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 2024)

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 09, 2024
To April 16, 2024

Course Start: January 09, 2024
Course End: April 16, 2024
Class Number: 32646

Enrollment info:
Enrolled: 51
Waitlisted: 0
Enroll Limit: 57
As of: 06/24 01:46 PM

It's said that Silicon Valley is the source of the greatest creation of wealth in history. What’s less said is that attorneys have been key participants in that success.

This is a practice-oriented course focusing on legal and business matters encountered in the day-to-day life of corporate attorneys who advise technology and emerging growth companies, as well as their founders and investors.

The course covers key events in the life cycle of a startup company:
• Things an entrepreneur should consider in starting a technology development business.
• Choices in forming an entity to hold that business.
• The typical corporate structure and its governance.
• Incentivizing employees.
• Seeking early-stage funding.
• Obtaining venture capital financing.
• Fundamental concepts in and basic mechanics of a venture capital financing.
• Dealing with conflicts among the various parties in the venture.
• Preparation for a liquidity event, such as an acquisition or IPO.

In each case, the emphasis is on business realities and practical solutions, such as:
• What makes a good business to attract venture capital funding?
• How can entrepreneurs attract investment?
• The pros and cons of different sources of investment capital.
• How founders and investors allocate rewards and risks of the venture between them.
• How founders and investors allocate control of the venture between them.
• What are the terms that matter from a business perspective in a venture capital financing, and how to negotiate them?

The course is taught using many examples taken from the real world (to the extent you can call Silicon Valley the “real world”).

Professors’ Biographies

Professor Fockler
Herb Fockler is a partner in the Corporate and Securities Department of Wilson Sonsini Goodrich & Rosati, the leading legal adviser to technology and emerging growth enterprises worldwide. He has been with WSGR for almost 40 years, representing entrepreneurs and the businesses they create at all stages of development -- from newly formed companies seeking initial VC funding to multibillion-dollar global enterprises. He has worked with hundreds of public and private companies across the technology industry, from computers, software, Internet and semiconductors through biotechnology, medical devices and clean technology. During the first half of his career he handled large transactions and relationships with many leading technology companies, including Dolby Laboratories, Autodesk, Netscape, Sun Microsystems, Silicon Graphics, WordPerfect, Flextronics and Philips Microelectronics. Since 2000, he has focused on representation of entrepreneurs and early-stage startups. He is a leader in WSGR’s development on internal firm forms, standards and knowledge, a frequent teacher in firm seminars, and a resource for all firm attorneys – especially junior attorneys -- in multiple areas of WSGR’s corporate and securities practice. He is a member of the California State Bar’s Advisory Committee of Legal Opinions, a principal drafter of the California bar’s upcoming guide to legal opinions, the Co-Chairman of the Venture Capital and Private Equity affinity group of the nation Working Group on Legal Opinions, and a former chair of the ABA’s Venture Capital Transaction Issues and Documents Committee. He has taught courses and lectured on venture capital, startup companies, initial public offerings and acquisitions at Berkeley Law for many years, as well as at Santa Clara University Law and Business Schools, the Wharton School’s San Francisco campus, Harvard Law School, the Harvard iLab, and Stanford University’s Ignite Program. Outside of law, he was a computer programmer before and during law school, holds an undergraduate degree in physics, and doesn’t ski as much as he’d like to.

Professor Drake
Kei Nishimura Drake is associate general counsel of Plenty Unlimited, Inc., a private ag-tech company specializing in indoor vertical farming. 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 returned to WSGR, where her practice covered a broad range of general corporate, securities and transactional matters, with a focus on emerging company and private company representation. On weekends, you can find her and her family walking their dog around San Francisco (the Presidio and Marina Green are favorite spots, after a stop at the Philz truck) or cruising the beach in Santa Cruz.

Attendance at the first class is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present on the first day of class (without prior permission of the instructor) will be dropped. The instructor will continue to take attendance throughout the add/drop period and anyone who moves off the waitlist into the class must continue to attend or have prior permission of the instructor in order not to be dropped.

Taking Business Associations, either previously or concurrently, may be useful, but not necessary.

Exam Notes: (TH) Take-home examination
Exam Length: 3 hours
Course Category: Business Law

If you are the instructor or their FSU, you may add a file like a syllabus or a first assignment to this page.

No reader.

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: unknown
    Price: $49.95
    Note: prices are sampled from internet bookstores. Law-school Bookstore prices are unavailable at this time.

Go to Course Search