New Book Released!

SELC’S NEW BOOK JUST RELEASED!

Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies

Practicing_Law_in_the_Sharing_Economy_Cover

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Buy the Book!

What People Are Saying

Book Description

About the Author and Contributors

Book Reviews

Table of Contents

 

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All royalties for this book go to the nonprofit Sustainable Economies Law Center. Purchase your copy online on the American Bar Association’s website.  All royalties from this book go to the nonprofit Sustainable Economies Law Center! 

What People are Saying

“This monumental treatise defines, legitimates, and elaborates the key legal challenges facing U.S. new economy advocates, and in terms that even non-lawyers can understand.  Whatever your angle – cooperatives, cohousing, alternative currencies, CSAs, social enterprise, crowdfunding – this book belongs front and center on your desk.”

–  Michael Shuman, JD, author of Local Dollars, Local Sense and The Small-Mart Revolution

 “Every once in a while someone sees the emerging pattern of a new order of things and is able to bring conceptual clarity and useful tools to it, thus defining a new field. That is what Janelle Orsi has done in her remarkable book on the sharing economy.”

– James Gustave Speth, JD, author of America the Possible: Manifesto for a New Economy (Yale Press, 2012)

 “A unique and indispensable handbook for anyone working in the field of alternative ownership design. We’ve long needed this book, and at last it’s here.”

– Marjorie Kelly, Fellow, Tellus Institute, and Director of Ownership Strategy, Cutting Edge Capital; author of Owning Our Future: The Emerging Ownership Revolution

 “As Orsi notes in this invaluable book, lawyers often ‘work for firms that grease the wheels of the very economic system that is causing the widespread ecological and social distress.’  But this does not have to be the case!  In Practicing Law in the Sharing Economy, she and her contributing co-authors provide an impressive roadmap to a range of innovative legal forms that can help communities build wealth and create the building blocks of a new economy.”

– Gar Alperovitz, author of America Beyond Capitalism, and Lionel R. Bauman Professor of Political Economy, University of Maryland

 “This is a book for those who have hoped and dreamed of a way to practice law that was good for lawyers, clients and the planet.”

– J. Kim Wright, JD,  Founder of Cutting Edge Law & Author of Lawyers as Peacemakers, Practicing Holistic, Problem-Solving Law

 “This book contains a wealth of substantive information and practical advice for any lawyer interested in participating in and creating more collaborative communities and a more sharing world.”

 – Emily Doskow, JD, co-author of Making It Legal: A Guide to Same-Sex Marriage, Domestic Partnership & Civil Unions, and The Sharing Solution: How to Save Money, Simplify Your Life & Building Community

“Janelle Orsi is a visionary.  Practicing Law in a Sharing Economy is an eye-opening work and an outstanding resource that belongs on the bookshelves of every attorney and law student who wants to become part of the growing movement to build sustainable, collaborative economies.”

– Don De Leon, JD, www.GrassrootsLawyers.com

“Can a sharing economy emerge from and transform capitalism?  Janelle Orsi’s brilliant exegesis argues it can.  Her book is a welcome clarion call to lawyers to learn and apply the rules that can support new forms of sharing and cooperation and to identify and change the rules that could inhibit or even endanger their continued growth.”

– David Morris, co-founder of the Institute for Local Self-Reliance, author of Self Reliant Cities: Energy and the Transformation of Urban America, and Seeing the Light: Regaining Control of Our Electricity System

“Practicing Law in the Sharing Economy is an excellent practical guidebook for lawyers, sharing economy companies, communities, and anyone interested in understanding what the sharing economy is, what’s necessary to help sharing-based enterprises thrive, and the fundamentally important role of appropriate policies in place for new shared models.  It makes a significant and ground-breaking contribution to the legal landscape and is an invaluable resource for the entire sharing economy moving forward.”

–  April Rinne, JD, Director of WaterCredit, Water.org

“This is a vision of the New American Dream and an indispensable legal guide to a sustainable New Access Economy, in which sharing lawyers with an “uncompromisingly genuine and humble” spirit provide support to creative and innovative individuals, groups, businesses, and communities as they think outside the zero-sum box—and move us toward a collaborative regeneration of the economic and ecological abundance we all desire.”

