ABA Section of Business Law

Volume 14, Number 5 May/June 2005

Learning business law on the street
Pro bono trains lawyers at a lower cost
    By Alison Altman

Imagine this: You are a second year transactional associate at a large law firm. You like what you are doing, but you wish you had a little more responsibility. You would like to learn more about other types of the law. You wonder what it might be like to work directly with a client. You want to prove to the partners that you are capable of doing all of these things. But how?

Lawyers have always felt a strong ethical duty to engage in pro bono work, but it is time for business lawyers to learn what litigators have known for years: Pro bono is good for the lawyer, too. A gap exists between the work associates are usually assigned and the skills they must have to get ahead. Pro bono provides an ideal opportunity for lawyers to fill that gap.

In the business law community, however, many lawyers have been hesitant to engage in the litigation that traditional pro bono cases require ("What? Me in a courtroom? No way!"). Pro bono advocates and members of the ABA's Business Law Section are addressing this concern.

Today, transactional pro bono programs are spreading rapidly across the country, allowing business lawyers to use their particular legal skills to help nonprofit organizations and micro-entrepreneurs. Whether it be helping a community group incorporate as a nonprofit, or representing a small business in negotiating a commercial lease, transactional pro bono gives business lawyers an opportunity that their litigation colleagues have been taking advantage of for a long time: professional education through practical experience.

Philadelphia LawWorks, a project of Philadelphia Volunteers for the Indigent Program (VIP), is one example of a transactional pro bono program. Philadelphia VIP is a nonprofit organization that was founded in 1981 to provide low-income individuals equal access to the civil legal system by referring them to lawyers willing to take their cases pro bono.

In 2002, the Philadelphia Bar Association, Philadelphia VIP, and other Philadelphia public interest programs collaborated to both address the transactional legal needs of the Philadelphia community and provide business lawyers with an opportunity to serve that community, resulting in Philadelphia LawWorks. Like many transactional pro bono programs, Philadelphia LawWorks matches business lawyers with nonprofit organizations and small businesses that would not otherwise be able to afford legal services.

Transactional pro bono programs encompass many types of legal services. Community organizations that wish to receive tax-exempt status from the IRS need help navigating the paperwork. Small businesses need help choosing and creating a legal structure — like a limited liability corporation or limited partnership — and applying for local and state licenses. Established nonprofits and small businesses have many of the same legal needs, ranging from employment to landlord/tenant to intellectual property law.

Clients of transactional pro bono programs often cannot afford legal services at all, or cannot do so without severely impairing their ability to provide much-needed community services or remain financially solvent. Nurturing small businesses and nonprofit organizations is an integral component of community economic development

It is not hard to see that transactional pro bono can provide a great service to communities, but how exactly do these programs help young lawyers? Lawyers have often turned to pro bono for what could be called "lawyering skills." We all remember these buzz words from law school — client counseling, problem solving, advocacy.

Unfortunately, law school does not always prepare lawyers for the many issues that can arise in a lawyer- client relationship, and new associates are often kept busy researching and writing, with little time for developing other legal skills. Pro bono cases, then, can provide the perfect opportunity for young business lawyers to learn practical lawyering skills that will serve them well in their careers.

One such lawyering skill is learning how to manage a lawyer-client relationship. Associates appreciate the opportunity that pro bono provides to assume greater responsibility. As Paul Curtis, an associate at Dechert who assisted a Philadelphia LawWorks client, explains, "I get to interact a lot more with the client. They come to me with the problem, and I have to fix it, while at my current level, I'm usually told what to do. I vet it through as many experts as I can find, but I get to make the decision." Another Philadelphia LawWorks volunteer appreciated that, even though his work was overseen by a more senior associate, it was "his" case and he was the first person the client called when a problem arose.

Because of the greater responsibility involved, many lawyers have found pro bono cases to provide a different learning experience than assignments involving fee- paying clients. Noel Fleming, an associate at Ballard Spahr and a Philadelphia LawWorks volunteer, notes: "The start-up client faces issues at almost every turn — how to select a board of directors, raise capital, purchase real estate and attract customers/clients" — issues that established businesses do not regularly face. "To be able to effectively assist the start-up client," Fleming explains, "you must be able to anticipate likely problems the client will face and find viable solutions that the client can use today."

Fleming's pro bono client was a woman who had received a grant to start a charter school. As her pro bono counsel, he had the charter school incorporated as a nonprofit organization, worked with the client to write the charter school's bylaws, and obtained 501(c)(3) status from the IRS. Because of his pro bono experience, Fleming reports, he feels better prepared to take on more responsibility with fee-paying clients.

