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DRPS : Course Catalogue : School of Law : Law

Postgraduate Course: Practice of Corporate Finance and the Law (LAWS11321)

Course Outline
SchoolSchool of Law CollegeCollege of Humanities and Social Science
Course typeStandard AvailabilityNot available to visiting students
Credit level (Normal year taken)SCQF Level 11 (Postgraduate) Credits40
Home subject areaLaw Other subject areaAccounting
Course website None Taught in Gaelic?No
Course descriptionModern corporations draw funding to finance their consumption and investment needs from a variety of sources on the basis of extensive cost-benefit considerations which include a multitude of factors, such as legal considerations, the quantity of funding required and cost of capital depending on its source, impact on shareholders and management etc. Corporations can obtain finance by either levering existing assets or resorting to unsecured bank loans. For the biggest corporations the most important source of finance tends to be the capital markets. These normally comprise the debt and equity markets through which public companies can offer securities to investors or to transfer the control of the company to new owners in the context of an agreed takeover, a hostile take-over bid, or of a private equity transaction. Thus, public and private capital markets are the best mechanism for the allocation of resources. Students in this course will discuss, on the basis of case studies, the mechanics, structuring, and legal aspects of select corporate finance transactions and their interaction with organised (e.g., stock exchanges) or private (e.g., private equity, centre capital) capital markets. To this effect, the course will also examine select topics in capital markets regulation and economic theories underpinning them, including the law and economics of disclosure, regulation of market abuse (insider dealing and market manipulation), and the function and regulation of the market for corporate control.
Entry Requirements (not applicable to Visiting Students)
Pre-requisites Co-requisites
Prohibited Combinations Other requirements None
Additional Costs None
Course Delivery Information
Delivery period: 2013/14 Full Year, Not available to visiting students (SS1) Learn enabled:  No Quota:  25
Web Timetable Web Timetable
Course Start Date 16/09/2013
Breakdown of Learning and Teaching activities (Further Info) Total Hours: 400 ( Seminar/Tutorial Hours 40, Programme Level Learning and Teaching Hours 8, Directed Learning and Independent Learning Hours 352 )
Additional Notes
Breakdown of Assessment Methods (Further Info) Written Exam 0 %, Coursework 100 %, Practical Exam 0 %
No Exam Information
Learning Outcomes
On completion of this course, the student will be able to:
1. On completion of the course the students should be able to show an in depth understanding of capital markets, corporate finance theory, and of corporate finance transactions, with special reference to the entities involved in each transaction, the objectives of the transaction, and legal infrastructure (network of contracts, case and statutory law) underpinning each of the examined transactions.
2. On completion of the course the students should be able to analyse
the problems (barriers/risks) addressed in corporate finance transactions and the tools the law and market practice provide to address or mitigate these problems.

3. On completion of the course the students should be familiar with the tools used to structure and draft corporate finance deals.

4. On completion of the course the students should be able to handle the structuring and legal analysis of aspects of corporate finance transactions without supervision
Assessment Information
Two essays
One essay (40%) 4,000 words, submitted at beginning of Semester 2
One essay (60%) 6,000 words, submitted at end of Semester 2
Special Arrangements
Additional Information
Academic description The proposed new course should appeal to students, particularly international students, who have an interest in banking and finance, or who wish to go into that area.

The course will replace the existing 20 credit LLM course EU Law of the Capital Markets which will discontinue
Syllabus This course will cover the following topics:

Semester 1

1. Economic terms and finance theory x 4hrs
2. The essential functions of capital markets and main corporate finance instruments x 4hrs
3. Equity financing: The Law and Practice of Initial Public offers and Rights Issues x 6 hrs
4. The Law and Practice of Debt financing x 2hrs
5. Balance Sheet Analysis and Financial Accounting x 4hrs

Semester 2

6. The Mechanics of Market Abuse x 4hrs
7. The Law of Insider Dealing and Market Manipulation x 4hrs
8. Economics of Corporate Takeovers: The Market for Corporate Control x 2hrs
9. The Law and Practice of Corporate Takeovers x 6hrs
10. Private Equity transactions and The Changing face of shareholders (Asset Managers, Exchange Traded funds etc) x 4hrs
Transferable skills Not entered
Reading list Books
E. Ferran, Principles of Corporate Finance Law (OUP, 2008)

Dan Prentice and Arad Reisberg (eds) Corporate Finance Law in the UK and EU (OUP, 2011)

Niamh Maloney, EC Securities Regulation (Oxford University Press, 2nd edition, 2008). New edition in 2014

S. Valdez & Philip Molyneux, An Introduction to Global Financial Markets (Palgrave Macmillan, 6th ed., 2010).

Emilios Avgouleas, The Mechanics and Regulation of Market Abuse ¿ A Legal and Economic Analysis (Oxford University Press, 2005). New edition in 2014.

H. Easterbrook & D. R. Fischel, The Economic Structure of Corporate Law (Cambridge, Mass.: Harvard University Press, 1991), ch11.

L. Gullifer and J. Payne, Corporate Finance Law: Principles and Policy (Hart, 2011)

General Company/Commercial Law Journals

(i) Capital Markets Law Journal("CMLJ")
(ii) The Company Lawyer ("Co Law")
(iii) European Business Law Review ("EBLR")
(iv) European Business Organisations Law Review ("EBOR")
(v) Journal of Business Law ("JBL")
(vi) Journal of Corporate Law Studies ("JCLS")
(vii) Lloyd¿s Maritime and Commercial Law Quarterly ("LMCLQ")

General Law Journals

(i) Cambridge Law Journal ("CLJ")
(ii) Edinburgh Law Review ("EdinLR")
(iii)Juridical Review ("JR")
(iv) Law Quarterly Review ("LQR")
(v) Modern Law Review ("MLR")
(vi)Oxford Journal of Legal Studies ("OJLS")
Study Abroad Transferable skills provided by this course will include:
(i) researching both primary and secondary sources for the purposes of preparation for seminars, and for assessable written work.
(ii) oral and written communication skills.
(iii) analysing legal and economic issues pertinent to structuring, and drafting the most common forms of corporate finance transactions as well as providing advice on them.
(iv) improving information technology and communication skills through accessing the internet for the purposes of (i) above.
Study Pattern The course will involve twenty weekly seminars of two hours each. Students will be provided with Reading Lists, containing primary and secondary sources, which they will be required to read in preparation for each seminar. Hence, students will be involved in private study in preparation for seminars. In addition, students will also be involved in research for assessable work.

This course should fit the relevant descriptor and involve 400 hours work over the course of the year.
KeywordsCorporate finance, corporate law, securities regulation, law and finance
Course organiserProf Emilios Avgouleas
Tel: (0131 6)50 2028
Course secretaryMiss Amanda Mackenzie
Tel: (0131 6)50 6325
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