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Course Details

JD/MBA Capstone 3 (Pierce)

Spring 2024   LAW 988-002  

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Faculty
Sarah Pierce

Associate Dean for Legal Practice Skills

pierce3@law.upenn.edu
Additional Information
Experiential Course

Yes

Skills Training
Oral Presentations
Team Projects
Drafting Legal Documents
Other Professional Skills:

Grading
100% Other (Pass/Fail)

Satisfies Senior Writing Requirement

No

Location

Class meets in person.

Meeting Times/Location
TBA TBA

Category
Seminar

Credits
1.5

Enrollment in this course is limited to JD/MBA candidates.

The JD/MBA capstone course is required for graduation for the JD/MBA 3-year candidates. The course will consist of experiential, hands-on “boot camps” that track a company through several transactions: start-up structuring/initial capital raise, exit/M&A, and restructuring. Through a series of two-day sessions (each with a preparatory class one week before and a review class one week after) working with industry leaders, advisors, and/or faculty, students will run aspects of each simulated transaction (e.g., start-up/capital raise, exit, restructuring) including strategy development, transaction document drafting, client/Board advising, and negotiating. Professor Sarah Pierce will be the lead faculty member for the course. Students will earn 1.5 Law credits for each of the three sessions (including the mandatory pre- and post-simulation classes) they complete. A total of 3.0 credits (over the course of this final program year) is required to satisfy the program’s capstone requirement. Accordingly, students are required to participate in two sessions, although students may (but are not required to) participate in all three (for a total of 4.5 Law credits). The capstone course will no longer satisfy the Law School’s Senior Writing requirement, but it will count toward the Law School’s 6-credit Experiential Learning requirement. Therefore, if you have not already satisfied the Senior Writing requirement, you will need to make arrangements to do so outside of the capstone course.

Capstone Session Two, Preparatory Class Wednesday, January 25 from 6:30-9:30 p.m. (Law School); Two-Day Session January 27, and January 28 (Law School)

This course is the second session in a series of sessions for the Carey JD/MBA Capstone requirement. Through the Capstone, we will track a company through its entire life cycle, from its initial creation and capital raise (Session One), to exit transaction—here, a public auction process (Session Two), to restructuring (Session Three).

The goal of this Session Two is to expose students to the processes, fiduciary duties, legal and regulatory considerations involved in conducting a public auction and sale process, including: (i) responding to unsolicited offers, (ii) engaging with investment bankers, (iii) navigating board conflicts and issues, (iv) key aspects of public company merger agreements, and (v) conducting an auction and negotiating with competing bidders.

We will work from the initial framework of our spin-out venture, and follow our company (NIT) post-IPO as it navigates an unsolicited offer and ultimately conducts a public sale process.

Course Concentrations

Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.