Corporate Finance
Professor McCall
Basic Information
• Syllabus is online via my Faculty Profile
• Read Syllabus and Attendance Policy
• Required Book: William J. Carney,
Corporate Finance Principles and Practice
(Foundation Press)
• A word on business and accounting
background
What is involved in the Study of
Corporate Finance
• Measurement, Calculation and Evaluation
of Firms and their Output
• The investment in and return from
business ventures
What do Corporate Finance
Lawyers Do?
• Represent Banks and Businesses in structuring
and documenting secured and unsecured loans
(Banking Law, Corporate Law, Contract Law,
Uniform Commercial Code, Bankruptcy Law,
State Debtor-Creditor Law, Tax Law)
• Represent Investment Banks and Companies in
accessing Public Finance Markets (Securities
Laws, Contract Law, Corporate Law, Bankruptcy
Law, Uniform Commercial Code, Tax Law)
What do Corporate Finance
Lawyers Do?
• Represent Private Investors (Venture Capitalists,
Business Angels, Private Equity Funds) and
Companies in private investments in business
ventures (Contract Law, Corporate Law,
Securities Laws, Bankruptcy Law, Tax Law)
• Represent Originators, underwriters and
Services in Securitization (Securities Laws,
Fraudulent Conveyance Laws, Corporate Law,
Contract Law, Uniform Commercial Code,
Bankruptcy Law, State Debtor-Creditor Law, Tax
Law)
Outline of Course
• Accounting: Understanding and Using Financial
Statements: Abbreviated Accounting for
Lawyers
• Understanding different metrics for valuing
assets, liabilities, firms and investments
• Overview of Capital Structure
• Issues Connected with Common Stock
• Corporate Debt with a focus on Corporate bonds
• Issues connected to Preferred Stock
• Options and Convertibles
• Dividends and Distributions
Accounting for Lawyers
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Why does it matter?
I went to law school because I do not want to be an accountant
Accounting – process of producing financial statements
Auditing – Review of the methodology and processes for
producing accounting statements
• Public Company – A company with an obligation to file reports
under the Securities Exchange Act of 1934 usually as a result
of conducting a public offering of securities
• Private Company – A company which does nto have such an
obligation
Bodies of Accounting “Law”
• US GAAP (Generally Accepted Accounting Principles in the
United States)
• Other country GAAP (UK GAAP, Mexican GAAP)
• International Accounting Standards (IAS) also referred to as
IFRS – transnational harmonization of accounting standards
mandatory for European Public Companies and permitted in
some US Public Company filings.
Sources of Accounting “Law”
• Financial Accounting Standards Board FASB
– SFAS (Statements of Financial Accounting Standards)
– (EITF) Early Issue Task Force Reports
• US Securities and Exchange Commission
– Regulation S-X
– (SAB) Staff Accounting Bulletins
– Office of the Chief Accountant and resolving Accounting Comments on
Registration Statements
• Public Company Accounting Oversight Board (PCAOB)
• International Accounting Standards Board (IASB)
Handy Web Addresses
• Law.com’s daily corporate law news site:
– http://www.law.com/jsp/pc/corplaw
• The SEC’s EDGAR site for all corporate filings:
– http://www.sec.gov/edgar/searchedgar/webusers.htm
• The Corporate Library:
– http://www.thecorporatelibrary.com
• Financial Dictionary (your glossary for this course):
– http://www.afponline.org/dictionary/bfglosa
• Public Company Accounting Oversight Board
– http://www.pcaobus.org/
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Handy Web Addresses
• Financial Accounting Standards Board
– http://www.fasb.org/
• Staff Accounting Bulletins
– http://www.sec.gov/interps/account.shtml
• International Accounting Standards Board
– http://www.iasb.org/Home.htm
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