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 - Startup Companies and Venture Capital (Spring 2026)
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
Meeting:
Tu 3:35 PM - 5:25 PM
Location: Law 132
From January 13, 2026
To April 21, 2026
Course End: April 21, 2026
Class Number: 33449
Enrollment info:
Enrolled: 63
Waitlisted: 0
Enroll Limit: 63
As of: 03/16 09:45 AM
It's been 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 startups, 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 of that entity 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 constituents 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 for 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 between them the economic rewards and risks of the venture.
• How founders and investors allocate between themselves the control of the venture.
• What are the terms in a venture capital financing matter, from a business perspective, and how are they negotiated?
The course is taught using many examples taken from the real world (to the extent you can call Silicon Valley the “real world”).
The course will include a number of guest lecturers from various aspects of the startup industry.
Professor's Biography
Herb Fockler is Senior Of Counsel in the Corporate and Securities Department of Wilson Sonsini Goodrich & Rosati, the leading legal adviser to technology and emerging growth enterprises worldwide. Over 40 years at WSGR, including 32 as a partner, he has represented entrepreneurs and the businesses they create at all stages of their development -- from newly formed startups 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 part of his career he ran numerous transactions and WSGR client relationships with many leading technology companies of the time, including Dolby Laboratories, Autodesk, Netscape, Sun Microsystems, Silicon Graphics, WordPerfect, Flextronics and Philips Microelectronics, including over 100 public offerings, acquisitions and other major corporate transactions. But throughout his career he has also worked extensively with startups companies, focusing increasingly over time on representing entrepreneurs and early-stage startups and handling close to 1000 venture capital financings. He is the leader of WSGR’s development on forms, standards and knowledge for the startup company practice, as well as a teacher, resource and mentor for firm attorneys in multiple areas of WSGR’s corporate and securities practice. He is a leading member of the California Bar’s Advisory Committee on Legal Opinions, a principal author of the Bar’s upcoming Report on Legal Opinions; a director of the national Working Group on Legal Opinions and co-chair of its Venture Capital and Private Equity group; and a former chair of the ABA’s Venture Capital Transaction Issues and Documents Committee. He has taught multiple courses and lectured many times on venture capital, startups, IPOs and acquisitions at Berkeley Law for over 10 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, Stanford University’s Ignite Program and San Francisco State Business School. 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.
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.
Submit teaching evaluations for this course between 13-APR-26 and 28-APR-26
Exam Notes: (TH) Take-home Final Exam
(Subject to change by faculty member only through the first two weeks of instruction)
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.
Readers:
No reader.
Books:
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.