A second benefit of transactional pro bono cases is the opportunity to learn about substantive areas of law that are relevant to a lawyer's regular practice. Some lawyers shy away from doing pro bono because they worry they will have to learn a new area of law for their pro bono case.

However, this fear is unfounded — transactional lawyers who have taken pro bono cases overwhelmingly report that their pro bono cases have helped them learn about issues relevant to fee-paying clients. Noel Fleming explained that his work with the charter school was similar to other tax cases that he had worked on, and gave him experience in an area that also generates paying work — nonprofit taxation matters.

Lawyers who take transactional pro bono cases are exposed to a wide variety of legal issues — everything from a simple nonprofit incorporation to multi-party real estate transactions. Bernadette Sparling, a Philadelphia LawWorks volunteer and Blank Rome associate, observed that while firms often encourage their lawyers to specialize in a specific area of the law, pro bono cases require you to "be able to recognize and address issues that are outside your normal comfort zone, which is a great way to learn to spot issues in future transactions."

Lawyers involved in transactional pro bono programs have also realized that pro bono cases can lay the foundation for paying clients. Nonprofit organizations and small businesses may start out with few resources, but if given the support needed early on, they have the potential to become successful enough to afford to pay for legal advice.

Transactional pro bono projects can help lawyers learn more about substantive law by offering workshops and Continuing Legal Education (CLE) seminars. Philadelphia LawWorks offers several of these courses each year. In return for the CLE credit, lawyers who attend must agree to take one of Philadelphia LawWorks' cases. The subjects covered at these courses provide lawyers with guidance for their pro bono case as well as offering them formal training relevant to fee-paying clients.

Lawyers who supervise pro bono programs for firms agree that transactional pro bono cases have provided an invaluable training experience for their lawyers. Kathy Ochroch, the pro bono coordinator at Blank Rome, believes that "the educational value of pro bono can't be underestimated. There is no substitute for real experience and pro bono is the greatest, and most rewarding, experience available to young associates in law firms."

Joseph Sullivan, director of pro bono programs at Pepper Hamilton, agrees. While he feels that his firm's principal reason for encouraging pro bono was to respond to community needs and fulfill lawyers' ethical responsibilities, "the firm also recognizes that pro bono cases can accelerate the skills development and experience of lawyers — sometimes by a matter of years."

Pro bono project supervisors agree that increased responsibility leads to improved legal skills. When "associates will be doing the day-to-day decision making, dealing directly with the client, and having the primary role in developing and implementing strategy in the matter," Joseph Sullivan says, "[these] skills are different from those learned in the standard training seminars conducted at the law firm. The pro bono matter serves as a more intense experience than the associate otherwise might have at the same point in his or her career when working on a multi-lawyer fee matter, in which more senior lawyers are handling these tasks. With more intense experience, there is a corresponding acceleration of the learning curve for younger lawyers."

Partners value this experience. Steve Foxman, a LawWorks steering committee member and partner at Eckert Seamans who has supervised younger lawyers on LawWorks cases, believes that "being responsible for advice builds confidence and skills." Firms recognize that associates who take pro bono cases have acquired legal skills and knowledge in the process.

Just as valuable as practical lawyering skills and substantive law, business lawyers who take on pro bono cases also learn more about the communities in which they live and work. The lawyers involved in Philadelphia LawWorks cases found that their cases exposed them to projects and people they would not have otherwise encountered.

Paul Curtis provided invaluable advice to a fledgling — but nonetheless impressive — nonprofit that served diabetes patients by using education and support groups to help people manage their illnesses. Bernadette Sparling said about her work with a new nonprofit organization: "They have so much energy and are so excited about their idea and so grateful for the help we can offer."

Contact with the community through transactional pro bono can also lead to some unique networking opportunities. Joseph Sullivan believes that pro bono can help lawyers make connections that will ultimately be very valuable to their employers. Lawyers who engage in pro bono are more likely to meet "other professionals, business leaders, government officials and community representatives in the course of pro bono practice." Lawyers taking transactional pro bono cases will often work collaboratively with other community groups or government agencies. These contacts can benefit both the lawyer and the firm or corporation where he or she works.

Whatever one's motivation, it is clear that pro bono is not just for litigators anymore. Many lawyers know that they are ethically obligated to take pro bono cases, but with billable hour targets, a tough economy and obligations outside of work, sometimes it can be tough to make the time. However, the need of low-income communities and the organizations that serve them is infinite.

Fortunately, pro bono work is a win-win situation for all involved — young associates get training and experience and firms get better-trained lawyers at a low cost. Most important, everyone benefits when a nonprofit organization or micro-entrepreneur can worry less about legal issues and focus more on serving the community.