Georgia Tech

Scheller College of Business

Legal Issues in Technology Transfer

MGT 6799 TSA & MGT 6799 EM
ME 6799 TSA
BMED 6799 TSA
Arn Rubinoff Attorney at Law
E-mail - arn.rubinoff@ scheller.gatech.edu or [email protected]
Phone: (404) 817-0522
Office Hours: Monday and Wednesday 12:30 p.m. to 1:25 p.m. and Monday 7:30 p.m. to
8:30 p.m. and Wednesday 4:30 p.m. to 5:00 p.m. and by appointment at such other
mutually agreeable time by request Scheller COB Room # 4271/460C (a map to
locate the Professors office can be found on page 9 of this Syllabus)
Fall 2016 Classroom 300
Class Meeting Time: Mondays 4:35 p.m. to 7:25 p.m. CRN 81888, CRN 86044, CRN
84373, CRN 84591

SYLLABUS
1. Overview

This course will focus on the legal and business issues that a new technology company faces
from creation until an IPO. Among these issues is how best to capitalize on the technology
developed by your company, including the transfer of technology and the use of technology as a
capital asset in connection with venture capital funding and mergers and acquisitions. This class
will demonstrate how technology transfer may take many forms as your company grows. The
purpose of the class is to make you aware of what issues may arise in the course of the growth of
your business and when and why such issues may arise. Anticipating and expecting various
legal and business issues during the different phases of your business growth can save you
valuable time and money in an industry where those things matter more than anywhere else.
Being strategically prepared to address these issues will cause you to better execute when these
issues arise. There will be no exceptions to the policies set forth in this syllabus. Students are
encouraged to contact the Professor if they are having difficulties with the course or require
additional assistance.

2. Class Attendance and Preparation

The professor will often suggest specific reading material based on the subject matter of the class
lecture. The class will meet Mondays from 4:35 p.m. to 7:25 p.m. Regular attendance and
participation in class are important (see discussion below under the topic heading Grading-Class
Attendance). I encourage students to participate in class discussions voluntarily, as class
discussion will be an important element of the class. As discussed in greater detail below in this
syllabus under the topic heading Grading-Class Participation Points, the Professor will
consider class participation in computing a students final grade in the course and grade
adjustment points may be awarded by the Professor to increase a students final grade in the
course for class participation.
Since this is graduate level course and students should expect to learn from one another as well
as from the Professor, each student has the responsibility to attend class and to actively
participate in classroom discussion. Class attendance without active participation in class
discussion is not sufficient to receive any final grade increase points for class participation as
discussed below in this syllabus under the topic heading Grading-Class Participation Points.

Each week each student should be prepared to be randomly called upon to make a ten minute
verbal presentation on the three or more articles or material they selected for their Weekly
Paper (see Weekly Synthesis of Articles under Grading and Course Requirements below in
this syllabus).

3. Reading Assignments:

Text: A course reading packet (the Course Reading Packet) containing a list of articles and
other material acts as the textbook for the course. This Course Reading Packet is posted in T-
Square. The articles and material under each class in the Course Reading Packet are the articles
and material a student should read prior to attending that respective class.

Supplemental Reading: The Wall Street Journal and The Financial Times

T-Square (http://t-square.gatech.edu) should be checked prior to each course meeting for

supplementary reading and handout material.

4. Student Honor Code/Academic Honesty

Adherence to the Student Honor Code is expected. The Georgia Tech Academic Honor Code is
explained in detail at in the GIT General Catalogue or at www.honor.gatech.edu. Any instance of
suspected academic dishonesty (e.g., plagiarism; cheating on an examination) will be referred to
the Office of the Dean of Students and the Georgia Tech Office of Student Integrity for
disciplinary action. If you are unfamiliar with what actions are considered plagiarism, it is your
duty to familiarize yourself with avoiding it now (for example, a guide for students at the
University of Toronto is given at http://www.utoronto.ca/writing/plagsep.html and may be
helpful to you in understanding what constitutes the offense).

