Lawyering for Venture Capital and Other Enterprise Financing

This course provides a practical framework for learning about venture capital deals and other types of transactions used by start-up companies to get the funding necessary to develop and launch their products and services. It provides the foundation for understanding the basic elements of "deals," both domestic or transnational. The course will examine the issues and interests of the investors and the owners of early stage companies, and will describe the venture capital process. Specific legal topics to be covered include: the proper legal structure for a company seeking venture capital, issues of corporate control, securities laws requirements, and the legal implications and differences between common stock, preferred stock, convertible securities, debt, stock options and warrants, and other investment vehicles and intellectual property rights. Business issues to be covered will include: due diligence procedures and concerns, valuations, exit strategies and the terms of a typical venture capital deal, including corporate control issues, anti-dilution rights, registration rights, tag-along rights, representations and warranties, indemnifications and similar provisions.