Corporate & Financial Law (LLM)
Course Descriptions
Introductory Reading
- R Kraakman et al The Anatomy of Corporate Law 2nd edition 2009
- I MacNeil An Introduction to the Law on Financial Investment 2nd edition 2012
- P Wood Law and Practice of International Finance (University Edition) 2008
Corporate Finance
Course code: LAW5014
Course Co-ordinator: Professor Iain MacNeil
The course provides an in-depth examination of the legal framework for equity finance over the entire corporate lifecycle, including venture capital, management buyouts, initial and subsequent public offers of shares, rights issues, private equity buyouts and share buybacks. It will examine the use of different types of equity finance instruments and the legal rights associated with them. Close attention will be paid to the regime governing legal capital its implications for corporate transactions. The role of capital markets in raising new capital and trading shares will be examined along with the role of financial regulators in controlling that process. While the main focus is on the EU and UK corporate law framework, the issues and financing techniques are relevant for all jurisdictions.
Corporate Governance
Course code: LAW5015
Course Co-ordinator: Professor Iain MacNeil
The course will provide an in-depth examination of the legal and market framework in which corporate governance operates. It will examine how the law approaches the governance structure of companies, focusing on the role of different stakeholders and the structure and powers of the two decision-making organs of the company, the general meeting of shareholders and the board of directors. Close attention will be paid to the role of institutional shareholders and financial markets and to the development of ‘soft-law’ governance codes and voluntary self-regulation as alternatives to formal legal control. While the main focus will be on the UK, reference will also be made to developments in the EU and emerging global trends.
Corporate Restructuring
Course code: LAW5016
Course Co-ordinator: Dr Ross Anderson
The course deals with the law relating to the various techniques that may be employed in the UK to restructure companies. The course will examine both solvent and insolvent restructuring. Aspects of both Scots and English law will be covered. The course is primarily concerned with the technical detail of the law in order that students who proceed into practice – whether in the UK or abroad – have a firm grasp of the basic principles of the areas of solvent and insolvent restructuring as it is practiced in the UK. Some basic knowledge of insolvency law is desirable, but not essential. Students will also benefit from studying the Debt Finance & Security course. The course will critically examine the detailed legal rules found in legislation (particularly the Companies Act 2006 and the Insolvency Act 1986), case law and juristic writings. The practical implications of legal rules will also be discussed.
Debt Finance and Security
Course code: LAW5019
Course Co-ordinator: Dr Ross Anderson
The course will provide an in-depth examination of the legal nature and structure of commercial debt. It will examine the capacity of different types of corporate vehicle to create debt obligations. There will be a substantial focus on the techniques, process and effect of taking security interests as collateral for debt, covering the wide range of assets that can potentially be the subject of a security interest. Attention will be paid to the increasing role of commercial trusts in legal structures for debt finance. The implications of insolvency will be a common theme running through the course.
International Finance Law
Course code: LAW5041
Course Co-ordinator: Professor George Walker
The course is designed to provide students with a detailed knowledge of international financial markets. It focuses on the distinct features of those markets and the legal nature of the products created and traded in them. An important dimension of the course is the role of market documentation in providing a harmonised contractual and quasi-regulatory regime for the operation of international markets. The course also focuses on the legal regime that underpins special contracts such as derivatives, project finance and securitisation.
It encompasses both Private Law issues focusing on individual transactions and Public Law (regulatory) issues related to market structure and conduct.
International Financial Regulation
Course code: LAW5042
Course Co-ordinator: Professor George Walker
This course is concerned with the regulatory and legal control of financial markets and financial intermediaries including banks and banking (Commercial Banks and Investment Banks) as well as Securities Firms, Insurance Undertakings and other more specialist types of service provider and Financial Conglomerates (or complex groups). Financial institutions are essential to the effective operation of any economy, nationally and internationally, with Glasgow and Edinburgh being important financial centres in all of these areas.
