This course is about the corporate finance of private companies, starting out with a focus on the financing issues and decisions that arise in an entrepreneurial context. We first cover the three fundamental topics in entrepreneurial finance: (1) start-up valuation, (2) deal terms and term sheets, and (3) staged investing, growth options, and potential scale of ventures. We then apply those tools to questions about how to structure an investment in a start-up and determine an appropriate valuation, how much capital to raise and from whom, the mechanics of term sheets and capitalization tables, economics of milestones, subsequent financing rounds and exits. Finally, as time permits, we may also cover more advanced topics in the corporate finance of private companies, such as exits through SPACs, regulatory issues, structure of levered buyouts, and the organization of venture capital, private equity, and private debt funds and firms. The course is taught through a combination of lectures and case studies.