255.9 sec. 001 - Venture Capital Deal Bootcamp (Fall 2022)
Instructor: Neil J Wertlieb (view instructor's teaching evaluations - degree students only)
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Units: 2
Grading Designation: Graded
Mode of Instruction: In-Person
Meeting:
M 3:35 PM - 6:15 PM
Location: 🔒 Log-in to view location
From August 22, 2022
To November 07, 2022
Course End: November 07, 2022
Class Number: 31862
Enrollment info:
Enrolled: 20
Waitlisted: 0
Enroll Limit: 23
As of: 02/17 06:39 AM
This course will introduce students to typical business transactions in the life cycle of a business, 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 representation of corporate clients in a transactional practice. The course takes a hands-on approach, centered on student-led, immersive experiential exercises and case studies.
On the first day of class, the students will collectively pick a hypothetical business as the context for experiential exploration throughout the semester. This course will examine the life cycle of that business, focusing in detail on sample transactions from two of the major stages of a business’s life cycle: formation and initial financing (including choice of entity, and early-round seed and venture capital offerings); and exiting or sale of the company (including IPOs and recapitalizations). Students will analyze, structure and negotiate transactions in both stages, draft select provisions of key contracts, and receive instruction from and report to “clients”.
In addition, during the life cycle of the business, the students will be confronted with various ethical issues that arise in practice from a practical perspective, such as whether to engage with a potential client, whether to invest in or alongside a client, whether to accept a seat on the board of directors, and to whom duties are owed when the client is a business entity rather than an individual.
This course will emphasize active role playing, with students at various times playing the role of attorney, client, executive officer and judge, in a manner similar to what they will encounter as practicing attorneys. In addition to frequent feedback from the instructor, students will also be evaluating themselves and each other in such roles. This student-driven evaluation approach will serve as an important learning tool in the course and will provide opportunities for self-reflection.
This course will have 10 class meetings. To allow for a makeup class because of unforeseen circumstances this course has an automatic make-up class scheduled for November 7th. Students must be able to attend all 11 scheduled meetings to earn credit.
Instructor Neil J Wertlieb is visiting from UCLA School of Law, where he is a Lecturer in Law, and has taught a transaction skills course every year since 2002. He is an experienced transactional lawyer who provides expert witness services in litigation and arbitration matters. He has practiced transactional law for over three decades, most recently as a Partner at Milbank LLP where his practice focused primarily on acquisitions, securities offerings and restructurings. He is also the General Editor of Ballantine & Sterling: California Corporation Laws, a 7-volume treatise on the laws governing corporations and other business entities in California. Mr. Wertlieb is a founding member and current Chair of the Ethics Committee of the California Lawyers Association. He served as Chair of each of the following committees of the California State Bar: the Committee on Professional Responsibility and Conduct, the Executive Committee of the Business Law Section and the Corporations Committee. He is also a past Chair of the Professional Responsibility and Conduct Committee of the Los Angeles County Bar Association. Mr. Wertlieb received his law degree in 1984 from the UC Berkeley School of Law, and his undergraduate degree in Management Science from the School of Business Administration also at the University of California at Berkeley. While at UC Berkeley School of Law, he also served as a Judicial Extern for Justice Stanley Mosk on the California Supreme Court.
Attendance at the first class is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present on the first day of class (without prior permission of the instructor) will be dropped. The instructor will continue to take attendance throughout the add/drop period and anyone who moves off the waitlist into the class must continue to attend or have prior permission of the instructor in order not to be dropped.
Prerequisites:
Law 250 Business Associations is highly recommended
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Requirements Satisfaction:
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Exam Notes: (TH) Take-home examination
(Subject to change by faculty member only through the first two weeks of instruction)
Exam Length: 2 hours
Course Category: Business Law
First Assignment
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