| Equity Transactions – The Angel Wears Prada`

The course is proposed to be a practical/ clinical course on the journey of an equity transaction (PE/ VC/ Private M&A), with a focus on the nuances of the language / drafting involved. The course is intended to be a stand-alone course, where the course has been designed such that an in-depth knowledge of corporate law would not be a pre-requisite for the students taking it. The course shall be open to both 3^rd Year and 4^th Year BA. LLB (Hons) students.

While the course may possibly build-upon/ relate to previous courses taken by others in the Academic Year 21-22 (such as Essential Frameworks for a Corporate Transactional Lawyer, PE & VC Financing, Foundations of Equity Fund Raise, etc.), the idea of this course is to be a practical and clinical course focussing on drafting (and the commercial nuances of the transaction documentation).

The course shall trace the life cycle of an equity transaction, covering termsheet to funding from the lens of the relevant transaction documentation. While initial lectures shall focus on providing background to equity transactions and what distinguishes it from other transactions, whereas the bulk of the course is designed to delve into the language of the transaction documents i.e. the term sheet, the share purchase/ subscription agreement and the shareholders’ agreement. The course will involve both the classic classroom teaching method and practical drafting/ discussions of transaction documentation for each clause. Our idea is to outline each material clause or inter-related set of clauses (a module) in the classroom sessions (which will focus on the language, contractual interdependence of such module with other clauses/ modules and commercial rationale of such clause/s), which may then be followed by a clinical session focussing on practically drafting/ discussing iterations on such clause/s led by the students. The practical/ clinical part of the course will involve redacted documentation used in actual transactions, as well as simulated client-attorney / attorney-counterparty discussions on such clauses.