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

Section 1, Fall 18

Schedule Information

Enrollment: 14/15
Credits: 1
Day Date Time Room

Course Description

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.

Course Requirements

Exam Info:
Midterm Type (if any): None
Description: None

Final Type (if any): Due Date Only

A take-home exam will be distributed in a sealed envelope on the last day of the course, and students will have a stated amount of time to complete it on their honor after opening the envelope. The exam answers are due to be submitted via EXPO by noon two weeks after last class session.

Written Work Product
Written Work Product:

Other Work

Other Course Details
Prerequisites: Bankruptcy helpful, but not required Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: No
Course Notes:

Graduation Requirements

*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: No
Satisfies Professional Ethics: No

*Yes means professor requires everyone in the course to submit a substantial research paper (which is the requirement standard in Academic Policies), so no paperwork required to be submitted to SRO. No means student must timely submit paperwork to SRO if intending to use a paper in this course to satisfy the Writing Requirement.

**Yes indicates course credits count towards UVA Law’s Prof. Skills graduation requirement, not necessarily a skills requirements for any particular state bar.

Schedule No.
Law No.
Modified Type
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
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