Collection, Analysis and Evaluation of Data
- Data sources and the SEC reporting framework (commercial and proprietary databases, Exchange Act filings, precedent-transaction tracking) (29 min)
- Investors, financing strategy, and capital-structure alternatives (30 min)
- Due diligence: sell-side process and the disclosure standard (30 min)
- Due diligence: buy-side process and the Sarbanes-Oxley / Section 11 standards (27 min)
- Financial statement structure and components (balance sheet, income statement, cash flow statement) (29 min)
- Liquidity, leverage, and coverage ratios (30 min)
- Profitability margins and return-on-capital metrics (31 min)
- Enterprise value, equity value, and trading multiples (28 min)
- Comparable company (trading comps) analysis (28 min)
- Precedent transaction analysis and control premiums (27 min)
- Discounted cash flow (DCF) analysis (27 min)
- Other valuation methods (DDM, LBO, sum-of-the-parts, accretion/dilution screen) (27 min)
Underwriting, Offerings and Registration of Securities
- The public offering and registration process (registration statement, prospectus, shelf registration, ongoing reporting) (27 min)
- Securities Act communications rules and safe harbors (gun-jumping, free writing prospectus, research) (28 min)
- Securities Act liability and prospectus delivery (25 min)
- The underwriting syndicate and underwriter compensation (29 min)
- Execution, book-building, and distribution (33 min)
- Regulation M, stabilization, and market activities (28 min)
- Post-execution activities and recordkeeping (25 min)
- Exempt securities, exempt transactions, and private placements (28 min)
Mergers and Acquisitions, Tender Offers and Financial Restructuring
- M&A sell-side process and deal structures (28 min)
- M&A buy-side process and takeover defenses (27 min)
- Accretion/dilution and pro forma merger analysis (27 min)
- Fairness opinions (25 min)
- Tender offer regulations (Williams Act, Regulations 14D and 14E, Schedule TO) (25 min)
- Proxy solicitation and business-combination filings (Regulation 14A, Form S-4, Rules 145/165/425) (26 min)
- Financial restructuring and bankruptcy (31 min)
