Donald Rocap : Courses and Seminars
Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions
This course covers tax, legal, and economic principles applicable to a series of interesting, complex, current entrepreneurial transactions, utilizing venture capital or private equity financing, including (1) new business start-up, (2) growth-equity investment in existing business enterprise, (3) leveraged buyout of private or public company (including going-private transaction), (4) use of flow-through tax entity such as S corporation, partnership, or LLC for variety of venture capital or private equity financed transactions, (5) devising equity-based executive compensation program, (6) private equity financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled company’s NOL after restructuring, (7) devising exit scenario for successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sale, sale of company, or merger of company into larger enterprise), and (8) forming new venture capital, LBO, or private equity fund. Substantive subjects include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines, as well as accounting rules and practical structuring issues (including use of common and preferred stock, subordinated debt, convertible debt, convertible preferred stock, warrants, and options), all reviewed in a transactional context, and with discussion of their policy underpinnings and likely future evolution. No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, and knowledge of corporate law, securities regulation, bankruptcy, and accounting helpful. However, the course book and the course book appendix contain adequate discussion and supplemental precedents for an understanding of the material covered by the course. The grade is based on a final in-class examination.
Jack S. Levin, Donald Rocap