5. Electronic Media Forbidden

As this is a graduate level course comprised of students who are serious about their education I
am reluctant to even say the following, however, for the sake of clarity I want everyone to be
aware that laptop computers, tablets, cellphones and PDAs (and their like) are forbidden, and
may not be used during class time (except as otherwise permitted by the Professor). Students
violating this policy will have five (5) points deducted from their final grade in the course per
each violation. The Professor strongly urges students unwilling to comply with this policy to
drop the course. The class format is for you to take handwritten notes. Please bring to class
notepads in which you can write class notes and pens and pencils to write those notes.
CELLPHONES MUST BE TURNED OFF AND PUT AWAY DURING CLASS.

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Audio or video recording of class sessions is not permitted.

6. Grading and Course Requirements

Grading-Weekly Synthesis of Articles and Final Project and Class Participation

Weekly Syntheses of Articles or Material:

Each week prior to that weeks class each student will (i) synthesize and compare and analyze at
least three articles or material selected by the student from the articles and material contained in
the Course Reading Packet for that class (the articles and material for each class are located
under that class in the Course Reading Packet), and (ii) prepare a three to four page paper [line
and one-half spacing, 12 point font, one inch borders] (the Weekly Paper) which synthesizes
and compares and analyzes those three articles or material. The Professor will randomly call on
approximately five students per class who will make a ten minute verbal presentation on the
articles or material they selected for their Weekly Paper discussing why they felt the articles or
material were significant. The depth of the presentation and the amount of engagement they
receive from other students in the form of questions and comments will determine the grade the
student receives on their ten minute verbal presentation. If a student is unprepared to discuss
the articles and material when they are called on in class they will receive a zero as a grade
for this component of the course work. There will be no make-up chance for a student to
make a presentation articles and material at a later time. If a student does not hand in the
Weekly Paper in class they will receive a zero as a grade for this component of the course
work. If a student will be absent from class they should send their Weekly Paper to class
with another class member. If a student who is absent from class fails to send their Weekly
Paper with another class member such absent student will receive a zero as a grade for this
component of the course work.

Final Project:

Throughout the course each student should be completing a senior management strategic
business analysis (the Final Project) which they will formulate to anticipate business and legal
issues that arise in the early phases of a high-growth technology business through the technology
business being acquired or undertaking an initial public offering of its stock. The finished Final
Project will be due at the beginning of the fourteenth class on December 5, 2016. Absolutely no
time extensions will be given on the due date for the Final Project and any Final Project not
submitted by the beginning of class on December 5, 2016 will receive a zero as a grade.
There are no exceptions to this requirement.

The Grade A Student Receives Will Be Made Up Of The Following Components.

Component One: The grade the student receives on the Final Project. A students Final
Project will be graded based upon their clarity of the written work as well as the quality of the
reasoning, issue spotting and identification, arguments and information contained within the
written work. The grade received on the Final Project (Component One) will constitute
seventy percent of the students final grade in the course.

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 Component Two: The average of the grades the student receives on each of the Weekly
Papers the student brings to class each week. The grade the student receives on the Weekly Paper
the student brings to class each week article will be based on the depth and insightfulness of the
synthesis, comparison and analysis contained in the Weekly Paper. A simple or basic Weekly
Paper which the student could prepare without much effort will receive only an average grade.
The average of the grades the student receives on each of the Weekly Papers the student
brings to class each week (Component Two) will constitute twenty-five percent of the
students final grade in the course.

Component Three: The grade the student receives on the five to ten minute verbal
presentation the student makes, upon being called upon in class by the Professor, about the
synthesis, comparison and analysis of the three or more articles selected by the student from the
articles contained in the Course Reading Packet for that class. The grade the student receives on
the five to ten minute verbal presentation the student makes about articles upon being called
upon in class by the Professor will be based on the students understanding of and presentation of
the viewpoints and issues raised in the articles and whether the students presentation is reflective
of critical thinking and the absorption of the articles. The grade received on the five to ten
minute verbal presentation (Component Three) will constitute five percent of the
students final grade in the course.

