LAW 637: Structuring Venture Capital & Private Equity Transactions
This course will examine structuring issues confronted in venture capital and private equity transactions, including leveraged buy-outs. There will be a heavy tax emphasis, but relevant corporate law issues will be addressed as well. Topics to be considered will include: (1) tax and corporate law consequences of different entity structures (partnerships, limited liability companies, S corporations, C corporations), both for portfolio companies and for investment funds, (2) methods for reconciling the competing interests of entrepreneurs venture capitalists, and passive investors, (3) the tax effects of leverage and rules related to the deductibility of interest expense, (4) executive compensation (including stock options, restricted stock, stock appreciation rights, and more), (5) the tax consequences of financial distress (including cancellation of indebtedness income, limitations on the use of net operating losses, etc.) and (6) drafting considerations (i.e., an examination of corporate charters, partnership operating agreements, asset and stock purchase agreements, etc.). [3 credit hours]
