Corporate Finance: Financial and Legal Aspects
Early Eagle Rate:
This course is 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.
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.
Who should attend
- Lawyers whose focus is on corporate finance and investment banking transactions and
- Finance practitioners who want to understand the business of corporate finance with
the added perspective of legal ramifications.
- Anyone with interest to learn about corporate finance.
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.
I. Introduction and Key Concepts
A. Legal Aspects of Corporate Finance
B. Efficient Market and Behavioral Finance
C. Time Value of Money
II. Capital Structure and Leverage
A. Optimal Capital Structure
1. Cost of Capital
2. Cost of Financial Distress
III. How Corporations Issue Securities
A. IPO/Share Repurchase
B. Debt Issuance/Debt Repayment
C. Lawyer's Role
IV. Financing with Hybrid Securities
A. Preferred Stock
B. Convertible Securities and Warrants
V. Merger and Acquisition
A. Calculation of Key Financial Statistics and Ratios
B. Sell-Side M&A
2. Organization and Preparation
3. First Round/Second Round
4. Negotiations and Closing
C. Buy-Side M&A
2. Buyer Motivation
3. Acquisition Strategies
4. Forms of Financing
5. Deal Structure
D. Legal Topics in M&A
VI. Derivatives and Structured Finance
1. Structure and Trading
2. Lawyer’s Role
V. Special Topics
A. Project Finance
B. Hedge Fund
C. Private Equity
1. Venture Capital
2. Leveraged Buyout
D. Lawyer's Role
MR. REYNALDO J. SERMONIA is currently a Treasury Advisor advising clients on treasury issues, corporate development, and investment. 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 Bachelor’s degree in Economics from the University of Santo Tomas, Master’s degree 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, a CertICM (Certificate in International Cash Management) from ACT(UK) and a CM&AA (Certified M&A Advisor) from the Alliance of M&A Advisors, Chicago, IL. In addition, he completed the Oxford Private Equity Program and attended other finance programmes at Oxford, Cambridge, University of Loughborough, and Carnegie-Mellon.