INTERNATIONAL
TRANSACTIONS
CLINIC
Five Years Of Doing Good
By Doing Deals–Globally
2008–2013
2 Report Title
CELEBRATING THE ITC’S FIRST FIVE YEARS OF
DOING GOOD BY DOING DEALS – GLOBALLY
“This is an exciting opportunity
to involve a new generation
of bright legal minds in crossborder 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. Caminker
Branch 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)
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 Burand
Clinical Assistant Professor
Director, International Transactions Clinic
4 Five Years of Doing Good by Doing Deals—Globally
Investing in Microfinance
2008–2009
PIONEERING THE
LAUNCH OF A CLINIC
WHAT STUDENTS ARE SAYING
“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
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.
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.
ITC CLIENTS (illustrative list)
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)
“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
Inspiring The Launch Of Other
Clinics Around The World
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 earlymorning 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 Nairobibased transaction?”
Co-Founders of the ITC
MICHAEL S. BARR
Professor of Law, University of Michigan Law School
Client focus: International economic policy and
regulation of microfinance
“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.”
TIMOTHY DICKINSON
UMich Law Class of ‘79; Partner, Paul Hastings, LLP
Client focus: Compliance Projects (Foreign Corrupt
Practices Act, AML/CFT, Patriot Act, US economic
sanctions, etc.)
“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.”
Building a Code of Conduct for
Microfinance Rating Agencies
6 Five Years of Doing Good by Doing Deals—Globally
2009–2010
WHAT STUDENTS ARE SAYING
“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
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 Angelesbased 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.
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]
Creating Tools for Managing
Voluntary Debt Workouts of
Microfinance Institutions
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.”
ITC CLIENTS (illustrative list)
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)
“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
“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
Supervising Attorney Profile
DAVID SHAUB
UMich Law Class of ‘60; Partner, Shaub &
Williams LLP
Clients: MCM Group International; Pilus Energy
“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. “
8 Five Years of Doing Good by Doing Deals—Globally
Bringing “Cloud Phone service”
to the rural poor of Madagascar
2010–2011
WHAT STUDENTS ARE SAYING
“[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
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.”
As much as 80 percent of the rural poor living in SubSaharan 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.
Creating Tools for Impact
Investment in Seed-Stage
Companies Abroad
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 lowincome 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.
ITC CLIENTS (illustrative list)
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)
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
Supervising Attorney Profile
DAVID GUENTHER
UMich Law Class of ’99; Partner, Conlin,
McKenney & Philbrick, P.C.
Clients: Blue Sky/Invested Development,
Centricycle, DIIME, Farm Shop Trust
“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.”
10 Five Years of Doing Good by Doing Deals—Globally
Building Houses While
Building Lawyers
2011–2012
WHAT STUDENTS ARE SAYING
“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
BUILDING THE NEXT
GENERATION OF LAWLAWYERS—
YERS—
AT HOME AND ABROAD
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.
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.
ITC CLIENTS (illustrative list)
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)
“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).
Supervising Attorney Profile
CARL VALENSTEIN
UMich Law Class of ‘83; Partner,
Bingham McCutchen LLP
Clients: Humo Micro Lending Fund, Oikocredit,
Movirtu, and Habitat for Humanity International
“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.”
Bringing Clean Water
and Sustainable Energy
Technology to China
12 Five Years of Doing Good by Doing Deals—Globally
2012–2013
WHAT STUDENTS ARE SAYING
“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)
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-entrepreneurscollaborate-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.
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.”
David 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 crosslicensing 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.
Creating Michigan’s First DIY
Benefit Corporation
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.
ITC CLIENTS (illustrative list)
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)
“The structure of the clinic is great for what we need as highgrowth 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
“[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
Supervising Attorney Profile
DAVID KOCH
UMich Law Class of ‘84; Partner, Plave Koch PLC
Clients: Grameen Foundation, Farm Shop Trust,
and Small Enterprise Assistance Funds (SEAF)
“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.”
14 Five Years of Doing Good by Doing Deals—Globally
International Transaction Clinic 15
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.
ITC ADVISORY
COMMITTEE
MEMBERS 2013
Bruce 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
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.
clients intent on making a positive
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. Indeed, 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.
difference in the lives of others.
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.
Michigan students are working
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.
Making use of technology to
reach the ITC’s global clientele,
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. West
University of Michigan Law School
ACKNOWLEDGEMENTS
During 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.
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.