GROUP # 1

Seatwork (August 6, 2014)

1. What is your understanding of corporate finance?
Corporate finance is the business of getting money from those who have it to lend
or invest to companies that can put the money to work. Corporate finance is also about
how the company will live with its financial agreements, and when and how the banks
and investors will get their money back.

2. What are your expectations in this class?
Being enrolled in the course/subject corporate finance, we expect to be equipped
with the knowledge and understanding of the field as a whole: its dynamics, relevance
and processes. We also want to gain an insight about it much more possibly both in the
micro and macro perspectives.
Since the field of corporate finance is so encompassing as to deal with all the
moneymaking aspects of firms or businesses, it is important that as students of this
course, we will be familiar with it both from a micro and macro perspectives, its
complexities and basic principles.
From the micro perspective, it would be important that we get acquainted with how
companies arrive at financial decisions and the possible consequences of such decisions.
The principles involved in finance, investment and profits are equally important to learn.
The success/failure of the businesses, the dynamics involved in such; both globally and
domestically are also essential to have a grasp on.
On a macro-level, as law students, it would be of utmost importance to know the
interplay of the business sector and the government. Hence, we want to grasp some
ideas on the legal underpinnings involved in corporate finance; that would range from
governing laws, industry standards set by government institutions, agencies involved in
implementation of these laws, as well as violations and prohibited acts under existing
laws and conditions.
New trends in corporate finance, specifically brought about by globalization and
other economic issues, should also be tackled. Controversies which may pertain to
corporate finance, ethical dilemmas and the emergence of new markets and
opportunities is also relevant to be looked at, most specifically in light of the Philippine
experience and situation.

3. How do you expect your expectations to be met?
Given the above-mentioned expectations, a simple yet thorough explanation of the
concepts and the subject matter would be of great help, given the fact that corporate
finance is such a broad, yet intricate field of study.
Case studies, actual cases with the application of the laws on corporate finance
would also be another way to create a much better understanding among students. In
such a way, illustrations are a better way of facilitating learning rather than just simply
anchoring on the theoretical definitions. Real situations through case studies and actual
cases are more practical. Updates on laws and jurisprudence are also of great
importance.
On the same hand, equipping students with the best possible understanding of how
the finance thing works would serve as a foundation for us to get by with the field of
corporate finance. We also hope as students that we be guided on the interplay of the
business sector, the government and the public as a whole. The interaction they have
with another, as well as their contribution to the society as a whole should also be
looked into.

4. Who are the players in corporate finance and how do these players interact in running the
financial market?
The players in corporate finance are (1) Investors and Intermediaries, (2) Banks
and Other Lenders in the Bank Loan and Private Placement Markets, (3) Exchanges,
Regulators and Industry Associations and (4) Ancillary Players such as Providers of
Trustee and Administrative Services, Rating Agencies, Accountants and Financial
Printers.
The mentioned players have provided for their own systematic way of connecting
with the services that other players supply. They complement each other in terms of
laying out the process and cycle of running the financial market.

5. As a player in corporate finance, what is the role of a lawyer in corporate finance? Of all these
roles, identify one role that your group believes is the most important and why?
The role of the corporate finance lawyer is to represent companies, banks and
investors, and various and sundry other partie-intermediaries, sponsors, trustees in
corporate finance matters. Corporate finance lawyers also help their clients get deals
done that is, to closing. But they are also expected to assist and advise their clients after
closing. After closing, lawyers get questions about how to interpret financial agreements
and additional queries concerning clients rights and obligations. Corporate finance
lawyers also work on corporate finance documents such as loan agreements or
indenture and does the interpretations of the terms of the contracts.
As for the group, we feel that the last task, which is the interpretation and
understanding of the term of the contract is the most important of all. We said so for
where the terms of the contract come from, which ones are essentially fixed or given
and will be demanded by the market, which ones are negotiable. It is also important to
know which terms are most likely to have operational effect in the future and thus will
matter most in hindsight.

6. Finally, in the current Philippine economic conditions, cite one economic issue where a
corporate finance lawyer will be most helpful. Why? And how?
One major issue where a corporate finance lawyer can be most helpful is in
addressing the growing unemployment rate in our country.
Corporate finance deals with mergers and acquisitions, companies buying other
companies, and equity fundraising by selling of shares of stock. The clients of corporate
finance lawyers are usually large companies or banks.
One major trend in the Philippine economy is the relation between the stock market
and the creation of more job opportunities in the country. When the prices of the stock
go up, that means more foreign investors, or, at least, more foreign currency, are being
invested in the Philippine stock market. More foreign investors means more job
opportunities can be created.
In addition, foreign companies would be most likely to invest in our country if they
can utilize the expertise of our corporate finance lawyers, without the need for bringing
in their own legal team. Aside from the fact that foreigners cannot practice law in our
courts, the effort alone to have a foreign legal team familiarize themselves with our laws
is tremendous. It would be best to bring in someone who is already familiar with our
local laws, and who can aptly protect their corporations interests.