Postgraduate Course: Advanced Capital Markets Law (LAWS11526)
Course Outline
| School | School of Law |
College | College of Arts, Humanities and Social Sciences |
| Credit level (Normal year taken) | SCQF Level 11 (Postgraduate) |
Availability | Not available to visiting students |
| SCQF Credits | 20 |
ECTS Credits | 10 |
| Summary | Capital markets law is important for understanding how the public authority defines and governs financial activities and services in national capital markets to facilitate business growth, protect investors, maintain market order and integrity, and control financial risks. This course is tailored for students who have acquired solid and comprehensive knowledge in UK company law or corporate finance law and wish to develop an in-depth and intensive understanding of the contemporary issues in UK capital markets law. |
| Course description |
This course will focus on the contemporary issues arising from the fast-developing modern capital markets, which have received heightened attention from scholars, practitioners and policymakers. It aims to provide students with the fundamental knowledge and leading-edge academic insights to analyse the role of UK capital markets law in addressing these contemporary issues.
It will cover four themes; under each theme, a couple of interrelated, specific topics will be explored.
The first theme is 'information disclosures and transparency' (seminars 1 and 2), which is traditionally one of the main focuses of capital markets law. While this part will introduce the well-established financial and legal theories of the significance of information disclosures, it will concentrate on the reforms to the regulatory regimes of listing, public offer, prospectus and ongoing disclosures, which have been implemented or proposed by UK law makers and regulators, as well as the evolving enforcement of civil liabilities for misstatements. It will further consider and analyse the objectives the UK authority means to achieve through these legal reforms and their potential effects.
The second theme is 'market order and integrity' (seminars 3, 4 and 5). This part will introduce the legal rules that prohibit fraudulent and wrongful conduct in securities transactions (market abuse) and restrict speculative and highly risky activities (short selling and economically equivalent activities), with a particular focus on their effectiveness in addressing the new threats arising from abusive or speculative activities.
The third theme is 'alternative capital markets' (seminars 6 and 7). This part will explore the emerging and fast-growing markets beyond traditional capital markets, which are spontaneous, economically driven developments in modern finance. It will focus particularly on the markets for crowdfunding and crypto finance, their similarities with traditional capital markets in terms of economic functions, and the differences in legal treatment. It will also examine the impact of regulatory tightening on the operations of these markets.
The fourth theme is 'new normal in capital markets' (seminars 8 and 9). This part will consider how capital markets law adapts to and accommodates novel business structures, focusing mainly on the implemented and ongoing reforms to the listing rules governing dual-class shares (DCSs) and special purpose acquisition companies (SPACs). It will also look into the issues related to sustainable finance, which represents the major trend in the conceptual and ideological evolution of finance, and examine how capital markets law may engage with this trend.
In the last seminar, under the lecturer's guidance, students will apply their knowledge acquired from previous seminars to work on legal or business cases. Case studies will take the form of group presentations.
By the end of the course, students will be able to carry out theoretically inspired and academically rigorous analyses of the role of capital markets law and the interactions between practice and law concerning capital markets development.
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Entry Requirements (not applicable to Visiting Students)
| Pre-requisites |
|
Co-requisites | |
| Prohibited Combinations | |
Other requirements | None |
Course Delivery Information
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| Academic year 2024/25, Not available to visiting students (SS1)
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Quota: 26 |
| Course Start |
Semester 2 |
Timetable |
Timetable |
| Learning and Teaching activities (Further Info) |
Total Hours:
200
(
Seminar/Tutorial Hours 20,
Programme Level Learning and Teaching Hours 4,
Directed Learning and Independent Learning Hours
176 )
|
| Assessment (Further Info) |
Written Exam
0 %,
Coursework
100 %,
Practical Exam
0 %
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| Additional Information (Assessment) |
The summative assessment is made up of two components:
(i) A group presentation in the Week 10 seminar, counting towards 10% of the final mark;
AND
(iii) One written essay of up to 4000 words in length, counting towards 90% of the final mark. |
| Feedback |
Oral feedback on group presentations will be provided by the lecturer in the relevant seminar;
Written feedback on essays will be provided by markers in the Turnitin system;
Individual marks for group presentations and essays and aggregate marks will be released in accordance with the University's schedule for assessments.
|
| No Exam Information |
Learning Outcomes
On completion of this course, the student will be able to:
- Demonstrate a comprehensive understanding of the functions and structure of capital markets, the key players, and the mechanics of financial activities.
- Demonstrate a thorough understanding of the role of capital markets law in improving market efficiency and transparency, protecting investors and consumers, maintaining market integrity and order, and controlling financial risks.
- Demonstrate an in-depth understanding of the substantive law of capital markets, including the rules governing listing and public offerings, corporate disclosures, and related financial services, as well as the legal constraints on market abuse and short selling.
- Demonstrate an in-depth understanding of the cutting-edge and fast-developing financial practices in the broader scope of capital markets as well as the ongoing legal and regulatory responses, which are particularly concerned with crowdfunding, crypto finance, DCSs, SPACs, and sustainable finance.
- Demonstrate a high-level and critical understanding of the interactions between capital markets practice and law.
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Reading List
L. Gullifer and J. Payne, Corporate Finance Law: Principles and Policy (Hart 2020, 3rd edn)
E. Ferran et.al., Principles of Corporate Finance Law (CUP 2023, 3rd edn)
P. Davies et.al., Gower: Principles of Modern Company Law (Sweet & Maxwell 2021; 11th edn)
R. Veil (ed), European Capital Markets Law (Bloomsbury 2022, 3rd edn 2022)
I. Chiu (ed), Research Handbook on Global Capital Markets Law (Elgar 2023)
K. Sergakis, The Law of Capital Markets in the EU Disclosure and Enforcement (Palgrave 2018)
A. Rechtschaffen, Capital Markets, Derivatives, and the Law: Positivity and Preparation (OUP 2019)
B. Rider et.al, Market Abuse and Insider Dealing (Bloomsbury Professional 2022, 4th edn)
P. Ortolani and M. Louisse, The EU Crowdfunding Regulation (OUP 2021)
C. Brummer (ed), Cryptoassets: Legal, Regulatory, and Monetary Perspectives (OUP 2019) |
Additional Information
| Graduate Attributes and Skills |
1. Skills and abilities in Research and Enquiry
Critically review, consolidate and extend knowledge and thinking in capital markets practice and law.
Apply critical analysis, evaluation and synthesis to forefront legal issues associated with capital markets.
2. Skills and abilities in Personal and Intellectual Autonomy
Develop original and creative legal perspectives to address practical problems in the operation of capital markets.
3. Skills and abilities in Communication
Engage in class discussions to foster theoretically inspired legal analysis and practice-oriented case analysis.
Present opinions on practical and legal problems by way of oral answers in class or written answers in assessments.
4. Skills and abilities in Personal Effectiveness
Exercise self-motivation and initiatives in academic activities, including preparation for seminars and presentations of arguments through written and verbal communications.
Develop a problem-solving orientation for combining theories with practice and applying the law to practice.
5. Technical/practical skills
Develop skills in reading, critical analysis, legal reasoning, case analysis, written and oral communications, and problem-solving, which are essential for postgraduate studies and careers in academia, legal practice or industry.
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| Keywords | Capital markets,securities law,investments,finance |
Contacts
| Course organiser | Dr Longjie Lu
Tel: (0131 6)50 2336
Email: Longjie.Lu@ed.ac.uk |
Course secretary | Miss Hannah Ackroyd
Tel: (0131 6)50 2008
Email: hackroyd@ed.ac.uk |
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