JJUA55037U The Law of Private Equity

Volume 2015/2016

The unregulated market for venture capital and private equity financing are attracting still more attention as a new attractive means of finance and is the driving force behind both M&A and IPO transactions today. As venture capital and private equity transactions are in most respects unregulated, the success of these transactions depend upon the various players’ abilities to draft appropriate and fair contracts. During the last decade the European venture capital and private equity market has matured and has adopted uniformed contracts containing effective checks and balances-provisions. It is an objective of this course to provide an understanding of how proper contract drafting and self-regulation can make this particular market function. Focus will be on contract drafting in relation to (i) private equity fundraising, (ii) venture capital and private equity investing, including leveraged buyout transactions, and (iii) exit, including trade sales and IPOs. At the same time as the venture capital and private equity market in Europe is maturing, the regulation of financial markets in Europe is developing and new legislation aimed at private equity fund managers has recently been adopted.

The course is offered in association with the Forum for Company Law and Financial Market Law (FOCOFIMA).

  • Corporate governance issues
  • Corporate finance - equity related aspects
  • The private equity cycle
  • Venture capital investments
  • Buyouts - MBOs and LBOs
  • Going private - takeover regulation and delisting
  • Incentive programs in private equity transactions
  • Private equity exits - IPO or M&A transaction



Learning Outcome

- Identify the regulation of traditional private equity transactions and the relevant parties involved in these transactions and explain the major principles involved in regulating these transactions.
- Discuss the principal-agent problems relating to each stage of the private equity cycle and the contractual provisions generally adopted to mitigate these problems.
- Explain the structure of venture capital investments and buyout transactions.
- Identify the regulatory issues relating to the financing of large buyouts.
- Present the legal framework for takeovers and delisting of listed target companies.
- Critically reflect upon the functioning of the private equity market and its impact on the institutional investors on one side and the portfolio companies on the other side.
- Explain how investors are protected, by whom and the general principles involved.
- Analyse the motivation and considerations involved when a company is going public and the regulation of prospectuses in EU law and Nordic law.
- Analyse the motivation and considerations involved when a company is taken private.
- Analyse the motivation and considerations involved when a company is involved in a trade sale to a financial or industrial buyer.
- Analyse and describe the need for restrictions, incentives and monitoring at each stage of the private equity cycle.
- Describe the regulation of private equity fund managers and put the general principles behind it into perspective.
- Communicate and formulate her/his knowledge and arguments professionally and linguistically correct and in a way that is structured and coherent

"Private Equity" (udgivet af DJØF i november på dansk og pt. under oversættelse til engelsk) samt supplerende artikler i lighed med tidligere år

Required readings cover app. 500 pages.

  • Category
  • Hours
  • Preparation
  • 241
  • Seminar
  • 34
  • Total
  • 275
Type of assessment
Oral examination, 20 min
Oral exam without preparation 20 minutes
Marking scale
7-point grading scale
Censorship form
External censorship
Exam period

December 14-18, 2015 (preliminary dates)