Corporate Finance

Seat work #1
730-930pm
Sanchez, Gonzalo Jr
Baac, Jasmine
Cordero, Nash
Castaneda, Ma Jean
Abella, Brian Dale
Nartates, Grace
Villanueva, Jaemy
Dela Rea, Steve Jr
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. It is 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?
To be able to learn the basic concepts of
a. corporate finance
b. commitment
c. conditions
d. risk
e. liquidity
3. How do you expect your expectations will be met?
Through research, study and active class participation, attentive listening to the professor
4. Who are the players in Coirporate Finance and how do these players interact in running the
financial market?
a. Company
b. Investors
c. Exchanges, Regulators and Industry Associations
d.Ancillary Players (Providers of Trustee and administrative service, Rating Agencies, Accountants,
Financial Printers, lawyers)
The company is the one in need of financial resources for the following reasons: to generate
working capital, expansion or business growth, liquidity and others.
The investors provide liquidity and additional sources of funding to the companies through its
lending and exchange of various instruments
The exchanges provide the market infrastructure for the trading of the loan instruments and
other derivative
The regulators provide the check and balance among these players. They monitor the issuance,
trading and exchanges of loan instruments and other loan sources.

Industry Associations promulgate forms and standards for the trading of bank loans, deals with
practices and issues in the over the counter derivatives market and more or less defines the
market.
Ancillary players like providers of trustee and administrative servics take care of all the
mechanics of corporate finance which includes processing tasks with some prudential or
fiduciary obligations. The rating agencies are the gatekeepers to the debt and securitization
markets. The rating agencies not only rate and issue at closing but continue to monitor the issuer
after closing to keep the rating up to date. Company management cannot prepare a public
disclosure document meeting SEC requirements without accountants at their side, providing not
only the financial statements but a lot of other financial analysis and content. Lawyers are
service providers because they ensure closing of deals between the company and the investors.
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?
They ensure that in the transaction of lending and borrowing, both parties are complying with
the requirements of the law, likewise those provided by the regulatory requirement of the
Bangko Sentral ng Pilipinas and Securities and Exchange Commission
Our group believes that all players in the market are important as one cannot exist without the
other. However, we have observed that lawyers are present in all the steps for financing a
orporation. Without the lawyers, the dealings of all the players are susceptible to
miscommunication, failure of closing deals and blatant circumvention of the set of rules and
regulations designed to protect all the stakeholders
6. Finally, in the current Philippine economic conditions, cite one economic issue where a
corporate finance lawyer will be most helpful. Why and How?
a. The blueprint for realizing an ASEAN Economic Community (AEC) by 2015 was adopted and
signed by ASEAN Leaders in November 2007 in Singapore during their annual Summit Meeting. One
of the main objectives of an AEC is to create a single market and production base by ensuring a free
flow of goods, services, investment, capital and skilled labor. The Philippines is one of the signatories
in the AEC Blueprint, which means the country, along with other ASEAN Member States (AMS),
should be open to zero import duties for ASEAN products and services by 2015. AMS nationals,
meanwhile, should be able to work anywhere in the region without a work permit.
Our group believes that corporate finance lawyers will play a crucial role in the ASEAN
integration because it is indispensable that all the market integration and its implications will
not contravene our laws. In recognition of the fact that the countries are discussing the
possibility of uniformity especially in the aspect of regulation, the corporate finance lawyer
will advise each company stakeholder how to move about this new change bearing in mind the
economic implication and the company's own vision and mission.
b. Mergers: The big players in the market are often expanding their stake by mergers and
acquisitions. We find that the corporate finance lawyer will help in balancing the benefit the
company acquires from such activity and its impact on the employees (such as those declared
redundant)