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Mr Edmund-Philipp Schuster

Suren Gomtsian, Alperen Gözlügöl, David Kershaw, Sarah Paterson

This course will first be available during the 2025/26 academic session.

This course will be compulsory on the new MSc in Law and Finance programme in 2025/26. 

The course “Corporate Finance: Law” examines the private law rules governing how companies raise finance. The course will equip students with a robust understanding of the key concepts and principles underlying corporate finance law, laying the groundwork for deeper exploration in specialised courses. The course will also serve as a foundation for the proposed Deals course on the MSc programme.

Taught alongside the Finance course on the topic, the course is designed to highlight to students the interrelationship between the legal framework and financial concepts. The course is central to the new programme, and will provide students with the necessary toolkit to analyse complex corporate transactions and their documentation in the Deals course taught in the following term. Several foundational topics relevant to this course will be taught as part of the new pre-sessional for the MSc Law and Finance.

By the end of this course, students will have acquired a comprehensive overview of UK corporate finance law. A strong comparative law element will ensure that students can transpose the skills acquired to other jurisdictions.

30 hours of lectures in the AT.

The formative assessment will primarily involve a group work on the case studies/problems. Students will also be given the opportunity to submit a formative essay in week 7 of AT.

• Ferran, Howell, and Steffek (Principles of Corporate Finance Law, 3rd ed. 2023)
• RJ Gilson and RR Kraakman, 'The Mechanisms of Market Efficiency Twenty Years Later: The Hindsight Bias' (2003) 28 Journal of Corporation Law 715
• Bainbridge SM. An Overview of Insider Trading Law and Policy: An Introduction to the Insider Trading Research Handbook. In: Research Handbook on Insider Trading. Edward Elgar; 2013.
• P Davies, "Directors' creditor-regarding duties in respect of trading decisions taken in the vicinity of insolvency" (2006) 7 European Business Organization Law Review 301
• Gerner-Beuerle and Schillig, Comparative Company Law (OUP 2019), Chapter 10
• C Gerner-Beuerle & E Schuster (2014) The Costs of Separation: Friction Between Company and Insolvency Law in the Single Market, Journal of Corporate Law Studies
• Coffee J. Law and the Market: The Impact of Enforcement. University of Pennsylvania Law Review. 156(2):229
• La Porta R, Lopez‐de‐Silanes F, Shleifer A, Vishny RW. Law and Finance. Journal of Political Economy. 1998;106(6):1113–1155.
• Armour J. Principles of Financial Regulation. (Awrey D, Davies PL, Enriques L, Gordon JN, Mayer CP, Payne J, eds.). Oxford University Press; 2016.
• Enriques L, Macey JR. Creditors Versus Capital Formation: The Case against the European Legal Capital Rules. Cornell Law Review,. 86(6):1165
• Elliott B, Elliott J. Financial Accounting and Reporting. Nineteenth edition. Pearson; 2019.
• Rickford J. Legal Approaches to Restricting Distributions to Shareholders: Balance Sheet Tests and Solvency Tests. European Business Organization Law Review. 2006;7(1):135–179.
• Share Repurchases, Executive Pay and Investment; 2019. https://www.gov.uk/government/publications/share-repurchases-executive-pay-and-investment

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the January exam period.