Corporate Finance, The Lawyer's Role

Jose M. Gabilondo, Florida International University College of Law

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Table of Contents

Sample Chapter 1

Teacher's Manual

• New organization: This edition has been condensed and reorganized.
• Thematic focus on deals and the balance sheet: As reflected in the table of contents below, this edition organizes the chapters into three major parts. Part I introduces the balance sheet as a unifying concept, overviews the federal securities laws and capital markets, and frames financial accounting as a tool of legal interpretation and strategy. Part II surveys the fixed-income environment: starting with the issuer’s liquidity management, examining bank funds and money markets, and moving along the maturity spectrum to notes and bonds. Part III examines the legal framework for the issuer’s residual claimants: common stock, preferred stock, and judicial valuation of business enterprises.
• Revised teacher’s manual: The teacher’s manual has been expanded; it now features optional materials on financial history, corporate leverage, the stockholder-bondholder conflict, Treasury market structure, collateralized mortgage obligations, resource transfers between issuers and their owners, and legal capital.
• Market structure of capital formation: The chapter on the securities laws adds new material on the institutional development of the National Market System, broker-dealers, and the evolution of the SEC’s role in adjusting securities market structure.
• The U.S. Treasury market: A new chapter analyzes the U.S. Treasury market, introducing public policy features such as the statutory debt limit, examining how this market reveals a risk-less rate for borrowing generally, and using the Treasury market as a case study in debt management.
• Monetary policy: Materials discuss inflation and the Federal Reserve’s new approach to monetary policy based on ample reserves.
• Structured products and the financial crisis: The structured finance chapter expands on the instruments that contributed to the Global Financial Crisis, including asset-backed commercial paper, leveraged loans, and credit default swaps.
• Fiduciary standards of review: The chapter on common stock includes a new section on judicial standards of review in Delaware.
• Merger structures: The valuation chapter expands the discussion of mergers, in particular the most common tax-free structures used in corporate reorganizations.
• Financial derivatives: This edition consolidates the coverage of swaps, options, forwards, and futures into an appendix on financial derivatives; it can be taught as a stand-alone unit or incorporated into earlier consideration of debt and equity derivatives.
• Exercises: An appendix brings together exercises on financial statements, preferred stock, and equity dilution; it can be taught as a stand-alone unit or incorporated into earlier material.

Learn more about this series.