Programme overview

Please see also the 'what we do' page for Law and Finance

This course lays out the foundations of Finance with a particular emphasis on the financial decisions taken by firms. We begin by developing a framework for the financial evaluation of investment decisions. We introduce the concept of discounting and the net present value as a tool for investment appraisal. The course then moves on to develop a measure of risk and presents a model that allows us to evaluate risk (the Capital Asset Pricing Model). We then introduce another important financial decision by the firm, namely through what source (debt, equity etc.) to fund its activities. We will use insights from the modelling of risk to understand how different sources of finance affect the riskiness and therefore the price of financial claims issued by the firm. The course then shows how the previous models and concepts can be used by firms to evaluate investment proposals and take optimal capital budgeting decisions. Finally, we will discuss tax implications and corporate governance issues related to firms’ financial decisions.

Please see also the 'what we do' page for Law and Finance

This course builds on and develops the concepts covered in Finance I. We consider asymmetric information and capital structure; dividend and share repurchase policy; issues in capital budgeting; the concept of adjusted present value; the nature and pricing of financial and real options, and the valuation of complex capital investment projects. Students are also expected to carry out a case analysis of payout policy.

Please see also the 'what we do' page for Law and Finance

This class builds the conceptual foundation required for the economic analysis of corporate financial policy, competitive asset markets and the regulation of both corporations and financial markets. The course?s lectures will focus on: rationality, the Coase Theorem, property rights, competitive markets, the market for risk, market failures, asymmetries of information, and aggregation of information.

Please see also the 'what we do' page for Law and Finance

This course, which runs during the Hilary and Trinity terms, gives students a toolkit for structuring common corporate transactions. It acts as the fulcrum for the programme as a whole. We begin with sessions on the economic theory of contracting: the nature of the agency, hold-up costs, and other strategic behaviour to be expected in a contracting relationship. We then move on to consider six practical applications to well-known corporate transactions. In each case, an overview of the relevant legal background is introduced in class, and students are then given document packs based on real transactions to work on in a group before presenting their work to the class and academics from the disciplines of law, finance and economics. Practitioners from the leading law firms who completed the transactions under review will then talk to students about the case studies, giving their views and explaining what happened in the real scenario.

Please see also the 'what we do' page for Competition Law

The objective of the course is to provide students with an understanding of this area of law, together with the ability to subject it to critical legal and economic analysis. The course aims to cover the main substantive laws relating to competition within the EC, including the control of monopoly and oligopoly; merger control; anti-competitive agreements; and other anti-competitive practices.

The emphasis is placed predominantly on EC competition law to reflect the importance it assumes in practice. UK competition law is also taught in detail, both because of its value in providing a comparative study of two systems of competition law and because of its importance to the UK practitioner. The antitrust laws of the USA and competition laws of other jurisdictions are also referred to by way of comparison.

Seminars: Competition law is taught in seminars by Dr Ariel Ezrachi, Slaughter and May University Lecturer in Competition Law, and Mr Aidan Robertson, visiting lecturer and barrister, Brick Court Chambers.

Tutorials: In addition to the seminars, a course of four tutorials will be given in the Hilary and Trinity terms. Tutorial arrangements will be made in due course. All students taking tutorials will be asked to submit written work before they attend tutorials.
Visiting speakers: There is a programme of visiting speakers details of which are found on the CCLP website.

Please see also the 'what we do' page for Private International Law

The Conflict of Laws, or Private International Law, is concerned with private (mainly commercial) law cases, where the facts which give rise to litigation contain one or more foreign elements. A court may be asked to give relief for breach of a commercial contract made abroad, or to be performed abroad, or to which one or both of the parties is not English. It may be asked to grant relief in respect of an alleged tort occurring abroad, or allow a claimant to trace and recover funds which were fraudulently removed, and so on. In fact this component of the course, in which a court chooses which law or laws to apply when adjudicating a civil claim, represents its middle third. Prior to this comes the issue of jurisdiction; that is, when an English court will find that it has, and will exercise, jurisdiction over a defendant who is not English, or over a dispute which may have little to do with England or with English law. Closely allied to this is the question of what, if anything, may be done to impede proceedings which are underway in a foreign court but which really should not be there at all. The remaining third of the course is concerned with the recognition and enforcement of foreign judgments, to determine what effect, if any, these have in the English legal order.

In England the subject has an increasingly European dimension,not only in relation to the jurisdiction of courts and the recognition and enforcement of judgements but also for choice of law as it applies to contractual and non-contractual obligations. The purpose of the course is to examine the areas studied by reference to case law and statute, and to aim at acquiring an understanding of the rules, their operation and inter-relationship, as would be necessary to deal with a problem arising in international commercial litigation.

The teaching is principally in the hands of Adrian Briggs and Edwin Peel. In principle the course is introduced by a set of lectures, covered by a set of seminars which take the form of problem classes; and supplemented by a diet of tutorials.

Please see also the 'what we do' page for Tax

Are multi-national companies escaping taxation by tax planning and shifting profits? Where should they be paying tax and on what basis? Should we abolish corporation tax altogether and find some other way to tax business? Recent discussions in the media and by politicians and pressure groups have underlined that this is not just a technical area. It raises ethical, political, constitutional and economic questions at both the national and international level.

This course is unusual in the extent to which it integrates all these approaches with a rigorous examination of the legal issues, making it suitable for all with a wide interest in the area as well as those wishing to specialise in taxation and/or corporate law.

