87513 - LAW AND PRACTICE OF FINANCIAL TRANSACTIONS

Learning outcomes

The course introduces students to the regulatory, legal and contractual issues relating to transactions undertaken by companies and other institutions in order to raise funds in international capital markets with a view to diversifying their capital structure and reducing the risks associated with it. To this end, the course examines various types of financial transactions and structures which are widely used in the financial markets, such as secured and unsecured loans, syndicated lending transactions, debt and equity securities offerings, and derivatives transactions. Students will be provided with draft terms and agreements in order to familiarize with contract language and standard clauses. At the end of the course, students will be able to apply knowledge and understanding of the basic principles of the law and the practice of major structure finance transactions; investigate and analyze complex information, problems, and concepts with regard to regulatory, legal and commercial aspects of various forms of debt finance and securities offerings; use cognitive and technical skills to evaluate contractual documents and financial reporting relevant to international financial transactions as they are shaped in market practice.

Course contents

The course will be divided in three parts, each one related to a particular type of selected financial transactions. The first part is devoted to public and private, equity and debt securities offerings. The second part examines corporate takeovers by means of mergers and acquisitions. The third part studies the market for loans focusing on syndicated loans and leverage finance transactions. Each part begins with a brief description of the nature of the transaction at stake, proceeds with a theoretical introduction to the regulatory framework (including judicial cases, if applicable), and then concludes by analysing contractual documentation.

Part I - Securities offerings

Nature of equity and debt securities offerings.

European securities regulation applicable to issuance and public offerings of debt and equity securities.

Exemptions for private placement of securities.

Analysis of documents regarding a selected initial public offerings of stock (prospectus).

Analysis of documents concerning a selected private placement of bonds (private placement memorandum and subscription agreement).

Part II – Merger & acquisition deals

Nature of a corporate takeover as a change-of-control transaction

European regulation governing takeovers by means of mergers and acquisitions

Analysis of documents regarding a selected negotiated takeover by way of a merger (merger agreement)

Analysis of documents concerning a selected hostile public tender offer (offer document).

Part III – Market for loans

Nature of syndicated loans and leverage finance transactions

Elements of contract law

Regulation impacting the loan market

Analysis of documents regarding a selected credit facility

Readings/Bibliography

Readings will be listed ahead of the beginning of the course and will be made available on Moodle.

Teaching methods

Each lecture will be dedicated to a specific topic. After introducing the topic and pointing out all relevant issues pertaining thereto, the lecturer will invite the class to actively participate and debate.

Students will be encouraged to form teams and do presentations in class. This option will be accorded to first-year students only.

Assessment methods

Students that are eligible and choose to do a presentation in class (see above) will be evaluated based on the grade obtained on the presentation in classe and the grade obtained on a multiple-choice-question exam.

All other students will be evaluated based on a final exam consisting of multiple-choice questions and open questions.

Teaching tools

In addition to regular reading materials the lecturer will use slides, which will be made available to students before class and then shown and discussed in class.

Office hours

See the website of Alessandro Pomelli