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
- CB8 - To absorb knowledge and face the complexity of making judgements based on information that, although incomplete or limited, includes reflections on social and ethical responsibilities connected to the application of your knowledge and judgements.
- CE5 - Identify the legal aspects associated with financing the venture and the financial structures, and prepare documents and clauses to facilitate transaction management.
- CE8 - Identify human resources with sought-after talent in order to attract or train them in a new environment of innovation and technological transformation.
- CG2 - Possess planning and organisational skills, whilst having the flexibility to adapt these plans to new situations.
- CT1 - Be able to communicate effectively in a professional context.
Learning outcomes of the subject
Analyse legal structures and regulatory frameworks of Private Equity funds.
Assess fund documentation, key clauses, and investor–manager relationships.
Apply legal and tax considerations to fund structuring and transactions.
Evaluate regulatory obligations and liabilities of fund managers.
Examine deal structuring from target identification to exit.
Communicate legal and tax implications in investment decision-making.
Syllabus
Introduction to Law and Business Structures
- Overview of the course
- Concept, sources, and role of law
- Common law vs. civil law
- Legal systems: national and supranational (EU law)
- Business law fundamentals
- Types of legal entities and incorporation
- Management and governance structures
Contractual Law and E-commerce
- Types of contracts (general and commercial)
- Contractual obligations, interpretation, and termination
- Sale and purchase agreements
- Electronic vs. traditional contracts
- Regulatory framework for e-commerce
- E-signatures, formation requirements, and remedies
Pre-investment Phase
- Non-Disclosure Agreements (NDAs)
- Term sheets, LOIs, MOUs
- Due diligence: scope, types, and reporting
- Role of legal advisors
- Pre-investment structuring decisions
Investment Execution
- Investment process and formalities
- Risk allocation and completion mechanics
- Convertible instruments
- Share capital increases
- Share Purchase Agreements (SPAs)
- Incentive structures (stock options)
Agreements, Exit, and Taxation
- Shareholders’ and investment agreements
- Exit mechanisms
- Tax implications in PE/VC transactions
Cross-cutting Topics
- Regulatory framework for PE & VC funds and management companies
- Fund setup and main documentation
- Taxation: general overview, specific regimes, and carried interest
- Structuring investments and international considerations
- Importance and planning of exit strategies
Teaching and learning activities
In person
We will combine different approaches:
- Lecture.
- Business cases.
- Speakers who may provide their approach to legal and tax matters when dealing with Private Equity or Venture Capital.
Evaluation systems and criteria
In person
Class participation and attendance – 20%
Active participation in class discussions, demonstrating preparation and engagement with legal and fiscal aspects of private equity and venture capital.
Case study / practical assignment – 20%
Individual or group analysis of a real or simulated private equity transaction, including legal structuring, regulatory considerations, and tax implications.
Final exam (written test) – 60%
Assessment of theoretical and applied knowledge, including fund structuring, regulatory frameworks, investor relations, and exit strategies.
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