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Drafting for Corporate Finance: Concepts, Deals, and Documents (Second Edition)

Author(s): Carolyn E. C. Paris
Practice Area: Banking and finance, Corporate finance
Date: Nov 2014 i Other versions can be found in the Related Items tab.
ISBN: 9781402423130
PLI Item #: 60412

Drafting for Corporate Finance offers the legal, financial, business, accounting, and drafting information that lawyers must understand in preparing corporate finance documentation, especially as it relates to debt. It covers all the components of effective contract drafting, including:

  • Basic structural issues, conditions precedent, representations, warranties and defaults
  • Contract structure, housekeeping, insurance information, general business and financial covenants
  • Debt and negative pledges, enforceability, security interest, true sale, and 10b-5 opinions
  • Amendment, control, and refinancing provisions, and
  • Risk-based review of contracts to eliminate compromising contract errors.

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Carrie Paris (A.B. University of Illinois 1973; M.A. University of Texas 1975; J.D. Stanford University 1978; M.B.A. Columbia University 2001; Columbia University Second Majors Program (Computer Science) 2002) was at Davis Polk & Wardwell in New York City from 1978 to 1980 and from 1983 through 1999, where she was a partner from 1989 through 1998, and Director of Practice Information and Professional Development in 1999. Her practice at Davis Polk encompassed a broad range of debt finance, including acquisition and leveraged finance, on behalf of both financial institutions and corporate and municipal clients. From 1980-1983, she was with Coudert Brothers in Singapore, involved principally with Indonesian lending and project-related work. During 2001-2002, she was a Fellow at the Deming Center for Quality, Productivity and Competitiveness at the Columbia Business School (New York City). From 2003-2007, she worked in risk management and systems development for Mayer Brown Rowe & Maw in London.

Ms. Paris is the author of How to Draft for Corporate Finance (Practising Law Institute 2001 & Supp. 2006). She is also author of “Selecting a Bankruptcy Remote Entity,” in New York and Delaware Business Entities (eds. Arthur Norman Field and Morton Moskin, West 1997), co-author of “Operational Due Diligence,” in Due Diligence for Global Deal Making (ed. Arthur Rosenbloom, Bloomberg Press 2002), and author of “Contract Management: Design Parameters and Challenges to Implementation,” in A Proactive Approach: Scandinavian Studies in Law Volume 49 (Stockholm Institute for Scandinavian Law 2006). She is based in London but visits New York City on a regular basis.