UCL Laws Semester in London

Module 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.

Module syllabus

Term 1:
Introduction to corporate finance
Equity financing (5 weeks) 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) (3 weeks)
Insider dealing; Market abuse (2 weeks)

Term 2:
Debt financing (4 weeks) 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
• Recharacterisation
• Registration requirements
• The Debt Crisis and its impact on Companies: A practitioners' perspective

Recommended materials

Main textbook:
Eilís Ferran, Principles of Corporate Finance Law (Oxford, OUP, 2008): http://ukcatalogue.oup.com/product/9780199230518.do

Seminar handouts and other materials will be provided electronically through Moodle (virtual learning environment).

You will find it very helpful to have regular access to:
Dan Prentice, Arad Reisberg (ed.) Corporate Finance Law in the UK and EU (Oxford, OUP, 2011):
http://ukcatalogue.oup.com/product/9780199589616.do?keyword=reisberg&sortby=bestMatches

Some of the chapters from this title will be provided electronically through Moodle (virtual learning environment).

Preliminary reading

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 (above), Principles of Corporate Finance Law, 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

Other information

(1) The instructor for each seminar will be advised via Moodle.
(2) Each seminar handout lists two or three items of “essential reading”. These should be read before the seminar and will be discussed during the seminar in depth. The handout also contains a list of “further reading”. Some of it may be discussed or mentioned in the seminar, but on the assumption that it has not been read by everyone.
(3) Students must be prepared to engage with case law and with UK statutes where appropriate.