This casebook comprehensively surveys the legal and business issues raised by how business entities manage their capital structure. To prepare students to represent corporate issuers, institutional investors, and regulators, the casebook blends state law, federal securities regulation, accounting standards, professional responsibility norms, financial concepts, and business strategy into a practical deal perspective that emphasizes the client’s funding objectives. Coverage starts with the corporate issuer’s short-term liquidity, moves to notes, bonds, and mezzanine finance, and then continues down the balance sheet into equity, first common stock, then preferred, and, finally, judicial valuation of net worth. The casebook puts these issues in the context of federal regulation of securities, futures, and financial derivatives markets.

Contact author José Gabilondo with questions/feedback about this title.

Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 03/29/2017

Jose M. Gabilondo, Florida International University College of Law

Jerry W. Markham, Florida International University College of Law

Thomas Lee Hazen, University of North Carolina School of Law


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New laws, cases, and regulatory material

  • Jumping Our Business Startups Act (JOBS Act), including provisions on emerging growth companies, the new crowdfunding exemption from registration and Regulation CF, and pre-emption of state blue sky laws
  • Expansion of Regulation A, including Tier 1 and Tier 2 offerings, exclusion of asset-backed securities, revisions to communications and offering requirements, and provisions on “bad actor” disqualification
  • Changes to Regulation D, including offerings under Rule 506 and Rule 504
  • Resales to accredited investors under § 4(a)(7)
  • Valuation of money market funds
  • Implementation of Dodd-Frank Act provisions on retail foreign exchange transactions
  • CFTC’s new anti-manipulation authority
  • SEC action on convergence of GAAP and IFRS
  • ERISA rule on uniform fiduciary duty
  • Subprime lending litigation
  • Auction rate securities litigation

Other new coverage
  • Economic analysis of corporate leverage
  • Limitations of financial statements
  • Understanding equity dilution tables
  • Sample financial statements
  • Analysis of the statement of changes in shareholder equity
  • Variable interest entities under FIN 46(R)

  • Interest rates, including LIBOR scandal
  • Corporation’s treasury function and cash conversion cycle
  • Asset-based lending
  • Repurchase and reverse repurchase agreements
  • Asset-backed commercial paper
  • Negative covenants
  • Hold-out creditors
  • Equitable subordination
  • Internal credit enhancement in SPVs through tranching

  • Delaware Court of Chancery
  • Preferred stock as venture capital
  • Documentation used in mergers and acquisitions
  • Perfection of appraisal rights
  • Doctrine of independent legal significance

  • Writing legal opinions
  • Lawyer’s role in merger financing
  • Broker-dealer business lines and financing
  • Federal public debt limit
  • Credit default swaps
  • Exchange-traded funds
  • Sovereign wealth funds
  • GAO study on financial market regulation
  • Treasury study on electronic trading and the interdealer market

Learn more about this series.