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DRPS : Course Catalogue : School of Law : Law

Postgraduate Course: Principles of Corporate Finance Law (LAWS11357)

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 Credits20 ECTS Credits10
SummaryThis course aims to develop a critical understanding of the principles of corporate finance law, with a special focus on some key subject matters of corporate finance: Formation of Capital, Share Capital Maintenance, Corporate Takeovers, The Floating Charge, Private Equity, and Market Abuse.

Students taking this course will discuss the mechanics, structuring, and legal aspects of the selected topics. Throughout this course, students will acquire comprehensive knowledge and understanding of the principal theories, principles and concepts that underlie the corporate finance law.
Course description This is a 20 credit, one semester course. It aims to develop a critical understanding of the principles of corporate finance law as a postgraduate taught course. It encourages students to consider the problems involved in teaching topics: a broad concept of legal capital that embraces the rules relating to the raising of capital through share issuance, the maintenance of share capital, and the returning of value to shareholders in circumstances that do not infringe the maintenance of capital requirements; relationship between different parties involving in takeovers and the effectiveness of the current UK regime dealing with takeovers; the nature of private equity transactions in the UK and the law of these transactions; and the disclosure obligations of securities market participants and regulation of different forms of market abuse (insider dealing and market manipulation). Given that students taking the course will come from different legal systems, and will have different legal experiences, the course will be taught at an intermediate level.

Outline Content
Participants in the course will examine the following core topics:
1. Formation of Share Capital
1.1 Minimum price of individual shares: par values
1.2 Minimum capital
1.3 Allotted, issued, and equity share capital
1.4 Payment for shares
1.5 Share premium

2.Share Capital Maintenance
2.1 General rule of capital maintenance at common law
2.2 Redeemable share
2.3 Purchase of own shares
2.4 Reduction of capital by special resolution
2.5 Financial Assistance

3. Corporate Takeovers
3.1 Objectives of the takeover regulation
3.2 The regulatory structure of takeover regulation in the UK
3.3 The substance of takeover regulation in the UK

4. The Floating Charge
4.1 Definition of floating charge
4.2 Crystallisation
4.3 Distinction between fixed and floating charges
4.4 the further of the floating charge

5. Market Abuse
5.1 Concept of market abuse
5.2 Regulatory control of market abuse
5.3 Disclosure to regulated markets
5.4 Offence of insider dealing
5.5 Offence of creating a false market

Student Learning Experience
The course will be taught in the form of seminars. Students are expected to complete the assigned reading before each seminar and participate in class discussions. The Course Organiser will develop some hypothetical cases or scenarios applying the rules or theories learned in class and ask students to analyse and discuss them. This approach is used to improve students' ability to apply knowledge. It is also useful for students to explore different perspectives and thought processes by interacting with people from different backgrounds. It also seeks to promote small-group cooperation and interaction as well as to assist students to exercise oral communication skills.
Entry Requirements (not applicable to Visiting Students)
Pre-requisites Co-requisites
Prohibited Combinations Students MUST NOT also be taking Company Law (LAWS11016) OR Practice of Corporate Finance and the Law (LAWS11321)
Other requirements None
Course Delivery Information
Not being delivered
Learning Outcomes
On completion of this course, the student will be able to:
  1. Demonstrate extensive knowledge and critical understanding of the particular topic under consideration, i.e., of principles of corporate finance law, from a domestic, comparative, and EU perspective.
  2. Demonstrate abilities to apply knowledge, skills and understanding: the ability to apply the rules or theories learned in class in practice and the ability to analyse and discuss hypothetical cases or scenarios.
  3. Demonstrate abilities of conducting legal research, communicating, and abilities of working both independently and as a team member: the ability to present to others research and scholarly work relating to their own and foreign legal cultures; the ability to synthesise and communicate information and ideas effectively in written and oral form; the ability to work independently, seeking relevant advice and support when necessary; the ability to work constructively as a member of a group or team, to assert leadership or follow instructions effectively.
Reading List
L Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy (Hart Publishing, 2nd edition, 2015).

EilĂ­s Ferran, Look Chan Ho, Principles of Corporate Finance Law (Oxford, OUP, 2nd edition, 2014).

Mayson, French & Ryan on Company Law (Oxford, 34th edition, 2017).

Paul L Davies and S Worthington, Gower and Davies' Principles of Modern Company Law (Sweet & Maxwell, 10th edition, 2016).

Petri Mantysaari, The Law of Corporate Finance: General Principles and EU Law (Berlin: Springer, 2010), also available electronically

Other Reference Books:

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

John Lowry and Arad Reisenberg, Pettet's Company Law: Company Law and Corporate Finance, 4th ed. (Essex: Pearson, 2012), chapters 7-11

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

Iain G MacNeil, An Introduction to the Law on Financial Investment (Hart, 2nd ed., 2012).

Jean Tirole, The Theory of Corporate Finance (Princeton, N.J.: Princeton University Press, 2006).

NB: Templates of the examined corporate deals as well updates on legislation are available through the PLC website:
Additional Information
Graduate Attributes and Skills Skills and Abilities in Research and Enquiry:
Students will develop their research abilities and skills in respect of: use of legal materials and legal reasoning; appreciation of law in its context; evaluation and criticism of law; legal research and intellectual skills of collecting, organising, evaluating and synthesising material and arguments.

Skills and Abilities in Personal and Intellectual Autonomy:
Students will be encouraged to develop their skills in managing time, working independently and in groups, and taking responsibility for their own work.

Skills and Abilities in Communication:
Students will be expected to develop their written communication skills through writing essays and their oral communication skills through presentation and engaging in class discussion.

Skills and Abilities in Personal Effectiveness:
Students will require the ability to manage time effectively, preparing for deep engagement in seminars; to analyse critically; and to demonstrate their learning in the course.
KeywordsPrinciples of Corporate Finance Law,Formation of Capital,Share Capital Maintenance,Law,Level 11
Course organiserDr Ruiqiao Zhang
Tel: (0131 6)50 2029
Course secretaryMiss Bethan Walters
Tel: (0131 6)50 2386
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