Grading-Class Participation Points

The final component of your final grade for the course is your Class Participation. The Professor
at his discretion may increase a students final grade in the course for the Final Project by
up to ten (10) final grade increase points as a result of a students class participation. Class
participation comes in two forms: (i) posing questions to students after students make their
five to ten minute verbal presentation about their weekly article, and (ii) class participation
during the Professors lecture reflective of critical thinking and the absorption of reading
materials from the course pamphlet referred to in the Course Outline and Assignments
and absorption of class lectures. If the Professor elects not to increase a students final grade in
the course for class participation then such students final grade in the course shall be the grade
they received for the Final Project, the Weekly Paper and the ten minute verbal presentation, in
the respective percentages set forth under Component One, Component Two and
Component Three above in this syllabus. By way of example, if a student received a final
grade of 80 (as a result of the grades received by the student on the Final Project, the Weekly
Paper and the verbal presentation), and if that student had exceptional class participation, both in
the amount and in the quality of the class participation, during the entire course, the Professor
could increase that students final grade in the course by ten (10) final grade increase points thus
bringing that students final grade in the course from an 80 to a 90 thus causing that student to
receive an A rather than a B in the course. A high quality class participation by a student
need not be completely accurate but it must be pertinent and reflective of critical thinking and
absorption of reading materials and the class lectures. Random comments made merely to enable
a student to say they participated in class discussion will not be considered as participating in
class discussion. Again, if the Professor elects not to increase a students final grade in the course
for class participation then such students final grade in the course shall be the grade they

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received for (i) the Final Project, (ii) the weekly articles, and (iii) the ten minute verbal
presentation, in the respective percentages set forth under Component One, Component Two
and Component Three above in this syllabus.

The Professor will create a spreadsheet to enter the class participation points of each student and
will use this spreadsheet at the end of the semester to determine how many final grade increase
points each student receives. In order to determine how many final grade increase points each
student receives, the Professor will average the amount of class participation points of the
students in the course and determine the average number of class participation points (the
average number of class participation points will be based only upon the class participation of
those students who participated in class discussion during the semester, i.e., the average amount
of class participation points will be the average of the class participation of the students in the
course who participated in class discussion, the average amount of class participation points will
not reflect the zero class participations of the students who did not participate in class
discussion). Those students who participated the average amount of times will receive six final
grade increase points. Those who participated above average will earn seven, eight, nine or ten
final grade increase points and those who participated below average will earn one, two, three,
four or five final grade increase points. The Professor will increase a students final grade in
the course by the number of final grade increase points earned by the student. If a student
does not participate in class discussion they will receive no class participation points and thus
will receive no final grade increase points.

In the event that at the end of the semester the average amount of class participation points of the
students in the course who participated in class discussion during the semester equals fourteen
(14) or more, any student who received fourteen (14) or more class participation points shall be
awarded ten (10) final grade increase points (i.e., any such student who received fourteen (14) or
more class participation points will not have to exceed the average of fourteen class participation
points in order to be awarded ten (10) final grade increase points).

How a Student Indicates They Want To Participate In Class Discussion. If a student wishes
to participate in class discussion that day, they should display their name tent in front of them on
their desk space so that the Professor can read their name on this name tent. Students who
display their name tents will be the focus of questions and class discussions, as they have
volunteered to participate in that class by displaying their name tent. If a student is not prepared
to participate in class discussion prior to a class they should not display their name tent in that
class. In order for a student to be called on, they must have their name tent on their desk,
visible to the Professor. The Professor will indicate if a students class participation merits a
class a participation point that day by handing that student a $1 Georgia Tech Buzz Buck for
each high quality response that day which is pertinent and reflective of critical thinking
and absorption of reading materials.

At the end of each class period, each student whom the Professor indicated during that
class period should receive class participation points should come to the Professors podium
located in front of the class and at that podium there will be a class participation sheet of paper
for them to print their name in legible printing for that particular class period (indicating the
number of class participation points they received). Students who have displayed their name tent

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but could not offer discussion reflective of critical thinking and absorption of reading materials
will not be allowed to sign their name on the class participation sheet.

Random comments made merely to enable a student to say they participated in class discussion
will not be considered as participating in quality class discussion and no student should sign the
class participation sheet for making merely random comments during a class period. The
Professor will use the class participation sheets from each of the class periods to access the
amount of class participation contributed by each student and the Professor will use his own
notes and memory to additionally access the quality of each students class participation. If a
student who participated in class discussion in a particular class period fails to sign the class
participation sheet for that particular class period, the student may not subsequently e-mail
or otherwise contact the Professor requesting that their name be added to the class participation
sheet for that particular class period. The Professor will stop each class period a few minutes
early in order that students who participated in class discussion have ample time to print their
name on the class participation sheet for that particular class period and still make it to their next
class or other commitments on time. It is important to remember that the quality, not just the
quantity, of a students class participation is critical in determining if a students grade should be
increased by class participation points.

