Universitat Internacional de Catalunya
Venture Capital, Private Equity Law and Taxation
Teaching staff
Instructor details:
Instructor: Prof. Elisenda Baldrís, Aida Kellal, Isabel Gandoy and Xavier Xivillé
Office: Inmaculada, 22. 08017 Barcelona. Spain.
Phone: +34 932 541 800
E-mail: Elisenda.baldris@cuatrecasas.com, aida.kellal@cuatrecasas.com; isabel.gandoy@cuatrecasas.com; xavier.xiville@cuatrecasas.com
Office hours: By appointment
Introduction
The purpose of the legal part of the course is for the students to be perfectly aware and knowledgeable of the main concepts, pitfalls and important clauses of the funds´documentations and contracts.
Such knowledge will allow them, with the assistance of the legal counsels, to be aware of the legal matters relevant for setting up a fund, managing a fund and its relations with investors and targets companies as well as the main tax implications in order to maximize their revenues and the exit.
Pre-course requirements
No special additional requisite is required
Objectives
- Knowing the most common legal structuring of a Private Equity Fund
- Understanding of a regulated financial services provider
- Regulatory ongoing obligations of the fund and regulated individuals
- The basic regulatory requisites for the licensing of a Private Equity Fund
- Obligations and liabilities of the Manager
- Structuring of the investments and relationships with the Manager
- Entities involved in a Private Equity Fund: Administrators and banks
- Structuring the remuneration of the investors and the manager
- Knowing the structuring of a deal from identification of the target to the closing
- Tax aspects to take into consideration before structuring the fund
- Exit, how to plan for an exit
Competences/Learning outcomes of the degree programme
- Possess and understand knowledge that provide a basis or opportunity to be original in the development and/or application of ideas, often in a context of research.
- Be able to integrate knowledge and confront the complexity of formulating judgments from information that, being incomplete or limited, includes reflections on social and ethical responsibilities related to the application of their knowledge and judgments.
- Possess the learning skills that allow them to continue studying in a way that will be largely self-directed or autonomous.
- Possess organizational skills and work planning, and at the same time be flexible to adapt planning to new situations.
- Generate new ideas and critically evaluate the alternatives in the presence of multiple criteria and actors
- To contrast and make decisions by following a certain methodological rigour, and take responsibility for these decisions.
- To have reflexive capacity and critical-thinking apace in interdisciplinary contexts.
- To show sensitivity for the ethical, personal, social and environmental values, in decision-making and their relationship with others.
- Recognize the concepts of entrepreneurship, business models and financing structures.
- Analyse from multidisciplinary contexts business in order to detect new market opportunities that may be transformed into commercial products or services.
- Detect and analyse the risk associated with financial decisions and implement strategies to minimize this risk.
- Strategically manage business innovation processes from diagnosis to application, being able to align resources, capacities and skills to implement them.
- To propose new improvements in organizations based on the knowledge acquired.
Bibliography and resources
Main Bibliography:
The LPA Anatomised. Second Edition.
A practical guide to negotiating private fund terms to create GP/LP alignment of the interest. Private Equity Internation. Edited by: Nigel Van Zyl and Edward Lee, Proskauer. February 2018.
Recommended Supplemental Bibliography:
Private Equity Funds: Business structure and operations (corporate securities' series). James M. Schell, Kristine M.Koren, Pamela Laurence Endreny