Dr. Eva Micheler, NAB 7.35 and Professor Niamh Moloney, NAB 7.16

For LLM, MSc Law and Accounting and MSc Management and Regulation of Risk students and other Master's level students with permission.

This course consists of two half courses, The Law of Corporate Finance A (LL4G8) and The Law of Corporate Finance B (LL4K8).

The Law of Corporate Finance A (LL4G8) examines the private law rules governing how companies raise finance. The issues covered include e.g. capital structures, identifying and protecting shareholder rights, issuing shares, initial legal capital and alternatives, dividends, reduction of capital and share buy-backs, reform and moving to a solvency test, property rights in shares and financial assistance. The course will focus on English law, but will also look at other legal systems in particular at German law.

The Law of Corporate Finance B (LL4K8) examines the legal issues arising out of the operation of the capital markets as intermediaries between investors and issuers; it focuses on the regulation of capital-raising through the markets. The topics covered include: disclosure theory; the role of trading markets in finance-raising and their regulation; prospectus disclosure; ongoing disclosure; market abuse; the debt markets and regulation; and the internationalization of capital-raising and harmonization. The course will focus on English law but reference will be made to the relevant EU rules.
Contents may vary slightly from year to year.

Two-hour weekly lecture and fortnightly one-hour back up classes.

Students will have the opportunity to write a formative essay for each of the classes. All students are strongly encouraged to write at least one essay.

Reading will be prescribed for each seminar.

Sample texts for The Law of Corporate Finance A include: Gower and Davies, Principles of Modern Company Law, 8th edition, 2008, part 2, 6 and 7; Eilis Ferran, Principles of Corporate Finance Law, 2008, chapters 1-13.

Sample texts for The Law of Corporate Finance B include: Gower and Davies, Principles of Modern Company Law, 8th edition, 2008; Ferran, Principles of Corporate Finance Law, 2008; Scott, International Finance. Law and Regulation, 2nd edition, 2008; Davies et al, The Anatomy of Corporate Law (2004); Ferran, Building an EU Securities Market (2004).

Students taking both, The Law of Corporate Finance A and The Law of Corporate Finance B will be examined by ONE three-hour examination (100%).