Course Schedule and Assignments

BUSINESS PLANNING: FINANCING THE START-UP BUSINESS & VENTURE CAPITAL

FINANCING
Spring 2021  Professor Brandt  Mondays, 5:00-8:00 p.m.

IMPORTANT NOTE: This schedule and the assignments set forth below are intended to provide you
with a roadmap for the semester, to identify major deadlines and to provide you with a sense of the level
of commitment needed for the semester. Please note, however, that this schedule and the assignments are
subject to revision. I reserve the right to alter course content and adjust the pace to accommodate class
progress and other developments. You are responsible for any changes or modifications that I announce
in class or by email or that I post on Brightspace.

Class #1 – January 11
Topic: Introduction to Business Planning; Ethical Obligations of Business Lawyers

Read/Review
1. Chapter 1
Focus on Client memo pp. 5-7, 13-25, 32-39 (Waggoner case), 46-58
2. Chapter 10, Documenting the Transaction – 659-681 (Part A., regarding use of Term Sheets and
Letters of Intent; Skim SIGA decision)
3. Review Sample Confidentiality/Nondisclosure Agreement –Appendix B – Pages 772 to 776
4. Review Sample Term Sheets for Employment Agreements –Appendix B – Pages 777 to 783

Class #2 – January 25
Topic: Choice of Entity; Introduction to LLCs
Professor to distribute Graded Writing Assignment #1, which is due in Class #5

Read/Review
Chapter 2

Complete/Submit
1. Choice-of-entity quiz on Brightspace
2. HW #1 – Food truck term sheet (Group assignment)

Class #3 – February 1
Topic: Formation of the LLC and the LLC Operating Agreement

Read/Review
1. Chapter 3 – pp. 135-169 (Parts A., B., and C., regarding the development of the LLC entity and
key provisions of Operating Agreement)
2. Seatail Ale, LLC Operating Agreement, pp. 784-811

Complete/Submit
1. HW #2 (see Appendix A) – Short answers to LLC Operating Agreement Hypos

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Class #4 – February 8
Topic: LLC Operating Agreement (continued); Fiduciary Duties in the LLC

Read/Review
1. Chapter 3 – pp. 169-209 (Parts D. and E., regarding scope of Fiduciary Duty obligations of
managers and members)

Complete/Submit
1. HW #3 (see Appendix A) – Short answers to LLC Operating Agreement Hypos – Fiduciary
Duties in LLCs.
 Make sure to analyze hypos based on both the Seatail Ale Operating Agreement, p. 784,
and the Generic Form of Operating Agreement, p. 812.

Last in-class opportunity to ask questions about Graded Writing Assignment #1

Class #5 – February 15
Topic: Incorporation: California vs. Delaware

Read/Review
Chapter 5

Complete/Submit
Graded Writing Assignment #1 is due at the beginning of class.

Class #6 – February 22
Topic: Selected Issues under the Federal Securities Laws
Professor to distribute Graded Writing Assignment #2, which is due in Class #9

Read/Review
Chapter 4

Watch/Listen
Securities law video on Brightspace

Complete/Submit
Securities Law quiz on Brightspace

Class #7 – March 1 – OPEN CLASS DAY – CLASS WILL MEET

Topic: Equity-Based Compensation

Read/Review
1. Chapter 6, pp. 335-355, 365-377, 382-390
2. Incentive Stock Options: Qualifications and Limitations (Brightspace)

[continued on next page]

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Watch and Complete
1. Restricted Stock Web Tutorial here, including Quiz Questions. Hint: when you visit the link,
click “I agree” and then look for:

Complete/Submit
HW #5 (see Appendix A) – Responses to Equity-Based Compensation Hypos.
Note: Complete hypos #1 and #2 only.

Class #8 – March 8
Topic: Documenting the Transaction (Part 1) and Intellectual Property Protection

Read/Review
1. Chapter 7 – Intellectual Property Protection. Our in-class time will focus on pp. 415-444.
2. Sample Confidentiality and Invention Assignment Agreement –Appendix B – pp. 884-888

Listen
Listen to assigned podcast for HW #6

Complete/Submit
HW #6 – Prepare a group presentation (Group assignment)

Class #9 – March 15
Topic: Documenting the Transaction (Part 2); Raising Capital – Overview of Venture Capital

Read/Review
Chapter 8

Complete/Submit
Graded Writing Assignment #2 is due at the beginning of class.

Class #10 – March 22

Topic: Preferred Stock Financing: Characteristics of Preferred Stock, Dividend & Liquidation
Preferences
Professor to distribute Graded Writing Assignment #3, which is due in Class #13

Read/Review
1. Chapter 9, pp. 518-566
2. Chapter 10, pp. 681 to 694, Parts B.1-B.4
3. Fenwick & West excerpt on Brightspace (3 pages)

Watch
Preferred Stock – Dividend and Liquidation Waterfalls video (recommended prior to completing HW #7)

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Complete/Submit
1. HW #7 – Dividend and Liquidation Preference Hypos
2. Capitalization quiz on Brightspace

Class #11 – March 29

Topic: Characteristics of Preferred Stock – Conversion and Anti-Dilution Rights

Read/Review
1. Chapter 9, pp. 566-617 (Part D)
2. Optional:
a. DLA Piper, What is anti-dilution and why does it matter to me as a company founder
(Brightspace)
b. Feld Thoughts, Term Sheet-Anti-Dilution (Brightspace)
c. TechCrunch, Antidilution: The other way VCs take more of your startup’s equity
(Brightspace)

Complete/Submit
HW #8 – Anti-dilution Hypos

Class #12 – April 5

Topic: Characteristics of Preferred Stock – Redemption and Voting Rights

Read/Review
1. Chapter 9 – pp. 617-658 (Parts E. and F., regarding Redemption and Voting Rights)
2. Read Chapter 10 – pp. 728-735 (Part B.7., regarding the Voting Agreement)
3. Review Sample Voting Agreement –Appendix B – pp. 889-906
4. Review two term sheets in HW #9 (see Appendix A) – we will work on this assignment together
in groups in-class in Class #12, so you do not need to submit anything in writing

Class #13 – April 12

Topic: Investors’ Rights; Founders’ Issues – Rights of First Refusal and Co-Sale Rights; Closing a
Financing Transaction

Read/Review
1. Chapter 10 – pp. 694-727 (Parts B.5 and 6., regarding the Investor Rights Agreement and Right
of First Refusal and Co-Sale Agreement)
2. Chapter 10 – pp. 690-694 (Part B.8., the mechanics of closing a financing transaction)

Complete/Submit
Graded Writing Assignment #3 is due at the beginning of class.