VENTURE CAPITAL

The Venture Capital Certificate aims to provide an integrated and applied understanding of venture capital and entrepreneurial finance through two complementary perspectives: the founder, who must build, finance and scale an innovative company, and the investor, who must select, assess, structure and monitor investments characterised by high uncertainty and growth potential. The program examines the startup development cycle and the investment process, from defining the entrepreneurial opportunity and business model to fundraising, valuation and round structuring, post-investment governance and exit options. Particular attention is devoted to how founders and investors interpret the same elements — team, market, product, traction, economics, risk and capital — in light of different objectives, constraints and time horizons. By the end of the program, students will have acquired analytical and applied tools to assess the investability of an entrepreneurial project, design a financing strategy consistent with its stage of development, analyse an investment decision and understand its economic and governance implications. The Certificate also develops quantitative skills related to cap tables, dilution, valuation, venture returns, convertible instruments and exit scenarios, together with transversal skills in communication, negotiation, critical thinking and decision-making under incomplete information. Teaching combines essential theoretical frameworks, empirical evidence, real cases, quantitative exercises, simulations and project work, with substantial contributions from venture capital and innovation ecosystem professionals.

No formal prerequisites are required. The Certificate is designed for Master’s degree students from different academic backgrounds who are interested in the creation, growth or financing of startups and innovative companies. Useful but non-binding prior knowledge includes introductory concepts in business, strategy, accounting and finance; familiarity with spreadsheets; and an interest in innovation, technology and entrepreneurship. Essential quantitative concepts will be reviewed during the program through an applied approach.

Upon completion of the Certificate, students will be able to: • analyse the attractiveness and investability of an entrepreneurial opportunity by assessing the team, problem, solution, market, competition, business model, traction and key risks; • design a startup development roadmap, identifying operating, commercial and financial milestones and linking them to funding needs; • assess the fit between the venture’s stage of development and key funding sources — bootstrapping, grants, business angels, accelerators, venture capital, corporate venture capital and venture debt — understanding their advantages and trade-offs; • build and interpret a cap table, modelling financing rounds, dilution, ESOPs, convertible instruments, pro-rata rights, follow-ons and exit scenarios; • critically apply the main valuation approaches used for startups and innovative companies, understanding their assumptions, limitations and sensitivities; • prepare an evidence-based fundraising narrative and pitch deck grounded in milestones, funding needs and use of funds; • assess an opportunity from the investor perspective, formulating an investment thesis, identifying red flags and defining due diligence priorities; • interpret and negotiate the main economic and governance terms of a term sheet, assessing their effects on ownership, control and return distribution; • analyse post-investment decisions, follow-on financing, bridge rounds, distress situations and exit options; • formulate and defend an entrepreneurial or investment decision through concise, structured, data-driven communication with explicit awareness of risks. The Certificate is particularly relevant for aspiring founders, young entrepreneurs, analysts and professionals interested in venture capital and corporate venture capital, innovation management, consulting, business development and the development or financing of innovative companies.

The Certificate covers the main topics in venture capital and entrepreneurial finance across the startup development cycle, consistently maintaining a dual founder/investor perspective. Core contents include: • startup and venture capital ecosystem: actors, development stages, fund economics, portfolio construction, the power law and the investment cycle; • from entrepreneurial opportunity to investment case: team, problem-solution fit, market sizing, business model, go-to-market, unit economics, traction and milestones; • startup financing strategy: bootstrapping, grants, angels, accelerators, VC, CVC, venture debt, equity and quasi-equity instruments; • staged and milestone-based financing: the relationship between capital raised, risk reduction, runway and the next financing round; • fundraising readiness: pitch deck, data room, investor targeting, fundraising process, storytelling and use of funds; • investor decision-making: sourcing, screening, investment thesis, market and competitive analysis, team assessment, due diligence and Investment Committee approval process; • startup valuation: venture capital method, comparables/multiples, scenario analysis and limitations of DCF in early-stage contexts; • cap tables and venture returns: pre-money/post-money, dilution, ESOPs, SAFEs/SFPs/convertibles, pro-rata, follow-ons, liquidation waterfalls, MOIC and IRR; • deal structuring and term sheets: allocation of economics and control through liquidation preference, anti-dilution, governance, reserved matters, vesting, leaver provisions, information rights and exit provisions; • post-investment and board dynamics: KPIs, reporting, strategic support, bridge rounds, follow-on and stop/go decisions; • exit and return analysis: M&A, secondary transactions, IPO overview and return scenarios. The program uses professional cases, quantitative exercises and simulations and culminates in a Final Venture Challenge in which students alternate between founder teams and investment teams.

