Facilitator Guide

Capitalization

Facilitator Guide

Capitalization

Topic: Corporate Governance
Duration: 1 hr
Format: Remote or in person

What’s covered

Stock
Options and other convertible instruments
Vesting
The sale and issuance of stock
Capitalization tables

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/capitalization/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

Capitalization

An overview of capitalization, including what lawyers mean when they talk about a company’s capitalization, the various forms of equity securities, the role of stock ledgers and transfer agents, and how to read a capitalization table.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What is a company’s capitalization structure?
What is the process for selling stock?
What are some common convertible security instruments and when might a company issue them?
What is vesting and why do companies use it?
What gets included in a company’s fully diluted capitalization?

Part 2: Group Exercise

*This exercise requires use of Excel.

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Corporate Governance topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.