Shearman & Sterling
New York
www.shearman.com
Finance for Lawyers Seminar Series
Instructor:
Prof. Ian Giddy
New York University
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Instructor  |
Inside Commercial Banking This module takes an inside look at commercial banking in a time of transition. Which banks can make money, and how can they do so? Starting with the basic economics of the characteristics of banks that make them special and subject to specific regulations such as capital requirements, the instructor explores the past and future competitive pressures that are driving the transformation, consolidation and even collapse of many banks at home and abroad. These pressures include the incursion of investment banks into commercial banks' domain, and vice-versa; the ability of banks' corporate clients to raise multicurrency, multimarket debt; the Euro phenomenon; the unbundling of credit risk; and the increasing importance of leveraged lending and equity or quasi-equity financing in M&A activities. The growth of asset-backed securities and other forms of off-balance sheet financing, including project finance, is accorded in-depth treatment. Topics include:
This module offers an overview of finance from the perspective of the corporate financial manager. Beginning with the premise that the goal of management is to increase the value of the firm, participants will walk through the key decisions -- investment, financing, and risk management -- that contribute to shareholder value. The investment side will include portfolio selection and management decisions, capital budgeting under risk, and M&A. The financing side comprises decisions about capital structure -- how much debt, relative to equity is optimal for a particular firm, including regulated financial institutions -- as well as decisions about what kind of debt, and what kind of equity, is right for the firm. Both investment and financing decisions are tied to financial risk management, including the choice of hedging instruments. The third leg will therefore offer insights into how corporations measure and manage interest rate and currency risk, and which instruments best suit their purposes. Topics include:
Corporate financial restructuring involves any substantial change in a company’s financial structure, or ownership or control, or business portfolio, designed to increase the value of the firm. This course will be taught around several major topics employing in-depth group work on case studies and deal documentation. The focus will be on identifying situations that call for nonstandard corporate finance solutions, and the design and pricing of the situation-specific financing instruments. Examples of such situations include stress-induced financial restructuring, recapitalizations, private equity and leveraged buyouts, mergers and acquisitions, and divestitures. In many cases resolving these issues will require structured finance solutions. Topics include:
This module expands upon the role of an investment banker or securities professional and his or her interaction with legal counsel when bringing a deal to market. Ideally bankers contribute to the corporate decision making process as advisors and generators of new ideas as well as acting as intermediaries between corporate financial managers and the markets. Throughout the advisory and distribution process they may however be critically reliant upon the experience, judgement and timely support of legal counsel. Therefore the module begins by setting out a time line for a representative corporate financing transaction. It examines the expectations of all parties: corporate client, banker and lawyer during the decision-making and security issuance process until a deal is finalized. In addition, in this half-day session participants are asked to work through a case study in small groups. The case emphasizes the decision making process that leads to a selection of a banker. It also requires an understanding of corporate financing as well as risk management alternatives. Finally it addresses the role of legal counsel in completing the process and bringing an issue to market whether acting on behalf of the corporate or the bank. Topics include:
Presentation Slides
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