Postgraduate Course: Principles of Corporate Finance Law (LAWS11357)
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 | This 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, Security Interests, Market Abuse and Short Sale.
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. Student¿s active participation and presentation is required. |
| 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 level 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; securities interests, regulation of different forms of market abuse and short sale. 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. Students active participation, research and presentation is required.
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. Security Interests
4.1 Fixed Securities
4.2 Floating charge
4.3 Distinction between fixed and floating charges
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
6. Short Sale
6.1 Definition of short sale
6.2 Mechanism of short sale
6.3 advantages and disadvantages of short sale
Student Learning Experience
The course will be taught in the form of seminars. Students are expected to complete the assigned reading before each seminar, present as a group on three selected seminar topics, and participate in class discussions and activities -- the Course Organiser will develop some games, hypothetical cases or scenarios applying the rules or theories and ask students to analyse and discuss them. Those activities are developed to improve students' abilities of critical analyses, presentation, research, etc. It seeks to promote small-group cooperation and interaction as well as to assist students to exercise oral communication skills. It is also useful for students to explore different perspectives and thought processes by interacting with people from different backgrounds.
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Course Delivery Information
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| Academic year 2024/25, Not available to visiting students (SS1)
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Quota: 25 |
| Course Start |
Semester 1 |
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 )
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| Assessment (Further Info) |
Written Exam
0 %,
Coursework
100 %,
Practical Exam
0 %
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| Additional Information (Assessment) |
Formative Assessment:
(* Component marks to do not contribute to student's overall course mark/grade. The aim of formative assessments is to monitor student learning).
Formative assessment of this course will be provided in the form of individual meetings between students and course organiser targeting at each student's own issues and problems and his or her specific questions about class participation and essay writing.
Students will be scheduled an individual meeting with course organiser on week 5 to get feedback on their studies. This is also an opportunity for students to discuss their concern and problems with studies or specific questions about essay writing.
Summative Assessment:
(* Component marks contribute to student's overall course mark/grade. The aim of summative assessments is to assess student learning).
1) 6000 Word Essay (100%) |
| Feedback |
Feedback on the formative assessment may be provided in various formats, for example, to include written, oral, video, face-to-face, whole class, or individual. The course organiser will decide which format is most appropriate in relation to the nature of the assessment.
Feedback on both formative and summative in-course assessed work will be provided in time to be of use in subsequent assessments within the course.
Feedback on the summative assessment will be provided in written form via Learn, the University of Edinburgh's Virtual Learning Environment (VLE). |
| No Exam Information |
Learning Outcomes
On completion of this course, the student will be able to:
- 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.
- 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.
- 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.
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Reading List
Main reference books:
Louise Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy (Hart Publishing)
Eilís Ferran and Look Chan Ho, Principles of Corporate Finance Law (OUP)
Mayson, French and Ryan, Company Law (OUP)
Paul Davies, Gower¿ Principles of Modern Company Law (Sweet & Maxwell)
Petri Mantysaari, The Law of Corporate Finance: General Principles and EU Law (Springer), also available electronically
NB: Templates of the examined corporate deals as well updates on legislation are available through the PLC website: http://uk.practicallaw.com/
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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.
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| Keywords | Principles of Corporate Finance Law,Formation of Capital,Share Capital Maintenance,Law,Level 11 |
Contacts
| Course organiser | Dr Ruiqiao Zhang
Tel: (0131 6)50 2029
Email: Ruiqiao.Zhang@ed.ac.uk |
Course secretary | Miss Hannah Ackroyd
Tel: (0131 6)50 2008
Email: hackroyd@ed.ac.uk |
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