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Making it legal

A USC clinic offers aid with getting incorporated, drawing up documents and other services -- for free

SMALL BUSINESS

September 01, 2008|Cyndia Zwahlen, Special to The Times

Scrawled across the corner of her bathroom mirror are the words entrepreneur Sheri Varela tries to live by: "Do what you love."

That message helped inspire her to launch a T-shirt business last month that sells tops for women decorated with messages such as "Breathe" and "Attitude Matters."


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Money has been tight for the home-based business, Sheri Baby Inc. So when Varela heard about a free legal service for small businesses offered by USC, she snapped up a spot.

"I needed to get some assistance so I could protect my company as best as possible," said the Valencia resident, a former mortgage broker and onetime teacher.

In the spring, the USC Small Business Clinic helped Varela set up her online business, Sheribaby.com, as an S-corporation. She paid only the filing fees charged by the state.

"A lot of the work we do could easily cost $5,000 to $10,000 in a law firm," said Michael Chasalow, director of the year-old clinic and a visiting clinical assistant professor at the USC Gould School of Law.

The on-campus clinic offers basic corporate legal services to small businesses, including setting up limited-liability corporations and other entities.

The law students who compete to staff the clinic's nine positions also have drafted a promissory note, shareholder agreements and terms and conditions wording for websites. They've created simple licensing agreements and can review leases, among other contracts.

What they don't do is get involved in formal negotiations with an opposing party.

"I'm not looking to start a law firm," said Chasalow, who is also a principal at Onondaga Inc., a small private equity group for start-up and early-stage companies.

"We are looking to create an experience to benefit the student and client, and there are plenty of people we can benefit even sticking to the things we are really good at," he said.

The program is among a number of law school clinics nationwide offering free or low-cost legal help for small businesses.

While other clinics, such as one at Columbia University in New York, tend to focus on helping small businesses in poverty-stricken neighborhoods, the USC clinic has a broader focus, he said.

Chasalow targets Southern California small businesses but draws the line at helping wealthy firms.

Chocolate seller LaTonja Simpson didn't have to worry about qualifying. She and her sister, Nicole Meteer, have relied on their own funds and online auctions to find used equipment for the Chocolate Bar, a high-end shop they hope to open somewhere between Encino and Studio City this fall.

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