Fusion Coursework  

Venture Finance & Transactions (2cr)

This course is designed to provide law students with the fundamentals of creating, offering and closing a technology venture transaction.  In each case, the goal is to imbue students with both the legal and compliance requirements of the given strategic scenario, as well as the business and technical drivers behind the transaction.  Key points of emphasis include:

Corporate Structure and Governance:  structure of an early stage tech venture, including form and charter documents; shareholder agreements; management contracts; advisory and board conventions.

Private Securities Offerings:  state and federal securities laws, including investor requirements; disclosure regimes and private placement memoranda.  This section also includes an emphasis on the process of due diligence, road shows, and subscription documents.

Equity Agreements:  venture capital equity and governance terms; stock purchase agreements; incentive stock and other forms of contingent participation.

Ongoing Company Evolution:  successive capital rounds; cram downs; resolving investor disputes; and management scenarios.

Acquisition and IPO Fundamentals:  preparing for acquisition; the M&A process; preparing for public securities offerings; fundamental registration mechanics.