Vanderbilt Law School Background Image

Course Information

Venture Capital

This course examines structuring issues confronted in venture capital and private equity transactions, including leveraged buy-outs. There is a heavy tax emphasis, but relevant corporate law issues are addressed as well. Topics to be considered 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); (5) the tax consequences of financial distress (including cancellation of indebtedness income, limitations on the use of net operating losses); and (6) drafting considerations (i.e., an examination of corporate charters, partnership operating agreements, asset and stock purchase agreements).

Recommended: Completion or Co-enrollment in Federal Income Tax or Corporate or Partnership Tax.