École de droit, Master Droit économique
Reporter, but will also have a distinct comparative law dﬁmension, drawing upon contrasts with European law and, in particular, with French law. Students will receive full copies of the Restatement as it stands to date, though for the atelier they will be asked to read only modest excerpts from it. Required reading : Readings will consist of (a) 2-3 court decisions (French and/or American) per class session and (b) selected portions of the ALI Restatement of the US Law of International Commercial Arbitration for each class session. ; Students will receive full copies of the Restatement as it stands to date, though for the atelier they will be asked to read only modest excerpts from it..
Teachers : Audrey ROHAN (Avocat). Prerequisite : Corporate and Finance Law course (M1) at Sciences Po, or comparable course elsewhere, or introductory level understanding of corporation law and ﬁnancial and accounting terminology. Pedagogical format : Workshop Course validation : Pass-fail on the basis of attendance and participation. Pedagogical method : Active participation by students in (i) seminar-style discussion and (ii) mock negotiation of a venture capital term sheet. Advance preparation of students is required, via assigned readings and online research before class. Course Description : The buzz today is all about « start-ups », but where do they get their money ? And on what terms do they get ﬁnanced ? Over the years since venture capital ﬁrms have been growing in size and strength in this private ﬁnancing marketplace, there has evolved a fairly standard range of terms and conditions under which a new company may be offered ﬁnancing from such ﬁrms. In this workshop, students will learn about the terms that are customarity available to an entrepreneur through a hands-on exercise of negotiating a term sheet in a mock venture capital ﬁnancing. The course will review and examine these various terms and conditions, through readings in texts and online sources, and the students will then be divided into a team of venture capitalists and a team of entrepreneurs, in order to negotiate and draft their own venture capital term sheet. Required reading : Venture Deals : Be Smarter Than Your Lawyer and Venture Capitalist (Second Edition), January 29, 2013, Feld and Mendelson ; Readings from other books and articles will be assigned..
CROSS-BORDER M&A TRANSACTIONS
Semester : Autumn Number of hours : 24 Language of tuition : English
Opened to the exchange program
Teachers : Barthélemy COURTEAULT (Avocat), Kate ROMAIN (Avocat). Pedagogical format : Elective Course Description : The purpose of this course if to study a typical cross-border M&A transaction and analyze all legal aspects thereof (structure of the deal, negotiation and drafting of contractual documentation, ancillary agreements, timing considerations, antitrust, labour law, etc.). The course is meant to be interactive with a high level of student participation through case studies, role play, etc. Its objective is not to provide a comprehensive overview of the applicable rules, but rather to focus on certain speciﬁc issues that a buyer, a seller and their respective advisors will face during the structuring, negotiation and implementation of an M&A transaction. Required reading : to be deﬁned.
DRAFTING AND NEGOTIATION FOR CORPORATE FINANCE : A CASE STUDY IN VENTURE CAPITAL
Semester : Spring Number of hours : 8 Language of tuition : English
DROIT BANCAIRE ET DES SURETÉS
Semestre : Printemps Nombre d'heures : 24 Langue d'enseignement : français
Enseignants : Hervé LE GUEN (Consultant, Banque de France), Sebastien NEUVILLE (Professeur de droit, Université Toulouse 1 Capitole). 1729