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LAW 1040: Venture Capital

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/.

Terms: Aut | Units: 3

Instructors: Bartlett, R. (PI)

LAW 1041: Venture Capital II: Starting and Running a Venture-Backed Company

(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.

Last offered: Spring 2017

LAW 1042: New Venture Finance

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).

Last offered: Winter 2018

LAW 1043: Blockchain and Cryptocurrencies: Law, Economics, Business and Policy

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.

Terms: Aut | Units: 4

Instructors: Strnad, J. (PI)

LAW 1045: Prediction and Complexity in Corporate and Securities Litigation

Success as an attorney and businessperson depends on the ability to predict outcomes in complex situations. Law school courses generally do not develop this skill set. The traditional "case method" asks us to understand how and why cases have been decided. I contrast, this course's "prediction method" challenges students to understand how and why cases yet to be decided will be resolved. The course addresses the academic literature related to prediction, and uses a series of case studies related to undecided cases currently on the US Supreme Court docket to develop student skills as predictors and analysts of complex litigation and transactional situations. This course is open only to students who have already taken and successfully completed a course on Corporate Law or Securities Regulation. Elements used in grading: Attendance, Class Participation, and Final Exam. 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 class will not be offered in 2020-2021.

Last offered: Winter 2021

LAW 1046: Deals in Hong Kong: Field Study

This is a travel course that is integrated into Deals I and Deals II. Students who take this course will have taken Deals I and Deals II in the same year. The course will have two elements. First, there will be two deals assigned to two groups of students, as is true of Deals II. Rather than meeting with the lawyers involved in those deals here at Stanford, as we do in Deals II, we will meet in Hong Kong. Students will complete their papers on these deals shortly following their week in Hong Kong. Second, we have a variety of meetings in Hong Kong in which we learn about transactions that are handled by lawyers and bankers there and more generally about business in that part of the world.

Last offered: Winter 2018

LAW 1047: Business, Social Responsibility, and Human Rights

Large corporations now routinely spend millions of dollars to protect human rights and the environment. Shell Nigeria builds hospitals and schools in the Niger Delta. Nike employs hundreds of inspectors to improve conditions for the factory workers who produce its shoes across Asia and Latin America. Technology companies such as Facebook have scrambled to fend off the threat of new regulation since the Cambridge Analytica revelations. Other examples abound, across industries and around the globe. "Don't be evil" (Google's former motto) may be one motivation for these companies, but something more mundane is also at work: many companies believe they will do well, financially, if they do good, ethically. This course examines questions that lawyers in large law firms, corporations, NGOs, and government agencies regularly confront: --How does business activity affect human rights and other "social" goods (such as the environment and community cohesion)? --What factors, internal and external to companies, shape corporate decisions that have human rights/social impacts? When does it serve a company's interest to take costly action to address human rights, labor, and environmental concerns? -- What tactics have activists used to shift public opinion, media frames, and the law, and thereby change companies' incentives? We will learn through seminar-style discussion, lectures, role play, and small group exercises. Several guest speakers with experience in business, advocacy, or in between will provide insights from their experiences on the ground. Special Instructions: Students have the option to write a long research paper in lieu of the final exam with consent of instructor. After the term begins, students enrolled in the course can transfer from section (01) into section (02), which meets the R requirement, with consent of the instructor. Elements used in grading: Class Participation, Written Assignments; Final Exam or Final Paper. Cross-listed with International Policy ( INTLPOL 358).

Terms: Spr | Units: 3

Instructors: O'Connell, J. (PI)

LAW 1048: Introduction to Commercial Law

Although definitions of commercial law vary, it generally concerns a business enterprise's contracts with its customers and suppliers (usually not with its investors or employees, and not relating to real property). This course surveys legal issues in contracts for the provision of goods, services and information; franchises and distributorships; commercial credit (including secured credit, sureties and guarantees, and letters of credit). Elements used in grading: Grades will be based on class participation, and either a final exam (section 01) or a final paper (section 02). 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.

Last offered: Spring 2019

LAW 1049: Corporate Governance

This seminar will focus on key topics in corporate governance. We will cover a range of legal and economic issues, including the following topics: hedge fund activism, gatekeeper liability, executive compensation, proxy advisory services, environmental, social, and governance ("ESG") investing, and independent directors. Each of these issues will be introduced by readings and presentations, but the classes will rely on student discussion and critical evaluation of the papers and positions we examine. Many classes will have guest speakers who are experts in the respective area. Students will have the opportunity to write reaction papers that critically analyze the required readings, and to analyze other corporate governance issues of their choice by working in groups. Elements used in grading: Evaluation will be based on reaction papers, class participation, and performance in the group project and presentation.

Last offered: Winter 2022

LAW 1050: Law, Business, and Policy Strategy in the Startup Economy

This seminar explores the intersection of legal, business, and policy strategy in the startup economy. The class operates along two concurrent paths: First, under faculty supervision, students will act as if they were outside counsel to a Stanford-affiliated startup, learning the business and personal goals of the founder(s) and spotting the relevant legal and non-legal issues. Students will use formal analytical frameworks, including legal research, business strategy, policy strategy, and design thinking, to craft a comprehensive review of the startup's position within the applicable regulatory and business environment, and will present their strategy recommendations to the founder(s) and a panel of faculty and outside experts. Second, students will engage in a case-based exploration of complex legal, regulatory, and ethical issues that often occur in early stage companies. Through focused case studies, students will be required to spot issues, analyze potential outcomes, and make defensible recommendations for legal and business strategy. Issues covered will include corporate formation and capitalization, entering regulated marketplaces, supply chain ethics, employment and culture, and multi-jurisdictional scaling. Elements used in grading: Attendance, Class Participation, Written Assignments. 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.