Startup LAWnchpad Podcast Entrepreneurial Law Clinic at Fordham University School of Law

Alexa De Leon (Fordham Law ‘23) and Jordan Phelan (Fordham Law ‘23) interview Helene R. Banks, Partner at Cahill Gordon & Reindel LLP, and co-chair of Cahill’s Mergers & Acquisitions and Corporate Advisory practice groups, about ESG — what it means, ESG considerations over the lifecycle of a business, and how entrepreneurs should approach disclosures regarding ESG.  They also discuss greenwashing and green claims.
 
Episode Roadmap: ●           [:40] Alexa De Leon introduces herself, Jordan Phelan and today’s guest Helene R. Banks.
●           [2:30] An overview of the three major components of ESG practices and how they work together.
●           [4:22] Main concerns regarding ESG for early stage entrepreneurs and startup companies.
●           [7:06] The impact of ESG on investor interest and an overview of the current value of impact investing.
●           [10:23] Diversity, transparency, and other critical features of ESG investing.
●           [12:58] NASDAQ disclosure requirements and the ESG requests of a reasonable investor.
●           [15:14] The role that strong ESG practices play in a company’s exit strategy.
●           [19:44] Key considerations for environmental, social, and governance practices in the early stages of a company.
●           [21:06] Greenwashing claims and how they can negatively affect a company.
●           [25:36] Helene’s advice for crafting organized efforts around ESG.
●           [28:45] A look at the future impact and role of ESG.
 
Tweetables: ●           “If you’re just starting out and you have a clear sense of your mission and purpose, it's a lot easier than having to figure it out later.” - Helene R. Banks
 
●           “ESG is really a key value point for investors.” - Helene R. Banks
 
●           “ESG is not a short-term value proposition.  It’s a significant long-term plan.” - Helene R. Banks
 
●           “When you are raising money in the private market, you have to discuss with your investment community what you’re doing.  And part of what you’re doing is regarding your ESG initiatives.” -Helene R. Banks
 
●           “There is a significant advantage to having your ESG bona fides in place before you try to exit.” -Helene R. Banks
 
●           “You have to be clear on the difference between what you actually have done and what you are aspiring to do.” - Helene R. Banks
 
●           “At some point, we won’t be talking about ESG because it will just be what companies do.” - Helene R. Banks
 
Mentioned in This Episode: ●           Cahill Gordon & Reindel LLP
●           Helene R. Banks
 
Additional Resources: ●           Fordham’s Entrepreneurial Law Clinic
●           Follow us on Twitter @FordhamELC
 
Sponsors: ●           Nasdaq Educational Foundation
●           Fordham’s Entrepreneurial Law Advisory Council
 
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented and may contain information that varies in different jurisdictions and is subject to revision, interpretation, or nullification after the date of recording. The transmission of information to you does not create a lawyer-client relationship between you and any host, guest, or their respective employer, including but not limited to Fordham University School of Law and Lincoln Square Legal Services, Inc. None of the

Startup LAWnchpad is the podcast that educates entrepreneurs about forming, growing and protecting a startup. Startup LAWnchpad is produced by the Entrepreneurial Law Clinic at Fordham University School of Law in New York City.
 
Episode Description: Julian Constain (Fordham Law ‘20) interviews Ana Demel, Vice-chair and Secretary of the Board of Directors of Pro Mujer, Inc. about the origins of this social enterprise, its history and current mission, and the legal matters that can arise out of such a unique corporate structure.
 