Core materials: • Lecture notes, case studies, datasets, cap table models and materials prepared by the instructors and professionals involved in the Certificate. • Andrew Metrick and Ayako Yasuda, Venture Capital and the Finance of Innovation, Wiley, latest available edition (selected chapters). Supplementary materials: • Ilya A. Strebulaev and Alex Dang, The Venture Mindset, Portfolio, 2024. • Sebastian Mallaby, The Power Law: Venture Capital and the Making of the New Future, Penguin, 2022. • Paul Gompers and Josh Lerner, The Venture Capital Cycle, MIT Press, selected chapters. • Aswath Damodaran, selected materials on the valuation of young and growth companies. • NVCA Model Legal Documents and selected public Invest Europe materials. • William A. Sahlman, “How to Write a Great Business Plan”, Harvard Business Review. • Brad Feld and Jason Mendelson, Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, Wiley, latest available edition. Additional academic articles, case studies and professional materials will be assigned by the instructors depending on the topics and cases discussed.

The Certificate adopts active and experiential teaching methods consistent with the applied nature of venture capital and entrepreneurship. Lectures are integrated with real cases, quantitative exercises, simulations and interaction with industry professionals. Methods include: • dual-perspective learning: each topic is discussed from both the founder and investor perspectives; • case-based learning on startups, financing rounds, term sheets, distress and exits; • learning by doing through pitch decks, cap tables, valuation cases, screening memos and investment memos; • role-plays and simulations of investor meetings, term sheet negotiations, board discussions and Investment Committees; • teamwork, peer feedback and guided discussions; • guest sessions with venture capitalists, founders, advisors and other ecosystem professionals; • targeted use of spreadsheets and digital tools; AI tools may be used for research, preliminary analysis and assumption stress-testing, subject to critical verification of sources and outputs. The approach prioritises the ability to apply concepts, exercise professional judgement, make assumptions explicit and defend decisions under incomplete information.

Assessment will combine individual and group components: • team-based Final Venture Challenge: development of a startup case including pitch deck, funding strategy, use of funds and cap table/valuation case; • final oral presentation and Investment Committee simulation. The oral component will include individual questions in order to assess each student’s contribution and mastery separately. Assessment is on a pass/fail basis and will take into account:accuracy, quality and transparency of assumptions, ability to integrate founder and investor perspectives, quality and verifiability of evidence, clarity of storyline, awareness of risks and quality of decision-making. A peer-evaluation component may be used to assess individual contribution to team work. Priority will be given to topics that explicitly integrate the entrepreneur and investor perspectives and use verifiable sources, transparent assumptions and an analytical approach. Requirement for obtaining the Certificate: regular attendance of at least 70% of the learning activities and successful completion of the final assessment. For "non-compliant" students and students exempt from the attendance requirement, learning outcomes will be assessed through an oral examination, defined by the instructor in accordance with the Certificate content, learning objectives, and expected learning outcomes. For this purpose, the examination for "non-compliant" students and students exempt from the attendance requirement may include, at the instructor's discretion, questions on course content, discussion of cases or practical scenarios, analysis and discussion of materials, presentation and discussion of individual assignments, or any other assessment methods deemed appropriate to verify the full achievement of the expected learning outcomes. The Digital Badge will only be awarded to students who meet the minimum 70% attendance requirement. Therefore, students who, for any reason, including exemption from the attendance requirement, do not meet this threshold will not be eligible to receive the Digital Badge, even if they successfully pass the final examination.

Not applicable