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[permaculture] SELC’S NEW BOOK JUST RELEASED! Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies
- From: Wesley Roe and Santa Barbara Permaculture Network <lakinroe@silcom.com>
- To: permaculture <permaculture@lists.ibiblio.org>
- Subject: [permaculture] SELC’S NEW BOOK JUST RELEASED! Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies
- Date: Thu, 06 Sep 2012 23:59:14 -0700
SELC’S NEW BOOK JUST RELEASED!
Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies
http://www.theselc.org/book/?utm_source=Sustainable+Economies+Law+Center&utm_campaign=d337baa2aa-ABA_Book_Announcement&utm_medium=email
Buy yours today!
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 neworder 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 atlast 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 Economyis 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 Worker Cooperative Federal Credit Union
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
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SELC Sustainer Circle
SELC would like to thank the following individuals, businesses, and law firms for their support:
Morrison Foerster
Springmeyer Law
Bolt Keenley, Attorneys at Law
Comar Law
Linda Barrera
Robert A. Wexler, Principal, Adler & Colvin
Laurel Kilgour
Charity Kenyon & Mike Eaton
Cameron Holland
- [permaculture] SELC’S NEW BOOK JUST RELEASED! Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies, Wesley Roe and Santa Barbara Permaculture Network, 09/07/2012
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