Episode Roadmap: [:30] Julian Constain introduces himself and Ana Demel, who shares the origin and mission of Pro Mujer as well as a snapshot of the successful organization, which helps poor women in Latin America. [7:03] An overview of the three-pronged empowerment mission of the company, including financial services, health, and training. [10:30] The complexities and strategic points of operating in six different countries throughout North and South America, and what it means to be a social enterprise. [14:25] The benefits of claiming 501(c)(3) federal tax exempt status and the ways in which profits of for-profit subsidiaries can be invested into the mission of a tax exempt organization. [21:37] Responding to regulatory changes and planning for the future with corporate restructuring, in order to maximize the organization’s mission. [23:13] Legal challenges that companies might face when meeting corporate governance regulations in the international finance and health sectors. [28:07] Examples of balancing Pro Mujer’s company vision while also complying with corporate governance. [34:25] The process of introducing Pro Mujer’s services into new countries and the challenge of moving capital from country to country. [40:16] A look at what’s next as Pro Mujer works to fulfill its mantra of empowering women in Latin America.  
Tweetables: “I realized that every improvement in how the organization was run meant an improvement in the way it could serve these women in Latin America.” — Ana Demel  
“Microfinance involves lending micro amounts, primarily to women, to help them in their businesses….You help them help themselves.” — Ana Demel  
“Three years ago we took a really hard look at what we were doing as an organization, and we came up with a strategic plan that envisions Pro Mujer as a platform for many different services.” — Ana Demel  
“We want to impact more women in a more impactful way, and it’s not just a matter of growing the number of our financial services clients. It’s knowing that we’re growing what we’re doing for all these clients.” — Ana Demel  
“The key to being tax-exempt is that all the work we do is for the purpose of furthering our charitable mission, which is to help women in Latin America.” — Ana Demel  
Mentioned in This Episode: Pro Mujer  
Additional Resources: Fordham’s Entrepreneurial Law Clinic Follow us on Twitter @FordhamELC  
Sponsors: Nasdaq Educational Foundation Fordham’s Entrepreneurial Law Advisory Council  
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented and may contain information that varies in different jurisdictions and is subject to revision, interpretation, or nullification after the date of recording. The transmission of information to you does not create a lawyer-client relationship between you and any host, guest, or their respective employer, including but not limited to Fordham University School of Law and Lincoln Square Legal Services, Inc. None of these parties shall be liable for any loss that may arise from any reliance on the Podcast. You

Startup LAWnchpad is the podcast that educates entrepreneurs about forming, growing and protecting a startup. Startup LAWnchpad is produced by the Entrepreneurial Law Clinic at Fordham University School of Law in New York City.
 
Episode Description: Moyosola Soyemi (Fordham Law ‘20) and Eileen Gaffney (Fordham Law ‘20) interview Selin Sonmez, co-founder of Knock Knock City, Co., about the business process from startup to exit, including the various legal and business issues entrepreneurs should consider on their road to acquisition.
 
Episode Roadmap: [:30] Moyosola Soyemi and Eileen Gaffney introduce themselves and Selin Sonmez, co-founder of the recently acquired Knock Knock City, who shares the inspiration for her startup and her studies in industrial design. [8:45] Is it necessary to have an exit strategy when founding a company? The benefits of choosing a corporation over an LLC. [11:39] Selin shares the online resources she utilized to find answers to legal questions and the point at which she began consulting with a lawyer instead. [16:37] Tips for building a brand while protecting intellectual property rights, and financing without fundraising through maximizing SEO and partnerships. [20:47] Questions to ask yourself before proceeding with a buy-out, including how to determine if the buy-out company is one that you want to partner with. [27:28] Legal and logistical challenges of partnering internationally. [29:02] Negotiating deal terms, both independently and with the guidance of lawyers. [33:07] How to obtain accurate valuation of your company when selling. [37:37] A look at signing day and what life looks like for Selin after the acquisition. [41:35] The value of engaging in design thinking when looking for new business ideas. [44:44] Selin shares advice from the lessons she learned on the path from startup to exit.  
Tweetables: “An exit strategy was always only in the back of our minds. Our focus was on growing.” — Selin Sonmez  
“Ask yourself, if we sell, is this the right person? Does this deal match our vision?” — Selin Sonmez  
“It’s always good to consider lawyers as business people too, who will be helping you and pointing out details you’ll be missing because you’re optimistic and want to be fast and get the deal done.” — Selin Sonmez  
“There’s always someone who has been there, done that, and there is value in seeking advice from them.” — Selin Sonmez  
“The right brain is a muscle. The more you practice it the more it evolves. So, there’s no such thing as not being creative; you can learn to be.” — Selin Sonmez  
Mentioned in This Episode: Knock Knock City Luggage Hero Investopedia Clerky Angel: How to Invest in Technology Startups- Timeless Advice from an Angel Investor Who Turned $100,000 into $1,000,000 by Jason Calacanis Voyager HQ Design the Life You Love: A Step-by-Step Guide to Building a Meaningful Future by Ayse Birsel  
Additional Resources: Fordham’s Entrepreneurial Law Clinic Follow us on Twitter @FordhamELC  
Sponsors: Nasdaq Educational Foundation Fordham’s Entrepreneurial Law Advisory Council  
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented, and may contain information that varies in different jurisdictions and is subject to revision, interpretation, or nullification after the date of recording. The transmission of information to you does not create a lawyer-client relationship between you and any host, guest, or their respective employer, including but not limited to Fordham University School of Law and Lincoln Square Legal Services, Inc. None of these parties shall be liab

Startup LAWnchpad is the podcast that educates entrepreneurs about forming, growing and protecting a startup. Startup LAWnchpad is produced by the Entrepreneurial Law Clinic at Fordham University School of Law in New York City.
 
