1. Corporate Finance Professor McCall

2. 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

3. 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

4. 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)

5. 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)

6. 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

7. Accounting for Lawyers 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

8. 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.

9. 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)

10. Handy Web Addresses 10 Law.com’s daily corporate law news site: –http://www.law.com/jsp/pc/corplawhttp://www.law.com/jsp/pc/corplaw The SEC’s EDGAR site for all corporate filings: –http://www.sec.gov/edgar/searchedgar/webusers.htmhttp://www.sec.gov/edgar/searchedgar/webusers.htm The Corporate Library: –http://www.thecorporatelibrary.comhttp://www.thecorporatelibrary.com Financial Dictionary (your glossary for this course): –http://www.afponline.org/dictionary/bfglosahttp://www.afponline.org/dictionary/bfglosa Public Company Accounting Oversight Board –http://www.pcaobus.org/

11. Handy Web Addresses 11 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