Corporate finance law

The module considers the dynamics of corporate financing options, methods and techniques in the light of regulatory theories, applicable legal framework, shareholders’ capitalism and public policy objectives.

The module provides a critical and insightful view of current global legal developments and trends with the aim of identifying the most salient legal issues involved in corporate finance and M&As in the context of increasingly complex financial phenomena and international markets.

Topics covered

  • Corporate Finance: the Players and the Markets
  • Equity and Debt Instruments
  • Initial Public Offerings of Shares and Secondary Markets
  • Hard and Soft Aspects of Mergers
  • Acquisition Finance
  • Introduction to Mergers & Acquisitions, Negotiations and Preliminary Documents
  • Due Diligence
  • Share Purchase Agreements
  • Shareholders Agreement and Other Ancillary Documents
  • Takeovers

Learning outcomes

If you complete the course successfully, you should be able to:

  • Understand and evaluate both the practical application and underlying forces within corporate finance law
  • Understand and distinguish appropriate research and enquiry techniques to assess corporate finance law challenges within the wider business context
  • Assess, from a legal perspective, the pros and cons of using debt vs. equity
  • Describe and differentiate how to structure private equity and M&A deals
  • Apply theoretical models to real-world business solutions
  • Solve complex problems to support corporate finance aspects from a legal perspective
  • Identify and analyse corporate finance law for business-related problems
  • Identify, evaluate and critically appraise alternative solutions to business problems
  • Communication skills (including the ability to articulate complex solutions to business related decisions, structure arguments and to effectively relate these in an independent piece of research work)
  • The ability to synthesise and use information and materials from a variety of different sources to support an argument.
  • Complex corporate finance law problem-solving skills in a professional capacity
  • Research skills into a financially related business problem and the application of these in the assembling and analysis of facts and situations

Assessment

This module is assessed by:

Coursework (30% weighting):

  • There is one item of coursework for this module which contributes to the final assessment mark forthis module:
  • Coursework: a written essay of a maximum of 2,000 or 2,500 words (deadline – weeks 9-12) The coursework is designed to check student progress, extend and reinforce concepts covered and also test individual performance.

Examination (70% weighting):

  • The final piece of assessment will be an unseen written examination of 2 hours’ duration.

Essential reading

The following is an illustrative list of the reading materials that will be referred to in the module:

  • Ellis Ferran, Principles of Corporate Financial Law, OUP, 2008.
  • Louise Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy, Hart, 2011.
  • William W. Bratton, Corporate Finance: Cases & Materials, Foundation Press, 2010
  • Tom Speechley, Acquisition Finance, Tottel Publishing, first edition, 2008.
  • Donald DePamphilis, Mergers, Acquisitions and Other Restructuring Activities, Elsevier Academic Press, third edition, 2013.
  • Andrew Stilton, Sale of Shares & Business, Sweet & Maxwell, 2011.
  • Stephen Kenyon-Slade, Mergers and Takeovers in the US and UK: Law & Practice, OUP, 2004.
  • Kelly Hill, Cases in Corporate Acquisitions, Buyouts, Mergers & Takeovers, Gale, 2013.
  • Structuring M&A Transactions: Leading Lawyers on Negotiations, Due Diligence, and Deal Strategies for Mergers & Acquisitions (Inside the Minds), Aspatore Books, 2007.
  • Jerry W. Markham, Jose Gabilondo and Thomas Lee Hazen, Corporate Finance: Debt Equity and Derivative Markets and their Intermediaries, West Publishing, third edition, 2011.
  • Robert W. Hamilton and Richard A. Booth, Corporate Finance: Cases and Materials, West Publishing, fourth edition, 2012.

Module author

Professor Rodrigo Olivares-Caminal, module leader

Professor Rodrigo Olivares-Caminal

LLB (Bue), LLM (Warwick), PhD (London)

Rodrigo Olivares-Caminal is Professor in Banking and Finance Law at Queen Mary, specialising in international finance and insolvency law. He is formerly Senior Lecturer in Financial Law and Academic Director at SOAS, University of London, and the School of Law, University of Warwick.

He has taught in various Law Schools and Business Schools in the UK and across Europe and has acted as a Sovereign Debt Expert for the United Nations Conference on Trade and Development (UNCTAD), Senior Insolvency Expert for the World Bank / IFC and as a consultant to several multilateral institutions in Washington DC and Europe.