Basic Courses
Pre-Session
Prior to the actual sessions, we have a White Paper available for the attendees to prepare themselves; “Introduction to Financial Statements for Lawyers”. This 18-page booklet in PDF format gives an overview of financial reporting. This material focuses on the basics of financial reporting, to be used by each individual based on their prior knowledge. Geared towards associates with little to no financial background, these materials help to make the actual sessions more effective for a broad range of backgrounds.
Understanding & Using Financial Statements
Content of financial statements, including their nuances, biases and shortcomings, and the value provided by the accompanying notes; link between balance sheet, income statement and statement of cash flow; using footnotes and other disclosure; profit vs. Cash Flow from Operations vs. EBITDA.
Financial market terminology
Identifies key terminology in transactions and how these terms are used, including leverage, loans and bonds, business models and structures, advantages and disadvantages of forms of financing from the client perspective, and stages of capital investment from lenders and equity investors.
Understanding the economy
Basics of macroeconomics, broad overview of the essential principles that drive Macroeconomic analysis from the perspective of a business operating in today’s economy, inflation & employment, fiscal & monetary policy, credit markets & interest rates, and business cycles.
Understanding Financial Markets
Capital structure of a company and the mix of debt and equity used to finance the purchase of assets, how a company makes decisions on the types of financing available, and how these decisions impact management, the shareholders and the financial statements, advantages and disadvantages of debt vs. equity financing, typical financing rounds, mechanics of bond and equity offerings.
Financial Statements for Litigators
Basics of financial statements for litigators. Covers the same material as our business course, with a focus on specific applications and topics important for ligation matters
Mid Level Courses
Understanding & Using Financial Covenants
Purpose of particular covenants, important variations that exist for each type of financial test, and their ramifications for the definitions section of a loan agreement. Topics include: accounting measurements and variations used in defining covenants; alternative definitions for the key covenants and when to use them; comparative perspectives of lender and borrower; EBITDA adjustments and variations.
Accounting Games
Examines key ways management might be influencing earnings results through timing, measurement and disclosure decisions that do not necessarily violate accounting standards. Topics Include earnings manipulation, tactics used to implement accounting standards; making estimates, and the timing of decisions, locating the red flags of financial reporting to identify the incidence of games.
Understanding & Using EBITDA
Earnings Before Interest, Taxes, Depreciation & Amortization (EBITDA) is the most common measurement of company performance in transactional documents, including M&A, debt covenants and compensation agreements. The specific definition is customized and negotiated by the parties for each transaction. This session explores what EBITDA is, why and how it’s used, several common adjustments with different perspectives and different uses, variations like EBITDAR and EBITDAC, & proforma reporting.
Financial Issues in M&A Contracts
Examines the different reporting alternatives and their relationship to the underlying transaction. Topics include: pre-deal considerations in reporting and structure, implications and applicability of reporting alternatives and impact on the document, contingent consideration uses and impact, working capital and other post-closing adjustments.
Understanding Valuation
Valuation methodologies are discussed from both the buyer’s and seller’s perspective, with a focus on the “soft spots” in each of the methods in use. Topics include the role of financial information in valuation, comparable analysis, precedent transactions, and discounted cash flow.
Current Issues in the Economy
Expanding on the basic Understanding the Economy, this course looks at current situation with interest rates, markets, and macro conditions. Focus is on how current conditions and near term outlooks will likely impact clients in different industries.
Advanced Level Courses
Value Creation
Explores how clients (whether corporate management or private equity investors) use an understanding of the principles that we have previously discussed about how companies are valued to, in fact, create value. We will discuss how capital structure, profitability and growth (as well as the sales process itself) interplay and enhance the value of a firm. At the same time, we will explore why such gains are often difficult to achieve and why acquisitions often destroy, rather than create value.
Understanding Corporate Strategy
In depth discussion of the types of strategies that clients might employ, and the conditions under which such strategies are likely to be successful. We will also discuss how a company might signal its strategy to investors, customers and competitors.
Corporate Financial Analysis
Presents how a sophisticated reader of financial statements can gain deeper insights into a company’s performance, strategy and competitive position. We will explore such topics as DuPont analysis, ratio analysis, working capital and cash flow management and margin analysis.
Advanced Financial Issues in M&A
Building on learnings from our Valuation course, examines specific issues that are commonly encountered in acquisition transactions. For each of these issues, we will discuss the accounting and operational ramifications a client faces in managing them. The topics covered will include: Working Capital adjustments, Asset Valuation in acquisitions, Contingent Consideration and Quality of Earnings reports.