LAW 5015 - E-Business

Institution:

Villanova University

Subject:

Description:

Description: This 3-credit course satisfies the Law School's Practical Writing Requirement and focuses on the lawyers' role in representing a business with an internet or e-commerce component. The course follows the "life cycle" of a simulated business from its beginnings to its end. Students will follow the starry-eyed founders as they (1) develop and articulate their dream by preparing a business plan, (2) build their team of employees, (3) develop the supply chain for the goods which the business intends to sell online and through bricks and mortar outlets such as department stores, (4) arrange for the necessary components of the company's web site such as storefronts, checkouts, payment arrangements, and an appropriately designed set of web pages, (5) establish a workable internet presence by contracting with a web hosting company or an ISP, (6) grow the business and enhance its revenue stream by placing ads and links on its web pages, (7) develop the capacity to ensure the privacy and security of the company's site and data, (8) obtain the necessary funding from friends and family sources, angel and seed financiers, later stage VCs, and private equity financiers, (9) cash out through an IPO or profitable sale, and (10) experience the bursting of their bubble and realize that all that may be possible is for them to salvage some of the company's value by liquidating or reorganizing into a smaller version of their original dream. Actual e-business entrepreneurs, managers, and consultants will be guest participants in the course. These persons will provide the class with some of the business and technological information that lawyers need in order to appropriately represent their internet clients. In addition, actual lawyers will participate to aid the class in understanding the nexus between legal issues and business realities. The primary responsibility of students in this course is to draft the kinds of documents that business lawyers are likely to be called upon to prepare. These documents may include: agreements among the founders of a business, such as shareholders' agreement; employment contracts between a company and key employees containing compensation schemes, confidentiality provisions, and restrictive covenants; hosting agreements relating to internet connectivity; contracts with third party suppliers of the goods that the business will be selling to its customers; contracts relating to the integration of storefronts and payment systems on the web site of an e-business; agreements relating to the placement of banner ads and links on an e-business's web pages, and the related compensation arrangements; contracts with web page design firms; partnering arrangements; term sheets with VC firms; portions of the preferred stock provisions that are typically part of pre-IPO financing arrangements; portions of a merger agreement that would relate to the ability of the founders or VCs to "cash out", including lockups or contingent compensation provisions; and rescission provisions which may be required of pre-reorganization equity holders as a condition of a "bail out." Note that the Syllabus for each course offered over the past few years contains the actual assignments required for that semester. These courses are on the web and may be accessed from the following URL: http://vls.law.villanova.ed u/prof/cohen/web/Ecommerce/Index.html or click here Some of the drafting assignments may be done in a simulated role playing/adversarial/negotiating setting; others may be done in a non-adversarial group setting; and still others may be prepared in an entirely individual setting. In addition, one or more drafting assignments may be done as part of a collaborative project with MBA students from Villanova or other universities. (Over the past few years, we have worked with MBA students from McGill University, Penn State, and Villanova.) This course meets twice each week: a one-hour session to provide foundation-level informa

Credits:

3.00

Credit Hours:

Prerequisites:

Corequisites:

Exclusions:

Level:

Instructional Type:

Lecture

Notes:

Additional Information:

Historical Version(s):

Institution Website:

www.villanova.edu

Phone Number:

(610) 519-4500

Regional Accreditation:

Middle States Association of Colleges and Schools

Calendar System:

Semester

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