CourseAdvanced Law and Entrepreneurship - Law 633G
Instructor Lawrence Hecker   View Faculty Page
Emailheckyes@hpzlaw.com
Units 2 - Pass/Fail
Prerequisites:

NOTE:  Law, Entrepreneurship, and Innovation is a year-long course open only to 3Ls and with a limited number of seats.  Instructor permission is required.  Spring semester is for continuing students only.

On your transcript, this course will appear as two courses:


1.  Fall semester course:  3 units, Law, Entrepreneurship, and Innovation, graded


2.  Spring semester course:  2 units, Advanced Law Entrepreneurship, and Innovation, pass/fail.

 
Recommended Courses:  
Overview

The intersection of law, entrepreneurship, and innovation is an emerging field of study. This course explores the legal issues faced by start-up businesses and the dynamics of entrepreneurial finance, including venture capital.   In the fall, all students participate in a simulated law firm, advising the entrepreneurship teams participating in the McGuire Entrepreneurship Program.  Students develop skills in the following areas:

1.  Analysis of ethical issues

2.    Understanding of  business plans and  development of founders agreements (including selection of the optimal business structure);

3.  Formation and capitalization of a company, including tax implications and securities regulations issues;

4.  Identification of intellectual property issues, including patents and trade secrets (protecting inventions), as well as intellectual property supporting marketing strategies (including trademarks), and technology licensing;

5. Business negotiations strategy; and

6. Client communications and management. 

The experience law students will gain through the course will make them uniquely qualified for positions in the high-technology sector and in representing start-up companies generally.

 

 
Materials

Maynard and Warren, Business Planning, Financing the Start-Up Business and Venture Capital Financing, Aspen.

 
Course Format

Fall Semester:  This course is the first of a two semester set of courses associated with the McGuire Entrepreneurship Program and the Arizona Center for Innovation.  Students in this semester will examine legal issues relevant to establishing and developing a start-up company.  Students will draft basic business formation agreements and documents as well as client memos.  The second semester will build on the first semester's work. During the first semester, students will work with McGuire teams of students in assisting them, through the simulated mock law firm, with the legal issues involved in the start-up companies the McGuire teams will be developing. Each student will serve as "lead counsel" to a McGuire team and will be the gatekeeper for its legal issues.  Students must commit to both fall and spring (2 units, pass/fail) to participate in the fall course.

Spring Semester:  In the second semester, most students will continue working with the Law and Entrepreneurship teams at the McGuire Center; some students will also work with lawyers assisting start-up companies from the Arizona Center for Law and Innovation.  Toward the end of the fall semester, Professors Hecker and Beckmann will consult with students and accept applications from students interested in working with lawyers working with start-ups from the Arizona Center of Innovation (AzCI).   Students who work with start-up companies associated with ACI   http://azinnovation.com/about will work under the supervision of Adj. Prof. Gabe Beckmann and a consortium of business lawyers in the community who will be representing the start-ups on a pro bono basis.  

Gabe Beckmann is the former head of the transactional practice group at Lewis & Roca, Tucson. He has been serving as an “Industry Advisor” to our Business Law Society since it was formed.   AzCI’s stated mission is “to help inventors turn innovation into successful businesses. The University of Arizona is committed to transferring the ideas of its researchers and students out of the laboratories and classrooms and into the market. AzCI is a vital link in the continuum of translating these rich technologies into enterprises that create jobs and maintain talent in the state.”  

 The Arizona Center for Innovation will identify start-up companies that need legal assistance.  Gabe Beckman will work to link individual students with individual consortium attorneys who assist the Center;  and will be assigned to work on specific projects with individual attorneys, giving students a bird’s eye view of the initial legal work required for start-ups in the high-technology sector.  

This will be the second year students from the fall course will have the opportunity to apply to work with AzCI start-ups.  Because we do not know how many requests AzCI will submit for assistance, we are not sure how much work will be generated. All students who sign up for Law, Entrepreneurship, and Innovation in the fall should be prepared to continue working with McGuire Entrepreneurship teams in the spring; those who apply and are accepted to work with AzCI consortium attorneys representing start-ups in the spring may be assigned to continue to do some work in connection with McGuire Entrepreneurship teams, and some work with AzCI consortium attorneys.

Students will participate in document drafting exercises and will draft client memos outlining various legal issues and strategies to address them.

 

 
Written Assignments

Students will draft and be graded on a client engagement letter and Pre-Formation Agreement for their McGuire teams.

 
Type of Exam

None.

 
Basis for grading

Course grade is based on written and oral assignments and class participation.

Over the course of both semesters, students in each track will develop skills in and be evaluated on performance in the following areas:

 1.  Analysis of ethical issues

2.   Understanding of business plans and development and drafting of founders and other agreements and documents (including selection of the optimal business structure);

3.  Formation and capitalization of a company, including tax implications and securities regulations issues;

 4.  Identification of intellectual property issues, including patents and trade secrets (protecting inventions), as well as intellectual property supporting marketing strategies (including trademarks), and technology licensing;

5. Business negotiations strategy; and

6. Client communications and management. 

 The experience law students will gain through the courses will make them uniquely qualified for positions in the high-technology sector and in representing start-up companies generally. 

 
Additional Comments

Students must apply to participate.  See Prerequisites Section above, and application instructions below.

 
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