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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 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 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.
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.
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 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.
An overview of the typical diligence process in lending transactions, including what’s reviewed and why.
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 corporate restructurings, including the differences between bankruptcy and restructuring and the factors companies consider when deciding whether and how to restructure or liquidate. Also covers the key players in a corporate restructuring on the debtor and creditor sides as well as the additional players involved in a Chapter 11 case.
This course explains corporate restructuring work at a large law firm and what restructuring lawyers do. It covers the various factors that influence the type of work involved, such as in-court vs. out-of-court restructurings and creditor vs. debtor representation, and what restructuring teams look like.
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.
The key financial concepts in bankruptcy practice, broken out by the main phases of the bankruptcy process.
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.
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 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.
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 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.
A look at payoff letters, including when they’re used, why they’re important, and what they usually contain.
An explanation of the different types of restructuring transactions, including in-court and out-of-court transactions and their relative advantages and disadvantages. Covers options such as traditional Chapter 11 filings, prepacks, prenegotiated cases, 363 sales, and workouts.
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.
An overview of loan repayments, including a discussion of amortization, balloon payments, voluntary vs. mandatory prepayments, and prepayment penalties.
At its heart, Chapter 11 is an adversarial process. This course explains the key litigation concepts and actions in a Chapter 11 bankruptcy case, including jurisdiction, the bankruptcy estate, core proceedings, contested matters, and adversary proceedings.
An overview of the main stages of a Chapter 11 case, including venue and liquidity runway considerations; filing and commencement; administration; the Chapter 11 plan, disclosure statement, and solicitation process; and plan confirmation and exit from Chapter 11.
An overview of debtor-in-possession (DIP) loan arrangements. Covers the process, documentation, and lenders, including a discussion of the benefits offered to DIP lenders under the Bankruptcy Code.
An overview of avoidance actions in a corporate restructuring, with a focus on preference actions and actual or constructive fraudulent transfers and conveyances.
A discussion on assuming, assigning, and rejecting executory contracts and unexpired leases under Section 365 of the Bankruptcy Code. Covers timing, process, requirements, and the effect of rejection.
An introduction to prepacks and prenegotiated Chapter 11 cases, including what they are, why they’re used, and their respective advantages and disadvantages. Also covers process, solicitation of votes, hearings, and documentation.
An introduction to 363 sales, focusing on the main differences between 363 sales, out-of-court sales, and Chapter 11 plan sales.
An overview of how companies use cash and unsecured credit to finance their operations during bankruptcy. Covers encumbered cash (cash collateral), unencumbered cash, establishing adequate protection, and how companies can take out additional unsecured credit.
A walkthrough and explanation of a typical disclosure statement and order, including the related forms of notices and ballots. Covers the main requirements, contents, and drafting process.
The “first days” in a Chapter 11 case are very important and serve as the basis for the company’s operation in Chapter 11. This course explains what happens in the first days and covers the various first day orders, motions, and hearings.
A discussion of plan confirmation requirements under Section 1129 of the Bankruptcy Code, covering both consensual and nonconsensual (or cramdown) confirmations. Includes explanations of voting requirements, the best interests test, and the absolute priority rule.
A walkthrough of a sample Plan of Reorganization to show what’s in them and why, with explanations of the mandatory and discretionary plan provisions of Section 1123 of the Bankruptcy Code. Explains concepts like class designations and treatment, death trap provisions, and plan implementation.
A discussion of the phases, process, and timeline in a 363 Sale. Includes marketing, stalking horse bidders, the APA, bidding procedures, the auction process, and court approval and closing.
Restructuring Support Agreements (RSAs) are used to document support for a company’s proposed restructuring plan. This course discusses what’s in an RSA and how they’re used. It also walks through a sample RSA to explain their key provisions.
Explains three critical issues for a company as it goes through a bankruptcy case: the methods of financing available to the company, the process and procedure of bankruptcy litigation, and how contracts and leases are dealt with when a company goes through a restructuring.
The different types of Chapter 11 cases, the process of a Chapter 11 case (including the “first days” and 363 asset sales), and the major documents in Chapter 11 (including Chapter 11 plans, disclosure statements and orders, and restructuring support agreements).
An introduction to corporate restructuring practice, including how restructuring practice groups are organized, the roles of the key players, the types of restructuring transactions distressed companies may consider, and overviews of Chapter 11 cases and 363 sales.
A selection of courses on commercial lending and financial concepts relevant in finance practice for first-year associates.
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.
The basics of M&A and securities offerings. Introduces associates to deal structures, diligence, closings, registered and unregistered offerings, finance concepts, and other important aspects of corporate practice.
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.
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.
Introduces summer associates to corporate practice, with a focus on M&A, securities, and commercial lending work.