Prerequisite: None

Exam Type: In Class

This is a course that covers the (non-bankruptcy) law of financial distress.  Historically, companies that fell into financial distress filed for bankruptcy, making bankruptcy law the central body of law regulating distressed firms and the legal maneuvers they can make to try to resolve their distress.  That is increasingly not the case: today, the most sophisticated companies  often seek to restructure their debt outside of bankruptcy.  In this class, we will cover the bodies of law that regulate the behavior of troubled companies beyond bankruptcy law.  Topics will include, among others, fiduciary duty law and other corporate law remedies, distressed debt exchanges and the trust indenture act, fraudulent transfer law, state foreclosure law and assignments for the benefit of creditors, debt contracts, corporate finance and lender liability law.  We will devote special attention to the cutting edge transactions at the forefront of corporate restructuring practice, which are usually referred to as “liability management exercises.” 

This class is highly recommended to anyone who intends to have a career working with troubled companies or doing transactional work for sophisticated firms.  Importantly, this class is a complement to the normal bankruptcy class and does not replace that class, as we will not cover very much bankruptcy law in this course and students interested in the topic are encouraged to take both classes.