– Phil Heiselmann, JD, Sustainable Food Law

About the Book

To most law students and lawyers, practicing transactional law isn’t an obvious path to saving the world. But as the world’s economic and ecological meltdowns demand that we redesign our livelihoods, our enterprises, our communities, our organizations, our food system, our housing, and much more, transactional lawyers are needed, en masse, to aid in an epic reinvention of our economic system.

This reinvention is referred to by many names—the “sharing economy,” the “grassroots economy,” the “new economy.” This new economy facilitates community ownership, localized production, sharing, cooperation, small scale enterprise, and the regeneration of economic and natural abundance. Sharing economy lawyers make the exploding numbers of social enterprises, cooperatives, urban farms, cohousing communities, time banks, local currencies, and the vast array of unique organizations arising from the sharing economy possible and legal.

There are nine primary areas of work that sharing economy lawyers should become familiar with, and each is addressed in a chapter of Practicing Law in the Sharing Economy:

  • Designing and Drafting Agreements
  • Choosing, Forming, and Structuring Entities
  • Advising on the Legalities and Taxation of Exchange
  • Navigating Securities Regulations
  • Navigating Employment Regulations
  • Navigating Regulations on Production and Commerce
  • Managing Relationships with and Use of Land
  • Managing Intellectual Property
  • Managing Risk

The work of lawyers helping to build the sharing economy will often be challenging, but will always be interesting and demand creativity. Perhaps best of all, these lawyers will contribute greatly to the creation of a world in which innumerable people have now decided they want to live.

About the Author

Janelle Orsi is the Director of the national nonprofit Sustainable Economies Law Center, and she is a “sharing lawyer” in private law practice in Oakland, CA.  Her work is focused on helping communities, share, barter, and create cooperatives, social enterprises, cohousing communities, urban farms, local currencies, and community-supported enterprise.  In 2010, Janelle was profiled by the American Bar Association as a “Legal Rebel ,” an attorney who is “remaking the legal profession through the power of innovation.”

Janelle is co-author of The Sharing Solution: How to Save Money, Simplify Your Life & Build Community (Nolo 2009), a legal and practical guide to shared ownership and cooperative activity.  Janelle earned her J.D. from the University of California, Berkeley School of Law.

Additional Contributors

  • Jenny Kassan, CEO of Cutting Edge Capital, on securities law, entities/organizations, and barter exchanges
  • Inder Comar, on intellectual property
  • Linda Barrera, Attorney at Law, on community energy
  • Edgar S. Cahn, on time banking
  • Marjorie Kelly, on entity design
  • Brian Howe, Attorney at Law, on Washington social enterprise entities
  • Daniel Fireside, Capital Coordinator for Equal Exchange, on corporate social responsibility
  • Janelle J. Smith, on community-owned enterprise and local currencies
  • Brendan Conley, on law collectives
  • Christen Lee, on 501(c)(3) law firms
  • Loren Rodgers, Executive Director of the National Center for Employee Ownership, on employee stock ownership plans (ESOPs)
  • Clementine Blazy, on social enterprise in France
  • Mike Leung, on the proposed Worker Cooperative Federal Credit Union (unchartered)
  • Wesley Roe, William G. Sommers, and Marjorie Lakin Erickson, on the Permaculture Credit Union
  • Tree Bressen, on consensus policies
  • Gaya Erlandson, on sociocracy/dynamic governance
  • Gordon Ng, on local currencies
  • Julie Pennington, on zoning and shared housing

Book Review

by Don De Leon, JD, www.GrassrootsLawyers.com

If you are a transactional lawyer or a law student who is disillusioned about the state of the legal profession, you might feel differently after reading Practicing Law in a Sharing Economy.  The book, authored by Janelle Orsi with contributions from other like-minded attorneys, argues that an “epic reinvention” of our economic system is taking place, and that as many as 100,000 lawyers will be needed to facilitate the shift to what Orsi calls a “sharing economy.”