A student may also earn final grade increase points by submitting either prior to a class or
within one (1) week after the end of the class an article addressing the subject matter
discussed in that class of sufficient quality and merit that the Professor elects to add that
article to the Course Reading Packet for future sections of MGT/ME/BMED 6799. No
articles will be accepted subsequent to one week after the class for which the article is being
submitted. There are no exceptions to this rule.

Numerical Grade and Corresponding Final Letter Grade in Course.

The sum of the percentage of Component One + Letter Grade Awarded in Course
the percentage of Component Two +
the percentage of Component Three +
Final Grade Increase Points

90 and above A
80 through 89.99 B
70 through 79.99 C
60 through 69.99 D
Less than 60 F

The above stated sum of the percentage of Component One + Component Two + Component
Three + final grade increase points is not rounded up to award a student the next higher letter
grade in the course. Students should increase their chance of being awarded the next higher letter
grade in the course by maximizing their class participation.

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Name Tents

The Professor will hand out to each student on the first day of each class a name tent on which
each student should legibly print using a bold black magic marker their first and last name. It
is the responsibility of each student to bring this name tent to each class and place the name tent
in front of them on their desk space so that the Professor can read their name on this name tent. It
is the desire of the Professor to get to know the students who elect to participate in class
discussion. It is only by having a name tent in front of a student that the Professor will associate
that student who is making a high quality contribution to class discussion with that students
name. If a student repeatedly fails to bring their name tent to class the student has no basis to
complain at the end of the course semester that the student should be awarded points to their
final grade for class participation. It is important to remember that class participation sheets on
which a student prints their name at the end of each class period in which they participated in
class discussion is only one of the elements that the Professor will use at the end of the course
semester to determine if a students final grade in the course should be increased due to class
participation. The main element that the Professor will consider in awarding class participation
points is the quality of that students class participation and in order for the Professor to do that a
student must have a name tent in front of them to enable the Professor to associate the name of a
student with the student who elects to participate in class discussion and to associate the name of
that student with the quality of that students class participation.

Grading-Class Attendance. Due to the timeliness of the material addressed in the course and
the lack of a single textbook which addresses all the material addressed in class, class lectures
and discussion, and hence class attendance, are extremely important in order for a student to
benefit from the course. However, please note that class attendance without active participation
in class discussion is not sufficient to receive any grade adjustment class participation points for
class participation as discussed above in this syllabus under the topic heading Grading-Class
Participation Points.

The Professor will take attendance on such days as the Professor elects to do so at any time
during the class that the Professor elects to do so. If you are not present when your name is
called in class by the Professor you will be marked as absent from class that day. If you fail to
sign the class attendance sheet when the Professor passes it out in class you will be marked as
absent from class that day. You cannot later come up to the Professor and attempt to provide
him with an excuse why you were not in class when he called your name or why you did not
sign the class attendance sheet. Arriving late to class or departing early from class can thus
adversely affect your final grade in the course as discussed below. Other than excuse for illness
pursuant to the illness policy stated below in this syllabus, excuse for a death in your family
pursuant to the death in family policy stated below in this syllabus and excuse from the Georgia
Tech Athletic Department pursuant to the intercollegiate athletic policy stated below in this
syllabus, you will be allowed only two (2) class absences during the semester (you do not need
to provide a reason). Any class absence after the allowed two class absences, for whatever reason
(other than excuse for illness pursuant to the illness policy, excuse for a death in your family
pursuant to the death in family policy or excuse from the Georgia Tech Athletic Department
pursuant to the intercollegiate athletic policy below), will adversely affect your final grade in the

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course by reducing your final grade in the course by five (5) points for each absence after
the allowed two (2) class absences (i.e., if you miss five classes and otherwise had a final
course grade of 91 your final grade in the course will be reduced by fifteen points to a 76).
Failure to attend an entire class session either through late arrival or early departure without the
instructors prior permission will count as a class absence.

