years ago, I identified microfinance as a field where I could do pro-bono work to serve people in need while using my skills as an international transactional law. Deborah Burand was one of my early clients and it was a stroke of good fortune for her to have founded the International Transactions Clinic at Michigan Law School, my alma mater. I couldn’t say no to her invitation to join the ITC’s faculty five years ago to launch a unique clinical enterprise. Working with Deborah, the other faculty members and, of course, the students has been a real professional and personal joy and allowed me to work on a number of exciting projects from providing mobile cloud phones in Africa for Movirtu to establishing the Microbuild housing microfinance fund for Habitat.”

Blue Sky/Invested Development (IN/MA)Centricycle (MI)Clear Water (CA)Design Innovations for Infants and Mothers Everywhere (DIIME)(MI)E+Co (NJ)FINCA International (DC)Global Partnerships (WA)Grameen Foundation (DC)Grass Roots Business Fund (DC)Habitat for Humanity International (GA)International Finance Corporation (IFC) (DC)Lumana (WA)Movirtu Limited (UK)Peace Dividend (MI)Pilus Energy (OH)Root Capital (MA)



CARL VALENSTEIN UMich Law Class of ‘83; Partner, Bingham McCutchen LLPClients: Humo Micro Lending Fund, Oikocredit, Movirtu, and Habitat for Humanity International

“This clinic is a terrific opportunity for students to have a ‘hands on experience’ on cross-border lending and equity transactions involving microfinance institutions. This is also a fabulous opportunity for IFC to contribute to the training of a new generation of lawyers who will have an interest in the microfinance world. IFC is delighted to have the opportunity to participate in this exciting journey.”

CAROLINE KAHN, Chief Counsel and the Global Lead Counsel for Transportation, Legal Department, International Finance Corporation (IFC).


BUILDING THE NEXT GENERATION OF LAWYERS— AT HOME AND ABROAD


COLLABORATING FOR SUCCESS AND TAKING STOCK

Collaboration was the name of the game for 2012-2013 as the ITC reached its largest size to date—in number of students, number of clients, and number of transaction matters handled by the ITC over the course of the academic year. The ITC forged new collaborations with clients, law firms (DLA Piper LLP (US) and Reed Smith LLP), and even other law school clinics (Georgetown University Law Center’s Social Enterprise & Nonprofit Law Clinic and George Washington University Law School’s Small Business and Community Economic Development Clinic) to increase its impact in the world. To see a description of this tripartite law clinic collaboration, go to “How Law Schools and Entrepreneurs Collaborate to Serve Both Students and Innovators” at Forbes.com, December 7, 2012 at http://www.forbes.com/sites/ashoka/2012/12/07/how-law-schools-and-entrepreneurs-collaborate-to-serve-both-students-and-innovators/.

This was also a year for looking back at what the ITC has accomplished to date in order to prepare for the ITC’s next five years. Besides nearly doubling in size from its initial student enrollment in 2008, the ITC also has broadened its client base. In 2008-2009, 90% of the ITC’s clients came from the microfinance sector. In contrast, in 2012-2013, only about 10% of ITC clients were connected to microfinance.

With support and leadership provided by Bruce Tuchman (UMich Law ’89), the ITC launched an ITC Advisory Committee in the spring of 2013 to help develop and oversee the implementation of a five-year strategic plan (2013-2018) for the clinic. To get this strategic planning initiative started, the ITC also conducted its first post-graduation survey of ITC alumni to learn how the ITC experience had impacted the start of these recent graduates’ careers (Classes of 2009, 2010, and 2011). The survey results are now being incorporated into the overall design of the ITC, selection of ITC clients and transaction matters, and guidance provided to supervising attorneys, among other things. Best of all, the survey results suggest that, even in a challenging job market, the ITC experience has helped many of its graduates hit the ground running as practice-ready, international transactional attorneys. More post-graduation surveys are planned.

2012–2013David Shaub (UMich Law Class of ’60) arranged for client Jason Barkeloo, CEO of Pilus Energy, to bring his project to the ITC. Pilus Energy is a clean water and sustainable energy technology developer that harvests electricity, fuels, gases, and chemicals while cleaning wastewater with microscopic bacteria organisms called BactoBots™. Over a two-year period, student attorneys worked with the Los Angeles law firm Shaub & Williams LLP to create a lab agreement, and university joint venture and cross-licensing agreement, to assist Pilus Energy in implementing in China a highly innovative, proprietary technology for converting contaminants in water into energy. See the following video that chronicles the relationship between between Pilus Energy, Shaub & Williams, and student attorneys of the ITC: http://web.law.umich.edu/flashmedia/public/Default.aspx?mediaid=3257.

