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An introduction to the corporate form, the four stages of a corporation’s life cycle—startup, growth, maturity, and decline—and key stages of corporation formation, including incorporation, organization, and capitalization, as well as the biggest governance issues faced by corporations at each stage and an overview of the role lawyers typically play at each stage.
The four stages of a corporation’s life cycle: startup, growth, maturity, and decline. Includes a discussion of the biggest governance issues faced by corporations at each stage.
An overview of the main stages of a typical loan transaction, including preliminary negotiations, drafting the main documents, preparing for and closing the transaction, and ongoing compliance matters.
An introduction to the US securities laws that relate to securities offerings, including a summary of the 1933 Act, the 1934 Act and other rules and regulations.
An introduction to the corporate form, including the purpose of a corporation, the ways a corporation may be taxed, the various types of corporations under Delaware law, and the reasons for choosing a corporation over other entity types.
An overview of the initial public offering process, including a discussion on due diligence, preparing and filing the registration statement, the SEC review and comment process, pricing and closing.
An introduction to the main types and features of loans, such as term loans and revolvers, bilateral and syndicated loans, secured and unsecured loans, and loan priority. Examples of these types of loans, such as asset-based loans, unitranche loans, and mezzanine debt are also covered.
A brief overview of the key players involved in a securities offering and their responsibilities. Describes the roles of issuers, underwriters, accountants and lawyers.
An overview of capitalization, including what lawyers mean when they talk about a company’s capitalization, the various forms of equity securities, the role of stock ledgers and transfer agents, and how to read a capitalization table.
An introduction to public offerings and private placements. Includes explanations of the most common types of private and public deals, such as IPOs, follow-on offerings, secondary offerings, Reg D offerings, Rule 144 and 144A offerings.
How a company authorizes its actions, including how to determine when board and stockholder approval is needed, how approvals can be obtained, the difference between resolutions, consents, and minutes, and how to determine the voting threshold needed for an approval.
The function and makeup of a board of directors, including who sits on a board, how directors are elected, the board’s powers and basic fiduciary duties, and a look at board committees.
This course looks at commercial lending practice at a large law firm, including what commercial lending is, who the main players are, and the differences between borrower and lender representations. It also covers how deals are staffed and the roles of finance partners, associates, support staff, and the clients.
The difference between incorporation and organization, important questions to ask before organizing, the process of incorporating, and post-incorporation matters like foreign qualifications.
A discussion of certificates of incorporation, including required and optional components of an initial certificate, how they change as a company grows, and the amendment process. Also covers the important differences between public and private company charters.
The credit agreement is the main agreement in a commercial lending transaction. This course covers the contents of a credit agreement, including a walkthrough of a typical credit agreement.
An introduction to the due diligence process in a securities offering, including what due diligence is and why it matters, the scope of diligence based on the type of offering and how diligence reviews relate to Sections 11 and 12 of the 1933 Act.
The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.
An introduction to the preliminary documents used in a loan transaction, including reasons why they’re used and their typical format and content. Documents covered include term sheets, commitment letters, and fee letters.
A basic overview of the various filings required by a public company, from periodic reporting requirements under the Exchange Act, to proxy statements, to reporting requirements for company insiders.
The key financial concepts in lending practice, including the main types of loans and their risk, financial reporting requirements for borrowers, financial covenants, and credit ratings.
Debt and equity offerings are a lot alike, but there are important differences to be aware of. This course explains how debt deals differ from equity deals and focuses on the applicable rules and regulations, documentation, terminology, diligence and closings.
A look at the main corporate officer roles and their duties, including which roles are required by law, how officers are elected and removed, and different types of signing authority.
An introduction to the role of stockholders in a corporation, including who stockholders are, their rights, and their fiduciary duties.
An overview of the typical diligence process in lending transactions, including what’s reviewed and why.
The key financial concepts in capital markets practice, including types of securities, pricing, securities offerings and periodic reporting.
A review of covenants and events of default, including affirmative and negative covenants, a detailed look at financial covenants, and the interplay between covenants and events of default. This course also looks at the concepts of “covenant lite” and “springing covenants” as well as the difference between a Default and an Event of Default.
Issuers that want to issue securities via registered offerings must file a registration statement with the SEC. This course discusses what registration statements are and the rules, regulations and disclosure concepts that apply to them.
A review of the common ancillary documents in a typical loan transaction, including corporate certificates, legal opinions, and documents related to collateral in secured deals.
A summary of the most common types of securities bought and sold in the financial markets, including debt, equity and hybrid securities.
