Legal Aspects of Entrepreneurship

Course Number 1540

Senior Lecturer Lena G. Goldberg
Senior Lecturer Robert Pozen
Fall, 29 Sessions
Exam

Career Focus

This course is designed for students who want to start, join or invest in a start-up or new business at any time during their career. Its goal is to develop an understanding of the legal concepts that are an integral part of decision making from the time an entrepreneur conceives, starts to build and obtains financing from angels and VCs for a new company, through development of exit strategies for that company. Particular emphasis is placed on maximizing the value of intellectual property in knowledge-based industries. The course should have particular appeal to students considering careers in high tech, biotech, telecommunications, media and entertainment, venture capital, financial services and pharma.

No prior legal training is assumed. Class discussions will be based on business school cases and supplementary materials such as excerpts from relevant statutes and regulations, court decisions and news reports and analysis. Students in the JD-MBA program are welcome to take this course but may find Law School courses with a more in-depth analysis of particular topics covered.

Educational Objectives

This course has four objectives. First, it will help students understand how law can facilitate or impede business transactions. Second, it will provide an overview of the basic corporate, fiduciary, contract, intellectual property, employment and securities law issues encountered by start-up and early stage companies. Third, it will discuss how intellectual property can be used as part of a company's overall strategy to create or protect a market for products and services. Finally, it will discuss approaches to the communications' challenges of translating legal advice and analysis into business language. The course will develop tools for using legal concepts effectively, managing the legal function and maximizing the returns from interactions with counsel.

Course Content and Organization

The course is organized around the following four modules. Prof. Lena Goldberg will teach all of the modules except the module on Maximizing the Value of Intellectual Property, which will be taught by Prof. Robert Pozen.

Formation and Financing explores the different forms of business organization, effective use and management of counsel, contractual arrangements among founders and legal protections for corporate assets and opportunities, MACs and MAEs, fiduciary duties, critical legal terms of financing arrangements, ensuring that the documents match the deal, and governance and control under VCs.

Maximizing the Value of Intellectual Property covers patents, trade secrets, trademarks and copyrights and integrates materials on competitive strategies and economic incentives with legal materials.

Employment Relationships discusses legal aspects of developing, rewarding and retaining employees, including terms of employment contracts, compensation arrangements, rights of employees at will, non-competition agreements, creating a respectful workplace and employment litigation.

Expansion, Disputes and Exits examines legal issues parties should consider in deciding whether and how to expand a business, disputes that may arise between founders and VCs or other investors, and exit strategies including sale, combinations and public offering.

Course Requirements

There is no paper for this course.

Grading will be based equally on the final exam and class participation.

Contact Information

Lena G. Goldberg - lgoldberg@hbs.edu
Senior Lecturer