Class Overview

Our discussion will focus on practical legal issues you are likely to encounter doing business in the U.S., with the goal of providing a business and commercial framework to analyze and understand those issues.

We will discuss the different forms of legal entities that operate under U.S. law. We will look at the key elements and structure of convertible debt investments and venture capital investments, and discuss the most-often used intellectual property arrangements, such as non-disclosure covenants and “work for hire” technology agreements. We will also review critical issues relating to management compensation, and – time permitting – analyze a traditional U.S. private equity buy-out transaction.

Pre-Readings

• Convertible Debt Term Sheet
• Series A Convertible Preferred Stock Term Sheet
• NDA
• Proprietary Information and Inventions Assignment Agreements
• Change in Control Bonus Plan