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

Section 1, Fall 22

Schedule Information

Enrollment: 10/15
Credits: 1
Days* Date Time Room
  • M
  • T
  • W
  • M
  • T
  • W
  • 10/24/2022
  • 10/25/2022
  • 10/26/2022
  • 10/31/2022
  • 11/01/2022
  • 11/02/2022
  • 1800-2000
  • 1800-2000
  • 1800-2000
  • 1800-2000
  • 1800-2000
  • 1800-2000
  • SL284
  • SL284
  • SL284
  • SL284
  • SL284
  • SL284
*“R” means Thursday

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:
Final Type (if any): Flex
Description: A take-home exam will be required in this course administered via EXPO (details to be announced).

Written Work Product
Written Work Product:

Other Work

Other Course Details
Prerequisites: Bankruptcy (Law 8002 or Law 8007) helpful, but not required Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: No
Course Resources: To be announced.
Course Notes:

Graduation Requirements

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

*If “Yes,” then students are required to submit a substantial research paper in this course, which means students do not need to submit any form to SRO for this paper to meet their upper-level writing requirement. If “No,” then students must submit a “special request” e-form to SRO (available via LawWeb) no later than five weeks after the start of the term for a paper in this class to be counted toward the upper-level 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
Evaluation Portal Via LawWeb Opens: Wednesday, October 26, 12:01 AM
Evaluation Portal Via LawWeb Closes: Friday, November 04, 11:59 PM