The course builds on students’ foundational knowledge of contract and corporate law, providing deeper insight into the legal, financial, and strategic considerations involved in private equity acquisitions and venture capital investments. It covers deal structuring, negotiation strategies, regulatory compliance, due diligence processes, and the drafting of key transaction documents, enabling students to understand both the theoretical framework and practical application of these transactions.

The reading materials will include primary sources such as subscription agreements and shareholders’ agreements, along with secondary readings and relevant case laws. While the introductory sessions will be lecture-based, with an emphasis on Socratic and seminar-style discussions, subsequent sessions will focus on developing students’ practical skills, particularly in drafting agreements and conducting negotiations.

The course will be structured as follows: (i) Introduction to the deal life cycle, (ii) Fundamentals of private equity and venture capital, (iii) Overview of key regulations, (iv) Due diligence, (v) Deal structuring and term sheet analysis, (vi) Anatomy of transaction documents (SPA, SSA, and SHA), and (vii) Negotiation strategies and commercial considerations.