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Ms Sarah Paterson New Academic Building 6.06 and Dr Simon Witney

Simon Witney teaches weeks 1-5, and 7-9. Sarah Paterson teaches weeks 10 and 11.

This course is available on the LLM (extended part-time), LLM (full-time) and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

Students should note that private equity is a specialist asset class,and the basics of debt and equity are not covered in LL4CQ. The course is, therefore, recommended for students who are taking other, relevant corporate law and financial law courses, or who have relevant experience.

This course will equip students with a detailed understanding of the legal structures and issues arising in international private equity and venture capital.  It is founded on deep academic analysis of pertinent theoretical and legal issues complemented by insights from relevant practitioners.  It will have a UK focus but will include relevant apsects of European Union law with comparative global perspectives. 

Class 1: Introduction to private equity and venture capital and some basic theory

This introductory session will include a critical discussion of the academic research suggesting that private equity outperforms other asset classes and will introduce some of the theoretical frameworks that will underpin the course.

Class 2: Fund structures and terms: the limited partnership and other international structures 

This class looks at the structures adopted, and the reasons why, with particular emphasis on the legal, tax and regulatory characteristics of limited partnerships. We also examine some key fund terms.

Class 3: Fund terms and structures (continued)

This class continues our analysis of fund terms and structures, including the fund management vehicle.

Class 4: Private equity fund (and manager) regulation 

This session looks at UK and EU regulatory initiatives, and critically evaluates the provisions of the Alternative Investment Fund Managers Directive which affect private equity funds.

Class 5: Venture capital investments 

Starting from a theoretical perspective, we will analyse the terms of a typical venture capital investment into a portfolio company by reference to example documents.  We will also examine various aspects of contract and company law which have particular relevance to VC structures.

Class 6: The VC deal: feedback from a practitioner 

This week the students will discuss the key points arising from a venture capital investment case study with a leading VC lawyer.  We will focus on key points which have a legal as well as a commercial aspect, and connect these to the theoretical discussions in Class 5.

Class 7: The buyout: structure and terms

This class will examine the structure of a buyout and how it differs from a VC investment.  We will focus on pertinent company law rule and the main commercial terms.

Class 8: The buyout: corporate governance issues

This class will examine recent developments in corporate governance of large, private companies and their relevance for and application to portfolio companies in buyouts.

Class 9: Financing

This class will look at the leveraged finance model