This program offers a deep and practical understanding of the legal, regulatory, and transactional aspects of Private Equity (PE) and Venture Capital (VC) deal structuring. Participants will learn how to design, negotiate, and execute investment transactions—from early-stage venture financing to complex buyouts and exits. The course covers investment documentation, fund formation, due diligence, valuation, governance, and exit strategies within the legal frameworks that govern private investments globally. Through real-world case studies and simulation exercises, participants will gain the tools and insights needed to manage legal risks, balance investor and entrepreneur interests, and align deal structures with commercial, tax, and regulatory considerations.
Secure enrollment • Professional certificate included
Learning Objectives
By the end of this course, participants will be able to:
Understand the legal and regulatory frameworks governing private equity and venture capital transactions.
Structure and negotiate PE and VC deals, including term sheets, shareholder agreements, and investment contracts.
Conduct legal due diligence and assess investment risks effectively.
Draft and interpret key investment documentation, including funding, governance, and exit clauses.
Apply valuation methods and financial modeling principles in deal structuring.
Develop strategies for post-investment management, compliance, and successful exits.
Course Content
Module 1: Foundations of Private Equity and Venture Capital Key Study Areas: Overview of PE and VC markets and investment lifecycle Legal frameworks governing private investment transactions Types of PE and VC funds and their structures (limited partnership, LLP, etc.) Roles of investors, fund managers, and portfolio companies Case Studies: Evolution of venture capital ecosystems in emerging markets PE fund structure comparison: Delaware LP vs. Cayman LP Activities: Group discussion: Mapping the investment lifecycle from fundraising to exit Exercise: Identifying key players and their legal relationships in a PE/VC deal Module 2: Fund Formation, Regulation, and Governance Key Study Areas: Legal structures for PE and VC funds Fund formation documents: LPA, PPM, management agreements Regulatory compliance: fund registration, investor protection, and disclosure Fund governance, fiduciary duties, and conflict management Case Studies: Fund governance failures and investor disputes Case review: Cross-border fund registration and compliance challenges Activities: Simulation: Drafting a fund limited partnership agreement (LPA) section Workshop: Evaluating governance structures for investor alignment Module 3: Deal Sourcing, Evaluation, and Due Diligence Key Study Areas: Legal and commercial due diligence process Assessing company structure, IP, contracts, and liabilities Regulatory clearances and anti-corruption due diligence Term sheet negotiation fundamentals Case Studies: Failed investment due to inadequate legal due diligence Strategic acquisition following risk-based diligence Activities: Due diligence simulation: Reviewing a mock target company’s documents Group exercise: Drafting a due diligence checklist Module 4: Term Sheets and Investment Documentation Key Study Areas: Anatomy of a term sheet and binding vs. non-binding provisions Investment instruments: equity, convertible notes, SAFE, and preferred shares Valuation methodologies and capitalization tables Legal implications of valuation terms and anti-dilution rights Case Studies: Negotiation of valuation and equity dilution terms in Series A funding Dispute over convertible note conversion terms Activities: Workshop: Drafting key clauses of a VC term sheet Mock negotiation: Investor vs. founder on pre-money valuation and equity stake Module 5: Shareholder Agreements and Governance Structures Key Study Areas: Key clauses: board composition, voting rights, reserved matters Minority protection rights and drag-along/tag-along provisions Investor oversight and corporate governance mechanisms Balancing control and autonomy between investors and founders Case Studies: Governance dispute between VC investor and startup founder Shareholder rights enforcement in a PE portfolio company Activities: Simulation: Negotiating shareholder rights in a joint venture Group drafting: Creating a governance clause for a shareholder agreement Module 6: Legal Risk Management and Regulatory Compliance Key Study Areas: Securities laws, investment restrictions, and disclosure obligations Antitrust, AML, and data protection considerations in PE/VC deals Tax structuring and cross-border investment risks Managing conflicts of interest and fiduciary duties Case Studies: Regulatory enforcement for non-compliance with securities laws Tax restructuring in a cross-border acquisition Activities: Risk assessment workshop: Identifying regulatory red flags in a deal Case simulation: Structuring a compliant cross-border investment Module 7: Financing Structures and Transaction Execution Key Study Areas: Types of financing: buyouts, mezzanine financing, management buy-ins/buyouts Debt vs. equity structuring and hybrid models Closing documentation: investment agreements, warranties, indemnities Escrow, conditions precedent, and post-closing obligations Case Studies: Leveraged buyout (LBO) structure and its legal challenges Negotiation of warranties in a cross-border acquisition Activities: Group project: Structuring a buyout deal for a target company Workshop: Reviewing closing documentation checklist Module 8: Post-Investment Management and Exit Strategies Key Study Areas: Investor rights, performance monitoring, and value creation Restructuring, recapitalization, and follow-on funding Exit routes: IPOs, trade sales, secondary sales, and buybacks Legal documentation and tax implications of exits Case Studies: Successful IPO exit strategy for a VC-backed startup PE exit through secondary sale and related legal issues Activities: Group discussion: Evaluating different exit strategies for a portfolio company Exercise: Drafting an exit clause for an investment agreement Module 9: Dispute Resolution and Legal Challenges in PE/VC Deals Key Study Areas: Common sources of disputes: valuation, governance, misrepresentation Remedies and enforcement of contractual rights Arbitration and litigation in cross-border investment disputes Case law developments affecting investment contracts Case Studies: Investor-founder dispute over breach of representation warranties Arbitration of PE exit-related disagreement Activities: Mock arbitration: Resolving a shareholder dispute Workshop: Drafting an effective dispute resolution clause Module 10: Capstone – Integrated Deal Structuring and Negotiation Simulation Key Study Areas: Integrating financial, legal, and regulatory considerations in deal structuring Negotiating multi-stakeholder investment transactions Legal risk evaluation and strategic documentation management Case Studies: Full-scale PE/VC investment from term sheet to exit Post-acquisition compliance and restructuring scenario Activities: Group project: Drafting a full investment term sheet and shareholder agreement Simulation: Negotiating and presenting a private equity or venture capital deal to a mock investment committee
Who Should Attend
This course is designed for corporate lawyers, in-house counsel, investment professionals, fund managers, venture capitalists, private equity executives, and financial advisors involved in structuring or managing investment deals. It is also suitable for entrepreneurs, startup founders, compliance officers, and policymakers seeking to understand investment law, financing mechanisms, and regulatory obligations in PE and VC transactions.
