Startup Law

3 units

This course introduces students to the corporate, securities, and tax law issues that venture-backed startups face during their lifecycle (from incorporation through a liquidity event). Particular attention will be given to equity transactions, including restricted stock agreements, employee stock option grants, convertible promissory notes, and preferred stock financings. Students will explore how these transactions are structured with an eye towards both present concerns (raising capital and allocating corporate control) and future events (employee terminations, later equity issuances, acquisitions, IPOs, and liquidation of the company). Students will also learn about the dual role of venture capital firms as investors seeking to protect their own stake in the firm and board members with fiduciary duties to the corporation. Finally, the course will consider professional and ethical questions related to startup legal practice, including questions prompted by recent developments in legal technology. While there are no prerequisites for this course, students will benefit by having taken or by concurrently taking Corporations. The assessment in this course will include a take-home midterm and a final exam. 3 units.