| Foundations of Equity Fundraise

This course is a foundational course in private equity and venture capital transactions. It is the next  step to corporate law courses taught in a law school. Students enrolling into this course should have  finished their compulsory corporate law courses. Given the robust private equity/ venture capital  environment in the world today, corporate lawyers (even the junior-most of them) are required to know  and understand the basics of fundraising. This course would introduce the students to the fund-raising  process and the lawyer’s role in navigating through it. I have approached this course with one question  in mind: “What would I like an associate assisting me at a law firm know, so that while helping me on  deals she will be a force multiplier?”

The template of a term sheet for an equity fundraise will form the basis of most of the discussion and  analysis. Students will also be exposed to the formats for share subscription agreement, shareholders’  agreement, employment agreements and corporate secretarial documents for such a fundraise. The  terms of a standard term sheet will be discussed in some detail and thereafter be mapped to the  remaining agreements and documents mentioned hereinabove. The course is designed to provide an  introduction to the terms of an equity fundraise and will encourage the students to think through the  motivations of the parties (i.e. the new investor, existing investor, investee and promoters of the  investee) for negotiating each of the terms. Since this course is an introductory course to fundraising,  nuances of drafting, reviewing and negotiating the agreements mentioned hereinabove have been  excluded.