The course examines all relevant aspects of law and regulation concerning the structure, operation and function of financial markets and financial institutions. The course is also taught on a comparative basis with reference to significant international standards as well as European and other national country models including the US. This is not an exclusively UK course.
International Investment Law
Course code: LAW5044
Course Co-ordinator: Professor Christian Tams
International Investment Law regulates relations between foreign investors and the states hosting their investments. It is of immense practical and theoretical importance, as evidenced by the growth of foreign direct and portfolio investment over the last decade, the rapid proliferation of international investment agreements and investment arbitration, and the emergence of a specialised literature on Investment Law. In fact, International Investment Law is quite rightly seen as the most dynamic branch of contemporary International Law.
The course is designed to provide a sound understanding of this dynamic branch of International Law and to enable students to advise on investment-related disputes. It addresses substantive principles and standards of investment protection (such as the legal rules governing expropriations; most-favoured-nation treatment; and fair and equitable treatment) as well as frameworks for the settlement of investment disputes (notably investment proceedings brought under the ICSID Convention). Its final part looks at the most pressing challenges facing contemporary Investment Law – notably problems of conflicting awards; the relationship between investment protection, human rights and environmental standards; and the perception that the system is biased in favour of investors.
Recommended Reading –
International Merger Control
Course code: LAW5046
Course Co-ordinator: Professor Mark Furse
This course focuses on merger control in the EU US, UK and one other regime which will be dealt with in less detail (usually China). It deals with the largest commercial transactions, and analyses the regulatory framework within which the competition elements of that transaction are controlled by the law. This is an area of increasing importance, with an expanding number of countries maintaining some form of merger control, and with the very largest of transactions often being subject to scrutiny by several regimes simultaneously. No prior knowledge of merger control, or of competition law, is necessary in order to take this course.
Recommended Reading –
- William J. Baer, Reflections on Twenty Years of Merger Enforcement Under the Hart-Scott-Rodino Act, 65 Antitrust L.J. 825 1996-1997
International Tax Law
Course code: LAW5150
Course Co-ordinator: Professor Iain MacNeil and Ms Eileen Beaton
This course will consider the mechanisms in place to address the tax issues which arise from cross border commercial activity conducted by individuals and corporate bodies. In particular students will examine the approach endorsed by the OECD, UN and EU and the methods and attitudes adopted by governments/tax authorities and corporate bodies who are confronted with these issues. Particular attention will be paid to implementation of international standards in Model Tax Treaties, Double Tax Treaties, commentary and associated information as well as to legislation giving domestic effect to those standards in the UK and elsewhere.
Recommended Reading –
Investment Structures and Funds
Course code: LAW5107
Course Co-ordinator: Professor Iain MacNeil
This course provides an in-depth examination of the legal framework within which pooled investment funds operate. It examines the different types of fund (such as unit trusts, open and closed-end investment companies, hedge funds and private equity funds), their legal structure and the regulatory rules that are applicable to them. The course is focused on the respective roles of partnership law, company law, contract law, trust and regulatory rules in the legal structure of funds and the varying degree to which regulatory intervention has occurred. Attention is paid to the EC framework for facilitating a single market in investment funds and to the role of investor and consumer protection as policy objectives. The potential for self-regulatory initiatives to pre-empt regulation is considered.
Law of Commercial Banking
Course code: LAW5051
Course Co-ordinator: Professor Lorne Crerar
The principal aim of the course is to provide the student with an in depth understanding of the UK banking system and the developments which are changing the banker/customer relationship. Consideration will be given to general principles which apply throughout the world banking community. Time will be spent reviewing the Regulatory framework of banking and developments after the financial Crisis of 2008. Consideration will also be given to the main financial instruments and an understanding of how they operate as well as the legal principles which underline them. Consideration of modern methods of money transmission as well as ebanking and the issues facing their evolution will be discussed. Guest lectures from a leading banker and venture capitalist will be given.
Recommended Reading –
- Either Ellinger's Modern Banking Law or
- Crerar Law of Banking In Scotland 2nd Edition