José María Liberti is the Joseph Jr. and Carole Levy Chair in Entrepreneurship and a Clinical Professor of Finance at Kellogg School of Management, Northwestern University. He is also a senior research fellow at The George J. Stigler Center for the Study of the Economy and the State at The University Chicago Booth School of Business and a research fellow at the European Banking Center at Tilburg University. At Kellogg, he also holds an affiliation with both the Heizer Center for Private Equity and Venture Capital and the John L. Ward Center for Family Enterprises. He is also an academic co-director of the Advanced Private Equity Experience (APEX) Program.

José María is also the William M. Scholl Professor of Finance at Kellstadt Graduate School of Business, DePaul University, and was previously Assistant Professor of Finance at London Business School, Visiting Assistant Professor at The University of Chicago Booth School of Business, and Associate Professor of Finance at Tilburg University. He has also taught at CEMFI, Central Bank of Brazil/IDB, IAE Aix-en-Provence Graduate School of Management, Wisconsin School of Business at the University of Wisconsin-Madison, and the Indian School of Business.

José María has served as an economic consultant at the Argentinean Ministry of Economics, Work, and Public Services. Before continuing his graduate studies, Jose Maria worked at Citibank N.A. as a Corporate Financial Advisor in the Risk Management and Investment Banking Divisions in Buenos Aires and New York. He has combined corporate and investment banking experience in local and international assignments with special emphasis on private enterprises, closely held firms, and family firms.  José María is a senior advisor to the equity placement desk at Capstone Partners, a senior financial advisor to OnRamp Advisors and Freedom Capital, and is involved in Point 72 Asset Management Academy development efforts.  José María also helps family enterprises worldwide focusing on organizational and governance design, shareholder agreements and sustainability of ownership structures, and shareholder education and development.

José María's research lies in the boundaries of corporate finance, financial intermediation, and organizational economics. Part of his attention has been drawn to understanding how incentives, allocation of authority, and types of information are used in the actual decision-making process of individuals Recent work has examined the role rotation among agents as a mechanism to alleviate moral hazard in communication and how sharing on public information may impact coordination problems among borrowers. His work is published in the Journal of Finance, Review of Financial Studies, Journal of Financial Economics, Management Science, Journal of Financial and Quantitative Analysis, and Review of Corporate Finance Studies. José María received the Brattle Award (First Prize) for the best paper in corporate finance awarded annually by the American Finance Association. He has also received twice the Brattle Distinguished Paper Award. His work has been presented at numerous universities and governmental bodies around the world.

Liberti was born in Buenos Aires, Argentina. He received a bachelor's and master's degree in economics from the Universidad de San Andres in Buenos Aires. He moved to the United States in 1998 and earned a Master and a PhD in Economics from The University of Chicago.

An award-winning teacher at Kellogg School Management, he teaches graduate elective courses in mergers & acquisitions, buyouts, corporate restructuring, and valuation and governance of family firms worldwide at the MBA and Executive MBA levels.

Empirical Corporate Finance, Financial Intermediation, Organizational Economics, Theory of the Firm

• Ph.D., 2005, Economics, University of Chicago
• M.A., 2001, Economics, University of Chicago
• M.A., 1995, Economics, Universidad de San Andres
• B.A., 1994, Economics, Universidad de San Andres

• William M. Scholl Professor of Finance, Finance, Charles H. Kellstadt Graduate School of Business, DePaul University
• Associate Professor of Finance, Finance, Charles H. Kellstadt Graduate School of Business, DePaul University, 9/1/2015
• Visiting Associate Professor of Finance, Finance, Kellogg School of Management, Northwestern University, 6/1/2015
• Visiting Associate Professor of Finance, Finance, Booth School of Business, The University of Chicago, 12/1/2013
• Associate Professor of Finance, Finance, CentER, Tilburg University, 9/1/2013
• Assistant Professor of Finance, Finance, Charles H. Kellstadt Graduate School of Business, DePaul University, 9/1/2012
• Visiting Assistant Professor of Finance, Finance, Kellogg School of Management, Northwestern University, 6/1/2007
• Assistant Professor of Finance, Finance, Institute of Finance and Accounting, London Business School, 6/1/2006

Mergers & Acquisitions, LBOs, Corporate Restructuring, Global Entrepreneurial Finance

Mergers and Acquisitions, LBOs and Other Reorganization Methods (FINCX-477-0)
The course involves analysis of corporate restructuring strategies including mergers, acquisitions, takeovers, re-capitalizations, leveraged buyouts, management buyouts, going private, the role of activist shareholders and reorganization under bankruptcy with special emphasis in the US. The focus will be on fundamental concepts of valuation and analytical tools of corporate finance related to mergers, acquisitions and reorganization methods in general. Students also learn to plan, evaluate, and execute corporate restructuring strategies using financial modeling and quantitative techniques.

