UB’s E-Law Center Clinic nurtures startup businesses with legal advice, encouragement

Buffalo-based entrepreneur Adam Utley knew he had something. Just a few years ago, he wanted to start a biotech company that creates better cancer therapies for patients by storing immune cells from their blood, “the soldiers of the body,” he says.

“The immune cell soldiers can be retrained to fight cancer instead of viral or bacterial infections, and this approach has cured cancer in certain patients,” says Utley, now founder and CEO of Immunaeon.

“The challenge was how cancer turns off the immune cells, basically taking away the guns and ammo that are used by immune cells to kill the cancer. By allowing our customers to store their cells before they get sick, we give them the best chance at creating cancer cures if they get sick,” he explains.

“We knew that there was a market opportunity to bring Immunaeon to life, but our team had little understanding of what it meant to start a company.”

That’s when he first reached out to Matthew Pelkey and the School of Law’s Entrepreneurship Law Center Clinic, or e-Law Center Clinic.

“Matt and his team helped us to understand the fundamentals of starting a company from the ground up,” Utley says. “They gave us insight into corporate structure, best practices, regulatory pathways, and helped us set up the company from the ground up.”

Immunaeon is another success story for the e-Law Center Clinic, a blossoming student-driven agency that provides legal services to entrepreneurs and startups not yet ready or able to engage outside legal counsel.

For more than five years, around 30 student-, staff- and faculty-led companies have filed applications each semester to work with the e-Law Center Clinic, which guides them through the essential legal challenges and questions faced by new and fledgling businesses.

“When you are starting a business, especially for first-time founders, there are a lot of business and legal issues to navigate — all while you’re focusing attention getting an idea off of the ground,” says Pelkey, the clinic’s program director. “You don’t even know what you don’t know. Having mentors there, having resources there are crucial to avoiding common mistakes.

“As practitioners, we fill a gap in the marketplace because oftentimes, those businesses don’t have the funds to hire proper counsel. So they will go online. They’ll do it themselves. They’ll have their uncle’s nephew next-door neighbor twice removed do it. In the process, they ultimately create more problems than they solve,” he says.

“By working with the e-Law Center Clinic early, you can position these companies as best as possible for success. We obviously can’t guarantee the business will be successful, but at least we can avoid them making some major mistakes.”

Asked about e-Law Center Clinic services, Pelkey has a long list from which to choose. Students trained and studying in this field provide help in entity selection and formation; securities/financing; taxes; intellectual property (patents, trademarks, trade secrets, copyrights and licensing); social enterprises; terms of use/privacy policies; small business advice and counseling; hiring and employment matters; and ethics/conflict of interest/governance.

The clinic represents startups during the academic year, with its services available for faculty, staff, alumni and students. Pelkey says the clinic also will help anyone affiliated with UB partner associations, an abundant group including Roswell Park Comprehensive Cancer Center, Hauptman Woodward Medical Research Institute, Kaleida Health, Jacobs Institute and the Western New York Incubator Network.

“The only caveat is, it can’t be a business that has raised any capital with investors,” Pelkey says.

Not every business the e-Law Center Clinic works with is a high-growth business, according to Pelkey. “We work with a lot of small businesses that are never going to raise money. It might be a café, T-shirt company, or as simple as painting faces.”

Students can expect challenges in experiential learning while developing critical thinking and practical research, drafting and client management skills. Students are expected to demonstrate critical thinking and judgment, service orientation with clients, communication and practice orientation. The e-Law Center Clinic also supports minority and women-owned business enterprises (MWBEs) and conducts research and application around breaking the barriers of traditional venture investing.

Pelkey got the idea for the e-Law Center Clinic while teaching. It was a straight-up lecture, he says, where he talked about these startup issues with his students. The idea led to a meeting with Dean Aviva Abramovsky, which led to grant proposals in connection with the office of Business and Entrepreneur Partnerships.  

The clinic also acts as in-house counsel for the university’s investment deals through the iHUB program. “Our students, under our supervision, get to work on those investment deals, help with due diligence, prepare transactional documents and interact with counsel for the company,” Pelkey says.

“It’s really great experience. Students usually get to see it through, from how a sheet comes together, to the due diligence process, to the purchase agreement and investment instrument. Then there’s a closing. It’s a great opportunity for the students.”

Local entrepreneurs share that opportunity.

“The e-Law Clinic was instrumental in our founding and an incredible asset as we progressed toward initial funding through the UB Business and Entrepreneur Partnerships program,” Utley said. “Without their guidance and help, Immunaeon would not be where we are today.”