Written by a noted corporate legal skills trainer, this invaluable, affordable tool offers the financial, business, accounting, drafting and legal information that must be understood for corporate finance documentation, especially debt documentation. Covering all the components of effective contract drafting, Drafting for Corporate Finance offers a practical grasp of basic structural issues, including the parties, instruments, markets, and terminology - conditions precedent, representations, warranties, defaults, and other provisions, and their interplay - full spectrum of subsidiaries, starting with wholly-owned vs. non-wholly owned - Contract structure, drafting, and negotiation, including potential problems - housekeeping, insurance, information, general business, and financial covenants - debt and negative pledges, including restrictions on sale-leasebacks, on debt, and on debt of subsidiaries - enforceability, security interest, true sale, and 10b-5 opinions - amendment, control,
The book does a fantastic job summarizing corporate finance practice from a pragmatic perspective. Specifically, the book incredibly achieves the following:
1. it covers the business considerations and backgrounds knowledge (e.g. accounting, bankruptcy) in connection with corporate finance transactions, intended to help readers to understand the "why" behind each deal in the business context; 2. it provides a big picture of a lawyer's role throughout deal lifecycle, discussing issues and areas of law related to corporate finance, ranging from bankruptcy, structured finance, corporate structure, etc.; and 3. It walks through the provisions of corporate finance transactional documents one by one, explaining how they interrelate and affect the deal in practice.
In sum, the book comprehensively covers a wide array of subject matter in-depth. It is not easy to read and digest, especially for readers, like me, who do not have significant corporate finance practice. Yet I end up learning so much from finishing this book, and I think it is worthy of reading for every corporate lawyer.