SYLLABUS CORPORATE FINANCE (Spring 2015) PROFESSOR: Robert J. Rhee OFFICE: Office # 378 CONTACT: 352-273-0958 rhee@law.ufl.edu CLASSROOM: Room 283 CLASS TIME: Wednesday: 11:00 AM to 11:50 AM Thursday: 11:00 AM to 11:50 AM Friday: 11:00AM to 11:50AM OFFICE HOURS: Wednesday: 3:00 PM to 4:00 PM Thursday: 3:00 PM to 4:00 PM Friday: 3:00 PM to 4:00 PM FINAL EXAM: May 4, Monday: Exam available for pick-up in the Dean’s Office 8:30 a.m. to 4:30 p.m. Students will have 24 hours to return the exam to the Dean’s Office. (See below for specific instructions on Exam Procedure). COURSE DESCRIPTION This course examines the legal and financial economic aspects of corporate finance. Course coverage includes foundational finance theories, and legal aspects of capital structure (including analysis of debt securities, equities, structured finance, and derivatives). Combined with Corporations, this course is intended to provide students with a rigorous background in the legal and financial aspects of corporate business. TEXTBOOKS Course package and handouts provided by Professor Rhee, which is principally a manuscript of his forthcoming casebook to be published by Aspen Publishers. COURSE GRADING Your grade will be based on 80% final exam, 10% class participation, and 10% preparedness. The 10% class participation grade will be based on three levels of assessment at the end of the course: Superior 10%, Satisfactory 6%, and Minimal 2%. Superior means consistently participating with high quality comments, insights, and analysis during the course. Satisfactory means consistently participating with quality comments, insights, and analysis during the course. Minimal means inconsistent or minimal participation. The 10% preparedness will be assessed as follows. All students start with 10%, and during the course this grade will be deducted for each instance of the following: (1) 0.5% for each class absence, excluding religious holidays excused by prior permission (email suffices); (2) 1% for each instance of a failure to read the class assignment. If you attend all classes and come prepared, you should be awarded all 10%. Other than previously excused religious holidays, absences will not be distinguished between “good” or “no excuse” absences, and all absences will result in a 0.5% penalty. Given the minimal penalty for any single absence, a few absences, “good” or “no excuse,” should not substantially affect your final grade in the course. It is only when absences are many that they may significantly affect your final grade. The final exam will be a take-home exam. Exam grades are done on a blind basis. All grades are final. There will be no regrading or revisions from me, except to correct any mathematical or clerical errors in computing the final score. FINAL EXAM FORMAT The final exam will be a take home, open book exam. You may use the class reading assignments and any handouts, including PowerPoint class notes, and any notes or outlines you or your peers in the course created. You may not use any other materials, including such things as internet resources and other published materials including textbooks and commercial outlines. The exam is a sole effort, and you may not consult any person during the exam period. The final exam may have will have at least two essay questions, and may have short answer and multiple choice questions as well. Short answer and multiple choice questions are fairly self-explanatory. Essay questions will be an issue-spotting, analysis, or problem-solving format typically seen in most law school exams. The essay and short answer questions, if any, will have page limits or other writing restrictions. You will receive instruction on the specific format of the exam toward the end of the course. The issues and topics for exam questions will come from the course readings and class discussions. Accordingly, class attendance and class preparation will be important to doing well in the course. EXAM PROCEDURE The exam will be given on May 4, Monday. Exams will be available for pick-up in the Dean’s Office from 8:30 a.m. to 4:30 p.m. on Monday, May 4. Student will affirmatively check-out the exam and indicate the time of check-out. Students will then have 24 hours to return the exam to the Dean’s Office. Upon returning the exam answer, students will affirmatively check-in and indicate the time of delivery of the exam. Example: if a student checks out the exam on Monday, May 4 at 1pm, the exam is due no later than Tuesday, May 5 at 1pm. If an exam is late, for every 1 hour period, the exam grade will be deducted by 5% of the total maximum grade of 100%. Any fraction of an hour, regardless of the number of minutes, will be rounded up to one whole hour. Example: if a student checks out the exam on Monday, May 4 at 1pm, and the exam answer is submitted on Tuesday, May 5 at 2:05pm, the exam would be 1 hour and 5 minutes late. Since the exam would be 2 whole hours late based on the round up rule, the final grade will be deducted by 10%. Therefore, if the exam had a merit grade of 85% out of 100%, the final assigned grade for the course will be 75%, which will then be converted into a letter grade based on the class curve. No exam will be accepted after 4:30pm, Tuesday, May 5, which will result in a failing grade. This also means that students who check-out the exam on Monday at 4:30pm or thereabouts will have no or little option to submit the exam late, and must be absolutely punctual in returning the exam. Accordingly, it is highly advisable that you check-out the exam on Monday, May 4, with sufficient time to anticipate any foreseeable or unforeseeable problems, such as traffic jam, printing problems, and other delays. Barring some exigent circumstance, Professor Rhee and the Dean’s Office will not accept email delivery. Exams must be delivered in printed physical form. Please note also that email to Professor Rhee will necessarily compromise anonymity. CLASS CANCELATION AND MAKEUP Due to my role in the law school’s Dean Search Committee, I will have unavoidable conflicts with class schedule. At the moment of writing this syllabus, I need to cancel class on the following days: Friday, February 27 Friday, March 13 These classes will be made up via prerecorded video lectures that you must watch. I anticipate that after March 13, I will also need to cancel several more classes, though I do not know the schedule that far in advance. When I become aware of a committee conflict, I will let you know and take steps to prerecord video lectures. I thank students for their understanding and cooperation in this process. ASSIGNMENTS Class # 1 Date Wed. Jan. 7 Topics, Issues, and Cases Reading Introduction Balance sheet Income statement Bolt v. Merrimack Pharmaceuticals Review Alcoa balance sheet and statement consolidated operations at the end of the chapter Intro Ch. 1 Pages 13-39 55-56 of 2 Thurs. Jan. 8 Cash flow statement Shareholder’s equity Financial statement analysis Review Alcoa cash flow statement and statement of changes in consolidated equity at the end of the chapter Ch. 1 Pages 39-54 57-58 3 Fri. Jan. 9 Risk and return Time value of money Ch. 2 Pages 59-77 4 Wed. Jan. 14 In re Vanderveer Estates Holding LLC Cost of capital Cede & Co. v. Technicolor, Inc. Security market line Ch. 2 Pages 77-104 5 Thurs. Jan. 15 Market multiples Agranoff v. Miller Discounted cash flow analysis Cede & Co. v. Technicolor, Inc. Ch. 2 Pages 105-130 6 Fri. Jan. 16 Valuation process Cede & Co. v. Technicolor, Inc. In re Pullman Const. Indus. Inc. Valuation of bonds Ch. 3 Pages 130-168