UCL FACULTY OF LAWS

LLM Programme

The taught modules offered on the LLM programme vary from year to year. Please check the full list of taught modules list for details of modules running in specific academic years. We make every effort to ensure that every module will be offered, but modules are subject to change and cancellation. You are therefore advised to check this site regularly for further updates throughout the year preceding entry to the LLM programme.


LEGAL ASPECTS OF INTERNATIONAL FINANCE (LAWSG033)
Credit value: 30 credits (12 ECTS)
Module Convenor:
Professor Graham Penn
Other Teachers:
Mr Graham Roberts
Ms Jelena Madir, Principal Counsel, European Bank for Reconstruction and Development
Content

Summary:

The module examines the law and practice of various international finance transactions that are used to raise debt finance in the international debt and capital markets. The structure, legal form and content of these instruments are examined in detail, together with the rights and obligations of the various parties involved. The focus will be on international finance transactions entered into in the London International Finance Market, and on such transactions which are governed by English law. However, the vast majority of such transactions are of a cross-border nature, consequently the international nature of such transactions will form an important component of the module as will the impact of the on-going global credit crisis. The module will also examine the extent to which regulation impacts upon the transactions covered by the module.

Syllabus:

  1. Introduction and overview of the London based international finance markets, including the funding mechanisms used in those markets and the impact and potential implications of the ongoing global credit crisis
  2. Analysis of the form and content of International loan commitment letters and term sheets.
  3. Introduction to international term loan agreements. The form and content of international (cross-border) loan agreements including an analysis of the standard (Loan Market Association) form agreements with particular focus on the objectives and legal effect of: conditions precedent; representations and warranties; covenants; and events of default. Issues arising from the recent LIBOR scandal will also be examined.
  4. Rescheduling, restructuring and standstill agreements: the form, content and legal effect of such agreements.
  5. Primary syndicated loan agreements: the form and content of international syndicated loan agreements and an analysis of the roles, obligations and liabilities of the various parties thereto including: the arranger; agent banks; security agents; and syndicate lenders.
  6. Secondary syndication/loan transfers. How are loans transferred? Methods of transfer under English law: novation, assignment, sub-participation (risk and funded), proceeds assignment and trusts transfers. The regulatory drivers for loan transfers.
  7. Subordination and Intercreditor related issues. This component will focus on the different types of subordination, its legal effect and the commercial objectives. Typical intercreditor agreements used within international finance markets will also be analysed in detail.
  8. Project Finance. This component will focus on the documentation typically used in project finance transactions and the risks (legal and commercial) such documentation is intended to address. Typical project financing structures will also be examined.
  9. Securitisation and structured finance. This component will focus on “true sale” securitisation transactions including the commercial background and regulatory drivers that underpinned the development of the securitisation market. The structure of securitisation transactions will be examined in detail as will the role, rights and responsibilities of the various parties thereto. The impact of the global credit crisis on structural finance transactions will be examined in detail, as will recent regulatory developments including the 5% retention requirement, and the legal structure of post credit crisis transactions.
  10. International bond issues: This component will examine the process of issuing an international bond; the parties to such issues and the fundamental terms typically incorporated. The legal nature of international bonds will also be examined as will the manner in which they are traded. The role and duties of the bond trustee will also be examined in detail.
  11. Legal opinions: the role of the lawyer in international finance transactions; the form and content of legal opinions commonly delivered in international finance transactions and the potential liabilities for lawyers delivering such opinions.
  12. Conflict of laws in international finance transactions: the importance of choice of law and jurisdiction clauses; their form and content.

Background Reading (optional):

Colin Bamford Principles of International Financial Law (student version) (2011) Oxford University Press provides a good introduction to the subject.

An excellent introduction to the origins of the recent credit crisis can be found in Roger McCormick Legal Risk in the Financial Markets (2010) Oxford University Press.

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment in September.

Delivery and enrolment
Lectures/Seminars: 20 x 2-hour seminars
Tutorials: Yes
Previous module enrolments: Large – 51-100 students
Who may enrol: LLM students, other UCL Masters students
Prerequisities: None
Barred module combinations: None
Core Module for LLM specialism: Corporate Law, International Commercial Law, International Banking and Finance
Assessment
Final Assessment: 3-hour unseen written examination
Practice Assessment: Opportunity for feedback on past exam papers

This page was last updated on 22 July, 2014

APPLICATION NOTICES

The application process for the 2014-15 academic session, for entry in September 2014, is now closed.

Information regarding applications for September 2015 will be updated on the website in September 2014.

IMPORTANT NOTICE : Updated 28 May 2014

The Home Office issued an update about the acceptance of ETS tests (including TOEFL). They have now confirmed that Higher Education students applying for a Tier 4 visa may use a TOEFL test taken after 17 April, if a Higher Education Institution is willing to use its academic discretion. For those students entering in September 2014, UCL will continue to accept the TOEFL even if it was taken after 17 April. However, if an applicant still needs to book a test then we recommend that they take an alternative test to TOEFL. Those who have already arranged to take a different test following the previous advice from the Home Office, we encourage you to go ahead with taking the alternative test.

The TOEFL test will continue to be accepted for 2014 entrants who have been asked to take an English language qualification as part of their offer condition, and do not need to apply for a visa to study in the UK.