Orsi argues that with the competition-based economy failing to provide adequate jobs or meet people’s basic needs, and an “American Dream” that seems out of reach for so many, more and more communities are taking matters into their own hands and developing creative ways to thrive; ways that involve collaboration and sharing instead of competition and individual ownership.  The trend is evidenced by the rise in the prevalence of car sharing groups, time banks, social enterprises, worker cooperatives, childcare cooperatives, co-working spaces and many other types of cooperation-based arrangements.

Orsi says that attorneys come into the picture because communities that are reinventing their economic and property arrangements will need lawyers to help draft the agreements necessary to encapsulate such arrangements and navigate gray areas of law. Recognizing that our present system of laws is based largely on assumptions of competition versus cooperation, Orsi provides a rich discussion of the range of issues that lawyers will need to consider in serving the new sharing economy and in dealing with underdeveloped questions of law.  Complete with primers on various sharing economy law topics ranging from land use to risk management, real-life examples and explanations, issues lists, and sample provisions, the book is a thorough and practical resource that can be used by attorneys to build a sharing economy law practice from the ground up.

If you are in the legal profession and a change-maker at heart, I highly recommend this book.  It will open your eyes to a world of concrete actions communities can take right now to adapt to the changing economy and lift each other up, and the roles that lawyers can play in paving the way for such change.

Table of Contents

CHAPTER ONE: 

THE LEGAL LANDSCAPE OF THE SHARING ECONOMY      

Part 1: Introduction

Part 2: The Sharing Economy

Consumption

Production

Exchange

The Four Platforms for the New Economy

Part 3: Legal Conundrums in the Sharing Economy

Laws That Didn’t Foresee Collaborative Relationships

Laws That Didn’t Take into Account the Varied Motivations Behind Our Activi-ties/Enterprises

Laws That Didn’t Foresee Diverse Forms of Exchange

Part 4: Practicing Law in the Sharing Economy

CHAPTER TWO:

PRACTICING LAW IN THE SHARING ECONOMY

Part 1: Lawyers in a Sharing World

Who Serves the 70 Percent?

Part 2: Becoming a Sharing Economy Lawyer

Skills and Practices

Training the Next Generation of Sharing Economy Lawyers

Part 3: Structuring a Sharing Economy Law Practice

Solo Practice

Small Firms

Law Cooperatives and Collectives

Practicing Sharing Economy Law as a 501(c)(3) Nonprofit

Part 4: Developing a Niche and Finding Clients

How to Frame Your Practice and Find a Niche

Finding Clients

Part 5: Representing Clients

First Contact with Prospective Clients

Preparing to Meet with a Client

The First Full Consultation

The Follow-up Memo

Entering into an Agreement for Legal Services

Providing Legal Services

Part 6: Compensation for Services

Part 7: Common Ethical Issues in Sharing Economy Law

Multiple Representation

Representing Clients in Collaborative Transactions with Non-clients

Moving Between the Roles of Mediator and Attorney

CHAPTER THREE

NEW KINDS OF AGREEMENTS

Part 1: Agreements as the Building Blocks of a Sharing Economy

Building an Economy with Agreements

Agreements as Private Sharing Economy Laws

The Unique Qualities of Agreements in the

Sharing Economy

Key Agreements for the Sharing Economy

Part 2: Key Considerations in the Creation of Agreements

The Many Functions of Written Agreements

Agreements That Foster Resilient Relationships

Language [and Pictures]

