Transactional Lawyering
Course Objectives
This course is designed to synthesize and build upon the knowledge students have gained in doctrinal law courses and build practical advising skills by applying their knowledge to typical business transactions undertaken by enterprises of any size. The course is also designed to develop the team-working skills that lawyers need to employ in a typical transactional legal practice.
Prerequisites
Admission to the Pericles LL.M. program or permission of the Dean upon evaluation of English language and legal skills.
Course Length
36 clock hours over 12 weeks, meeting once per week for three hours at a time.
Methodology
The course involves development of practical skills used in advising a business from creation through raising capital to international expansion. At the beginning the students will be provided with a set of fact about the company and its business and will be asked to prepare for a first meeting with the client. In the course of the semester, we will look at the various transactions that such a company may encounter. To the extent possible we will have lawyers and other professionals give us their approaches to these matters. The matters to be addressed may include (not necessarily in this order):
- Formation of a business entity, pre-registration issues, conflicts of interest.
- Shareholder agreement, corporate charter, bylaws, share purchase/subscription agreements.
- Stock option agreements and other arrangements with founders and top management.
- IP issues: trademark, websites, patents, assignment of intellectual property.
- Nondisclosure/confidentiality agreements, due diligence, risks and structuring.
- Dealing with banks (including compliance with economic substance, “know your customer,” anti-money laundering, and other requirements)
- Negotiating with a major private equity investor; term sheets; special conditions.
- Exit strategy: Acquisition by another company.
- Raising money through public offerings, crowdfunding, token offerings.
- Dealing with unhappy investors/shareholders; dispute resolution.
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