Business Planning I

Business Planning I:  Financing the Start-Up Business and Venture Capital Financing

Course Objectives; Transactional Lawyering

Business Planning I has the twin objectives of (a) teaching students to think like a transactional lawyer and (b) introducing students to the skills that allow them to do what a deal lawyer does.  To implement these objectives, the course integrates reading materials on a range of legal subjects with weekly homework and graded written assignments that lead the students to an understanding of transactional lawyering.  Substance and skills are appropriately balanced, enabling the instructor to use the classroom to educate the law student about the intellectual richness of life as a transactional lawyer.  In addition, the homework and graded assignments allow the students to put their growing substantive knowledge to practical use by creating work product that is representative of what is expected from a junior transactional lawyer.

The integrated learning approach used in Business Planning I addresses one of the primary goals of the Business Law Practicum, which is to give Loyola Law School students a means to distinguish themselves by providing them with a unique opportunity to learn how to apply their academic knowledge to the issues faced by a transactional lawyer.  Loyola students who complete the Business Law Practicum courses will be prepared to participate in a law firm as a productive contributor from their first day forward.

To bring this point home, Business Law Practicum Director Warren and Faculty Co-Director Maynard, as well previous Loyola Law School Dean David W. Burcham and current Dean Victor J. Gold, have met with many law firms in order to acquaint them with the Business Law Practicum.  In addition, the Director is working on initiatives with the LLS Career Services Office in order to inform more potential employers of the value of the Business Law Practicum and to make it a distinguishing factor that will draw law firms to Loyola for their transactional hiring needs.

Simulated Deal Format

Instead of a traditional study of cases or a labor-intensive clinical approach, the course is taught using a simulated deal format in which the students represent a new client started by entrepreneurs, through a series of decisions and events as part of financing an early stage business.  Graded writing assignments throughout the semester, each presented in a memo from the instructor (as senior partner) to the students (as junior associates), ask the students to perform tasks to further the client’s financing efforts.  Each new memo gives the students additional facts about the client and the unfolding transaction.  This mechanism allows the students to see the life cycle of a deal and to address issues often encountered as the deal progresses fitfully from inception to completion.  By the end of the semester, the students have completed a financing transaction and, in the process, have synthesized the learning of new substantive doctrinal material with the development of deal skills they will need as a practicing transactional lawyer.

Syllabus Outline

Students participate in selecting the appropriate entity form, structuring the economic interests and managerial control among various owners, considering the lawyer’s duties to the entity in dealing with its founders and management, and documenting various approaches to raising capital.  Each of the course’s three units culminates with a graded writing assignment that applies the material taught in that unit and draws upon material from the preceding units. 

The course opens with an analysis of issues a transactional lawyer faces in representing a company in its formation stage and then examines the use of LLCs, both as operating entities and as vehicles for joint ventures.  The students analyze LLC laws on a comparative basis, work with key aspects of Operating Agreements, and confront fiduciary duty problems.  The first graded writing assignment synthesizes the topics addressed in the unit by asking the students to prepare a term sheet based upon, then review, comment on, and provide revisions to, a draft joint venture Operating Agreement provided by “opposing counsel.” 

The students then turn to the issues a company faces in its relationship with its entrepreneurial founders in contemplation of outside equity financing.  The materials include a comparative analysis of corporate laws, an overview of securities laws (emphasizing private issuance exemptions), fundamental intellectual property protection issues, as well as the tax, securities, accounting and contractual issues involved in equity inventive programs.  The students also examine the ethical issues faced by company counsel in dealing with the entrepreneurs separate from the entity.  The unit ends with the students receiving a set of terms and being directed to draft a Founders’ Stock Purchase and Restriction Agreement, using provided precedent, and to prepare a memo describing their approach to implementing the agreed-upon deal terms.

The final unit takes the client through an equity financing transaction.  Venture capital is used as an exemplar and the focus is on potential preferred stock terms.  While a wide range of contractual terms may arise in an equity financing, this unit focuses on preferred stock rights that are organic to the corporate form.  The students, therefore, review in detail the law and documentary approaches to dividend and liquidation rights, conversion and anti-dilution protections, redemptions and voting rights.  The final writing assignment presents the students with a term sheet and has the students review and comment on drafts of an amended and restated charter document and a Preferred Stock Purchase Agreement, and provide the revisions needed to conform them to the term sheet.  

Schedule
Business Planning I is designed to be taught by an experienced transactional lawyer who can lead the students to an understanding of the multiple areas of substantive law faced by the transactional practitioner as well as assist in the development of fundamental transactional lawyering skills.  In order to accommodate the schedule of an adjunct faculty member with an active practice, the course is usually scheduled for one three-hour class meeting per week.  Day and evening sections are offered each semester.

Grading
There are three graded writing assignments to be completed over the course of the semester, as described above.  The first assignment is only twenty percent of the course grade in order to give the students the opportunity to understand the course evaluation criteria and to adjust to feedback given on the first assignment.  The second and third writing assignments are each thirty percent of the course grade. 

In addition, twenty percent of the total grade is based on completion of the weekly homework assignments and class preparation and participation.  While the weekly homework is not individually graded, the students’ effort in completing those assignments is an important learning aspect of the course and is included in the participation grade.  The students are expected to treat each class session like a business meeting, which means that unexcused absences are penalized.  The students are to be on time and prepared.  There is no final exam. 

Upper Division Writing Requirement
This class satisfies the upper division writing requirement.

Section Capacity
In order to allow for active class discussion and to give the instructor the opportunity to provide feedback on the graded assignments at a level that a high quality corporate practice group would aspire to, each section of Business Planning I is limited to a maximum of fifteen students.

Course Materials

Business Planning: Financing the Start-Up Business and Venture Capital Financing, a casebook for the course, written by Professors Maynard and Warren, is available from Aspen Publishers and may be purchased by students at the LLS bookstore.