Corporate Finance Planning & Drafting

2 units

Enrollment limit: 30. This 2 unit course will serve as an introduction to the principles and practices of corporate finance from the vantage point of a legal practitioner. As an introductory step, the course will focus on legal aspects of entity valuation, in both the sale-of-the-business and non-sale contexts. We will then explore from a legal standpoint all basic forms of debt and equity financing by business enterprises, exclusive of bank borrowing. Privately negotiated financings will be analyzed and contrasted to publicly issued debt and equity financings. Some attention will be paid to unique financing structures used by start-up enterprises, including venture capital financing, as well as the financial tools typically used in corporate restructurings, such as leveraged buyouts and private equity takeovers. Except in this tangential sense, however, the course will not deal with merger and acquisition practice. Finally, we will briefly review the legal and regulatory structure of the U.S. capital markets, including the stock exchanges. Course work will emphasize the practical over the theoretical, although basic financial theory (e.g., CAPM) will be reviewed and applied as appropriate. The course work will consist of three drafting assignments, a student oral presentation, and mandatory class participation. The drafting assignments, each requiring student analysis of specific corporate finance issues confronting a hypothetical business enterprise, will constitute the largest component of the overall grade (e.g., 70%). Class participation, including the oral presentation, will represent the remaining element of the overall class grade (e.g., 30%). The oral presentation will be on a topic of the student's choosing, subject to instructor approval. Regular attendance in the class will be required. Pre/Co-requisite: Corporations (or corporate finance experience).