Planting the seeds of future growth
USC Gould School of Law

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Thursday, July 15, 2021

Small Business Clinic helps organic farm build a strong foundation for the future

By Carren Jao

About five years ago, construction and restaurant entrepreneur Guido Gil decided to start a garden on his 40-acre property in the community of Val Verde, near Castaic in Southern California, to sell organic produce. Backyard Organic Farms has gradually matured as a business, offering high-quality, fresh, organic produce and eggs direct to consumers through farmer’s markets, deliveries, restaurant orders and even a farm stand

But as the business expanded, Gil's four sons — the second generation of management — wanted the farm to have a solid foundation to grow on. This led them to USC Gould School of Law's Small Business Clinic, founded by Professor Michael Chasalow. Since 2007, the clinic has helped more than 2,500 business owners, about half of which are operated by women or minorities, ensure the legal foundation of their enterprises. With the help of 2L Zachary Goldman, Gil and his sons are working out the details of an operating agreement.

"Zack has been awesome because he's helping us set ground rules in place, explicit roles and responsibilities," says Claudio Gil, a co-owner. "He's helping us draft a very good operating agreement, which deals with the intricacies like what happens when decisions have to be made and what votes need to happen — what it would look like when either everyone is on board or only one person is." The agreement also covers ownership stakes in the businesses, which affect decision-making within farm operations.

Claudio credits the SBC with helping his family with an important task.

"If it weren't for the program, it would be next to impossible for us as a small business to find someone to help with this at the level that the USC Small Business Clinic and Zack are," he says. "We are truly grateful."

Gaining practical experience to meet career goals

Goldman joined the clinic for exactly this type of experience. With a background in finance that included working at JP Morgan and a start-up company, his interests turned toward working more directly with new and emerging tech companies. The SBC allowed him to gain practical experience as a transactional corporate lawyer. Meeting online during the pandemic posed some challenges, but he found the work rewarding.

"This is an incredible opportunity to get hands-on experience drafting agreements, understanding how agreements work and what challenges might come up along the way," says Goldman, who began working at the start of spring semester. "The best way to understand how an agreement works is to explain it to them. Going through the agreement clause by clause trying to get an understanding of how everything works together and being able to pass that knowledge to the clients and talk them through different options and ways we may be able to change things has been an invaluable experience for me."

“Zack’s experience working with Backyard Organic Farms is a perfect example of the value provided by the SBC,” says Chasalow. “The SBC was established to provide USC law students with hands-on experiences in a transactional law practice while delivering high caliber, no cost legal services to community businesses that would otherwise not be able to afford such work. It’s a win-win.”