Corporate Transactions - Start-Up to Exit (SC)

This course will concentrate on the business lawyer’s role in three significant stages of a company’s development with an emphasis on the practical elements that enable lawyers to contribute to successful client outcomes. We will first examine some of the issues relating to organizing and financing a start-up company. As part of our start-up stage segment, we will conduct a simulated negotiation a venture capital term sheet with students divided into teams representing the company and the prospective investor. We will then turn to the choices companies face as they consider whether to become a listed company with public stakeholders, and focus on the advice and guidance provided by corporate counsel in balancing the benefits of access to additional capital and the added responsibilities of governance and disclosure in the public capital markets. We will conclude by discussing alternatives and structures available to established companies through non-organic growth, with a particular concentration on the benefits and challenges of executing M&A transactions, joint ventures and strategic investments. In this third stage, we will again conduct a simulated negotiation of an M&A transaction with students divided into teams representing the company and two bidders, one financial and one strategic. This course will present a blend of the substantive law issues that arise at these three stages in the company's growth cycle and the practical types of advice that a business lawyer and his or her team provide to clients as they navigate each stage.