This casebook covers the basic elements of corporate finance, including capital formation transactions, distributions to security holders, mergers & acquisitions. This new edition contains sample documents, such as debentures, trust indentures, preferred stock provisions, convertible securities provisions, acquisitions agreements, as well as model provisions similar to those used by attorneys in corporate legal departments. Explanations accompany the sample documents & model provisions, describing the effect of their inclusion or exclusion. Documents appear in the text, not in appendices. Numerous challenging & integrated problems help students apply concepts & information to real-life settings. can be used by students who have not taken a Securities course & are otherwise unfamiliar with the basics. Corporate finance concepts, securities terminology & evaluation techniques are explained early in the book.

With the additional contribution of Look Chan Ho, an expert in the field of corporate finance, this thoroughly revised and updated second edition of Ferran's 'Principles of Corporate Finance Law' explores the relationship between law and finance.

To view or download the 2021 supplement to this book, click here. Like the prior edition, this Fifth Edition of Legal Aspects of Corporate Finance continues to be practice-oriented, covering the nature of the legal relationships established and maintained in the structuring and execution of various capital formation and other corporate finance transactions. It includes cases, statutes, and textual materials, and excerpts from various corporate finance documents, such as debentures, trust indentures, preferred stock, convertible security provisions, and acquisition agreements. The documentation examples are inserted in the text, rather than as appendices, in order that they can be read in conjunction with the other materials in the book. The cases provide a "judge's-eye view" of various provisions. There are also numerous integrated and challenging problems to help students apply concepts to practical situations. This new edition incorporates a number of updates and revisions including an expanded treatment of the history and business of investment banking, a discussion of the Credit Crisis of 2008 and the passage of Dodd-Frank in 2010. A Teacher's Manual is available to professors. This book also is available in a three-hole punched, alternative loose-leaf version printed on 8.5 x 11 inch paper with wider margins and with the same pagination as the hardbound book. "It is one of the best casebooks I have used in my thirty plus years of teaching. I think it is brilliant. [Professor McDermott's] cases 'tell a story' and set up the next cases and sections very nicely. It was very easy to teach from. My students enjoyed it. The material is not easily accessible, but [Professor McDermott's] approach made it so. . . an excellent book." --Professor Christian C. Day, Syracuse University College of Law

This three-volume book constitutes the first attempt to define corporate finance law as an independent field of law with its own principles and tools. The book also contains a unique theory of corporate governance with the firm as the most important principal.

The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Corporate Finance provides coverage in a more concrete and problem-based approach than other books on the market. Robert J. Rhee distinguishes this casebook from other fine books in the field in four ways: This book is interdisciplinary in nature, providing essential coverage of the basic concepts of accounting and finance needed for a business lawyer to understand the economics of the transaction; this book facilitates ease of learning and teaching, avoiding excerpting technically dense academic writings in finance and economics, which can intimidate students and teachers; it provides a basic understanding of financial instruments to prepare students for corporate practice, including many examples of actual financial contract terms and other transactional documents taken from various sources; this book takes a business and transactional perspective, including several case studies, which give students the opportunity to analyze legal problems in the context of business transactions. New to the Second Edition: Updates to the accounting materials in Chapter 1, including a presentation of the financial statements of Google (Alphabet) and Facebook (Meta Platforms). New Delaware appraisal cases that deal with the use of the discounted cash flow method of valuation. Revisions to Chapter 7, Debt Instruments, in light of new cases and materials on indentures and covenants. Additional materials on venture capital investments. Revisions to Chapter 9, Derivatives, to focus on plain vanilla put and call options. A new Chapter 10 (Structured Finance) has been added to discuss structured finance transactions and instruments with a focus on asset securitizations and credit derivatives. Professors and students will benefit from: Clear coverage of accounting, finance, valuation, and transactional economics along with good coverage of the major categories of financial instruments (common stock, preferred stock, debt, convertible securities, and derivatives). By the end of the course, students will have a basic understanding of the business aspects of corporate financing and the legal features of the majority classes of financial instruments used in corporate financing. Materials on accounting, finance, valuation, and transactional economics are presented in a clear, accessible way. Editing and annotation of the case opinions facilitate ease of reading and learning. Case studies of actual transactions at the end of some chapters, which illustrate the real-world application of the use of various securities.

The authors examine the role of the law in developing large financial markets necessary for national economic success. They discuss the basic foundational law of contracts, property and tort, corporate law, and securities law, providing both a broad theoretical and empirical case for its value in financial markets.

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm’s funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.