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Venture Capital Expert Directs Law & Business Program
Triantis Teaches Quantitative Analysis Skills

by Denise Forster

April Triantis knows that corporate governance is on everyone's mind. As the director of the Law & Business Program, it is her job to know. It is also her job to develop the Program and help brand it as an important part of what the Law School has to offer its students.

Fresh from the practice of transactional law, Triantis is an expert on venture capital financing, mergers, and acquisitions. After earning a graduate degree in corporate law at New York University, she focused on mergers, acquisitions, and securities regulation at Brown & Wood in New York and private equity at Kirkland & Ellis in Chicago.

As director of the Program, Triantis is keenly aware that the language of business differs vastly from the language of law, but because the two disciplines often intersect, students who graduate with a law degree but without business fundamentals may find their career paths narrower as a result.

"Virginia students are smart and want to be good lawyers," Triantis said from her office in Withers-Brown Hall. "They are hearing that to practice transactional or corporate law, or to be successful on the partner track, they must be able to distinguish themselves. A familiarity with the language of business, namely, the basic skills of quantitative analysis, could give an attorney a much desired edge."

The Legal Community Speaks

"As Dean Jeffries has noted, alumni have said the lack of quantitative skills is a gap we can and should fill when educating law students. He and [Associate Dean] Paul Mahoney have spent substantial time and effort working with Law School faculty to create the Law & Business Program," she continued.

Tim Koogle in April Triantis's Venture Capital class sharing his experience in launching the Yahoo! IPO.

With Accounting and Finance as foundational courses, students will learn the language of business before intensifying their study of business law. Students who wish to take advantage of the Program would then turn their attention to core courses in Corporations, Bankruptcy, Securities Regulations and Secured Transactions, as well as specialized seminars in Mergers and Acquisitions, Venture Capital, and Corporate Governance and Finance.

Triantis finds transactional law practice "challenging, stimulating, and intriguing." The mostly third-year students who take her courses get caught up in the excitement. In her Venture Capital and Corporate Control Transactions courses, Triantis brings alumni and friends of the school from both corporate law and business into the classroom, thanks to a bequest from the estate of Richmond alumnus T. Justin Moore, Jr. '50. Additional gifts from Moore's widow, Jeannette, and his son, T. Justin Moore III '83, and several friends and colleagues who wanted to pay tribute to Mr. Moore's legacy of corporate leadership, helped the Law School Foundation create the T. Justin Moore, Jr. '50 Lectureship Fund.

This endowment generates an annual income that supports curricular enhancement by enabling practitioners and executives to team with a resident faculty member to teach corporate governance and finance. These visitors are key contributors to Triantis's Venture Capital and Corporate Control Transaction classes.

Real-World Demands

After as much as ten hours of advance preparation time, the visitors come to Charlottesville and join Triantis before an eager audience of students waiting to dive into the nuances of real-world decisions and corporate dealings.

The issues covered in class depend upon the "guest list" and issues experienced at their firm or agency. Triantis creates mini-case studies prior to each guest's arrival. Last fall, when Wall Street and Washington were tackling corporate self-dealing and debating the transparency of stock options, Doug Bain '74, Boeing's General Counsel, accepted an invitation to conduct a lesson plan on the structure of Boeing's executive contracts and its treatment of stock options. Prior to his arrival, students read relevant articles in academic journals, as well as actual Boeing financial statements.

Expert Visitors to Venture Capital and/or Corporate Control Transactions Classes
as of March 1, 2003
Practitioner (alphabetically) Case Study
Joseph W. Armbrust, Jr. '68, Partner and Member of Management and Executive Committees at Sidley Austin Brown & Wood in New York City Corporate governance reform and the Sarbanes-Oxley Act
Doug Bain '74, Senior Vice President and General Counsel of The Boeing Company Boeing's executive compensation package
Michael Duran, Vice President of Ripplewood Holdings L.L.C. Contractual analysis of a leveraged buyout transaction
Kevin R. Evanich and Donald E. Rocap '80, Partners at Kirkland & Ellis in Chicago Structuring and documenting leveraged acquisitions
Weaver H. Gaines '68, Chairman and Co-founder of Ixion Biotechnology, Inc. Public company accounting issues and fiduciary duties of controlling shareholders.
Brad Handler '95, first in-house counsel for eBay and former Associate General Counsel for Law & Public Policy. He is now General Partner and General Counsel for Exclusive Resorts LLC The initial public offering of eBay common stock
Chris Holden and Randy Castleman, Managing Partners of Court Square Ventures The valuation of a venture capital investment in the context of a down-round financing
Peter S. Kaufman '78, Managing Director of Gordian Group, LLC Board of director duties in connection with the sale of Ben & Jerry's Homemade, Inc., and the restructuring of Pinnacle Towers

Jim Kingdon '98, Co-founder, Kestrel Ventures, LLC and current Executive Vice President, Corporate Strategy, Musictoday, Inc.

Fund formation and the structure of Kestrel Ventures, LLC search fund
Tim Koogle, Eng '73, former Chairman and CEO of Yahoo!, Inc. The initial public offering of Yahoo! common stock
Byron Marchant '87, Executive Vice President, Chief Administrative Officer and General Counsel of BET Holdings, Inc. The going-private transaction of Black Entertainment Television
Allen Morgan '81, General Partner of the Mayfield Fund To Be Announced
Frank Morgan '78, Partner with Dewey Ballantine in New York
To Be Announced
Tom Sidman '79, former General Counsel, Nextel Communications, Inc. Governance implications of a proposed merger transaction
Howard Widra, Former Group President and Executive Vice President of Heller Financial/GE Capital The governance structure of debt in the context of a loan to a non-profit hospital

Students wrote a short paper analyzing Boeing's Proxy Statement, answering Triantis's questions: "Does the company's executive compensation package adequately align interests (and minimize agency costs) between managers and shareholders? What are some alternatives which might provide better incentives to managers? Do you see any evidence of 'managerial power' at work in the Boeing compensation package?"

When Bain arrived in the classroom, students were ready for him. The students were conversant in both the theoretical framework driving executive compensation structures, as well as Boeing's plan in particular. Bain was able to lead and engage the students in a discussion about Boeing's compensation model and recent trends in executive pay, and he walked the students through the details and rationale behind Boeing's complicated packages. Bain's visit featured the best of what the Law & Business Program can and will provide to students and faculty alike.

This semester, Tim Koogle (Engineering '73), the former CEO and Chairman of Yahoo!, joined students in the Venture Capital class. When Yahoo! received its initial venture capital funds, the dozen or so employees needed to choose a chief executive and they picked Koogle, who eventually took the company public. Koogle provided an insider's perspective on the growth of an internet pioneer-from market entry to one of the most successful IPO launches in history. To prepare for his visit, students studied the purpose and strategies surrounding IPOs, as well as the many cycles in the venture capital process. Students were able to analyze Yahoo!'s prospectus and compare it to another filed by a company just about to go public.

The visitors to Triantis's classes are expert practitioners and industry leaders. (See sidebar.) Not surprisingly, student course evaluations have been overwhelmingly positive. Students have expressed enthusiasm for the opportunity to analyze real transactions, handle original source materials, and meet key players in corporate America. Several students have found that their experience has helped them gain a running start in corporate law. And the visitors have been similarly impressed by their experience in the classroom and the opportunity to discuss a particular transaction with well-informed and bright students.

Triantis isn't surprised at the positive reactions. "We expose students to the brightest minds in legal academia here, and by the time they come to my classes they have been exposed to a lot of theory. They are then able to take that theory and put it into context; it's very helpful to them and they have fun with it."

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