LWMTCF: International Corporate Finance and the Law

Module code: LWMTCF

Module provider: School of Law

Credits: 20

Level: Postgraduate Masters

When you'll be taught: Semester 2

Module convenor: Dr Andrea Miglionico, email: a.miglionico@reading.ac.uk

Pre-requisite module(s):

Co-requisite module(s):

Pre-requisite or Co-requisite module(s):

Module(s) excluded:

Placement information: NA

Academic year: 2024/5

Available to visiting students: Yes

Talis reading list: No

Last updated: 12 September 2024

Overview

Module aims and purpose

The course is premised upon the notion that the student of corporate finance law ought to develop a sound understanding of 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 course will provide a critical and insightful view of the global current legal developments and trends with the aim of identifying the most salient legal issues involved in corporate finance in the context of an increasingly complex financial phenomena and international markets. The course runs in joint with Henley Business School (HBS) and ICMA Centre which gives a unique opportunity to study the module under the law and economic perspectives. This is an exclusive aspect of the programme, which offers students the option to develop a multidisciplinary background by studying business related modules directly from a Business School. Students can also attend the classes at HBS-ICMA to prepare and further deepen their knowledge into the finance aspects of the course. 

Module learning outcomes

By the end of the module, it is expected that students will be able to: 

1. Explain the role of debt and equity in financing the mergers and acquisitions (M&As).
2. Understand the capital structure of firm and the main tests to assess the viability of firm, i.e. balance sheet test.
3. Apply theories on law and finance to concrete factual situations.
4. Identify the challenges for effective finance options (debt v. equity) and suggest ways forward.
5. Develop coherent and solid legal arguments and communicate them effectively.
6. Learn independently to find solutions to complex legal and regulatory problems.

Module content

The module focuses on issues such as: the use of debt and equity; why merge or acquire a business; due diligence, the role of other constituencies such as employees affected by control transactions; and financial assistance regulation in the UK, US and the EU. The views of shareholders, bankers, investment funds, stakeholders, management are all considered in the context of the multifaceted dynamics which operate in the international finance markets. The course is strongly committed to presenting a global and comparative perspective highlighting the contemporary principles and trends of corporate finance rather than the pointillist and ephemeral details of national rule books. The course is focused on understanding the literature related to these issues, how to do subject matter research, as well as how to structure the transaction and deal with policymakers. The course covers the latest developments in corporate financing options, methods, and techniques from a global legal, economic, and policy point of view providing strong legal analytical skills (including the analysis of complex transactions using sophisticated methodologies).

The module may cover topics such as:

• Capital Structure: WACC model and Modigliani-Miller Theory
• Debt instruments vs equity instruments
• Mergers and Acquisitions: Preparing the Deal and Due Diligence
• M&As clauses: Warranties and Earn-outs
• Securitisation and Structured Finance
• Derivative Instruments
• Credit Rating Agencies
• IPOs and Prospectus Rules
• Takeover Regulations

Structure

Teaching and learning methods

Teaching is by seminar method, whereby material is prepared in advance and made available online for class discussion. This will strengthen student’s understanding of the more specialist issues which normally follow later in the academic year. Learning methods require the following components: 

• 11 weeks 2-hour seminars plus 3 weeks of assessment in Semester 1. Seminars are discussion-based classes  
• Assessed coursework  
• Non-assessed group presentation  
• External feedback from guests 
• Drafting corporate finance contracts 

Study hours

At least 22 hours of scheduled teaching and learning activities will be delivered in person, with the remaining hours for scheduled and self-scheduled teaching and learning activities delivered either in person or online. You will receive further details about how these hours will be delivered before the start of the module.

Please note the independent study hours above are notional numbers of hours; each student will approach studying in different ways. We would advise you to reflect on your learning and the number of hours you are allocating to these tasks.

Semester 1 The hours in this column may include hours during the Christmas holiday period.

Semester 2 The hours in this column may include hours during the Easter holiday period.

Summer The hours in this column will take place during the summer holidays and may be at the start and/or end of the module.

Assessment

Requirements for a pass

Students need to achieve an overall module mark of 50% to pass this module.

Summative assessment

Penalties for late submission of summative assessment

The Support Centres will apply the following penalties for work submitted late:

Assessments with numerical marks

• where the piece of work is submitted after the original deadline (or any formally agreed extension to the deadline): 10% of the total marks available for that piece of work will be deducted from the mark for each working day (or part thereof) following the deadline up to a total of three working days;
• the mark awarded due to the imposition of the penalty shall not fall below the threshold pass mark, namely 40% in the case of modules at Levels 4-6 (i.e. undergraduate modules for Parts 1-3) and 50% in the case of Level 7 modules offered as part of an Integrated Masters or taught postgraduate degree programme;
• where the piece of work is awarded a mark below the threshold pass mark prior to any penalty being imposed, and is submitted up to three working days after the original deadline (or any formally agreed extension to the deadline), no penalty shall be imposed;
• where the piece of work is submitted more than three working days after the original deadline (or any formally agreed extension to the deadline): a mark of zero will be recorded.

Assessments marked Pass/Fail

• where the piece of work is submitted within three working days of the deadline (or any formally agreed extension of the deadline): no penalty will be applied;
• where the piece of work is submitted more than three working days after the original deadline (or any formally agreed extension of the deadline): a grade of Fail will be awarded.

The University policy statement on penalties for late submission can be found at: /cqsd/-/media/project/functions/cqsd/documents/qap/penaltiesforlatesubmission.pdf

You are strongly advised to ensure that coursework is submitted by the relevant deadline. You should note that it is advisable to submit work in an unfinished state rather than to fail to submit any work.

Formative assessment

Formative assessment is any task or activity which creates feedback (or feedforward) for you about your learning, but which does not contribute towards your overall module mark.

In-class peer assessment for individual/group presentation  

Reassessment

Additional costs