Global Corporate Restructuring (FINCX-448-0)
Course description: This course covers ventures, family businesses, closely held firms and corporate restructuring transactions in an international context. Students analyze different corporate restructuring strategies including mergers, acquisitions, takeovers, spin-offs and leveraged buyouts. The course integrates corporate governance and agency dimensions, financial and strategic management aspects, and legal and accounting considerations into a unified framework for investigating issues in unlocking hidden values for all stakeholders involved. In addition, the course explores issues involved in negotiating deals and in formulating deal structures that enhance value.

Private Equity and Distressed Investing (FINC-951-5)
The COVID-19 crisis has impaired the ability of many corporate borrowers and countries to make payments under their debt obligations. Private equity and hedge fund can use debt as a strategic tool to create value for their investors through access to cheaper and more flexible debt financing; expertise in restructuring debt contracts; and access to more stable financing. The course is structured around the mechanisms of value creation through debt including deal structuring, debt restructuring, tax rules applicable to debt restructuring in different jurisdictions, investing in corporate and sovereign debt and distressed assets in general. Understanding how syndicate constituency, secondary market trading, and market conditions influence the renegotiation process requires in-depth understanding of debt markets and the legal aspects of restructuring. The overall theme is to restructure turn-around investments in overleveraged and troubled companies. Topics include: investment strategies pursued by PE investors including purchase of distressed assets, assets fire sales and taking control of the restructuring plan; loan-to-loan vs. loan-to-own investment strategies; vulture investors and the fulcrum security; dual role of PE investors as a financial sponsor and having a "say" in the reorganization plan; amended plans and the role of unsecured creditors; and sovereign debt bankruptcy provisions (i.e., collective action clauses, cross-default, pari-passu and rights upon future offer).

If a student does not meet the prerequisite requirements, s/he may take this course only if the permission of the instructor is given. An understanding of financial options will be assumed.

Keeping it all in the Family: Growing, Financing, and Managing Family Firms (FINC-948-0)
Most companies around the world are owned or controlled by their founding families. The subject of the course is these firms in their different forms: private family firms, closely held firms, family offices and family investment offices. The course explores the unique finance, legal, governance and management issues faced by family firms, and ways in which these issues can be addressed. The course provides students interested in founding, owning, managing, investing in, or partnering with such firms with a framework for analyzing how family ownership and control affect value, and how this value is created and allocated to the various stakeholders of the firm. The course specifically focuses on the financial, legal and corporate governance aspects of family control and their managerial implications. The topics in the course include: family ownership, control and management affecting firm-value; legal standards of valuation (fair value vs. fair market value); shareholder agreements and bylaws; control-enhancing mechanisms, including dual-stock structures, pyramidal structures, board representation; families partnering with strategic investors, financial investors, employers and public shareholders; legal and governance structures; family succession planning, estate planning (gits, wills, trusts and estates); formulating optimal plans for transferring control, and the organizational design of family offices and family investment offices.

If a student does not meet the prerequisite requirements, s/he may take this course only if the permission of the instructor is given. An understanding of financial options will be assumed.

Private Equity Deep Dive (FINC-947-0)

The PE Deep Dive course is an opportunity to equip students with the tools, skills, and knowledge to shape the future of private equity from the point of view of practitioners in the day-to-day business. The goal of the PE Deep Dive Course is to:

• Supercharge careers of students with prior PE experience
• Empower exceptional individuals with non-traditional backgrounds to succeed in private markets
• Strengthen pathways for talent with operating background to access the broad PE ecosystem
• Provide learning from those in leading position in PE driving the industry forward
• Instill in students the values, ethical decision-making, and management abilities that make distinctive PE leaders
• Foster thought leadership and knowledge sharing by bringing together experts, industry leaders and participants, and members of the public
• Educate the public on the uses of PE for the economy and societal good

After the course students will be able to categorize the discussions and in four different buckets: Fund Management and the GP-LP relationship, Doing Deals, Managing PE Investments, Evolution of the PE Industry, Future Challenges, and the Role of Impact Investing.

Jose Liberti will be Faculty Course Coordinator while the industry leaders/practitioners presenting in the class will be: Chris Ackerman (Flexpoint), John Carroll (Summit Partners), Alex Emery (Permira), Scott Gwilliam (Keystone Capital), Kip Kirkpatrick (Vistria), Gordon Pan (Baird Capital), David Schnadig (Cortec Group), Roy Seiders (Yeti Founder), David Seligman (Kirkland & Ellis), Michael Smith (Ares Capital), Tim Sullivan (Madison Dearborn), and Elizabeth Traxler (Neuberger Berman). Please see the course syllabus for a session-by-session breakdown of topics and speakers.

The course is mandatory to APEX students. Other interested students may have the opportunity to join via an application process. That application can be found here. No auditors allowed.

While this class has formal pre-requisites, those with a strong background in investment banking or private equity, and/or the necessary prior experiences required to participate in high-level private equity discussions, are encouraged to apply.

