Corporate Transactions - Start-Up to Exit (SC)

Section 1, Spring 23

Schedule Information

Enrollment: 19/24
Credits: 1
Days* Date Time Room
  • F
  • S
  • F
  • S
  • F
  • S
  • 01/27/2023
  • 01/28/2023
  • 02/03/2023
  • 02/04/2023
  • 02/10/2023
  • 02/11/2023
  • 1540-1740
  • 0900-1100
  • 1540-1740
  • 0900-1100
  • 1540-1740
  • 0900-1100
  • WB104
  • WB104
  • WB104
  • WB104
  • WB104
  • WB104
*“R” means Thursday

Course Description

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.

Course Requirements

Exam Info:
Final Type (if any): Flex
Description: A take-home exam will be administered via EXPO at the conclusion of the course (details to be announced).

Written Work Product
Written Work Product:

Other Work

Other Course Details
Prerequisites: (Corporations (6103) OR Corporations (Law & Business) (6109)) Because the credits in this course count toward the JD Program Professional Skills requirement, JD candidates will be given enrollment priority for this class. If seats become available after the JD priority, LLM students with at least 3 years of full-time corporate legal practice experience may seek a waiver of the prerequisite from one of the instructors. Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: Yes
Course Resources: To be announced.
Course Notes: The instructors will hold this class in three Friday-Saturday sessions. Four such Friday-Saturday pairings are being reserved for the course (see scheduled dates above), so one will be cancelled.

Graduation Requirements

*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: Yes
Satisfies Professional Ethics: No

*If “Yes,” then students are required to submit a substantial research paper in this course, which means students do not need to submit any form to SRO for this paper to meet their upper-level writing requirement. If “No,” then students must submit a “special request” e-form to SRO (available via LawWeb) no later than five weeks after the start of the term for a paper in this class to be counted toward the upper-level writing requirement.

**Yes indicates course credits count towards UVA Law’s Prof. Skills graduation requirement, not necessarily a skills requirements for any particular state bar.

Schedule No.
Law No.
Modified Type
UVA Law Seminar
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens: Saturday, February 04, 12:01 AM
Evaluation Portal Via LawWeb Closes: Monday, February 13, 11:59 PM