Advising Boards of Directors (Public and Private Equity) Under Siege (SC)

What happens when a mismatch occurs between operational performance and the debt that has been incurred? When there is not enough "value" to go around (liabilities exceed assets and/or valuation) and boards and private equity firms still want to look out for shareholders? Throughout this course, we will explore how to advise boards of directors and private equity firms when their companies face these capital structure challenges. This is not "plain vanilla" material -- rather, it is a fascinating and distinct subset of possibilities available to boards. It also provides broadly applicable skills that can be used by lawyers and investment bankers in bankruptcy and/or distressed transactional settings. This course is a must for students seeking a career in corporate law, private equity transactions, and insolvency. Through interactive lectures and interesting case studies, students will learn how to: i) Identify key players and their roles and options in unexpected, special situations ii) Apply bankruptcy basics in and out of chapter 11 iii) Harmonize the disparate agendas of multiple constituencies iv) Creatively resolve complex situations with multiple creditor constituencies, liquidity issues, and fiduciary obligations to multiple parties. Students will also learn rudimentary, basic valuation skills. Topics covered will include tactics and strategies with regard to distressed M&A, financial restructurings, and story situations. Case studies will be used, and required reading is Owsley & Kaufman, Distressed Investment Banking: To The Abyss & Back, Beard Publications 2005; Owsley & Kaufman, Equity Holders Under Siege, Beard Publications, 2014.