Decent Work and Economic Growth

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If you are interested in a matter, please let us know as soon as possible by emailing Isis Bous and Allison Laubach through the “Ask About This Matter” button on the details page or directly (ibous@lexmundiprobono.org; alaubach@lexmundiprobono.org) and let us know which project(s) interests you. We will place matches with Lex Mundi member firms on a first-come, first-served basis.

You can view all matter summaries on the “Digest” page(s). To view matters by legal need, select the category of interest. See details of individual matters via the “Read More” link in a matter. To view all details of all available matters, choose “View All”.

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Consultation (3) Contracts (2) Corporate Formation (2) Corporate Governance (1) Employment/Labor (1) Nonprofit Formation (2) Nonprofit Governance (3) Regulatory (2) Research (1) Tax Exempt/Nonprofit (2) Visa/Immigration (1)

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Uncommon Cacao

Assist with Incorporating LLC and Assisting With Restructuring

Summary:

Assist a social enterprise working with smallholder farmers in Belize by incorporating/structuring a new LLC (likely in DE) and assisting with an Asset Purchase Agreement as part of a larger restructuring process.

Referred by:

Jurisdictions: U.S. (incorporated in DE)
About the Organization: Uncommon Cacao is a social enterprise in Belize that purchases organic cacao from 450 smallholder farmers and processes it into high quality cacao for export.
Legal Entity Type: For-profit
SDG(s):Decent Work and Economic Growth, End Poverty, Life on Land (sustainability of ecosystems), Reduced Inequalities
Legal Issue(s):

Due to external circumstances/factors over the past year, Uncommon Cacao has lost certain funding/investments. To shore up their balance sheet, they are entering into a strategic partnership with specialty cocoa trader in the Netherlands. Their board and investors are on board, but to move forward they must restructure from a public benefit corporation to an LLC.

Uncommon Cacao has pro bono counsel representing their public benefit corporation. However, they are now seeking pro bono counsel for the LLC. They are seeking assistance: (i) structuring and incorporating the LLC (they believe Delaware makes the most sense); (ii) obtaining the appropriate consents; and (iii) assisting with the asset purchase agreement (they will be obtaining the name, brand assets, software etc.).

While the Uncommon Cacao team understands the steps needed to move forward, they want to ensure the process is done correctly.

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Grassland Cameroon

Assist with 1023 Filing and Governance Documents

Summary:

Assist a Georgia nonprofit supporting female smallholder farmers in Cameroon with their Form 1023 filing and governance policies/documents (work was begun and largely completed by a pro bono attorney but needs to be reviewed and finalized).

Referred by:

Jurisdictions: U.S. (Georgia Nonprofit)
About the Organization: Grassland Cameroon is a social enterprise that produces cornmeal porridge sourced from female smallholder farmers in Cameroon, whom they finance with farm inputs each planting season.
Legal Entity Type: Hybrid (nonprofit + for-profit affiliates)
SDG(s):Decent Work and Economic Growth, End Poverty, Gender Equality, Good Health and Well Being
Legal Issue(s):

In 2024, Grassland Cameroon formed a separate U.S. entity called Farm to Thrive, a Georgia nonprofit corporation.  Farm to Thrive is in the process of completing its Form 1023, but the 1023 needs to be finalized and filed with the IRS.  Corporate governance policies and documents have also been drafted for Farm to Thrive by attorneys but need to be reviewed and finalized. The work was started (and largely completed) by Lex Mundi attorneys who have transitioned from their firm. The organization now just needs help getting across the finish line.

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Sustainable Organic Integrated Livelihoods (SOIL)

Consultation on Transit Visa

Summary:

Assist a nonprofit working to solve the sanitation crisis in Haiti by providing a consultation on obtaining a transit visa (individual is Haitian, living in Indonesia, and returning to Haiti).

