Pericles American Business and Legal Education
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Course Application

 

TRANSACTIONAL LAWYERING

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 small to medium-sized enterprises. 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 is based on advising a business from creation through raising capital (including crowd funding and ICO) 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:

  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. Negotiating a loan agreement with a bank.
  7. Negotiating an agreement with a major private equity investor.
  8. Exit strategy: Acquisition by another company.
  9. Going public through a reverse merger and OTC Markets.
  10. Dealing with unhappy investors/shareholders.

Grading: Grades will depend on participation; written assignments; working within teams that will be established for certain sessions and on a journal that is to be maintained as the class progresses and is to be submitted as a “final term paper” during exam week. There will be no final exam.

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

Some of the classes may take place away from Pericles, in the offices of various business and legal advisors.