Assisting Clients in Agreement Formation

Part 3: Key Provisions of Agreements

Two Frameworks for Sharing Agreements

Co-Ownership Questionnaire

Buying the Property

Designation of Units, Exclusive Areas, and Common Areas

Who Lives at the Property

What May or May Not Be Done to or on the Property

Property Related Costs and Accounting

Taking Care of and Developing the Property

Refinancing the Property

If One Co-Owner Has Financial Troubles

Selling the Whole Property All at Once

Selling Individual Interests in the Property

Making Decisions About the Property

Part 4: Sample Co-ownership Agreement

Co-Ownership Agreements and the Spectrum of Sharing

Working with This Agreement

Co-Ownership Agreement

1. Tenants-in-Common Agreement in Relation to the Property

2. Owners and Parties to This Agreement

3. How Owners Allocate Rights and Responsibilities

4. Cotenancy Interests

5. Units, Common Areas, and Exclusive Use Common Areas

6. Use of Property

7. Rental and Occupancy

8. Decision-Making and House Rules

9. Financial Arrangement for Purchase

10. Responsibility for Debt on the Property

11. Sharing Costs

12. Insurance

13. Creation of a Joint Bank Account and Payment of Expenses

14. Creation of a Reserve Fund

15. Keeping Accounts and Records

16. Maintenance, Repair, Alterations, and Improvements

17. Failure to Make Payments

18. Encumbrances

19. Transferring an Interest in the Property and First Right of Refusal

20. Other Events Constituting Offers to Sell to the Other Owner

21. Sharing of Losses Related to the Property

22. Refinancing the Property

23. Events Triggering Distributions

24. This Agreement Shall Bind Future Owners

25. Resolution of Disputes

26. Indemnity

27. Effective Date, Term, and Termination

28. Miscellaneous Provisions

Attachments

CHAPTER FOUR

NEW KINDS OF ORGANIZATIONS

Part 1: Organizations in the New Economy

The Mandate of Organizations in the New Economy

Designing Organizations for a Sharing Economy

Part 2: Traditional For-Profit Legal Entities in the Sharing Economy

Corporations and Shareholder Primacy

Other Corporate Design Flaws

Part 3: Adapting Traditional For-Profit Entities

Modified Corporate Structure

LLC Modifications

Part 4: New Types of For-Profit Entities

Low-Profit Limited Liability Company (L3C)

Benefit Corporation

Flexible Purpose Corporation in California

Part 5: Cooperatives

What Is a Cooperative?

Cooperative Nuts and Bolts

Co-ops as an Exit Strategy for Retiring Business Owners

Cooperatives That Are Not Cooperatives

Outside Investors and New Generation Cooperative Statutes

Types of Cooperatives and Examples

Part 6: Nonprofit Organizations in the Sharing Economy

What Is a Nonprofit?

Section 501(c)(3) of the Internal Revenue Code

Pros and Cons of 501(c)(3)s

Other Nonprofit Variations

Nonprofits Without Tax Exemption

Part 7: Nonprofit/For-Profit Hybrids

Fee for Service

Revenue-Generating Activities and Subsidiaries

Joint Ventures

Sponsorships

Royalties

Nonprofit Funds for For-Profits

Part 8: Organizational Governance Models

CHAPTER FIVE

NEW KINDS OF EXCHANGE

Part 1: I Can See Clearly Now the Money’s Gone

The Scarcity of Dollars

The Spectrum of Ways to Exchange

Legal Gray Areas in the Spectrum

Areas of Law Implicated

Part 2: Tax

Taxation of Barter, Swapping, and Gifts

What Is a Gift?

Paying Tax on Barter Income

Part 3: Regulations on the Creation and Administration of Currencies

It Is Illegal to Make Coins That Will Circulate as Money

It Is Illegal to Create Currency Worth Less Than $1.00

It Is Illegal to Materially Alter the Dollar

It Is Illegal to Make Things That Look Too Similar to the U.S. Dollar

Bank Secrecy Act

Part 4: Tax Exemption for Organizations That Administer Time Banks, Barter Networks, or Currencies

501(c)(3) Tax Exemption

501(c)(4) Tax Exemption

Part 5: Paying Employees with Something Other Than Dollars

CHAPTER SIX

NEW KINDS OF CAPITAL

Part 1: Community Capital in the Sharing Economy

Introduction

Why Is It So Hard to Raise Capital?

What This Chapter Covers

Part 2: A Securities Law Primer

What Is a Security?

