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This course is designed to give students real world experience in the corporate dealmaking process, from the decision to pursue a strategic transaction, to first contact between the parties and drafting and negotiating the definitive documents that memorialize the transaction. Over the course of the quarter, we will break down the primary documents of strategic transactions/M&A with a view to developing a fundamental understanding of how those components interact with the overall business deal. You will analyze and learn to understand how and why the key provisions of these transaction agreements are negotiated, bearing in mind client goals and interests and the allocation of risk negotiated among the deal parties. We will also discuss the intangible aspects of dealmaking that are just as critical to successful transactions. Specifically, we will discuss the financial, professional, and personal motivations of various deal parties and the psychology and tactical dynamics of a deal process. We will also have guest speakers from time to time to provide their perspectives on the topics discussed in class. As strategic transactions take place throughout the quarter, we will also stop to dissect these real-world examples in real time to provide informative case studies. Elements used in grading: Attendance, class participation, final exam.

This course is a basic introduction to the principles of finance. It will prepare you for the 3-credit version (Corporate Finance 1009) and introduce you to principles of valuation that are useful in everything from family law to settlement negotiations over civil disputes. The course provides a framework for answering the basic question: how much is this firm (or project) worth? We will cover topics such as: earnings, cash flows, income statements, interest rates, time value of money, risk and return and the cost of capital. No prior knowledge of finance or fancy math skills will be assumed. The course will consist primarily of on-line modules and problem sets that you will complete on your own and in small groups. We will have "live" class sessions to discuss the application of these principles in a legal setting and to hear from lawyers, investors and policy makers how finance has been useful in their careers. There will be weekly problem sets and you will get experience with building a simple excel spreadsheet that will help you estimate the value of a potential new project. There is a final project where you are asked to value a company and present your teams' findings to the class. On-line component. Elements used in grading: Written Assignments, Final Project. Participation.

(Formerly Law 487) This course provides a framework to understand how uncertainty and technology affect the evolution of finance (and businesses generally), with heavy emphasis on recent developments and future trends. In recent years Myron Scholes has given about half the lectures with the other half given by prominent guests. The guest list changes year to year but 2017's list included David Booth, Katie Hall, Howard Marks, James Manyika, George Osborne, Kevin Warsh, Tom Kempner, and Larry Summers. Jeremy Bulow may replace Myron for a small number of lectures. Special instructions: LAW 1037 is limited to 15 law students. If more than 15 law students enroll, a lottery will be run to determine the final class list. Elements used in grading: No Exam. Participation 50% Projects/Papers 50%. Mandatory attendance. Absences impact grade. Cross-listed with Graduate School of Business ( MGTECON 343).

This 2-credit course will examine vast changes driven by innovation both from within traditional finance and from new ecosystems in fintech among others. Breathtaking advances in financial theory, big data, machine learning, artificial intelligence, computational capability, IoT, payment systems (e.g. blockchain, crypto currencies), new products (e.g. robo advising, digital lending, crowd funding, smart contracts), new trading processes (e.g. algorithmic trading, AI-driven sales & trading), and new markets (e.g. ETFs, zero-cost products), among others are changing not only how financial and non-financial firms conduct business but also how investors and supervisors view the players and the markets. We will discuss critical strategy, policy and legal issues, some resolved and others yet to be (e.g. failed business models, cyber challenges, financial warfare, fake news, bias problems, legal standing for cryptos). The course will feature perspectives from guest speakers including top finance executives and Silicon Valley entrepreneurs on up-to-the-minute challenges and opportunities in finance. Elements used in grading: Class Participation, Attendance, Final Paper. Cross-listed with Economics ( ECON 152/252), Public Policy ( PUBLPOL 364), Statistics ( STATS 238).

