CORPORATE RESTRUCTURING AND TURNAROUND

CORPORATE RESTRUCTURING AND TURNAROUND

Instructional goals

The course has two main objectives: involving students (i) on how to take managerial decisions in a crisis situation and (ii) on how to manage effectively a Corporate Turnaround and a Financial Restructuring. The course provides the qualitative decision-making framework and quantitative tools for crisis management and teaching method is based both on real cases and on business simulation. The legal aspects of Corporate Crisis Law in European Union are also described in the course

Intended learning outcomes

Knowledge and understanding: The course will offer practical tools to analyze a Company performance under a stressed situation. Applying knowledge and understanding: The students will be able to develop, present, and negotiate a restructuring plan with investors and creditors Making judgements: We expect students to be able to analyze the current Pan European Economic Situation, with a special focus on Stressed and Distressed Companies. Students should demonstrate an indepth, critical understanding of the scope and challenges of turnaround and restructuring. Throughout the whole course, students will be invited to critically analyse when, how and why certain Turnaround and restructuring actions are pursued. Communications Skills: This course will give the students the possibility to acquire and understand how to present and how to negotiate e restructuring plan. Learning skills: This course will contribute to empower learners giving them the tools to assess the Going Concern vs the Gone Concern and to understand the value that can be (or cannot be) extracted in the post-default situation

Course Contents

CRISIS MANAGEMENT AND MANAGERIAL DECISION MAKING 1.Covid-19 and the Secular Stagnation, Transformational leadership and Crisis Management 2.Martec’s law and Singularities 3.Going Concern and Gone Concern RISK ADJUSTED PERFORMANCE MEASUREMENTS AND EARLY WARNING SYSTEMS 1.The evolution of Accounting Indicators 2.The new definitons of Default (90 days past due; 30 days past due) 3.Industrial Planning & Liquity Contingency Plans 4.High Yield Private Company Valuation vs Investment Grade Private Company Valuation DEBT RESTRUCTURING 1.Financial Instruments: senior, mezzanine, equity, convertibles, mandatory convertibles, perpetuals and hybrids 2. Draft Directive on preventive restructuring frameworks, second chance, measures to increase the efficiency of restructuring and amending Directive 2012/30/EU; 3.Cross border group insolvencies under Reg. 2015/848 EU; 4.A comparison between Italian bankruptcy system and German, French and UK systems; 5.Fiduciary duties of the directors in the twilight zone. Wrongful trading. New value doctrine and absolute priority rule. 6.Perspective of bankruptcy reform in Italy. 7.Cases of Debt Restructuring NON PERFORMING EXPOSURE MANAGEMENT 7.1.Unlikely-to-Pay, Non Performing Loans, Distressed Management 7.2.NPLs Securitizations 7.3.Distressed Asset Managers (Hedge Funds) 7.4.Litigation Funds and Restructuring

Reference Books

Oricchio, Private Company Valuation. How Credit Risk Reshaped Equity Markets and Corporate Finance Valutation Tools, Palgrave-MacMillan, Londra 2012; Izzi, Oricchio, Vitale, Basel III Credit Rating Systems. An Applied Guide to Quantitative and Qualitative Models, Palgrave-MacMillan, London 2012

Teaching Methods

Lectures and presentations on relevant empirical issues. Students’ participation during lectures is strongly encouraged and will be considered in the final assessment.

Assessment Method

The main exam is oral. Students who want to participate in class presentations must sign up for them in the first weeks of the course. Presentations can be done by one to four students in each class. Presentations assigned on the basis of one class topic will be presented to the class at the following class.

Thesis assignment criteria

Does the syllabus cover sustainability topics?

The sustainability of the corporate crisis and the transposition of the "Insolvency" directive in order to ensure the financial rebalancing of the companies

Week 1 Contenuto sessioni on line e on campus

Crisis Management and Managerial Decision Systems Introduction to the course. Covid-19, Crisis Management, Secular Stagnation and Managerial Decision Systems Corporate Turnaround and Debt Restructuring as the “New Normal”. Healthcare and Biotech Industry Turnarounds: the CBM Research Hospital Case Oricchio-Trombetti: The Economics of Corporate Life Expectation: a Biological Perspective, in Biodisciplines, Scienza e Ricerche, n.30, giugno 2016

Week 2 Contenuto sessioni on line e on campus

Managerial decision making during a Crisis. The case of Financial markets melt-down. Comments on part of the movie “Margin Call”. Originate-to-Distribute vs. Originate-and-Hold: the Unicredit Case (Synthetic CLO Securitisations) Oricchio, Porro, Pistelli, Tresoldi: Active Credit Portfolio Management: l’approccio Unicredit Group, in Il Secondo Pilastro di Basilea e la sfida del capitale economico, (a cura di Andrea Resti), Bancaria Editrice, 2008

Week 3 Contenuto sessioni on line e on campus

Going Concern and Gone Concern. The basics of Corporate Credit Ratings. Public Rating vs Private Rating. Short term default probabilities vs Long term Survival probabilities. Izzi, Oricchio, Vitale, Basel III Credit Rating Systems. An Applied Guide to Quantitative and Qualitative Models, Palgrave-MacMillan, London 2012, chapters 1, 7 and 8

Week 4 Contenuto sessioni on line e on campus

Risk Adjusted Performance Measurements and Early Warning Systems The role of Liquity Contingency Plans in Industrial Planning. Izzi, Oricchio, Vitale, Basel III Credit Rating Systems. An Applied Guide to Quantitative and Qualitative Models, Palgrave-MacMillan, London 2012, chapters 4, 5 and 9

Week 5 Contenuto sessioni on line e on campus

High Yield Private Company Valuation vs Investment Grade Private Company Valuation Oricchio, Private Company Valutation. How Credit Risk Reshaped Equity Markets and Corporate Finance Valutation Tools, Palgrave-MacMillan, Londra 2012, chapters 1 and 3

Week 6 Contenuto sessioni on line e on campus

DEBT RESTRUCTURING AND Financial Instruments: senior, mezzanine, equity, convertibles, mandatory convertibles, perpetuals and hybrids. Cases of Debt Restructuring Oricchio, Private Company Valuation. How Credit Risk Reshaped Equity Markets and Corporate Finance Valuation Tools, Palgrave-MacMillan, Londra 2012, chapters 4, 5 and 6

Week 7 Contenuto sessioni on line e on campus

Draft Directive on preventive restructuring frameworks, second chance, measures to increase the efficiency of restructuring and amending Directive 2012/30/EU

Week 8 Contenuto sessioni on line e on campus

Cross border group insolvencies under Reg. 2015/848 EU and a comparison between Italian bankruptcy system and German, French and UK systems

Week 9 Contenuto sessioni on line e on campus

Fiduciary duties of the directors in the twilight zone. Wrongful trading. New value doctrine and absolute priority rule. Perspective of bankruptcy reform in Italy

Week 10 Contenuto sessioni on line e on campus

NON PERFORMING EXPOSURE MANAGEMENT. Distressed Asset Managers (Hedge Funds) and Litigation Funds and Restructuring Izzi, Oricchio, Vitale, Basel III Credit Rating Systems. An Applied Guide to Quantitative and Qualitative Models, Palgrave-MacMillan, London 2012, chapters 11, 12 and 15

Week 11 Contenuto sessioni on line e on campus

Case in Debt Restructuring and Corporate Turnarounds Slides sharing.

Week 12 Contenuto sessioni on line e on campus

Lesson’s learnt in Covid 19 turbolent times: a shift from Business Leadership to Personal Leadership