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Corporate Finance: Financial and Legal Aspects

Course Name Corporate Finance: Financial and Legal Aspects
Schedule

To inquire more about our courses, you may call our Program Sales Officers at 830.20.50 or email us at sales.cce@ateneo.edu

Price: Php 32,000
Description

This course is primarily designed to provide lawyers with a rigorous conceptual understanding of the principles of corporate finance. In corporate finance world, lawyers and finance professionals play a pivotal role - whether negotiating merger agreements and acquisitions/divestitures, establishing and structuring investment vehicles, rendering a fairness opinion, litigating derivative suits, issuing new securities, taking a firm private via an LBO or public via an IPO, negotiating a project finance deal, and other financial transactions. Corporate lawyers, investment bankers and corporate financial staff work side-by-side. In addition, lawyers often serve as negotiators in financial transactions.

Lawyers without some familiarity of the basics of corporate finance are at a distinct disadvantage. 

At the same time, this course can be of benefit to regular corporate finance practitioners because it can enlighten them on the legal aspects   of the transaction. Also, practitioners can better discuss with their documentation counterparts how to structure the transaction more efficiently. 

This course is designed to be accessible to participants with a limited mathematical background. In general, we will not assume any knowledge of mathematics beyond high-school algebra. 

Objectives

After the course, you will:

1. Learn the basic concepts of international corporate finance and investment banking; 

2. Learn how financial transactions are structured and executed – with specific roles defined. Lectures would be loaded with practical applications and examples; 

3. Improve understanding of global financial markets and trends; and 

4. Reduce the financial knowledge gap and increase practitioners' value to corporate clients.

Who should attend

- Lawyers whose focus is on corporate finance and investment banking transactions and documentation.

- Finance practitioners who want to understand the business of corporate finance with the added perspective of legal ramifications.

- Those who want to learn about corporate finance products.

Outline

I. Introduction and Key Concepts

A. Legal Aspects of Corporate Finance

B. Efficient Market and Behavioral Finance

C. Time Value of Money

D. Valuation – Discounted Cash Flow Analysis

II. Capital Structure and Leverage

A. Modigliani – Miller Theorem

B. Optimal Capital Structure

1. Cost of Capital

2. Cost of Financial Distress

C. How Corporations Issue Securities

1. IPO/Share Repurchase

2. Debt Issuance/Debt Repayment

3. Lawyer's Role

III. Derivatives and Structured Finance

A. Derivatives

1. Structure and Trading

2. Lawyer's Role

B. Financing with Hybrid Securities

1. Preferred Stock

2. Convertible Securities and Warrants

IV. Mergers and Acquisitions

A. Calculation of Key Financial Statistics and Ratios

B. Sell-Side M&A

1. Overview

2. Organization and Preparation

3. First Round/Second Round

4. Negotiations and Closing

C. Buy-Side M&A

1. Overview

2. Buyer Motivation

3. Acquisition Strategies

4. Forms of Financing

5. Deal Structure

D. Legal topics in M & A 

V.  Special Topics

A. Project Finance

B. Hedge Fund

C. Private Equity

1. Venture Capital

2. Leveraged Buyout

D. Lawyer's Role

Resource Speakers
Mr. Reynaldo Sermonia

is a Treasury Advisor working with client companies on treasury issues and corporate development. He is also a member of GT News Editorial Board, a resource person at Treasury Today UK, and an adjunct faculty member in the MBA Program at Alaska Pacific University. 

Previously, he was Treasurer at Qatargas in Doha (Qatar), Director of Treasury at Amazon.com in Seattle, Director of Treasury at Bausch & Lomb in Rochester (NY), Director of Treasury at Medtronic in Minneapolis, internal consultant at POSCO in Seoul (Korea), and held senior finance roles in other global companies. He also worked in Hong Kong as Executive Director at Sumitomo Bank Capital Markets (SBCM).

He received his AB Economics from the University of Santo Tomas, MA in Development Economics from Williams College, and MBA in Finance (with honors) from the University of Chicago. He was also a Fellow, Advanced Study Program at MIT and received a CFAME (Certificate in Financial Asset Management and Engineering) with honors from the Swiss Finance Institute and a CertICM (Certificate in International Cash Management) from ACT(UK). In addition, he completed the Oxford Private Equity Program and attended other finance programmes at Oxford, Cambridge, University of Loughborough, and Carnegie-Mellon.