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Fall 2020
5241 Advanced Drafting for Corporate Transactions - GINSBURG- 20147

Professor(s): Richard Ginsburg (ADJUNCT)

Credits: 2

Course Areas: Business and Commercial Law 

Time: 5:30p-7:30p  W  Location:  

Course Outline: The purpose of this course is to prepare students for their first year of general corporate practice, whether in an in-house, law firm, or solo practice setting, by completing a simulated financing for an M&A transaction. The course will focus on how secured transactions law, bankruptcy law and corporate law influence the structuring and documenting of the financing for a typical M&A transaction. Students will work through a hypothetical transaction that will be the focal point of the entire semester. The class will begin by discussing alternative capital structures and how bank loans are used to finance acquisitions, along with growth and working capital needs. We will then analyze and draft credit and security documents, and learn how specific contract provisions are important to both borrowers and lenders. We will analyze all stages of a finance transaction, and discuss the often divergent strategies and goals of lenders and borrowers. The fundamentals of negotiating critical provisions of a leveraged finance transaction will be stressed, with emphasis on private equity investors and their finance sources. The professor will relate many of his experiences in global finance transactions and share provisions from actual loan documentation to demonstrate how those fundamentals are applied in actual transactions. Although the course will be of particular interest to those pursuing a corporate or commercial law career, the concepts are applicable to any transactional practice.

Course Syllabus: Syllabus

Course Notes:   Quota=12.

Prerequisites:  Secured Financing and Business Organization, Recommended.

First Day Assignments:

Final Exam Schedule: 12/16 6-8pm      

This course will have:

Satisfies Skills Course Requirement: Yes
Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election:

Course Materials (7/1/2020 10:11:13 PM)

Book(s) Required