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.


CORPORATE FINANCE (LAWSG103)
Credit value: 30 credits (12 ECTS)

Module Convenor:
Dr Arad Reisberg
Prof Dan Prentice

Other Teachers:
N/A

Content

Summary:

The module looks at how companies finance their operations: equity financing, that is share capital, debt financing and the regulation of companies in terms of their use of retained earnings. In terms of the sources of corporate finance, the module examines private sources (such as bank borrowing), as well at the way in which companies access the public markets (public issues of securities, both domestically and international). The law the module focuses on is a hybrid of company law and securities regulation. Also, there is a great deal of European law and policy which takes effect in the UK and which sets the framework. The module will also address some topical themes in the international debate about capital markets, such as the role of credit rating agencies.

By the end of this module students should:

  • have a solid basic understanding of the relationship between law and corporate finance;
  • have a solid basic understanding of the key elements of the legal environment relating to corporate finance in the UK and EU;
  • master the understanding and application of principles governing corporate finance theory and market practice within the UK and the EU.

Syllabus:

Term 1

Introduction to corporate finance
Equity financing including:

  • The legal nature of shares; ordinary/preference shares
  • Minimum capital requirements
  • Payments for shares
  • Raising additional capital
  • Reduction of capital
  • Financial assistance

Public distributions of securities (IPOs)
Insider dealing; Market abuse

Term 2

Debt financing including:

  • Equity v. Debt
  • Legal nature of debentures
  • Fixed and floating charge; charges over book debts
  • The concept of security; the doctrine of set-off
  • Insolvency law: outline only; the order of priority for the payment; pre insolvency remedies
  • Negative pledge and pari passu clauses
  • Registration requirements
  • The Debt Crisis and its impact on Companies: A practitioners' perspective

Schemes of Arrangement
Credit Rating Agencies
Takeovers
UK Corporate Governance Code

Background Reading (optional):

No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this will be helpful. Those with no knowledge of company law will need to do some additional background reading and it is advised to read:

  • John Lowry & Arad Reisberg, Pettet's Company Law: Company Law and Corporate Finance (Longman, 4th Edition, 2012

The following reading is recommended by way of background:

  • Ferran and Ho, Principles of Corporate Finance Law (2nd edition), chapters 1-3
  • Davies, Introduction to Company Law (Clarendon Law Series, OUP, second edition, 2010) chs 1-4
  • Kraakman et al, The Anatomy of Corporate Law (Oxford, OUP, second edition, 2009) ch 1

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: Extra large – 100+ students
Who may enrol: LLM students
Prerequisities: None
Barred module combinations: None
Core Module for LLM specialism: Corporate Law, International Banking and Finance Law
Assessment
Final Assessment: 3-hour unseen written examination
Practice Assessment: Students have the option of submitting up to 2 pieces of formative coursework each throughout the academic year, based on past examination questions.

This page was last updated on 31 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.