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Fall 2021
5241 Advanced Drafting for Corporate Transactions - GINSBURG- 17889

Professor(s): Richard Ginsburg (ADJUNCT)

Credits: 2

Course Areas: Business and Commercial Law 

Time: 5:30p-7:30p  W  Location: 3  BLB

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: DistanceEd  The instructor for this course has expressed a preference to operate the course as distance education. This means no physical classroom is assigned for this course. This also most likely means synchronous internet videoconferencing class sessions during the day(s) and time(s) when the course is scheduled to meet. However, other, more flexible modalities are possible, such as not using some of the scheduled class sessions to meet but instead supplementing with asynchronous distance education techniques. More details should be made available from the instructor via their syllabus or via other means as the start of the semester nears.


Prerequisites:  Secured Financing and Business Organization, Recommended.

First Day Assignments:

Final Exam Schedule: Assignmnts      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election: Unavailable (Instructor Preference)

Course Materials (4/5/2021 10:19:54 PM)

Book(s) Required

Course Materials: Yes via Blackboard

ISBN: 978-1-4024-2313-0 (REQUIRED)
Plus other various forms of documents and other materials will be distributed via Blackboard.