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Law of international finance: syndicated loans


This course is about an important way in which large companies raise vast amounts of money. One solution for businesses that want to borrow large amounts of money is to ask several banks – a syndicate – with each to lend part of the money. This is an enormous market and across the world in 2015 borrowing through syndicated loans reached 4.7 trillion US Dollars. It’s also an international market, and because of its global importance as a finance centre London is one of the main places where such deals are arranged. These deals raise a lot of interesting legal issues. What legal system applies to the deal? The deals often involve parties across a number of countries. Another problem is the nature of the relationship between the various parties and the terms that apply to the deal. These issues among many others are covered in this engaging course.

Module A: Capital markets, finance and the loan contract


  • Raising finance, the nature of international finance
  • The nature of the loan contract and its objectives
  • The different types of loan contract, the use of security and guarantees, conflict of laws and choice of forum
  • The loan contract: contractual capacity, formalities, term sheets, commitment letters and mandates, syndication of loans, the model contract, construing the terms of the contract

Module B: Terms of the contract Part I


  • Interest on the loan, adjusting the interest rate
  • Stipulating the purpose of the loan
  • Utilisation request
  • Conditions precedent
  • Representations and warranties

Module C: Terms of the contract Part II


  • Financial covenants
  • Asset disposals and change of business clauses
  • Negative pledge clause

Module D: Syndicate management and loan transfer


  • Syndicate management, the duties and rights of the arranger and agent banks
  • Transferring the rights and obligations under a loan contract
  • Academic Co-ordinators


Each module will be assessed by a 45-minute unseen written examination.


It is strongly recommended you attempt the modules in order.

How to apply

You can apply to study a module individually as a standalone unit or as part of a Postgraduate Certificate, Postgraduate Diploma or Master of Laws qualification. (In either scenario, they must be studied in order.)

These modules also contribute towards the following specialist pathways for Laws:

  • Banking and Finance Law
  • Commercial and Corporate Law
  • Corporate and Securities Law
  • Financial Services Law
  • International Business Law

Apply via Postgraduate Laws.

Academic Co-ordinator

Professor Philip John Rawlings

Professor Philip Rawlings

Professor Philip Rawlings is the Roy Goode Professor of Commercial Law, Deputy Head of the Centre for Commercial Law Studies (CCLS), QMUL, and Director of the Insurance Law Institute at CCLS. He is a member of the committee of the British Insurance Law Association. His teaching is principally in insurance law.

He researches the law of insurance, banking and sales, as well as legal history and criminal justice. Among current research projects are continuing work on the history of insurance regulation in the UK (an article on the eighteenth century is published in the Oxford Journal of Legal Studies), and a paper on insurance as an instrument of social policy (with Dr Joanna Wilson of Sussex University), along with continuing responsibility for the first three chapters of Benjamin's Sale of Goods (supplement 2016, new edition to be published 2017).