Course Law, Entrepreneurship and Innovation - Law 633D
Instructor Lawrence Hecker
Email heckyes@hpzlaw.com
Coteachers:
Units 3 (Graded)
Prerequisites:

Prerequisites:  Business Organizations and one of the following: Patent Law; Trademark and Unfair Competition; Federal Income Tax, Corporate Tax, Partnership Tax; Corporate Finance, Copyrights, Business Planning. 

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.

 

Only Applications submitted by Friday, April 10, 2015, 5:00 p.m. will be considered.  Please see application instructions at this link:

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:

Students interested in this course would also benefit from Mergers and Acquisitions, Securities Regulation, and Bankruptcy Law. 

 
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  
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 venture teams 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 their "client" venture teams at the McGuire Center.  In addition, some students may work with lawyers assisting start-up companies from the Arizona Center for Law and Innovation.  Toward the end of the fall semester, students may apply to work with local lawyers to assist 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 a consortium of business lawyers in the community who will be representing the start-ups on a pro bono basis.  In order to receive 2 units of credits, students must perform a minimum of 100 hours of work.  

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 their McGuire clients 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

At a minimum, students will be asked to draft an Engagement Letter with a Pre-Formation Agreement for their assigned McGuire "clients." 

 
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 for application instructions.

Students who plan on taking the February Bar are welcome to apply. In the spring semester, students who are taking the February Bar will not participate in this course until after the bar exam.

 
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