This course will introduce students to typical corporate transactions, providing students with substantial drafting and negotiation experiences as well as exposure to the ethical, tax and other legal and business issues raised by the actual representation of corporate clients in a transactional practice. This course will examine the life cycle of a hypothetical corporation, focusing in detail on sample transactions from each of the three major stages of a corporation's life cycle: formation and initial financing (including early-round seed and venture capital offerings), funding ongoing operations (through public and private debt and equity financings) and exiting or sale of the company (including bankruptcy or restructuring of the company). Students will analyze, structure and negotiate each transaction and, in certain cases, draft relevant documents or portions thereof. Students will benefit from guest speakers from investment banks, venture capital firms and other specialists. Course readings include relevant corporate and securities laws and supplemental articles and other materials. Grades will focus on an in-class final examination, with consideration given to class participation and the drafting and negotiation exercises.
Although it is not required, students may wish to take Law 236, Securities Regulation, before or concurrently with this course.
Enrollment is limited to 14 students.