This course explores the legal issues faced by entrepreneurial businesses, including the dynamics of entrepreneurial finance (e.g., venture capital). This course will proceed in three parts. The first part will explore the basics of choice of entity and founders' issues, including corporate governance and exit mechanisms. An LLC operating agreement will be used as the primary teaching tool. Students will be asked to revise provisions in the sample operating agreement based on hypothetical changes in the founders' relationship. The second part of the course will focus on funding the entrepreneurial venture from the perspective of entrepreneurs and their lawyers, and will include a discussion of securities law and disclosure issues. A private placement memorandum (PPM) or similar document will be used as the primary teaching tool. Students will be asked to adapt the "risk factors" section of the sample PPM to fit a new, hypothetical venture. The third part of the course will explore a broad range of legal issues faced by entrepreneurial businesses and the dynamics of entrepreneurial finance (e.g., venture capital). It will also introduce other types of private equity transactions (e.g., MBOs, LBOs). Student presentations will be used as the launching point for class discussions.
This course is offered through the James E. Rogers College of Law
Law Department Consent Required