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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 Arts, Humanities and Social Sciences
Credit level (Normal year taken)SCQF Level 11 (Postgraduate) AvailabilityNot available to visiting students
SCQF Credits40 ECTS Credits20
SummaryModern corporations draw funding to finance their investment needs from a variety of sources on the basis of extensive cost-benefit considerations. These include a multitude of factors, such as legal considerations, the quantity of funding required and cost of capital depending on its source, and impact on shareholders and management etc. Corporations may also obtain finance by either levering existing assets or resorting to unsecured bank lending or bonds. 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 transfer the control of the company to new owners by way of a takeover or a private equity transaction. In addition, innovative and novel fundraising approaches and mechanisms, such as initial coin offerings, crowdfunding, and dual-class shares are rising, which bring both opportunities and challenges to capital markets as a whole and necessitate clarification and intervention from a legal and regulatory perspective.

This course is strongly interdisciplinary and aims to develop a critical understanding of the subject matter through the combined study of the theory of finance in general, corporate and securities law, and the corporate finance and capital markets dynamics, in particular, with a special focus on the different stakeholders involved in corporate finance.
Course description The course will cover the following topics:
- Theories of corporate finance
- Equity and bond financing
- The function and forms of information disclosures
- IPOs and prospectus regulation
- The law of capital maintenance
- The mechanics of takeovers and takeover regulation
- The legal and regulatory constraints on market abuse
- Short selling regulation
- Private equity and venture capital
- Alternative IPOs: dual-class shares and special purpose acquisition companies
- Initial coin offerings and crowdfunding
- Sustainable finance and ESG-based investing
Entry Requirements (not applicable to Visiting Students)
Pre-requisites Co-requisites
Prohibited Combinations Other requirements Having a background in corporate law, finance, regulation, regulatory practice, central banking or Law and Economics would be a distinct advantage.
Course Delivery Information
Academic year 2023/24, Not available to visiting students (SS1) Quota:  25
Course Start Full Year
Timetable Timetable
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 )
Assessment (Further Info) Written Exam 0 %, Coursework 100 %, Practical Exam 0 %
Additional Information (Assessment) Two essays
One essay (40%) 4,000 words, submitted at the end of Semester 1
One essay (60%) 6,000 words, submitted at end of Semester 2
Feedback All students will be invited to present in class on a topic of their choice in the course of the semester. Before the presentation students submit, on an individual basis, a written summary of their presentation of no more than 800-1,000 words (or 4,000 words on a group basis) on which they are given one-on-one and written feedback.
No Exam Information
Learning Outcomes
On completion of this course, the student will be able to:
  1. 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. 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. Demonstrate familiarity with the tools used to structure and draft corporate finance deals;
  4. Handle the structuring and legal analysis of aspects of corporate finance transactions without supervision.
Reading List
H. Kent Baker and Gerald S. Martin, eds., Capital Structure and Corporate Financing Decisions: Theory, Evidence, and Practice (Hoboken, N.J.: John Wiley & Sons, 2011), also available electronically

R. Veil, European Capital Markets Law (Hart Publishing, 2013)

L Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy (Hart Publishing, 2nd edition, 2014)

P. Davies, Introduction to Company Law (Clarendon Law Series, OUP, second edition, 2010), chs 1-4

Emilios Avgouleas, The Mechanics and Regulation of Market Abuse ¿ A Legal and Economic Analysis (Oxford University Press, 2005), Chapters 1-5.

Emilios Avgouleas, ¿A New Framework for the Global Regulation of Short Sales: Why Prohibition is Inefficient and Disclosure Insufficient¿ Stanford Journal of Law, Business, and Finance, Vol. 16, No. 2, 2010 available at

Emilios Avgouleas, What Future for Disclosure as a Regulatory Technique? Lessons from the Global Financial Crisis and Beyond¿, available at

Emilios Avgouleas, ¿The Global Financial Crisis and the Disclosure Paradigm in European Financial Regulation: The Case for Reform¿ European Company and Financial Law Review, Vol. 6, No. 4, 2009

Additional Information
Graduate Attributes and Skills (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 and in general overhauling team-work skills.
KeywordsCorporate finance,corporate law,modern finance theory,securities reguation,law and finance
Course organiserDr Longjie Lu
Tel: (0131 6)50 2336
Course secretaryMiss Bethan Walters
Tel: (0131 6)50 2386
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