Law, Management and Entrepreneurship

Law, Management and Entrepreneurship

Course Number 1540

Senior Lecturer Lena G. Goldberg
Fall; Q1Q2; 3 credits
X-Schedule: 1:15-3:15
25 Sessions
Exam

This full course replaces the following two short courses previously offered: Legal Aspects of Management (LAM) and Legal Aspects of Entrepreneurship (LAE)

Career Focus

This course is designed to develop the legal literacy of MBA students by honing legal instincts that will help business leaders avoid legal pitfalls, attain a competitive edge and promote long-term success. Expanding well beyond the basic legal concepts introduced in LCA, the course will refine students' understanding of how law affects all aspects of business, and develop a deeper appreciation of how legal systems operate and how to operate within the boundaries of legal systems. A major module of the course focuses on starting, joining or investing in a start-up or new business at any time during your career and explores decision making from the time an entrepreneur conceives, starts to build and obtains financing from angels and VCs through development of exit strategies. The course has a global perspective and should be of interest to both U.S. and non-U.S. students.

No prior legal training is assumed. Class discussion will be based on business school cases and supplementary materials including excerpts from judicial opinions, statutes, and news reports and analysis. This course may be suitable for students in the JD-MBA program.

There will be 25 classes, 18 of which will run the usual 80 minutes from 1:15 to 2:35; the remaining 7 classes will use the 40-minute expanded time period (1:15 to 3:15) for deep dives into selected topics and interaction with class guests including prominent attorneys and entrepreneurs.

Educational Objectives

The course has four objectives: first, to explore the global legal environment in which business operates, develop an approach to managing and maximizing the value of the corporate legal function and analyze the dynamic nature of law; second, to develop literacy in: basic agency, contracts, torts, employment law, and the dynamics of litigation; explore: intellectual property (IP); mergers and acquisitions (M&A); antitrust; white collar crime; bankruptcy; and examine contemporary issues in securities law, including cross-border transactions, private equity transactions and regulatory responses to complex financial instruments; third, to enhance students' understanding of the legal life cycle of a start-up including structuring and financing issues, tax considerations, IP, employment and securities law, liquidity and exit issues; and fourth, to consider what's customary and fair in various transactions and the communications' challenges of translating legal advice and analysis into decision-ready advice managers can use.

Course Content and Organization

The course is organized around three modules.

The Legal Environment of Business and Core Concepts: introduces the concept of law as incorporated in the legal systems of various countries, highlights differences among the major types of legal systems, develops approaches to managing the legal function and maximizing its utility; and discusses basics and contemporary issues in jurisdiction, contract law, contracts without borders, the expansion and limitation of fiduciary responsibilities, torts, tort litigation and tort reform, and evolving laws affecting the employer-employee relationship.

Transactions, Private Lawsuits, Government Regulators, and Criminal Prosecutions: explores the legal aspects of major transactions, including M&A and private equity (PE) transactions, and considers private litigation in the context of IP lawsuits, antitrust, bankruptcy litigation, and criminal prosecution in the context of international white collar crime and international conventions to combat cybercrime. Securities regulation, registration and disclosure obligations, and liability for securities violations both in the U.S. and abroad are also discussed.

The Legal Environment for Entrepreneurship: explores the role of various countries' legal systems in creating and sustaining a climate that facilitates entrepreneurial activity and the role of counsel in helping to launch, grow and protect new businesses. It considers the following stages in the life cycle of a start-up: Formation and Financing (pre-formation issues, different forms of business organization, NDAs, contractual arrangements and other legal protections for corporate assets and opportunities, critical legal terms of financing arrangements with angels and VCs, and governance and control under VCs); Employment Relationships (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); and Growth and Exits (strategies for maximizing the value of intellectual property, mergers, strategic alliances and sales of assets, founder/VC disputes, wash-outs, and legal aspects of exit strategies, including PE exits and IPOs).

Grading

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

Contact Information

Lena G. Goldberg - lgoldberg@hbs.edu
617-495-6208