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 research fellow of 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.
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 with his graduate studies, Jose Maria worked at Citibank N.A. as a Corporate Financial Advisor and in the Risk Management and Investment Banking Divisions in Buenos Aires and New York. He has a combined background of 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 actually senior advisor to the equity placement desk at Capstone Partners and is involved in Point 72 Asset Management Academy development efforts. José María also helps amily enterprises around the world 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 understand 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 at 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 (UdeSA), in Buenos Aires. He moved to the United States in 1998 and earned both a Masters 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, family firms and valuation and governance of family firms around the world both at the MBA and Executive MBA levels.
Empirical Corporate Finance, Financial Intermediation, Organizational Economics, Theory of the Firm
Mergers & Acquisitions, LBOs, Corporate Restructuring, Global Entrepreneurial Finance
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.