Benjamin Howe

3 credits

This course is a semester-long transaction simulation offered exclusively for LLM in American Law Program and LLM in Intellectual Property Law students. The simulated transaction is the formation and initial financing of a privately- held company in the software industry. The course will expose LLM students to the principal issues involved in counseling U.S.-based entrepreneurs as to their emerging businesses, including choice of entity and entity formation, equity compensation for founders and employees, intellectual property protection of company assets, capital raising through preferred stock financing, and negotiation of financing-related contracts based on industry- standard models. Through in-class discussions, homework assignments and graded writing assignments, students will simulate the work of both junior and senior practicing attorneys who counsel start-ups and their founders and investors. Students will review sample agreements related to start-up businesses such as formation and financing documents, draft and revise such agreements and conduct negotiations for the financing of an emerging business. While the simulation is based on a start-up transaction, many of the principles and concepts will be applicable to a broader range of business deals. The course grade will be based on homework assignments, class participation and graded writing assignments. CLASS SIZE: Limited to 12 students. PREREQUISITE(S): Contracts and Corporations, unless otherwise waived by the instructor. Prior work experience in transactional business law is neither required nor expected. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment. GRADING NOTICE: This class will not offer the CR/NC/H option.