I will be using a seating chart to assist me in getting to know you and to keep track of class
participation. By the second class session (the class starting at 4:35 p.m. on Monday, August 29,
2016), please select a permanent seat for yourself in the classroom. Class attendance without
active participation in class discussion is not sufficient to receive the class participation points
discussed above in this syllabus. Since you cannot participate in class discussions if you miss all
or part of a class it will be impossible for you to receive class participation points if you are
absent from class or tardy to class.

Illness Policy and Death In Family Policy and Georgia Tech Athletic Department Policy
and Georgia Tech ROTC Policy and other Military Commitment. If you are ill for a class
you must contact the Professor beforehand in order to be excused from that class. You must
present or email the Professor a physician note or a note from a medical clinic you visited
indicating that you are ill in order for your illness to be considered an excuse which will permit
you to be excused from attending a class. If you have a validated death in your family you must
contact the Professor beforehand in order to be excused from attending a class. If you will miss
class due to participation in an official Georgia Tech intercollegiate athletic event or Georgia
Tech ROTC activity you must contact the Professor beforehand in order to be excused from that
class and you must provide to the Professor a letter from the Georgia Tech Athletic Department
or Georgia Tech ROTC Department indicating what days you will be absent. If you have a
military commitment you must contact the Professor beforehand in order to be excused from
that class.

7. Disability Accommodation

The Georgia Institute of Technology has established policies with respect to disability
accommodation through Access Disabled Assistance Program for Tech Students (ADAPTS).
These policies may be accessed at the ADAPTS website located at
http://www.adapts.gatech.edu. Students seeking disability accommodation are specifically
referred to the student guide and documentation pages on this website. Students failing to
comply with the requirements set forth in ADAPTS will not receive accommodation.

8. Legal Disclaimer

The Professor is an attorney. Any and all opinions or statements as to legal matters made by the
Professor are for classroom purposes only and are not intended and should not be construed as
dispensing legal advice. This disclaimer includes conversations with students during and outside
of class. The Professor is not permitted to provide personal legal advice to students. Under no
circumstances will an attorney - client relationship exist between the Professor and a student.

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9. Locating the Professors Office

The Professors office is located on the 4th floor of the Scheller College of Business building.
The Professors office number is 4271/460C. To find the Professors office go to the 4th floor of
the Scheller College of Business building and go to the door marked faculty offices and enter
through this door (this door is located on the left hand side of the hallway after you cross the
bridge, i.e., the door marked faculty offices is located on the northeastern end of the Scheller
College of Business building). After you enter through the door marked faculty offices make a
right at your third hallway on the right the Professors office is the first office on the left.

Below is a map to assist you if the above written directions are not sufficiently clear:

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The Professor does not want to be asked questions by a student about the Final Project
during the last couple of weeks of the course which indicate that the student is just
beginning to write to Final Project. The Final Project should be undertaken as on ongoing
writing project during each week of the course.

COURSE OUTLINE AND ASSIGNMENTS

I. Class 1: Introduction August 22, 2016

Reading for Class 1: No reading required for this class. It is advised that you review the Course
Reading Packet prior to Class 1.
A. Course Objective: analyze legal issues encountered by a company from inception
to sale or IPO.
B. Describe generally how class will be conducted, discuss grading standards and
any other expectations (attendance, participation, etc.).
C. Review syllabus. Describe class topics and assignments and how they relate to
the preparation of the final project, the strategic business analysis. Address the
nature and frequency of grading or informal feedback on the various portions of
the strategic business analysis.
D. Discuss elements of a strategic business analysis and how it is used. (Review
sample strategic business analysis)
E. Discuss the Course Reading Packet.

Assignments after Class 1:

(1) Prepare the portion of the senior management strategic business analysis (the
Final Project) that describes the business and start analyzing the various
challenges the business will encounter as it grows from a start-up idea to a
public company or a company to be acquired by a public company.
(2) Read the articles and material under Class 2 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 2 and bring the Weekly Paper to Class
2.

II. Class 2: Organization of the business August 29, 2016

Reading for Class 2: Reading material contained behind Class 2 coversheet of the Course
Reading Packet.

