Structuring and Regulating Financial Transactions

In one of the most exciting, innovative, and developing areas of legal practice, companies domestically and worldwide have been raising money through an array of structures intended to separate assets from the risks associated with the company. The assets are then dedicated to repayment of capital market securities. Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax. It also introduces important commercial financing techniques and concepts, including guarantees, loan agreements, and letters of credit, as well as interest rate and currency swaps and other derivative products. In addition, it addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions.† In that context, the course also shows how structured finance principles can be applied broadly, such as to international project financing transactions and to microfinance.

The course will develop and analyze structured finance transactions from a multidisciplinary standpoint. It will also consider the ethics and efficiencies of "deconstructing" a company in this manner, including the potential to generate unanticipated consequences as may have occurred in the subprime financial crisis. The class will be challenged to identify problems and find real-life, creative solutions.

There is no formal prerequisite; however, Business Associations or a commercial law or bankruptcy course is recommended. The relevant legal principles will be learned and applied along the way - in the same manner that a good practitioner learns. A student without background in commercial law and finance should still be able to master the course. Examination or (with permission) paper.
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