Design Innovations for Infants and Mothers Everywhere Inc. (DIIME) was founded in 2010 by a group of eight students in the University of Michigan’s Global Health Design Program who decided to develop low-cost medical devices to improve maternal and infant health in Ghana and other parts of the world. ITC student attorneys worked with the founders of DIIME to organize the legal formation of a social enterprise in Michigan, a for-profit corporation with a double bottom line mission—that of generating both financial and social returns. DIIME included provisions in its new articles of incorporation, much like those found in “benefit corporations” being established in states (unlike Michigan) that have adopted legislation based on the Model Benefit Corporation Act. These provisions allow DIIME to pursue its social mission, take into account interests other than profit maximization, and protect its directors to the extent possible from any resulting liability. Upon learning that the Michigan Corporation Division accepted DIIME’s innovative articles of incorporation, Gillian Henker, current President of DIIME, had this to say: “We’re thrilled to pave the way for other social enterprises wishing to incorporate here in Michigan. This is a big step forward not only for our company, but for any company that sees its role in society as being bigger than simply maximizing profits.” See the following video for the story of how the ITC helped DIIME become Michigan’s first DIY Benefit Corporation: http://web.law.umich.edu/flashmedia/public/Default.aspx?mediaid=3261.

Bringing Clean Water and Sustainable Energy Technology to China

Creating Michigan’s First DIY Benefit Corporation

“As a clinician of the ITC, I have gained valuable experience in advising clients on their international expansion plans,

complex grant agreements, and various compliance matters. I now have a much better understanding of the crucial role of lawyers in realizing social innovation. I have no doubt

that my ITC experience will help me launch an exciting career in the

international development sector.”

JI WON KIM (expected May 2014)

Aspen Network of Development Entrepreneurs (ANDE) (DC)Ashoka (DC)Blue Sky/Invested Development (IN/MA)Calvert Social Investment Fund/Calvert World Values Fund (MD)Centricycle (MI)Design Innovations for Infants and Mothers Everywhere (MI)Doctors United for Haiti (DUFH) (MI)Echoing Green (NY)Farm Shop Trust (Kenya)Global Partnerships (WA)Grassroots Business Fund (DC)Habitat for Humanity International (GA)Honey Care Africa (Kenya)International Finance Corporation (IFC) (DC)PACT World (DC)Pilus Energy (OH)Root Capital (MA)Small Enterprise Assistance Funds (SEAF) (DC)TIDES Foundation (CA)TONIIC (CA)Unitus Impact (CA)Village Capital (GA)



DAVID KOCH UMich Law Class of ‘84; Partner, Plave Koch PLCClients: Grameen Foundation, Farm Shop Trust, and Small Enterprise Assistance Funds (SEAF)

“[W]e share the goal of training the next generation of lawyers who desire to promote the common good. We want to do our part to help build the ecosystem of legal practitioners who are involved in supporting entrepreneurship. That is why working with each of these law school clinics [ITC, Georgetown, and George Washington] makes sense for us.”

JONATHAN NG, Global Legal Director, Ashoka

“The structure of the clinic is great for what we need as high-growth social enterprises, because it allows for the time and dedication to get to know our businesses and culture and risks, rather than rushing to template solutions that really aren’t a good fit. It’s also obvious that [the ITC] can tap into a wealth of experience across different fields.”

MADISON AYER, Director, Honey Care Africa


As one ITC survey respondent noted, “I certainly thought that the ITC helped me to land the job I wanted, but I never realized how instrumental the work I did [in the ITC] would become in being assigned to top-quality

projects once I was already at the firm.”

“I work with the ITC because Deb is a joy and the projects require creativity. More important, I work with the ITC because I ache to pass on what I’ve learned about lawyering. Not about the law, but about practicing law the right way. It’s a chance to help students succeed and to honor the mentor that I was lucky to have when I entered private practice.”

International Transaction Clinic 15 14 Five Years of Doing Good by Doing Deals—Globally

Message from Chair, ITC Advisory Committee

When I graduated Michigan Law School in 1989, the post-war pace of globalization, which had been gradually removing barriers to global trade, had begun to take on a decidedly more rapid and transformative gait, which continues to this day.

As I studied for the bar exam that summer I remember that time being bookended by two events of enormous consequence. These were events that unleashed many of the forces that have shaped today’s world a world in which we can see, hear, speak to, trade with, and profoundly impact billions of people.

The revolutions that spilled out during the fall of 1989 across Central and Eastern Europe brought tens of millions out of a closed economic system and into the world economy. In turn, these numbers swelled as the Soviet Union itself unraveled, and enormous countries such as India and Brazil began to introduce market reforms geared towards trade and investment with the global community.

These events were breathtaking and ones that I had an opportunity to experience firsthand when I traveled through many of these countries after taking the bar, and continue to experience through my work today.

As inspiring as these changes have been, however, it was already becoming clear in the summer of 1989 that they could also bring massive upheaval, and quite literally the whole world would be watching. In-deed, it was also in that summer that newly emerging satellite broadcasters were able to provide a global audience with live coverage of the events in Tiananmen Square. We were entering into an era where not only the great human spirit of progress would be played out more intensively on a global basis, but so too would the great tragedies and passions of diverse people now tied ever so more tightly together.

