Prerequisites: Registration for the course has two prerequisites: (1) Students must have taken Corporations or be taking it concurrently with ACT. (2) In addition, a working knowledge of basic corporate financial accounting knowledge (ability to read basic financial statements) is required. The “basic corporate financial accounting knowledge” requirement is not onerous and can be met by having taken Accounting at the law school or in another graduate or undergraduate program or by having other demonstrable familiarity with reviewing basic corporate financial statement (income statement, balance sheet, and cash flow statement) from academic or work settings. Students with questions should be in touch with the instructor at msonenshine@sonenshinepartners.com with a copy to aguynn@sonenshinepartners.com.

Exam Type: Any Day Take-home

Advanced Corporate Transactions assesses the inter-related business, financial, and legal issues associated with complex corporate transactions, including Mergers & Acquisitions, Private Equity and Restructuring transactions. The course takes an interdisciplinary approach to assessing issues and dynamics that drive companies, boards, investors, and legal and financial advisers to companies in the transaction process. The course is intended for students who have completed Corporations and who are comfortable (or can reasonably get comfortable) reading the three basic financial statements of companies. These baseline accounting skills will be reviewed early in the course for context. (Students uncertain about the adequacy of their facility reading companies’ financial statements or wanting to improve those skills before the course begins are invited to confer with Mr Sonenshine before registering.)

The course addresses both how deals are done and how corporate finance and markets for corporate control evolve with the business cycle and with financial markets. The course will use business school cases and cases from the instructor’s investment banking practice, supplemented by relevant legal cases and materials and academic writings on the evolution of the multi trillion dollar M&A and Private Equity markets, often as alternatives to public market stewardship of companies. The course looks at the dramatic changes in the deal business from the 1980s through the 2008 financial crisis and in the years since the financial crisis. The course covers (A) Fundamentals of M&A, Corporate Finance and Valuation; (B) the Evolution of M&A and Private Equity Markets; (C) Business and Transaction Strategies in Deals; and (D) Current Topics in Corporate Finance and Transaction Markets.

The course is taught by Marshall Sonenshine, HLS ’85, an investment banker who has served as an Adjunct Professor of Finance and Economics at Columbia University Business School. Mr Sonenshine is Chairman and Managing Partner of New York M&A and Restructuring firm Sonenshine Partners, having previously been Partner to Paul Volcker at Wolfensohn & Co and senior Partner in M&A and Head of Media M&A at Deutsche Bank. He began his banking career at Salomon Brothers in New York. For three decades, Mr Sonenshine has advised on transactions involving major corporations worldwide including Alcoa, AIG, Conrail, Dassault Systemes, Disney, EDS, Hewitt, KKR, Luxottica, New York Times, Proquest, Siemens, Sony, Walgreens, Wellpoint, and numerous others. Mr Sonenshine is a former Editor of the Harvard Law Review and Teaching Fellow in Government at Harvard College and an Instructor in the Introduction to Law course for the LLM Program. He clerked for Hon Lawrence Pierce of the US Court of Appeals for the Second Circuit. Mr. Sonenshine has published widely on corporate financial matters at Columbia University, New York Times, Financial Times, Institutional Investor and other publications and is a frequent global financial commentator for CNBC and Bloomberg Television.