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If you wish to apply to join any of the CeFiMS programmes by distance learning, please first complete this online form and submit. [New window]

Centre for Financial & Management Studies (CeFiMS) - University of London

Individual Professional Courses – IPC    

Legal Aspects of Corporate Finance [FFL102]

Introduction

This course provides an understanding of the essential elements of the legal principles and institutions governing corporate finance at the national and international level. It complements the finance course, Corporate Finance [FFL103], which together provide a comprehensive and coherent appreciation of the financial and legal aspects of the subject. The teaching is based on English law, with reference to the law of other jurisdictions where relevant.

Aims & Objectives

When you have completed your study of this course, you will be able to:

  • Outline and discuss the importance of corporate law for the creation of strong securities markets

  • Analyse the concepts of corporate personality and limited liability, the types of companies, the formation of the most important types of companies and key aspects of corporate constitutions

  • Explain and critically discuss the legal components of the financial structure and membership of corporations

  • Examine and discuss the key issues relating to the taxation of corporate profits and their implications for international competition in trade and investment

  • Outline and discuss the division of power between shareholders and directors in the internal governance of corporations and issues of liability relating to the obligations and rights of those – often competing – groups

  • Critically assess the legal aspects of corporations’ attempts to raise finance from the public

  • Outline and discuss important legal and regulatory developments relating to takeovers and mergers against the background of general corporate law

Resources

Students receive a looseleaf binder containing eight ‘course units’; these texts are carefully structured to provide the main teaching and are equivalent to traditional course lectures, defining and exploring the main concepts and issues, locating these within current debate and introducing and linking the further assigned readings. Two assignments (to be marked by your CeFiMS tutors), and a specimen examination paper are also included within the student pack, along with the following:

Textbooks:

Paul L. Davies and L.C.B. Gower (ed.s), Gower and Davies: Principles of Modern Company Law, 2003, Thomson/Sweet & Maxwell, ISBN0421788208.

Derek French, Blackstone’s Statutes on Company Law 2004-5, 2004, Oxford University Press, ISBN0199273006.

Readings:

A compilation of further readings: recently published articles or seminal writings which augment and illustrate the main text.

Course Timetable:

This shows the linkage between the various components of the course and indicates the schedule for reading the texts, submitting assignments, etc.

Course Content

  • Incorporation, the corporate constitution and limited liability

  • Companies registration and corporate documentation

  • Groups - the nationality and multinationality of corporations

  • The concept of capital and the financing of companies

  • Share capital, capital maintenance, distributions and alteration

  • Classes of shares and class rights

  • The Stock Exchange markets, methods of marketing shares

  • Debt capital, debentures and debenture stock

  • Dividends

  • Securities regulation and civil remedies

  • The regulation of takeovers and mergers

  • Public regulation by disclosure of information

  • Accounting investigations, corporate collapse

Tuition & Assessment

One two-hour examination and one assessed piece of written coursework in each module. Each course module will count for 10% of the total mark. Of this 10%, the examination will count for 70% and the coursework for 30%.