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 A. Choice of entity.
tax issues
where do you want to end up?
who will finance you and what are their needs?
what is the popular entity of the day?
B. Organizing the business.
how do you issue stock?
deemed compensation issues.
transferring intellectual property into the business entity.
organizing the management structure of the business.
developing auditable financials.
C. Organizational documents and corporate records.
D. Attorneys, accountants, consultants and other professionals.
E. Overview of initial capitalization: issuance of stock or other interests; related
restrictions and issues.
angel round friends and family round.
venture capital round.
debt financing.
term sheet issues in each of the above financing rounds.
employee compensation and employee stock option issues during
each of these rounds.
F. Management structure.
Assignments after Class 2:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 2 such as
describing the business and start analyzing the various challenges the business
will encounter as it grows from a start-up idea to a public company or a
company to be acquired by a public company. Additionally draft that portion
of the Final Project addressing the type of entity to form and initial capital
structure of that entity.
(2) Read the articles and material under Class 3 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 3 and bring the Weekly Paper to Class
3.

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III. Class 3: Intellectual property September 12, 2016
Reading for Class 3: Reading material contained behind Class 3 coversheet of the Course
Reading Packet.
A. Overview of intellectual property.
B. What it is.
C. How you know its yours.
D. How to protect it or obtain ownership of/rights to use it.
E. What is a patent - understanding you have to tell the world what you are doing
when you are patenting an idea is it better to go the trade secret route and what
are the risks?
F. Patents vs. trade secret protection.
G. Licensing.
Assignments after Class 3:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 3.
(2) Read the articles and material under Class 4 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 4 and bring the Weekly Paper to Class
4.

IV. Class 4: Employee benefits and executive compensation September 19, 2016
Reading for Class 4: Reading material contained behind Class 4 coversheet of the Course
Reading Packet.
A. Options and other stock incentives.
1. Types and terms of plans and awards.
2. Tax and accounting issues (83(b) elections, cheap stock, etc.)
B. Management compensation.
C. Employee regulatory issues
Assignments after Class 4:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 4.
(2) Read the articles and material under Class 5 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 5 and bring the Weekly Paper to Class
5.

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V. Class 5: Private placements and issues relating to equity in the business - September 26, 2016
Reading for Class 5: Reading material contained behind Class 5 coversheet of the Course
Reading Packet.
A. Common vs. preferred stock.
B. Federal and state laws and regulations relating to private placements.
C. Restrictions on stock after issuance.
D. Dilution issues.
E. Control and change in control issues.

Early stage financing

Reading: Material researched and located based in the subject areas of the lecture in Class 5.
A. Friends and family.
B. Venture capital funding.
C. Debt financing.
D. Advantages, disadvantages and issues relating to each, from company and funding
sources perspective.
Assignments after Class 5:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 5.
(2) Read the articles and material under Class 6 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 6 and bring the Weekly Paper to Class
6.

VI. Class 6: Later stage financing and special issues October 3, 2016
Reading for Class 6: Reading material contained behind Class 6 coversheet of the Course
Reading Packet.
A. Joint venture strategic partnership
B. Growth by acquisition
C. Government financing.
1. Sales to the government.
2. Government funding.
3. Pricing rules.

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 4. GSA and VA schedules.
D. Later-stage financing: how considerations, alternatives and issues change
E. Labor and employment issues and compliance programs as the company grows.
Assignments after Class 6:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 6.
(2) There are no articles or material to read for class 7.
(3) You do not need to prepare a Weekly Paper for Class 7.

VII. Class 7: Labor and employment issues October 17, 2016

Reading for Class 7: No reading required for this class.
A. Hiring and firing.
B. Discrimination and harassment issues.
C. Non-Compete Contracts
D. Federal and state regulations and when they apply.

Assignments after Class 7:

(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 7.
(2) Read the articles and material under Class 8 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 8 and bring the Weekly Paper to Class
8.

VIII. Class 8: Regulatory issues October 24, 2016

Reading for Class 8: Reading material contained behind Class 8 coversheet of the Course
Reading Packet. Review website for SEC.
A. Securities and Exchange
1. Corporate Finance
2. Regulated Entities
3. Enforcement
B. New legislation/regulations affecting public entities
1. Sarbanes-Oxley Act

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 2. NYSE, NASDAQ and AMEX standards regarding corporate governance
Assignments after Class 8:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 8.
(2) Read the articles and material under Class 9 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 9 and bring the Weekly Paper to Class
9.