Part 3: Registering Securities or Finding an Exemption

Registration Requirements

Exemptions from Registration

Part 4: Funds, Investment Clubs, and Business Development Companies

The 1940 Investment Company Act

Business Development Company

State-Regulated Funds

Investment Clubs

Part 5: Models for Creative Capital Raising and Shared Equity

Community-Supported Enterprise Models

Crowdfunding

Direct Public Offerings

CHAPTER SEVEN

EMPLOYMENT LAWS AND NEW WAYS OF WORKING TOGETHER

Part 1: New Ways of Working Together

From Working for Others . . . to Working with Others

Part 2: Employment Laws Get an Economic Reality Check

Employment Laws and Our Relationship “Issues”

Employment Laws and the Relationships of the Sharing Economy

Part 3: Working Together Outside of Employment Relationships

Partners/Proprietors

Volunteers

Interns

Independent Contractors

Work That Is Not Actually Work

CHAPTER EIGHT

NEW FORMS OF PRODUCTION AND COMMERCE

Part 1: Collaborative Production/Collaborative Consumption

New Modes of Production and Consumption

When Sharing Becomes Commerce

Purposes of Regulation

Part 2: Approaching the Gray Areas

Examples of Gray Areas

Steps to Approaching a Gray Area

Part 3: When the Sharing Economy Is Exempt from Regulation

Part 4: Navigating Out of Gray Areas

When the Consumer, by Means of Collaborative Agreements, IS the Producer

Production and Exchange in a Private Context

Non-Commercial Production and Exchange

Zoning and the Sharing Economy

The Moral to This Story

CHAPTER NINE

NEW RELATIONSHIPS WITH LAND AND HOUSING

Part 1: Building Economically Sustainable Relationships with Land

Unpacking the Bundle of Rights

When Land Is Not Shared

Solutions Addressed Here

Common Goals of Clients

Part 2: Solutions: Sharing Use, Management, and/or Financing

That Bundle Is Toooo Large, This Bundle Is Toooo Small

Sharing Space

Sharing Management

Sharing Financing

Part 3: Agreements and Organizations to Share Property Rights

Common Configurations

A Few Considerations in Drafting Agreements and Forming Organizations

Forming and Structuring Organizations

Part 4: Navigating Public Laws

Land Use and Zoning

Landlord/Tenant Laws

Inclusionary Housing Laws

Regulations on Hotels, Hostels, Boarding Houses, and Temporary Stays

Laws Governing the Sale of Subdivided Properties

Laws Governing Community Associations

Building and Fire Codes

Fair Housing Laws

Property Taxes and Property Tax Exemption

CHAPTER TEN

NEW APPROACHES TO INTELLECTUAL PROPERTY

Part 1: Intellectual Property and Sharing

What Is Intellectual Property?

Four Major Forms of Intellectual Property

Why Does Intellectual Property Exist?

Sharing in the World of Intellectual Property

The License Agreement

A Word About the Public Domain

Part 2: Sharing and Copyright Law

Copyright Law Basics

Infringement and Damages

Innovations in Open Sourcing

Creative Commons Licenses

Other Approaches with Licenses—Crowdsourcing

Public Domain Commons

Part 3: Sharing and Patent Law

Patent Law Basics

Humanitarian Licenses

Other Efforts Related to Humanitarian Licenses

Patent Commons

Freeing an Invention Completely

Part 4: Sharing and Trademark Law

Collective Marks

Certification Marks

Avoiding the “Naked License” When Sharing Trademarks

CHAPTER ELEVEN

NEW APPROACHES TO RISK AND LIABILITY

Part 1: Sharing Economy/Sharing Risk/Sharing Responsibility

Loss Is Scary, but Uncertainty Is Scarier

Taking Risks in a Sharing Economy

Being Careful in the Sharing Economy

Advocating for Laws That Encourage Sharing

Part 2: Making Agreements

Ingredients of Risk Management Agreements

Common Agreements for Sharing Economy Clients

Forming Limited Liability Entities

Part 3: Insurance

Adapting Insurance to the Sharing Economy