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TRANSACTIONAL LAWYERING

Call for more information 495-649-2273

Objectives of the Course: This course is designed to synthesize and build upon the knowledge students have gained in doctrinal law courses and build practical advising skills by applying their knowledge to typical business transactions undertaken by enterprises of any size. The course is also designed to develop the team-working skills that lawyers need to employ in a typical transactional legal practice.

Methodology: The course involves development of practical skills used in advising a business from creation through raising capital to international expansion. At the beginning the students will be provided with a set of fact about the company and its business and will be asked to prepare for a first meeting with the client. In the course of the semester, we will look at the various transactions that such a company may encounter. To the extent possible we will have lawyers and other professionals give us their approaches to these matters. The matters to be addressed may include (not necessarily in this order):

  1. Formation of a business entity, pre-registration issues, conflicts of interest.
  2. Shareholder agreement, corporate charter, bylaws, share purchase/subscription agreements.
  3. Stock option agreements and other arrangements with founders and top management.
  4. IP issues: trademark, websites, patents, assignment of intellectual property.
  5. Nondisclosure/confidentiality agreements, due diligence, risks and structuring.
  6. Dealing with banks (including compliance with economic substance, Уknow your customer,Ф anti-money laundering, and other requirements)
  7. Negotiating with a major private equity investor; term sheets; special conditions.
  8. Exit strategy: Acquisition by another company.
  9. Raising money through public offerings, crowdfunding, token offerings.
  10. Dealing with unhappy investors/shareholders; dispute resolution.

Grading: Grades will depend on participation, written assignments, working within teams that will be established for certain sessions, and on midterm and final exams. Both midterm and final exams will be take-home open-book exams and the final exam will take place during the exam week.

Reading: There is no textbook for this course. Readings will be handed out from time-to-time in class or electronically prior to each class