How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.
Comfort Letters help give assurance to underwriters about an issuer’s financial information. This course provides a summary of what a Comfort Letter is and what it includes, and how to prepare Circle-Ups.
A form check is an important part of a registered offering and helps limit an issuer’s liability under the securities laws. This course explains what form checks are and how to do them, and includes walkthroughs of sample form checks.
A look at security interests, including different types of collateral, how security interests are created through attachment, the perfection process, and lien priority. This course also includes an introduction to Article 9 of the UCC.
A look at security instruments like security agreements, pledge agreements, and assignments. A discussion about the purpose of security instruments and their important provisions is also included.
An introduction to annual reports under state law (mainly Delaware), including what’s in the reports and why, the timing of filings, and penalties if the company is late.
A walkthrough of a sample long-form registration statement on Form S-1.
A review of closing checklists, including why they’re important, their typical format and contents, and a few tips and strategies for drafting and updating them.
An overview of syndicated loans, including why they’re used, who the main parties are, and the main categories of syndicated loans. The pre-commitment period, including important provisions in commitment letters, the syndication process, and the documentation, closing, and administration of a syndicated loan are also covered.
A review of the typical process for closing a lending transaction, from picking a closing date, to conditions precedent and conditions subsequent, closing checklists, preparing for closing, and closing day.
The primary differences between follow-on offerings and IPOs. Covers deal process, timing and documentation.
A discussion of guaranties, including the key provisions in a guaranty agreement and the different types of guaranties that can be given, such as payment vs. performance guaranties and down-stream vs. upstream guaranties.
A summary of what a greenshoe option (or overallotment) is and how it works, including an overview of the process and the documentation involved when the option is exercised.
A discussion of the closing process for debt and equity securities offerings, including the responsibilities of the parties, preparing a closing checklist and typical closing documents.
The Underwriting Agreement contains the main business terms of the deal between the issuer and the underwriters. This course provides a walkthrough of a typical Underwriting Agreement, using an example from Blue Apron's IPO, with explanations of its main provisions.
A look at payoff letters, including when they’re used, why they’re important, and what they usually contain.
A look at filing under the UCC, including a close look at a UCC-1 financing statement. This course also covers extension, modification, and termination of a financing statement by filing a UCC-3.
An overview of shelf takedowns and the applicable rules. Includes a discussion on shelf registration statements and how the shelf takedown process differs from other offerings in terms of timing, process and documentation.
An overview of the gun-jumping rules and safe harbors relating to communications during a registered offering. Includes a discussion on permitted communications during the pre-filing, waiting and post-effective periods.
A review of the two methods of calculating franchise tax, and why there’s no need to panic when a corporation receives its first bill.
An overview of loan repayments, including a discussion of amortization, balloon payments, voluntary vs. mandatory prepayments, and prepayment penalties.
The short-form registration statement on Form S-3 provide many benefits to qualifying issuers. This course discusses Form S-3 and the categories of issuers that can use them, including WKSIs and seasoned and non-seasoned issuers.
This track takes a look at the typical loan transaction process. This includes an overview of what it means to be a lending attorney, how a commercial lending deal team is typically structured, the main stages of a typical transaction, the due diligence process, the attachment and perfection process for security interests, the use of financing statements under the UCC, and the closing of the loan transaction.
This program explains certificates of incorporation and corporate bylaws, discussing their respective roles in a company, how they can be amended, and other important aspects of these important corporate documents. The program also provides an overview of the key players in a corporation: its stockholders, the board of directors, and the main officers.
This program covers how corporations authorize their actions and draft written consents, Delaware annual reports, ‘34 Act disclosure requirements for public companies, and two methods of calculating corporate franchise tax.
This track introduces the main documents involved in commercial lending deals. It includes walk throughs of the documents and their main provisions, covers key legal and business points, as well as strategic considerations for drafting, reviewing, and filing the documents. Documents covered include commitment letters and other preliminary documents, UCC-1 financing statements, UCC-3s, payoff letters, security agreements, and credit agreements.
Lawyers will learn about the main types of loans, including term loans, revolvers, secured and unsecured loans, and bilateral and syndicated loans. The program also reviews key features commonly found in commercial loans, such as repayment provisions, guaranties, and covenants and events of default.
An introduction to different types of securities and securities offerings, including an overview of the IPO process, greenshoe options, follow-on offerings, and shelf registrations and takedowns.
An introduction to the main deal documents in a securities offering and the role, scope and process of conducting due diligence for various types of securities offerings.