Services offered
Entity Formation & Governance: LLC, C-Corp, B-Corp, nonprofit — articles, operating agreements, bylaws, cap table setup, EIN, Wesconsin qualification. Intellectual Property: Provisional patent drafting (with Prototyping Lab inventors), trademark clearance & filing, copyright registration, trade-secret policies, open-source licensing strategy. Contracts & Commercial: NDAs, MSAs, SaaS terms, pilot agreements, LOIs, vendor/manufacturing contracts, beta-test agreements. Fundraising: SAFE/convertible note review, term-sheet negotiation, cap-table modeling, dilution waterfalls, securities compliance (Reg D, Reg CF, Rule 701). Employment & HR: Offer letters, equity grants (ISO/NSO/RSU), vesting schedules, contractor vs. employee classification, handbook basics. Immigration: O-1, H-1B cap-gap, STEM OPT, E-2 for founder-investors — initial consult only (referrals to partner firms for full representation). Regulatory: FDA Class I/II pathway mapping (med-tech), FERPA/HIPAA for edtech/healthtech, Wesconsin consumer protection, export controls (EAR/ITAR) screening.
How to engage
Eligibility: Any venture with at least one current UW–Porter Falls student founder (or recent alum <2 years). Intake: Submit the Legal Needs Assessment (portal, 10 min) — describes venture stage, specific questions, urgency. Triage (48 hrs): Clinic Director assigns a Student Attorney (3L, supervised) + Volunteer Supervising Attorney (local bar, specialist matched to issue). Engagement letter: 1-page scope, confidentiality, no-fee confirmation, conflict check. Work product: Drafts, memos, filed documents delivered via secure portal; final review by Supervising Attorney before client use. Timeline: Routine (formation, NDAs) 5–7 business days; complex (provisional patent, term sheet) 2–3 weeks. Capacity: ~120 engagements/semester; waitlist kicks in at 90% capacity (avg wait 3 weeks).
Clinic structure and staffing
Director: Prof. Mara Villanueva (15 yrs startup GC, Wesconsin Bar). Associate Director: Prof. David Chen (IP, former USPTO examiner). Student Attorneys (12/semester, 3L, 3 credits, graded): selected via application (grades, writing sample, interview). Volunteer Supervising Attorneys (25+): partners from Villanueva & Associates, Chen IP Law, Midwest Venture Counsel, Porter Valley Bank legal dept., DNR counsel — each commits 4 hrs/month. Paralegal Support: 2 certified paralegals (filings, docketing, document management). Advisory Board: 8 alumni founders/GCs (quarterly strategy, fundraising for clinic endowment). Funding: University (60%), Wesconsin Bar Foundation (20%), alumni donors (15%), clinic endowment earnings (5%).
Common engagements
Pre-Incubator (idea stage): Founder IP assignment, consultant NDA, problem-interview consent form. Incubator Cohort (Student Venture Incubator): Standard Delaware C-Corp package (certificate, bylaws, IP assignment, founder stock purchase, 83(b) election), advisor agreements, SAFE template. Seed Fund Recipients (Student Venture Fund): Term-sheet review, cap-table audit, employment agreements for first hires, provisional patent for core tech. Scale-Up (post-graduation): Series Seed/Series A prep (data room, disclosure schedules, IP due diligence), option-pool refresh, international entity setup. Nonprofit/Social Ventures: 501(c)(3) application, fiscal sponsorship agreements, grant compliance, board governance.
Housing Law Clinic (bonus)
Same space, same model, different docket. Services: Lease review, repair-demand letters, security-deposit disputes, eviction defense (court representation by Supervising Attorney), fair-housing complaints, roommate agreements. Hours: Mondays 4–6 p.m., Student Services Center (drop-in, no appointment). Volume: ~60 consultations/semester; 70% resolved without court. Student Attorneys (6/semester, 2L/3L) rotate between Entrepreneurship and Housing dockets. Partners: Porter Cares (referrals), Porter County Legal Aid (co-counsel), City Clerk’s Office (rental license data).
Volunteer and support
Attorneys: 4 hrs/month commitment (remote or in-person), malpractice covered by clinic, CLE credit (Wesconsin: 1 hr pro bono = 1 CLE). Alumni founders: Mentor clinic clients (office hours, intro emails, term-sheet perspective). Donors: Clinic Endowment (goal $2M, currently $1.3M) funds Associate Director salary and student stipends. Naming opportunities: Villanueva Clinic Suite ($500K), Student Attorney Fellowships ($50K each, named). Contact: legalclinic@uwporterfalls.edu or stop by Founders Hall 220 (Mon–Fri 9–5).
Fictional information
UW–Porter Falls is a work of parody. The clinic, services, staff, and cases described here are invented for this fictional university. No real legal clinics or services are depicted.