Episode Description: Tommine McCarthy (Fordham Law ‘20) and Shirley Ureña (Fordham Law ‘20) interview Hannah Taylor, Partner at Frankfurt Kurnit Klein & Selz, about social media influencer agreements in which a brand enters into a contract with an influencer to create content that promotes a brand on social media. The discussion includes details about exclusivity, termination, specificity, and ownership of influencer content.
 
Episode Roadmap: [:30] Tommine McCarthy (Fordham Law ‘20) and Shirley Ureña (Fordham Law ‘20) define social media influencer agreements and welcome Hannah Taylor. [2:52] Understanding the advantages and disadvantages of utilizing social media influencers. [6:55] Does the liability for non-compliance lie with the brand owner or the influencer? [8:53] Understanding the level of influence and substantiation the brand is allowed to have on the influencer's opinion of a product or experience. [12:13] An overview of the scope of work and content provided by the influencer, including approval rights, visibility, and ownership. [17:25] Is it typical for a brand to ask for influencer exclusivity, and how does non-compete law factor into this? [19:15] Contests, sweepstakes and promotion law factors for influencers. [23:18] Common compensation structures for paid posts and the benefits of being a micro-influencer. [26:02] Highly negotiated terms in an influencer contract include exclusivity, termination, morals, and money. [29:20] Common mistakes brands make when entering into influencer agreements such as not including specific content and monitoring policy requirements. [32:15] Recommendations for new entrepreneurs’ monitoring programs and why specificity always wins.  
Tweetables: “The FTC can go after whomever they want to go after. It’s the FTC’s job to make sure that consumers are not deceived.” — Hannah Taylor  
“Some guidance from a brand about what a product does and appropriate ways to speak about the product is always a good idea.” — Hannah Taylor  
“The main advertising rules from the FTC are don’t lie and don’t be unfair. Pretty simple, but the ways in which they think things are deceptive, lying, or unfair are pretty nuanced, depending on the way people communicate.” — Hannah Taylor  
“It’s not only money that can constitute a material connection between a company and an influencer. It’s anything of value or anything that could bias somebody….including free products.” — Hannah Taylor   Mentioned in This Episode: Hannah Taylor  
Additional Resources: Fordham’s Entrepreneurial Law Clinic Follow us on Twitter @FordhamELC  
Sponsors: Nasdaq Educational Foundation Fordham’s Entrepreneurial Law Advisory Council  
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented, and may contain information that varies in different jurisdictions and is subject to revision, interpretation, or nullification after the date of recording. The transmission of information to you does not create a lawyer-client relationship between you and any host, guest, or their respective employer, including but not limited to Fordham University School of Law and Lincoln Square Legal Services, Inc. None of these parties shall be liable for any loss that may arise from any reliance on the Podcast. You should not rely upon the Podcast or treat it as a substitute for legal advice. You should consult a lawyer famili

Startup LAWnchpad  is the podcast that educates entrepreneurs about forming, growing, and protecting a startup. Startup LAWnchpad is produced by the Entrepreneurial Law Clinic at Fordham University School of Law in New York City.
 
Episode Description: Nicole Gunara (Fordham Law ‘19) and Ashley Meadows (Fordham Law ‘20) interview Neil A. Weinrib, Managing Director at Neil A. Weinrib & Associates, about immigration law considerations for entrepreneurs, including the ability of foreign nationals to develop a business in the U.S., factors in employing foreign individuals, and options for raising capital through foreign investment incentive programs. 
 
