Spring 2019 Course Schedule

Venture Capital/Private Equity (LAW-874-001)
Michael Messersmith

Meets: 03:00 PM - 05:50 PM (W) - Yuma - Room Y116

Enrolled: 24 / Limit: 40

Administrator Access


There are no notices at this time.


This course covers the legal and financial aspects of structuring venture capital and private equity transactions, including early stage venture capital investments and start-up companies, growth equity investments in later-stage companies in preparation for an IPO or sale of the company, leveraged buyouts/acquisitions of private and public companies (including the structuring of the equity and debt financing to fund the acquisition as well as the form of the acquisition itself), the use of partnerships and LLCs, equity compensation arrangements, the formation of private equity funds and other investment partnerships such as hedge funds, the use of offshore entities and tax havens in fund structuring and investing, restructuring troubled portfolio companies, and exit strategies for investors in private equity and venture-backed companies (including taking the company public (IPOs), company mergers and sales, and dividend recapitalizations). VC and PE transactions represent a broad range of transactions encountered by a corporate lawyer in a transactional practice, and emphasis will be placed on understanding the issues that commonly arise in structuring, negotiating and documenting private equity investments and acquisitions in a transactional setting.

Prerequisites: Business Associations (Law 611) or equivalent course.

Textbooks and Other Materials

The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.

There is no required textbook for this course. I will post reading assignments to the course’s webpage on MyWCL (“posted materials”) prior to each class, which will include reading materials, PowerPoint slides for class presentation, class exercises, transaction agreements, and other course materials. Please check the course webpage every week in advance of class. Note that any transaction agreements assigned should be read for familiarity and function in preparation for class discussion (and not for comprehensive recall). I may revise the syllabus to adjust to the pace of the class or to incorporate material reflecting relevant developments in the law during the semester. All assigned reading and other homework assignments must be completed before each class.

First Class Readings

Read posted materials.


Use your MyAU username and password to access the syllabus in the following format(s):