Venture Capital and the Dual Fiduciary

This course introduces students to the business and legal/governance issues in venture capital. We will begin with the role of venture capital in the broader US economy, who the players are in the ecosystem and how venture capital funds are raised and managed. We will then have a series of modules through which we'll understand how venture capitalists structure deals (including a full understanding of the economic and governance issues associated with a term sheet). We will dive into the role of the board post-investment, with a particular emphasis on the fiduciary duties (often conflicting) of the board in governing a venture capital financed business. In particular, we will look at the role of the board in financing activities, M&A activities and various special situations. The course will utilize case law as well as various articles and case studies to articulate the potential governance issues boards may encounter. We will focus on practical applications of the rules to real-world situations, with the goal of preparing students post-graduation to be able to properly advise venture-backed boards on how to successfully navigate many of the governance challenge. This class will meet the first five weeks of the quarter (September 25 to October 23). Elements used in grading: Attendance, Class Participation, Written Assignments.