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Fall 2022
5241 Advanced Drafting for Corporate Transactions - GINSBURG- 16486

Professor(s): Richard Ginsburg (ADJUNCT)

Credits: 2

Course Areas: Business and Commercial Law 

Time: 5:30p-7:30p  W  Location: 100 

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: (Face-to-Face)  The UH registration system instruction mode for this course is listed in parenthesis. After student registration opens, there may be instruction mode changes to this course up through two weeks before the first day of classes for the term, but notice of such changes will be sent to then-registered students. For this instruction mode, instructors and students are expected to normally be physically present in the classroom. If the course has a final examination, it will be in a classroom requiring your physical presence. Other assessment, such as a mid term exam, may also be in a classroom. Whether this instructor will offer “remote presence” (starting a zoom meeting from the podium computer to enable student remote access on an occasional basis) for part or all of the semester is not known, but students should not rely on an expectation that remote presence will be available.


Prerequisites:  Secured Financing and Business Organization, Recommended.

First Day Assignments:

Final Exam Schedule: 12/07 6-8pm      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA:

Pass-Fail Student Election: Unavailable (Instructor Preference)

Course Materials (3/22/2022 2:46:47 PM)

Book(s) Required

Course Materials: Other documents and materials will be distributed via Blackboard

Drafting for Corporate Finance, Carolyn Paris (#60412-Practising Law Institute, New York City)
ISBN: 978-1-4024-2313-0