Career Focus:

Every MBA should understand how law affects business. In addition to serving as a Senior Lecturer at HBS, I am a retired Securities Litigation Partner at WilmerHale in Boston. I draw upon examples from my practice and have designed the course to develop legal literacy by honing instincts that will help business leaders avoid legal pitfalls, attain a competitive edge and promote long-term success. Expanding well beyond the basic legal concepts introduced in LCA, the course will refine students’ understanding of how law affects all aspects of business, and develop a deeper appreciation of how legal systems operate and how to operate within the boundaries of legal systems. In response to increased student interest in private equity, a module of the course focuses on contracts and understanding legal documentation relating to private equity transactions. The course will also explore legal issues involved in starting, joining or investing in start-ups and decision making from the time an entrepreneur conceives, starts to build and obtains financing through development of exit strategies. The course has a global perspective and should be of interest to both U.S. and non-U.S. students.

No prior legal training is assumed. Class discussion will be based on both business school cases and other materials including excerpts from judicial opinions, statutes, news reports and analysis, and actual deal documentation. Most of the classes will run the usual 80 minutes although a few sessions may be merged for deep dives into selected topics and interaction with class guests who will appear by Zoom or in the classroom.

Educational Objectives:

The course has four objectives:

• Explore the global legal environment, develop an approach to managing and maximizing the value of the corporate legal function, and analyze the dynamic nature of law;
• Develop literacy in: basic agency, contracts, legal documentation, torts, and the dynamics of litigation; explore intellectual property (IP), mergers and acquisitions (M&A), and the basics of bankruptcy; and examine contemporary issues in securities law, private equity transactions and regulatory responses to complex financial instruments;
• Enhance understanding of the legal life cycle of a start-up including structuring and financing issues, tax considerations, founder/investor conflicts, liquidity and exit issues; and
• Consider what’s customary and fair in various transactions and the communication challenges of translating legal advice and analysis into decision-ready advice managers can use.

Course Content and Organization:

• Day 1: Overview of the Course

Module 1: Contracts -- Basic & Complex

• Day 2: Contract Basics
• Day 3: What Does the Contract Say? What Does it Mean?
• Day 4: Complex Contracts: PE – Part I
• Day 5: Complex Contracts: PE – Part II
• Day 6: Contracts – Earnout Provisions

Module 2: Additional Building Blocks

• Day 7: Torts and Toxic Torts
• Day 8: IP – Patents and Patent Licenses
• Day 9: IP – Copyrights
• Day 10: Litigation and Litigation Strategy
• Day 11: Bankruptcy
• Day 12: Securities Law – What is a Security
• Day 13: Securities Law – Operating in the Securities Markets
• Day 14: Regulation of the Securities Market
  

Module 3: Starting & Growing Businesses

• Day 15: Breaking Away – Covenants not to Compete
• Day 16: Coming Together – Forming a Business
• Day 17: Choice of Organization
• Day 18: Financing a Start-up Company
• Day 19: Employers and Employees
• Day 20: Employment – Compensation
• Day 21: Break All The Rules? Uber/Airbnb
• Day 22: Break-down/Wash-outs: Downrounds
• Day 23: The Power of Contract: Downrounds Part II
  
• Day 24: The Start-up vs. The Incumbent

Module 4: Succession & Liquidity

• Day 25: Exit Strategies or Not
• Day 26: PE Exits
• Day 27: IPOs – Old and New
• Day 28: Fulfilling the Promise – Dealing with Lawyers and Course Wrap

The Legal Environment of Business: introduces the concept of law as incorporated in the legal systems of various countries, highlights differences among the major types of legal systems, develops approaches to managing the legal function and maximizing its utility; introduces the concepts of jurisdiction and the basics of litigation.

Contracts and Private Equity Documentation: Introduces contract law and builds on that introduction to develop an understanding of private equity deal documentation and the essential elements of the contracts underlying private equity transactions, including mergers.

Liability: Torts, Crimes, and Litigation over Major Transactions: explores the various types of liability and litigation encountered by businesses including basic torts and tort litigation, Merger and Acquisition litigation, IP lawsuits, antitrust suits, bankruptcy litigation, and criminal prosecution in the context of securities regulation and international white collar crime.

The Legal Environment for Entrepreneurship and Exit Strategies: explores the role of the legal systems in creating and sustaining a climate that facilitates entrepreneurial activity and the role of counsel in helping to launch, grow and protect new businesses. It considers the following stages in the life cycle of a start-up: Formation (pre-formation issues, different forms of business organization, NDAs, contractual arrangements and other legal protections for corporate assets and opportunities, and governance and control under VCs); Employment Relationships (certain legal aspects of developing, rewarding and retaining employees, including non-competition agreements, assignments of rights, and employment litigation); and Growth and Exits (strategies for maximizing the value of intellectual property, founder/VC disputes , wash-outs, and legal aspects of exit strategies, including PE exits and IPOs).

Grading:

50% of the final grade will be based on class participation and 50% on a self-scheduled final exam.

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