This seminar is designed as an introduction to mergers and acquisitions litigation. The course provides both a practical and doctrinal perspective on M&A-related litigation and relies heavily on readings and issues derived from practice in the Delaware courts where much contemporary deal litigation occurs. Students will be asked to apply cases and legal principles in various practical situations that may arise in a transactional litigation practice. Familiarity with basic corporate law principles is assumed. Classes and readings. The first segment of the course will introduce basic doctrinal principles of M&A law and provide an introduction to the litigator's role in the transactional setting. The remaining sessions will revolve around two detailed M&A case studies, with seminar members divided into group roles. The first week of each case study will involve the negotiation and structuring of an M&A transaction. The second week will involve litigation relating to the transaction. As part of the case studies, students will negotiate a transaction, advise their client, take depositions, write briefs and present oral argument. Reading for the case studies will include case scenarios, supporting materials, and additional relevant case law and articles. Written assignments and grading. Students will be expected to write a final paper, in addition to the brief they will write in connection with their assigned case study. Special Instructions: After the term begins, students accepted into the course can transfer from section (01) into section (02) which meets the R requirement, with consent of the instructor. Students taking the seminar for R credit can take the seminar for either 2 or 3 units, depending on the paper length. Corporations ( Law 242) is a prerequisite. Elements used in grading: Attendance, class participation, brief writing/oral argument, and paper. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available on the SLS website (Click Courses at the bottom of the homepage and then click Consent of Instructor Forms). See Consent Application Form for instructions and submission deadline. Please note that due to scheduling issues this quarter, class will not meet on April 6 or 13, or May 18, and makeup classes will be scheduled.

This class examines the economics of U.S. venture capital finance and the contract structures that are used to achieve these economics. Special attention will be paid to developing pro-forma financial models that analyze how various contract provisions affect investor and founder cash flows. Among other things, students will study how VC contract provisions are designed to protect investors from economic and voting dilution, how they allocate merger consideration in an acquisition of a VC-backed startup company, and how they can be used to incentivize subsequent investment by a company's VC investors. Students will complete several "modeling" exercises (using Microsoft Excel) throughout the semester that cover common modelling tasks expected of lawyers working in VC finance. Access to Microsoft Excel is required for this course. The course is open to Graduate School of Business and other non-law students with permission of the instructors. See Non-Law Student Registration at https://law.stanford.edu/education/courses/non-law-students/.

(Formerly Law 401) This class will focus on the legal and non-legal tactical details of entrepreneurial endeavors. The legal specifics of corporate formation, tax, and contracts are well covered by a variety of other courses at the Law School and will only be reviewed briefly in this course. Instead, the course will examine the life stages (formation, financing, execution, and exit) of a venture-backed company from the entrepreneur's perspective. Students who are interested in either starting companies or working with startup founders as their legal counsel will solidify their foundations in this course. There will be no textbook -- course materials will include PowerPoint slides, readings from various entrepreneur and venture capital blogs, sample business plans, and other sources. This course is limited to 14 students. Those students who have taken VC I receive priority in enrollment. Prerequisites: A modest background in financial analysis or the use of Excel, such as might be obtained from any of the introductory finance courses in most undergraduate curriculums or the handful of similar graduate classes at Stanford (such as QM Finance) is strongly recommended for this course. Venture Capital I will also be helpful but is not a prerequisite. Elements used in grading: Class participation (20%), and a 60 minute oral business plan presentation with accompanying slide deck and written materials (80%). CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available on the SLS website (Click Courses at the bottom of the homepage and then click Consent of Instructor Forms). See Consent Application Form for instructions and submission deadline.

This is a practice-oriented business law seminar designed to provide students with an understanding of the legal, business, financial and practical issues that arise in advising venture capital-backed and emerging growth companies through the typical stages of their development and common transactions. The seminar will cover selected corporate, securities and tax issues in areas such as business entity formation, corporate organization and governance, venture capital financings, employee benefits, acquisitions and initial public offerings, with an emphasis on practical solutions and business realities. The goal of the seminar is to provide students with a window into the daily life of a typical Silicon Valley-style corporate attorney. Students are required to complete a number of assignments, participate in a negotiation exercise, participate in class discussions and sit for an exam. There will be required readings for each session that include a range of materials. Some sessions will include guest speakers. This course is taught by Mark Reinstra (JD '92), a partner at Wilson Sonsini Goodrich & Rosati. Mark represents emerging growth companies in substantially all facets of their corporate lives, from incorporation, financings, strategic transactions and, ultimately, liquidity events. Elements used in grading: Students will be evaluated on class participation/assignments, negotiation exercises and a final exam (In-School Essay - closed book).

Blockchain and cryptocurrency technologies have spawned an extensive and rapidly growing set of businesses along with a corresponding rapidly expanding need for lawyers and regulators with the required expertise. This course provides core background for legal, policy, or business work in the field by nurturing three areas of understanding: (1) the technologies themselves; (2) the scope and nature of business applications; and (3) the pertinent legal and regulatory structures with particular emphasis on securities regulation aspects. Elements used in grading: Exam.