Entrepreneurship Practicum

In the Entrepreneurship Practicum, students represent high-tech, startup companies that aspire to raise venture capital financing. Students will create the legal business entity, draft the initial employment agreements, help the company issue equity to the founders, transfer any intellectual property to the company, and perhaps negotiate and draft contracts with third parties or even a pre-seed financing. Students will help build the next great startup! The course work is focused on the counseling of emerging growth companies from initial formation through venture capital fund raising and beyond.The students will represent very early-stage companies with little or no funding. These clients lack the resources to pay for legal services.* The practicum will perform legal services on a purely pro bono basis. The practicum will carefully define the scope of engagement. For their legal needs beyond the scope of engagement, the clients will have to seek other counsel. We expect to find most of our clients within the UCLA ecosystem. We will select clients based on their appropriateness for our pedagogical goals. We expect most (perhaps all) of the clients to come from the UCLA startup ecosystem, which is a large and diverse group of programs designed to foster innovation at UCLA. We expect that the clients will not have significant funding and will not be companies that law firms would be likely to serve on a credit basis. During the course students will:

• Represent real clients who are creating a new business enterprise. We expect most or all of these clients to come from the UCLA ecosystem (such as the Anderson accelerator).
• Represent clients in the Emerging Company/Venture Capital (“ECVC”) arena. Learn how to communicate in a fast-paced environment with clients that are pressed for time and generally unfamiliar with the legal landscape in which they are growing their businesses. In addition to drafting corporate formation, founder stock issuance, and financing agreements, students will practice distilling complex concepts into short, understandable client communications. In learning these skills, students will be required to think critically about: (i) providing clients with business solutions rather than simply spotting issues, (ii) balancing risk mitigation versus risk elimination, (iii) understanding the client’s leverage position when negotiating deals with more established entities with greater resources, and (iv) the possibility of jeopardizing transaction closing by prolonging negotiations to win points of modest importance.
• Develop a working understanding of the various areas of law other than corporate and securities that are interwoven into the ECVC practice, including labor and employment, executive compensation, intellectual property, and corporate tax.
• Learn to speak authoritatively about business and market trends in financings and other transactions both in negotiating with opposing counsel and educating clients.
• Become conversant with the terminology used in the ECVC ecosystem, including financial concepts and principles.
• Reflect on their fieldwork through class discussions. Students should expect to spend approximately 16 hours per week on practicum-related work. Because of the variability of client needs and court deadlines, some weeks may involve a heavier workload.