I typically teach Corporate Finance as a planning and drafting course to 3L law students in the fall semester each academic year. (See my part of this transcription for some details.) This year is no different in that regard. I really like my Corporate Finance class this fall. The students all seem pretty motivated (although not in every class meeting) and are asking relevant "how to" questions in class.
I am in the midst of teaching my unit on convertible, exchangeable, and derivative instruments at the moment. This semester, I am teaching that unit in three 75-minute parts (after teaching one 75-minute class on hybrid instruments). The first part is an introduction to the instruments themselves. What are they and how do they operate? Where are the provisions authorizing them in state corporate law statutes? What do they look like and what are the key components of the operative (conversion, exchange, or exercise) provisions? The second part is a dive into the poison pill as an intriguing example. The third part is a look at common litigation issues affecting parties' rights under these kinds of instruments (focusing on things like the characterization of transactions not expressly provided for in determining the applicability and effect of antidilution adjustment provisions and interactions between conversion and redemption provisions).
I really enjoy teaching this part of the course, but I keep feeling like I am missing something. Do any of you teach planning and drafting in a corporate finance context? Do you focus on these instruments? If so, what topics do you teach and hone in on? I am writing a casebook for use in this kind of course and would love to make it relevant to as many folks as possible. Please respond in the comments here or in an email message. I would appreciate your feedback and guidance.
While you are at it (or even if you're not), I also would be grateful if folks would weigh in on whether hybrid instruments should be taught separately from or together with convertibles, exchangeables, and derivatives. Do you/would you teach convertibles, exchangeables, and derivatives as a type of hybrid instrument? Or would you call an instrument "hybrid" only if it, e.g., combines core elements of debt and equity at the same time? I look forward to reading what you have to say on any of this.