Courses and Curriculum Development

The Global Capital Markets Center provides students with the preparation they need to function in a business environment characterized by increasingly interdependent legal and financial concerns. Center-sponsored courses expose students to global issues and problems demanding new approaches. Business students develop an appreciation for the legal aspects of business, including securities regulation and bankruptcy, and law students gain a deeper understanding of corporate finance, accounting and valuation. Such cross-training better prepares students to shape the future development of global capital markets, whether by structuring new forms of financial transactions, developing new securities regulations, corporate governance models, or systems for addressing the needs of a global economy.

Corporate Restructuring examines financial, economic, legal and business strategies underlying major corporate restructuring transactions, from the perspective of conflicts of interest between managers and stockholders, and the effects of such transactions on the welfare of managers, stockholders and other stakeholders. Current bankruptcy laws, state and federal law and judicial decisions are evaluated and the comparative advantages of courts and markets in making liquidation and reorganization decisions are considered.

Venture Capital and Private Equity uses cases, lectures and guest speakers to study venture capital and private equity markets, focusing on how financial, legal and economic issues are dealt with in financial contracts between venture capitalists and their limited partners and between venture capitalists or other private equity investors and the firms in which they invest. Students learn how venture capitalists provide capital to start-up firms in growing industries and how private equity markets provide capital to help established medium-sized firms grow and restructure.

Securities Regulation is an interdisciplinary study of the federal and state securities laws and the industry they govern, covering the functions of the SEC, registration and disclosure requirements and related civil liabilities, "blue-sky" laws, proxy solicitation and reporting requirements, broker-dealer regulation, the self-regulatory functions of the exchanges, and the regulation of investment companies.

Structuring Commercial and Financial Transactions analyzes structured finance/asset securitization transactions from a multidisciplinary standpoint, addressing how capital markets work through an understanding of bankruptcy, securities, corporation and tax law, secured transactions, and the role of rating agencies. Important commercial financing techniques are introduced, including guarantees, loan agreements, letters of credit, interest rate and currency swaps and other "derivative" products. Structured finance principles are applied to international project financing transactions.

Global Capital Markets exposes undergraduates and law students interested in pursuing careers in finance and investment banking to the latest valuation methodologies and financial products utilized on Wall Street. Guest speakers, many of whom are Duke alumni working in finance at firms such as Merrill Lynch, Wachovia Securities, Banc of America Securities and Goldman Sachs, provide opportunities for stimulating interactions among alumni, students, faculty and potential employers and ground the class in practical applications and strategy.

Current Issues in U.S. Corporate Governance examines how legislation and regulations adopted in response to recent corporate governance failures impact publicly held corporations and their constituents. The goal is to prepare students to advise corporate boards and management on fiduciary duties to shareholders and other constituents through an understanding of Sarbanes-Oxley and the revised NYSE listing standards, and the role of institutional and small investors. Students are encouraged to participate in the Center's Directors' Education Institute.

Corporate Finance combines an introduction to financial economics, the application of valuation methodology in corporate transactional contexts, and an examination of the legal norms and economic constraints that affect firm financing and capital structure. Investment securities such as bonds, debentures, preferred stock and convertible securities are examined in depth. The course explores the potential and limits of contracting as a risk allocation device in dynamic, multi-player financial markets.

Financial Services: Mutual Funds and Other Asset Managers concentrates on the robust regulatory scheme for mutual funds, addressing the investment management aspects of the federal bank regulatory system and reviewing the treatment of common problems for financial institutions managing assets under multiple regulatory formats.

The Regulatory Framework of Investment Banking focuses on the regulatory environment for public offerings, recapitalizations, mergers, takeovers and private transactions. Students examine how federal and state laws impact the actions of investment bankers in guiding clients in initial public offerings, friendly or unfriendly acquisitions, and corporate restructuring transactions. The course includes an analysis of contemporary issues affecting the NYSE, Nasdaq and alternative trading systems, including insider trading.