IX. Class 9: The International Marketplace October 31, 2016

Reading for Class 9: Reading material contained behind Class 9 coversheet of the Course
Reading Packet. Review websites for FDA, USPTO, and HCFA.
A. Patents
B. Trademarks/tradenames/service marks
C. Antitrust
D. FDA
E. HCFA
F. Export controls.
G. Customs.
H. Letters of credit.
I. Currency controls.
Assignments after Class 9:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 9.
(2) Read the articles and material following under Class 10 in the Course Reading
Packet.
(3) Prepare the Weekly Paper for Class 10 and bring the Weekly Paper to Class
10.

X. Class 10: Litigation November 7, 2016

Reading for Class 10: Reading material contained behind Class 10 coversheet of the Course
Reading Packet.
A. Typical situations that lead to litigation.

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 B. Specific issues:
1. Intellectual property.
2. Employment.
3. Disclosure during capital-raising activities.
C. Settlement vs. trial.
D. Alternative dispute resolution: advantages, disadvantages and issues.
In Class Project: mock settlement negotiation
Assignments after Class 10:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 10.
(2) Read the articles and material under Class 11 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 11 and bring the Weekly Paper to Class
11.

XI. Class 11: Legislative issues and advocacy November 14, 2016
Reading for Class 11: Reading material contained behind Class 11 coversheet of the Course
Reading Packet.
A. Monitoring and federal legislation.
B. Effective advocacy.
C. Trade associations.
D. Shareholder and Corporate Governance Considerations
1. Private and Government Litigation
2. Problems Arising in the Board Room

E. Internal Controls and Procedures

1. Audit Committees

Assignments after Class 11:

(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 11.
(2) Read the articles and material under Class 12 in the Course Reading Packet.

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 (3) Prepare the Weekly Paper for Class 12 and bring the Weekly Paper to Class
12.

XII. Class 12: Growth by Acquisition November 21, 2016

Reading for Class 12: Reading material contained behind Class 12 coversheet of the Course
Reading Packet.
A. Issues from buyer and seller perspectives.
B. Types of acquisitions and issues relating to each.
C. Tax and accounting issues.
D. Due diligence how to do it effectively
E. Acquisition finance.
F. Special issues in acquisitions. (antitrust, real estate, international issues, etc.)
G. Integrating the acquired business:
1. Employees.
2. MIS.
3. Lines of business
Presentation: Mock acquisition negotiation.
Assignments after Class 12:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 12.
(2) Read the articles and material under Class 13 in the Course Reading Packet.
(3) Prepare the Weekly Paper for Class 13 and bring the Weekly Paper to Class
13.

XIII. Class 13: Choosing an Exit Strategy November 28, 2016

Reading for Class 13: Reading material contained behind Class 13 coversheet of the Course
Reading Packet.
A. Types of exits strategies and issues relating to each.
B. Valuation issues and methods.
C. Sale of the company:

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 1. Timing.
2. Acquirer.
3. Type of transaction.
4. Type of consideration.
5. Management compensation/severance
Guest speaker: Valuation or other consultant.
Assignment after Class 13:
(1) Prepare the portion of the senior management strategic business analysis (i.e.,
the Final Project) that addresses to subject matter covered in Class 13.
(2) There are no articles or material to read for class 14.
(2) You do not need to prepare a Weekly Paper for Class 14.

XIV. Class 14: Initial public offering December 5, 2016 (The finished a senior
management strategic business analysis (the Final Project) is due at the beginning
of this class.)
Reading for Class 14: No reading required for this class.
A. The IPO process.
B. Participants and their roles.
C. Issues.
D. The prospectus.

The Professor may on occasion bring in a guest speaker from the legal or technology community
which may result in some minor rescheduling in the above course schedule (there will be no
rescheduling of presentation dates). However, do not deviate from the above reading
assignments.

The Professor may from time to time hand out material in class which material will be required
reading for the next class. Failure to attend class is no excuse for failing to read any material
handed out in that class. It is the responsibility of each student to obtain from other students
in the class material handed out in a class which such student failed to attend.

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