June 23, 2011
Corporate Finance Roundtable: Corporate Finance as Planning and Drafting
Posted by joanheminway

Not to disagree completely with my friend and colleague Karl Okamoto, but I do believe there is value to a course in Corporate Finance in the law curriculum (as well as the inculcation of finance in that curriculum, as Karl suggests).  I also have determined that the existence and nature of an appropriate, valuable course in Corporate Finance may vary from law school to law school.  It is the responsibility of each law faculty and law school administration to design the appropriate curricular approach to educate its profile of students using the talents of its faculty.

Over the past 11 years, I have worked with my deans and my colleagues at the Clayton Center for Entrepreneurial Law here at Tennessee to design a planning-and-drafting course in Corporate Finance appropriate for our business law students, most of whom work in small and medium-sized firms on small business capital formation, M&A, and other routine business transactions (in addition to business formation and maintenance).  To do this work, they have to know how to draft basic business transactional documents and ancillary materials (e.g., board resolutions) that comply with law, contract drafting principles, and transactional norms.  This type of drafting requires specialized legal knowledge and skills, most of which cannot be obtained in full in the normal course of a three-year law curriculum, even if a student concentrates on business law in his or her second and third year.  But I believe the appropriate foundation can be set in law school.

The details of my Corporate Finance course are complex, but the basics are embodied in my portion of the transcript of a recently published panel discussion (the rest of which also is appropriate subject matter for this Roundtable).  Students who take my course typically have a background in finance or have taken our Introduction to Business Transactions course (which is an introduction to finance created and taught by my colleague, Bob Lloyd).  That course is described in our curriculum as a "[n]on-technical introduction to accounting, finance, and the functional relationships among the various actors in business transactions" and includes "[a]nalysis of business transactions with view toward needs of business clients."  Like Karl's course, Bob's course involves his own teaching materials.

I look forward to the continued discussion in this Roundtable.  Corporate finance is an important subject matter for us to consider and debate as our students prepare themselves for an ever-growing variety of careers in and involving the law.

Finance, Roundtable: Corp Fin, Teaching | Bookmark

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