Law Schedule of Classes

NOTE: Course offerings change. Classes offered this semester may not be offered in future semesters.

Apart from their assigned mod courses, 1L students may only enroll in courses offered as 1L electives. A complete list of these courses can be found on the 1L Elective Listings page. 1L students must use the 1L class number listed on the course description when enrolling.

249.3 sec. 001 - Selected Topics in Venture Capital (Spring 2022)

Instructor: Kei Nishimura Drake  
Instructor: Herbert Paul Fockler  (view instructor's teaching evaluations - degree students only)
View all teaching evaluations for this course - degree students only

Units: 2
Grading Designation: Graded
Mode of Instruction: In-Person


Tu 6:25 PM - 8:15 PM
Location: Law 170
From January 11, 2022
To April 22, 2022

Course Start: January 11, 2022
Course End: April 22, 2022
Class Number: 31935
This course is open to 1Ls.

Enrollment info:
Enrolled: 38
Waitlisted: 0
Enroll Limit: 40
As of: 07/19 11:58 AM

It's been said that the technology industry -- and to a great extent Silicon Valley -- has been responsible for the greatest creation of wealth in human history. What is it like to be an attorney working with these entrepreneurs, companies and investors on a daily basis? This practice-oriented course is designed to answer that question, by providing students a window into the legal, business, financial and practical issues encountered in advising technology and emerging growth startups.

We follow the life-cycle of a typical technology startup, starting with advising the founders as they consider whether and how to start their business, and then running through the choices and challenges they face in selecting a form of business entity, bringing in and incentivizing employees, seeking funding, approaching and negotiating with venture capitalists -- all pointing toward an acquisition or IPO. We go beyond strict legal issues and focus on practical tasks and problems and business realities. We place special emphasis on what makes a good startup business, how entrepreneurs attract investment, the pros and cons of different investment types, and how founders and investors allocate between them both the control and the rewards of the venture.

The course takes a nuts-and-bolts approach and includes a number of assignments that mirror those Silicon Valley corporate associates frequently perform, culminating in hands-on negotiation of a venture capital investment term sheet between groups of students.

Herb Fockler is a partner at Wilson Sonsini, the nation's leading law firm representing technology and emerging growth companies. He is based in their headquarters office in Palo Alto, where he has represented companies in a broad range of technologies and at all stages of their lives for over 35 years. He is a leading expert both inside and outside of Wilson Sonsini in all aspects of the legal, business and practical issues faced by startup companies. He has taught this and similar courses at Berkeley Law since 2014 and also at Santa Clara University Law School, and has guest lectured at many other institutions.

Kei Nishimura Drake is a senior associate in the Corporate and Securities Department of Wilson Sonsini Goodrich & Rosati. She began her corporate career at Wilson Sonsini Goodrich & Rosati in 2013 and practiced for 4 years before joining the legal team at Zymergen, a Softbank-backed company specializing in the genetic engineering of microbes. After her stint at Zymergen, she joined Atrium LLP, a hybrid law firm/legal technology startup, working to make legal practice more efficient. She returned to WSGR in April 2020, where her practice covers a broad range of general corporate, securities and transactional matters, with a focus on emerging company and private company representation.

Exam Notes: (F) In-class final exam
Exam Length: 2.5 hours
Course Category: Business Law

The following files are available for this course:

First Assignment

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Required Books are in blue

  • Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist
    Brad Feld, Jason Mendelson
    Edition: Fourth Edition (2019)
    Publisher: John Wiley & Sons
    ISBN: 9781119594826
    e-Book Available: Yes
    e-Book procurement note:
    Price: $49.95
    Price Source: user provided

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