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Michael Olafusi

MIT: The Law of Corporate Finance and Financial Markets

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You can register on MIT Opencourseware for The Law of Corporate Finance and Financial Markets at https://ocw.mit.edu/courses/sloan-school-of-management/15-617-the-law-of-corporate-finance-and-financial-markets-spring-2004/

About the course

15.617 is an introduction to business law which covers the fundamentals, including contracts, liability, regulation, employment, and corporations, with an in-depth treatment of the law of finance, including law-sensitive aspects of M&A transactions, national and international financial and securities markets, venture capital and private equity, the financial structure of the corporation and other business entities, antitrust, bankruptcy and reorganization, the regulation of financial service providers, and the regulatory and liability risks associated with innovative financial products and services.

Some Advice from John Akula on Picking a Law Course --

I offer the following three law courses at Sloan:

15.615/15.647, Law for the Entrepreneur and Manager (fall and spring) (615 is the full-semester course; 647 is the first half)
15.616, Innovative Businesses and Breakthrough Technologies - The Legal Issues (fall only)
15.617, The Law of Corporate Finance and Financial Markets (spring only)

Based on my experience as a practicing lawyer, I recommend that students at Sloan take a law course. Managers face many law-sensitive issues that are crucial to the welfare of their companies and their own careers. These issues often arise suddenly and outside the normal course of business. Each of my courses is designed to give you the understanding you will need to exercise good judgement and leadership in those situations. Each course will also provide you with the foundation in law that you will need to make effective use of legal advisors, and to develop later in your careers a more sophisticated understanding of any legal issues that are central to your particular responsibilities.

However, I do not expect students to take more than one law course. Thus my courses are designed as an array of choices, not a sequence, and there is substantial overlap with respect to legal fundamentals. You should pick the one that interests you most.


Module I - Basic Building Blocks
1 Introduction

The Law of Duties
2 The Law of Duties (cont.) (PDF)
3 The Hard Edge of Regulation
4 Contracts (PDF)
5 Contracts (cont.) (PDF)
6 Module I Wrap-up
Module II - M&A
7 Key Players, Stages and Deal Structures (PDF)

Guest: Terry Mahoney, Partner, LeBoeuf, Lamb, Greene & McRae
8 Tax Considerations in Structuring a Deal (PDF)

Guest: Martin Allen, Partner, Kirkpatrick & Lockhart
9 The Basic Terms of a Purchase Agreement (PDF)

Guest: Terry Mahoney, Partner, Leboeuf Lamb Greene & McRae
10 Buying a Publicly-held Company I (PDF)

Guests: Stu Cable and Jim Matarese, Partners, Goodwin Procter
11 Buying a Publicly-held Company II (PDF)

Guests: Stu Cable and Jim Matarese, Partners, Goodwin Procter
12 International M&A and Joint Ventures (PDF)

Guest: David Walek, Ropes & Gray
Module III - Forms of Business Entities
13 Forms of Doing Business - An Introduction (PDF)
14 The Publicly-held Corporation I - Insider Trading and Disclosure (PDF)

Guest: Jocelyn Arel, Partner, Testa Hurwitz & Thibeault
15 The Publicly-held Corporation II - Governance and Accountability

Guest: Lisa Wood, Partner, Foley Hoag
Module IV - Raising and Investing Money
16 Venture Capital (PDF)

Guest: Edward Freedman, Corporate Counsel, Flagship Ventures
17 Other Private Equity (PDF)

Guest: John LeClaire and David Watson, Partners, Goodwin Procter
18 Public Offerings and Investment Banking

Guest: James Hackett, Partner, Choate Hall & Stewart
19 Commercial Lending and Securitization (PDF)

Guest: Matthew Furlong, Partner, Bingham McCutchen
20 Building a Hedge Fund Portfolio (PDF)

Guest: Tim Diggins, Partner, Ropes & Gray
Module V - Competition, Mobility and Insolvency
21 Antitrust (PDF)
22 Bankruptcy and Reorganization I (PDF)

Guest: John Whitlock, Partner, Palmer & Dodge
23 Bankruptcy and Reorganization II (PDF)

Guest: John Whitlock, Partner, Palmer & Dodge
24 Wrap-up

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