This course is a survey style course designed to familiarize the student with basic concepts of corporate finance, including certain valuation methodologies, related accounting concepts and legal and administrative requirements. The course will be taught by the Socratic method and require substantial participation by all students. It will focus on the lawyer’s role in a corporate finance practice, dealing primarily with public companies, debt and equity financings and the terms and provisions of certain financial instruments, such as preferred stock, subordinated debentures, warrants, stock options and various classes of common and preferred stock. It also may cover various aspects of mergers and acquisitions (“M&A”), control transactions and anti-takeover defenses.

The course will naturally contain a substantial amount of crossover with some of the corporate concepts covered in Business Associations, e.g., capital formation, shareholder rights, class action and derivative litigation, officer and director fiduciary duties, and M&A transactions, which may be included or implicated in one or more of the cases on the final exam.

The course should not be considered a substitute for an MBA course on the subject matter or of the same title. Such MBA courses offer a far more in-depth treatment of the subjects introduced in this course and focus generally on the role of investment bankers and other financial advisors in the process of raising capital and negotiating other financial transactions.

P: Business Associations or Concurrent with instructor permission