I have become involved in the ITC out of gratitude for my education at Michigan Law School. It has provided me with the tools and credentials to forge an international career and engage in building global businesses and brands, while getting involved in cutting-edge transactional activity across so many fascinating and formerly closed off borders.

While clearly more connected than ever before, the world today is also markedly more fragile. The transactions required to stitch together all of these challenges and opportunities provide a rich variety of experiences and career paths to students, but also compel us as a leading educational institution to refine and adapt the tools and credentials we supply to them.

The experiential, clinical approach taken by the ITC is a very vital ingredient in this regard. It allows new lawyers to hit the ground running and offers them a real-world context to fuse what they have learned in law school into a more complete picture of the way deals actually work and clients actually operate.

But the focus of the clinic on “doing good by doing deals—globally” is an important response to—and quite instructive in and of itself—on just how complex and often imperfect our globalized marketplace has become. While corporations and large institutions have the means to capitalize and maneuver in this fast-moving environment, so many others who aim to improve the world in which they live cannot find the assistance they need at a price they can afford.

This is a rare opportunity for both our students and Michigan Law School to play a valuable yet sadly neglected role on a global stage. I hope that through the ITC we will better educate our students and ourselves to more effectively yet humanely harness not only the great opportunities the world offers us, but also to give due accord to those who we can help in turning struggle into opportunity, and adversity into well being.

Bruce Tuchman, UMich Law ’89 Chair, ITC Advisory Committee; President of AMC /Sundance Channel Global, AMC Networks, Inc.

ITC ADVISORY COMMITTEE

MEMBERS 2013Bruce Tuchman (Chair),

UMich Law 1989, President of AMC /Sundance Channel Global,

AMC Networks, Inc.

Luis Avila, UMich Law 2010, Associate, Varnum LLP

Timothy Dickinson, UMich Law 1979, Partner, Paul Hastings, LLP

David Guenther, UMich Law 1999, Partner, Conlin, McKenney &

Philbrick, P.C.

Kevin Henderson, UMich Law 2010, Associate, Cooley LLP

Paul Lee, UMich Law 1972, Of Counsel, Debevoise &

Plimpton LLP

John Lummis, UMich Law 1982, President, Soncy Association

Catherine Novelli, UMich Law 1982, Vice President, World

Wide Government Affairs, Apple

Richard Thompson, UMich Law 2011, Bank Examiner, Financial Institution Supervision Group,

Federal Reserve Bank of New York

Carl Valenstein, UMich Law 1983, Partner, Bingham McCutchen LLP

“Since the International

Transactions Clinic’s launch in the

fall of 2008, Michigan Law students

have spanned the globe to provide

world-class legal services to

clients intent on making a positive

difference in the lives of others.

Making use of technology to

reach the ITC’s global clientele,

Michigan students are working

on cross-border transactions that

often involve complex legal issues

in countries with uncertain legal

and regulatory regimes. Learning

to navigate challenges like these

enables our recent graduates to hit

the ground running as they begin

their international legal practices.”

Dean Mark D. WestUniversity of Michigan Law School

For further information, check the International Transactions Clinic’s website at

www.law.umich.edu/ITC

or contact us at International Transactions Clinic, University of Michigan Law School, 701 S. State Street, Ann Arbor, MI 48109, USA.

ACKNOWLEDGEMENTSDuring its first five years, the ITC has benefitted from many generous supporters. A great debt is owed to Rachel Deming, who provided leadership to the ITC from 2010 – 2013, Sherry Goodnight who provided administrative support to the ITC, and the many practicing attorneys and law professors who have supervised the work of ITC student attorneys over the last five years, including: Michael S. Barr, Mary Rose Brusewitz, Donald Crane, Timothy Dickinson, Jennifer Drogula, David Guenther, David Koch, David Shaub, and Carl Valenstein. The ITC also has collaborated with a number of law firms, including: Bingham McCutchen LLP; DLA Piper LLP (US); Paul Hastings, LLP; Reed Smith LLP; and Shaub & Williams LLP.

The ITC is also deeply grateful to those generous donors who provided financial support, including John Lummis, Betty & the late Jim Sams (through the Sams Fund for International Legal Studies), John Shine, and Bruce Tuchman.

The clients of the ITC also deserve a thank you for bringing so many interesting transaction matters to the ITC. A number of these clients showed their support for the ITC over the last five years by making client referrals. But perhaps the most generous contributions of the ITC clients have come about at the end of each term when these very busy people took the time to provide constructive feedback to their respective teams of ITC student attorneys about the quality of the legal services being provided by the ITC.

Finally, the largest thank you of all goes to each of the nearly 80 ITC student attorneys who have participated in the ITC’s first five years. These student attorneys have been true co-creators of this unique clinical experience. It is due to their hard work and enthusiasm that the ITC has accomplished so much so fast.

INTERNATIONAL TRANSACTIONS CLINIC · CELEBRATING THE ITC’S FIRST FIVE YEARS OF DOING GOOD BY...

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