Episode Roadmap: [:30] Nicole Gunara and Ashley Meadows introduce the topic of immigration law and welcome Neil A. Weinrib, who emphasizes the need for entrepreneurs to understand immigration law. [3:10] Considerations for startups if a founding member is a foreign student, including the types of visas foreign students must maintain while in the U.S. [7:15] Assessments foreign students need to make after graduation when forming a startup while on OPT status or an H-1 visa. [13:10] Three standards that must be met to qualify for an O-1 visa and general application timelines. [18:32] Standards of the EB-1 visa and the status you will obtain from it, and whether it can lead to a green card. [21:52] The steps a foreign entrepreneur should take to determine if they qualify for a visa and the best place to seek advice for sponsorship. [27:11] Application expenses and legal fees that a foreign student can expect to spend on meeting visa requirements. [33:16] Foreign investors can utilize visa programs to fund projects in the U.S. with the use of EB-5 visas and targeted employment areas, if they meet hiring requirements. [42:12] Details of the E-2 investment visa program and where to find current and accurate information regarding the qualified countries list. [48:42] Main points for companies when considering hiring foreign nationals and information to request from potential employees. [53:25] Neil shares the path that led him to practicing immigration law and advice for law students who are considering the field.  
Tweetables: “Foreign students need to be very careful about who they partner with. If there is a falling out, someone could try to create a problem for them.” — Neil A. Weinrib  
“For H-1B visas, the U.S. immigration service hasn’t been receptive to entrepreneurial endeavors.” — Neil A. Weinrib  
“Most foreign students are aware that it’s becoming increasingly more challenging to get an O-1 visa.” — Neil A. Weinrib  
“Foreign nationals completing their education often find themselves in a race because they are aware of what the immigration options are and are rushing to satisfy one of the existing categories.” — Neil A. Weinrib  
“The biggest challenge for foreign nationals who want to use the EB-5 mechanism is the hiring requirement. They have to hire 10 U.S. workers within roughly 3 years.” — Neil A. Weinrib  
“A lot of people look to Google for immigration answers, and what they don’t always realize is that much of the data on the internet is stale or it’s been overruled or amended or changed.” — Neil A. Weinrib   Mentioned in This Episode: Neil A. Weinrib & Associates  
Additional Resources: Fordham’s Entrepreneurial Law Clinic Follow us on Twitter @FordhamELC  
Sponsors: Nasdaq Educational Foundation Fordham’s Entrepreneurial Law Advisory Council  
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented, and may contain information that varies in different jurisdi

Chloe Curtis (Fordham Law ‘19) and Daniel Salomon (Fordham Law ‘19) interview Gary R. Schall, Partner at WilmerHale, about fundraising tips for startup companies and specific tools for nailing a pitch to investors.
 
Episode Roadmap: [:30] Chloe Curtis and Daniel Salomon introduce themselves and Gary R. Schall, Partner at WilmerHale. They define equity financing and highlight characteristics investors are looking for when considering an investment. [3:13] ‘How does company type influence the ability to secure funding?’ and other questions startups need to answer before seeking funding. [7:40] Pros and cons of asking friends and family for initial funding. [12:03] The importance of obtaining legal advice to evaluate securities law issues, at the federal as well as state level. [13:29] An overview of angel investors — an ideal source of funding. [16:58] Understanding the value — beyond money — that sophisticated investors can bring to the board. [21:57] Equity crowdfunding as an option for raising capital, legal obligations, and funding limits that companies need to comply with when crowdfunding. [29:48] Tips for approaching traditional venture capital firms and the first message you need to convey to them. [34:33] Particular recommendations for female and minority entrepreneurs [36:17] Recommendations for nailing the perfect pitch starts with stating the problem your company will solve and why they should care about it. [42:51] How many investors should you plan on pitching to before securing any funding? And what is the ideal timeline for making a pitch? [46:45] How to negotiate the amount of equity provided to investors. [50:15] The essentials checklist for the perfect pitch, and Gary’s top tips for maximizing your time with the investor. [53:58] Advice for maintaining positive relationships with investors over time.  
Tweetables: “There is a lot of homework you need to do before you even think about raising money.” — Gary R. Schall  
“For every security that gets issued in the United States, one of three things happens — it’s exempt under the securities laws, it’s registered with the SEC, or it’s illegal. We don’t like being in the last category; we typically like being in the first — it’s exempt.”  — Gary R. Schall

“There’s an expression ‘smart money and dumb money’. Sophisticated investors are considered smart money because they bring more than just a check.” — Gary R. Schall

“Being informed about what you’re getting into is very important with equity crowdfunding.” — Gary R. Schall  
“A good investor is going to test you….and you’d better know the answers. You’d better be prepared.”  — Gary R. Schall   Mentioned in This Episode: Startup LAWnchpad Season 1, Episode 12: Seed Financing Upfront Ventures X2 Ventures  
Additional Resources: Fordham’s Entrepreneurial Law Clinic Follow us on Twitter @FordhamELC  
Sponsors: Nasdaq Educational Foundation Fordham’s Entrepreneurial Law Advisory Council  
Disclaimer:
The information contained in the Startup LAWnchpad podcast and any materials associated therewith (the “Podcast”) is for educational, informational, and entertainment purposes only. It does not constitute legal advice or tax advice with respect to any particular circumstance. The Podcast is not a complete overview or analysis of the topics presented and may contain information that varies in different jurisdictions and is subject to revision, interpretation, or nullification after the date of recording. The transmission of information to you does not create a lawyer-client relationship between you and any host, guest, or their respective employer, including but not limited to Fordham University School of Law and Lincoln Square Legal Services, Inc. None of these parties shall be liable for any loss that may arise from any reliance on the Podcast. You should not rely upon the Podcast or treat it as