LLM Programme

Module summary

The module examines the law and practice of various international finance transaction 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 international bank regulation impacts upon the nature of the transactions covered by the module.

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. 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.
3. Analysis of the form and content of International loan commitment letters and term sheets.
4. Syndicated loan agreements: the form and content of international syndicated loan agreements and an analysis of the roles and obligations and liabilities of the various parties thereto including: the arranger; agent banks; security agents; and syndicate lenders.
5. 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.
6. 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.
7. 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.
8. Financial derivates: This component of the course will analyse some of the of the basic instruments used in the international finance markets to “manage” interest rate and currency risk, primarily through the use of interest rate and currency swaps.
9. Legal opinions: the role of the lawyer in international finance transactions; the form and content of legal opinions commonly delivered in international finance transactions.
10. Conflict of laws in international finance transactions: the importance of choice of law and jurisdiction clauses; their form and content.
    

Recommended materials

A detailed reading list for each topic will be supplied during the module. Comprehensive handouts and reading materials, including precedent documents covering each of the financial transactions covered by the module, will be provided electronically through Moodle (virtual learning environment). There are a wide range of text books that cover the module (in whole or in part) and these will be referred to during the introductory lectures.

Preliminary reading

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

Other information:

Students will be expected to read text book chapters, articles, cases and precedent documents by way of preparation for discussion in seminars each week.

The application process for the 2013-14 academic session is open.
The deadline for applications to be received has been extended to Monday 1 July 2013

Please refer to the How to apply section for information on the application process.