Referred by:

Jurisdictions: NA
About the Organization: SOIL is a non-profit research and development organization working in Haiti to design, test, and implement sustainable and equitable solutions to the sanitation crisis. Their mission is to ensure safe, dignified, and sustainable sanitation in urban Haiti, creating a model for urban sanitation which is replicable in Haiti and globally.
Legal Entity Type: Nonprofit/Charity
SDG(s):Clean Water and Sanitation, Climate Action, Decent Work and Economic Growth, End Poverty, Good Health and Well Being, Life Below Water (conservation and sustainability), Life on Land (sustainability of ecosystems), Peace, Justice, and Strong Institutions, Sustainable Cities and Communities, Zero Hunger
Legal Issue(s):

In October, SOIL hired an IT manager who is Haitian but living in Indonesia with his family. SOIL has been trying for 5 months to support him in getting back to Haiti with his family so that he can work from the office. However, they have hit up against transit visa hurdles at every step. They are seeking guidance from a business immigration expert who might be able to advise on best next steps. So far, he has experienced issues traveling through Spain and Cuba and hasn’t found another route.

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Project Row Houses

Consultation/Creation of Joint Venture

Summary:

Assist a nonprofit supporting artists and preserving historic Black neighborhoods in Houston by advising on the implications of establishing a joint venture for a construction project.

Referred by:

  • Anonymous Collaborator
Jurisdictions: U.S. (incorporated in Texas)
About the Organization: Project Row Houses is a community-based arts and culture organization in Houston, Texas recognized internationally as a pioneer in creative placekeeping. They provide a platform for artists, creative entrepreneurs, legacy residents of their historic Black neighborhood, civic leaders, activists, and others committed to engaging in collective creative action to address problems and create opportunities. Through their work, they have helped launch the careers of a generation of Black artists and brought stability to a neighborhood undergoing rapid socio-economic and demographic change.
Legal Entity Type: Nonprofit/Charity
SDG(s):Decent Work and Economic Growth, Partnerships to achieve the Goals, Reduced Inequalities, Sustainable Cities and Communities
Legal Issue(s):

Project Row Houses has a close relationship with an individual who started a for-profit entity (Artist Operations LLC) that trains artists in skilled trades. The aim is to increase their participation in public art projects while providing long-term career opportunities.  Artist Operations has already served as a subcontractor to Tellepsen on a project for Buffalo Bayou Partnership’s Buffalo Bayou East project, and they are hoping to bid on a much larger project in April.

Artist Operations does not have the capital for the payment and performance bond required for the bid. They have expressed a strong preference for working with Project Row Houses rather than obtaining a bank loan or identifying venture funding.

Project Row Houses has the requisite funds believes this could be a mutually beneficial arrangement that aligns with their values/work and could potentially provide an additional revenue stream.

They are now seeking assistance from an attorney to better understand: (i) whether this project is appropriate under their tax-exempt status/if the revenue generated would be subject to UBIT; (ii) whether a joint venture is the appropriate structure for the relationship/project (with Project Row Houses having at least 51% interest); and (iii) whether there are any red flags/major considerations they should take into account.

Should they move forward, they would also appreciate assistance setting up the joint venture. Because the bid is due in April, the work must be completed before then.

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Platform for Labour Action International

Draft Affiliation Agreement

Summary:

Assist an organization working to provide legal aid to marginalized workers in Uganda by drafting an affiliation agreement between their U.S. and Ugandan entities.

Referred by:

Jurisdictions: United States (Ugandan review will be addressed separately)
About the Organization: Platform for Labor Action (PLA) is a well-established Ugandan organization dedicated to providing legal aid to marginalized workers earning under $160/month and stopping child labour. In 2023, Platform for Labour Action International was established in the United States to support PLA’s mission through research, future fundraising, and expanded operations.
Legal Entity Type: Nonprofit/Charity
SDG(s):Decent Work and Economic Growth, End Poverty, Gender Equality, Partnerships to achieve the Goals, Peace, Justice, and Strong Institutions, Quality Education
Legal Issue(s):

Platform for Labor Action (PLA) is a well-established Ugandan organization dedicated to providing legal aid to marginalized workers earning under $160/month and stopping child labor. In 2023, PLA International was established in the United States to support PLA’s mission through research, future fundraising, and expanded operations, specifically as a U.S. 501(c)(3) entity.

The PLA team is seeking assistance drafting an affiliation agreement between the U.S. and Ugandan entities to formalize the relationship, clarify roles, and establish proper governance and funding protocols. This agreement is crucial for ensuring PLA International maintains its 501(c)(3) status, particularly regarding IRS compliance, fundraising regulations, international grantmaking protocols, and organizational governance, including proper documentation of fund transfers, OFAC compliance, and intellectual property provisions.

 

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