Under Siege: Brds Fin Dis (SC)

Section 1, Fall 15

Schedule Information

Enrollment: 16/16
Credits: 1

Course Description

Things can and do often go wrong in corporate America. What happens when a mismatch occurs between operational performance and the debt that has been incurred -- when this not enough "value" to go around and boards and private equity firms still want to look out for shareholders? 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 sub-set of garden variety advice to boards. It also provides broadly applicable skills that can be used by lawyers and investment bankers in bankruptcy and/or distressed transactional settings. Students will learn about key players and their roles when things go badly. Bankruptcy basics and their application in and out of chapter 11 will be covered. Harmonizing the disparate agendas of multiple constituencies will be addressed. How private equity firms balance goals of returns, relationships and potentially contentious situation will be discussed, and students will learn about creatively resolving complex situations with multiple creditor constituencies, liquidity issues, valuation basics and contested valuation hearings, and fiduciary obligations to multiple parties. Topics covered will include tactics and strategies to benefit shareholders, resolution in and out of chapter 11, distressed M&A, financial restructurings, and others. 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):
Description: None

Final Type (if any):

Written Work Product
Written Work Product:

Other Work
<span style="font-size:small;">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 LawWeb by 4:30 pm (EST) on November 11, 2015.</span>

Other Course Details
Prerequisites: None Concurrencies: None
Mutually Exclusive With:
Laptops Allowed: Yes
First Day Attendance Required: Yes
Course Notes: This short course meets Monday, Tuesday, Wednesday from October 19 through October 28, 2015.   Students are required to attend all class sessions. 

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.

General Information

Schedule No.
Law No.
Modified Type
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens:
Evaluation Portal Via LawWeb Closes: