The course focusses on the legal framework applicable to corporate finance and secured transactions. Two main goals are pursued. First, the course aims to provide students with a solid understanding of the general principles and concepts underpinning this field of law. Second, students are encouraged to reflect on their own national legal system against the background of such principles and concepts , thereby promoting their understanding of how their home jurisdictions gives practical effect to basic principles of corporate finance and secured transactions law.
After completing this course, a student can:
1. Explain various ways in which companies can finance their operations, the key legal features of such financing methods and the use of security rights in such structures.
2. Critically assess legal aspects of the creation, scope, content, priority and enforcement of security rights on the basis of materials that reflect international best practice, in particular the UNCITRAL Legislative Guide On Secured Transactions and the UNCITRAL Model Law on Secured Transactions.
3. Research the law of his/her home jurisdiction to explain how and to what extent the general notions covered throughout the course are implemented therein.
Corporate finance and secured transactions law regulates the ways in which a company can finance its operation and creditors protect their rights; as such, it plays a key role in enabling business and economic activities. The course offers an overview of this field of law from a distinctively transnational and comparative perspective: rather than focusing on a specific jurisdiction, it provides a broad-stroke understanding of general principles and concepts as can be found in multiple legal systems. Against this background, the students are asked to engage in research and investigate how these general notions are operationalized in their national systems. Each class, hence, proceeds in two parts: first the lecturers present the principles, and then the students take the floor to explain whether and how those principles find application in a certain jurisdiction.
The course starts by introducing the different ways in which a company can finance itself and the difference between equity and debt. The following classes then scrutinize the different ways in which creditors can obtain protection, through contractual or proprietary methods. Particular attention is devoted to the mechanisms whereby security rights are created, and the priorities that these rights afford a lender against third parties having competing proprietary interests. Subsequently, the focus shifts toward enforcement of security rights, and the issues arising out of the involvement of multiple lenders financing the same company. Finally, the last class is devoted to a case-study that addresses the main concepts covered throughout the course.
|It is recommended that students have a good understanding of property law, contract law, corporate law and secured transactions law in their home jurisdiction. For Dutch students, familiarity with the notions covered in Burgerlijk Recht I is recommended.
|The students will be tested through oral presentations given in class and a final written exam.
Oral presentations will be evaluated with a ‘pass’ or ‘fail’ mark. The students who have received a ‘pass’ mark for the oral presentation will be admitted to the final exam. The final written exam will be a ‘take-home paper’: the students will be assigned a topic and asked to draft a paper of approximately 3,000 words at home. The paper will account for the entirety of the final grade.
|The course will proceed in eight lectures. In each lecture the lecturer will introduce principles of finance and secured transactions and the students will be required to illustrate how these principles are reflected in their own jurisdiction.