Global Entrepreneurial Finance (FINC-477-0)

Global Entrepreneurial Finance is designed to intersect three areas of interest:

(A) Entrepreneurial Finance and Private Equity including Entrepreneurial Buyouts
(B) Family and Closely-Held Firms
(C) International Finance with special emphasis on cross-border valuation and access to finance

By nature, this course is a finance course that deals with entrepreneurial, family, and closely-held firms in an international context including both developed and emerging market countries where institutions and property rights are weak. The core question behind the course is this: How do entrepreneurial managers, family firms, closely held firms and those who finance them design and execute transactions that effectively match opportunities and resources in an international context?

An overreaching insight of this course is that the notions of risk and reward are as important in privately-held as in publicly held firms. In privately-held firms and closely-held firms, however, entrepreneurs and financiers are often forced to make assumptions based on incomplete data. The course will provide you with the tools necessary to value companies domiciled in countries around the world. The aim of the course is for students to understand the motivations, decision processes, transaction execution, and valuation consequences of financial, business, and organizational restructuring done by buyouts, family firms and closely-held firms in an international context. The course facilitates developing the ability to plan, evaluate, and execute transactions using financial modeling and quantitative techniques. The course does not deal with venture capital, early-stage financing or entrepreneurship concepts.

Topics Covered Include:

- Valuing Cash Flows in an International Context: Cross-Border Valuation
- Assessment of Country Risk and Expropriation Risk. Legal Issues
- Capital Structure Decisions: Comparison of Different Sources of Capital
- Impact of Funding Sources on Performance: Private Placements and Rule 144a
- Private Equity Terms and Mechanics
- Contracting Problems and Deal Structures. Negotiating Deals
- Entrepreneurial Buyouts and Private Equity
- LBO Modeling and Valuation
- Real Options in International Settings
- Valuation of Subscription and Franchise Businesses
- Public vs. Private Equity: The Decision of Where to List a Stock
- The Importance of ADRs and GDRs: Capital Flight
- Valuation of Family Firms and Closely-Held Firms: Control Premium, Minority Discount and Illiquidity Discount
- Partnering with Public and Private Investors
- Control-Enhancement Mechanisms: The Role of Dual Class Shares and Pyramidal Ownership

Who Should Take This Course?
Global Entrepreneurial Finance is aimed at students who plan to start a business at some point in their careers, students who plan to work for or finance an entrepreneurial firm, and/or students who plan to work for an established firm. All these aspects are developed in an international context framework where institutions play a he role in shaping financial decisions. The course is helpful not just for students who plan to work in international firms, but students who plan to work in their home countries can also learn a great deal by comparing and contrasting op

Mergers and Acquisitions, LBOs and Corporate Restructuring (FINC-448-0)

The course involves analysis of corporate restructuring strategies including mergers, acquisitions, hostile takeovers and the market for corporate control, financial re-capitalization, leveraged buyouts, management buyouts, going-private decisions, fiduciary duties (Business Judgment Rule, Revlon Mode, Enhanced Scrutiny), reorganization under bankruptcy (Chapter 11, Chapter 7, 363 Sales, Pre-Packaged Bankruptcy), the role of private equity, and other methods of restructuring (spin-offs, split-ups, carve-outs and tracking stock). Transactions are examined from the perspectives of both the corporation and capital markets. Common "arbitrage" trading strategies involving corporate transactions and limits to arbitrage will also be discussed.

The course integrates the corporate governance and agency dimensions, financial and strategic management aspects, and legal and accounting considerations into a unified framework for investigating issues such as, pre-merger planning, fact-finding, accounting and tax implications, anti-trust problems, post-merger integration, and short-term and long-term shareholder wealth consequences of financial and organizational restructuring transactions. It combines applied theoretical approach with the case study method through detailed analysis of domestic and global restructuring deals. The course is designed so as to create an interface or link between the academic and the practitioner perspectives of various dimensions of corporate restructuring process.

Financial topics include:

- Accretion vs. Dilution Analysis
- The P/E Problem in Acquisitions
- Strategic vs. Financial Acquisitions
- The Role of Private Equity Firms in Acquisitions
- Structuring Offers and Forms of Payment: Cash vs. Stock; Fixed vs. Floating Stock Payments
- Hedging In M&A: Earn-Outs, Collars and Price Guarantees
- Defense Tactics
- Hostile Takeovers and the Role of Activist Shareholders
- Merger of Equals
- Corporate Restructuring: Spin-Offs, Split-Ups, Equity Carve-Outs and Tracking Stock
- Recapitalization of Troubled Companies: Out-of-Court, In-Court and Pre-Packaged Bankruptcy Procedures, Chapter 11 vs. Chapter 7 vs. 363 Sales
- Distressed Debt Investment
- LBOs Modeling and Valuation
- Asset Backed Securities
- The Role of Risk Arbitrageurs and Limits to Arbitrage

Who Should Take This Course?
This course is aimed at students planning to work for investment banks and corporate advisory firms involved in business restructuring and turnarounds, mergers and acquisitions, and financial reorganization transactions. It offers a comprehensive strategic perspective, a framework of conceptual and theoretical paradigms, and applied tools for deal design and corporate valuations that may facilitate students establishing their own consulting and advisory services.

If a student does not meet the prerequisite requirements, s/he may take this course only if the permission of the instructor is given. An understanding of financial options will be assumed.