Unit information: International Corporate Finance in 2015/16

Unit name	International Corporate Finance
Unit code	LAWDM0116
Credit points	30
Level of study	M/7
Teaching block(s)	Teaching Block 4 (weeks 1-24)
Unit director	Professor. Albert Sanchez Graells
Open unit status	Not open
Pre-requisites	None
Co-requisites	None
School/department	University of Bristol Law School
Faculty	Faculty of Social Sciences and Law

Description including Unit Aims

This unit will explore the legal rules which govern the procedures followed by companies when they want to raise funds. It will be divided into two major parts: a) equity financing: the raising of capital following corporate law rules (minimum capital requirements, capital variations, the protection of shareholder rights when raising capital, the issuance of shares, financial assistance, etc.) and the raising of capital through the markets under securities regulations (IPOs, prospectus disclosure, ongoing disclosure of listed companies, market abuse, etc.) and b) debt financing, including banking and bankruptcy rules covering issues such as: debentures, fixed and floating charges, charges of book debts, specialised forms of finance such as project finance and trade finance, security, bonds, insolvency issues and priority for the payment, pari passu clauses, registration requirements, etc.

Through the examination of both equity and debt-based sources of financing, this module offers a fruitful combination of company law, securities regulation, banking and bankruptcy study, under both a national and international perspective. Applicable EU law will also be examined, and broader issues regarding the function of international capital markets will be discussed, particularly in relation to project finance of complex infrastructure.

Unit aims

- Enable students to identify various legal concepts and principles examined throughout the subject and designed to raise capital for companies and protect other related market actors affected by these kinds of strategies. - Enable students to apply theories and legal rules of corporate finance to practical situations. - Research sources of law and academic texts to identify the reasoning behind principles of corporate finance, as well as their impact on various legal provisions. - Enable students to confidently handle, analyse, summarise and apply the creation of the above principles.

Unit aims

- Enable students to identify various legal concepts and principles examined throughout the subject and designed to raise capital for companies and protect other related market actors affected by these kinds of strategies. - Enable students to apply theories and legal rules of corporate finance to practical situations. - Research sources of law and academic texts to identify the reasoning behind principles of corporate finance, as well as their impact on various legal provisions. - Enable students to confidently handle, analyse, summarise and apply the above principles.

Seminars

Seminar 1: Introduction to debt and equity finance

Seminar 2: Unsecured lending

Seminar 3: Secured lending I

Seminar 4: Secured lending II

Seminar 5:Internal equity finance

Seminar 6: External equity finance I (access to capital markets, equity offerings)

Seminar 7:External equity finance II (prospectus disclosure obligations)

Seminar 8: External equity finance III (periodic and episodic disclosure obligations)

Seminar 9: Corporate bonds

Seminar 10: Project finance

Seminar 11: Revision session

Intended Learning Outcomes

On the completion of this unit, students will be able to demonstrate:

1. thorough knowledge and systematic understanding of various corporate finance procedures and techniques for raising capital
2. understanding of legal issues arising in the framework of the protection of lenders and borrowers
3. critical assessment of concepts related to corporate finance arguing from competing perspectives and paying particular attention to contemporary issues
4. critical appreciation of the legal procedures related to corporate finance strategies
5. ability to deal with practical issues in the area of corporate finance, to interpret, critically evaluate and re-express these in given, previously unseen, practical situations with appropriate critical comment

Teaching Information

11 x seminars = 22 hrs 20 x lectures = 20 hrs

Assessment Information

Summative assessment 3-hour unseen written examination

Formative assessment 1 x 1500 essay in term 1 and 1 optional 1500 essay in term 2

Reading and References

Paul Davies and Sarah Worthington (eds.), Gower and Davies, Principles of Modern Company Law (Sweet & Maxwell, 9th ed., 2012).

Eilis Ferran and Look Chan Ho, Principles of Corporate Finance Law (Oxford, OUP, 2nd ed., 2014).

Louise Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy (Oxford, Hart Publishing, 2011).

John Lowry and Arad Reisberg, Pettet's Company Law: Company Law and Corporate Finance (Longman, 4th ed., 2012).

Dan Prentice and Arad Reisberg (ed.) Corporate Finance Law in the UK and EU (Oxford, OUP, 2011).

Pierre Schammo, EU Prospectus Law: New Perspectives on Regulatory Competition in Securities Markets (Cambridge, CUP, 2011).

Graham Vinter, Gareth Price and David Lee, Project Finance (Sweet & Maxwell, 4th ed., 2013).