Tax law is central to all businesses and of significance to many business transactions. It helps to shape business law and many commercial decisions. The Corporate and Business Taxation course is suitable not only for tax specialists but also for all students interested in business and commercial law at a practical or theoretical level. The course aims to introduce students to the issues surrounding taxation of domestic and multi-national corporations as well as that of unincorporated businesses. It uses UK tax law as a starting point for a broader study of tax principles, concepts and policy issues relevant to all tax systems at a national level. Using the same starting point, the course also examines some of the problems surrounding cross-border taxation (‘international taxation’) and the significant impact of EU law on business taxation. Detailed legal issues are studied in depth, always placed in their theoretical, economic and business context. Critical analysis of the policy underlying the law and the way it is implemented is encouraged, as is the introduction of comparative material from other jurisdictions. The course is therefore appropriate for students from a variety of backgrounds, whether or not they have studied tax before. It is regularly taken successfully by BCL and MJur students and MLFs also find that the course fits well with their other studies.

The course is taught by Judith Freedman, Professor of Taxation Law, and Glen Loutzenhiser, Pinsent Masons University Lecturer in Tax Law, with guest lectures from leading researchers at the Oxford University Centre of Business Taxation, and from other distinguished tax practitioners and visiting academics. For further information please contact Professor Freedman at judith.freedman@law.ox.ac.uk

No prior study of tax law, company law or economics is required, although those with no knowledge of company law may need to do a small amount of background reading, on which advice will be given. Students who have studied tax elsewhere will usually find the course builds on their previous studies well. There will be NO CALCULATIONS. Students must be prepared to read many types of material and consider how policy issues and technical law interact. UK tax law, which forms a key component of the course, is statute based, so legislation must be studied, but case law is also important. Readings from public finance and accounting literature will be recommended on some topics: these will be accessible without specialist knowledge. Many of the readings will be available electronically and detailed reading lists, materials and guidance are posted onWeblearn. The syllabus is wide and the subject fast moving, so that the precise focus may vary from year to year.

Central themes are

• The tax base- i.e. what should be taxed and when? If we are to tax profit, how should this be defined? What are the alternative bases for taxation?
• The unit of taxation i.e. who should be taxed? The individual? The single company? The corporate group as a whole? A multi-national group as a whole? The ultimate shareholders? Consumers?
• How are taxes at each level integrated with each other?
• What are the special problems of small business taxation?
• What distortions and problems are encountered in corporation tax, especially corporate financing, and how are these used in tax planning - e.g. the debt/equity differential; use of tax incentives; corporate residence; transfer pricing in multinational groups?
• Who should do the taxing and set the rules? How should taxation be allocated between jurisdictions in the light of increasing mobility of capital and technological developments? What is the role of national governments, international bodies such as the European Union, the EU Court of Justice and the OECD? What is the role of double taxation treaties? Is there a future for a Common Consolidated Corporate Tax Base in the EU?
• What is tax avoidance in a business context and how, and to what extent, should it be restricted? To what extent and how can this be done by national tax authorities and what forms of international co-operation are possible for controlling transfer pricing, the use of low tax areas and similar activities?

The examination format allows students to focus on areas and approaches that interest them, although the entire course must be studied to gain a complete overview and understanding. The teaching consists of lectures and seminars spread over Michaelmas and Hilary terms with two or three lectures in Trinity Term. Some of the lectures provide background structure for the seminars and some are given by very distinguished guest lecturers drawn from practice and academia. There are four tutorials given by the course lecturers - one in MT, one in HT and two in TT. Written work is set and marked for each tutorial.

If you would like to look at some materials you can find some contrasting views from The Tax Justice Network and from the Confederation of British Industry.

For an excellent book on the need for radical reform of tax law, see the Mirrlees Review

You could also visit the Oxford University Centre for Business Taxation site.

For full reading guides see Weblearn resources.

Please see also the 'what we do' page for Corporate Law

The limited company is a hugely popular business vehicle, and the primary reason for this is its ability to act as a successful vehicle for raising business finance and diversifying financial risk. All companies need to raise money in order to function successfully. It is these "money matters" which are at the heart of corporate law, and an understanding of the ways in which companies can raise money, and the manner in which their money-raising activities are regulated, is central to an understanding of how companies function. The aims of the course are (a) to explain the complex statutory provisions governing the issue and marketing of corporate securities, against the background of business transactions; (b) to explore the fundamental legal propositions around which corporate finance transactions are usually organised and (c) to examine the means by which money is raised by borrowing and quasi-debt and different methods of securing debt obligations. Technical issues will therefore be placed in their economic and business context. There is a strong emphasis on the policy issues underlying the legal rules. The course focuses on the forms of corporate finance and on the structure and regulation of capital markets. The course also examines the attributes of the main types of securities issued by companies and the legal doctrines which are designed to resolve the conflicts of interests between shareholders and creditors. Consideration is given to the EU directives affecting the financial markets, especially the manner in which they have been implemented into English law. Many of the issues arising are of international importance and the course examines the harmonisation of these matters within the EU.

This course will be of interest to any student wishing to develop a knowledge of corporate law, as well as to those who are corporate finance specialists. No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this will be of significant advantage. Those with no knowledge of company law will need to do some additional background reading prior to the start of seminars, and advice can be given on this issue. MJur students are welcome, especially if they have prior knowledge of corporate finance in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate.

The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne and Mr J Prassl. The teaching consists of lectures and seminars in Michaelmas and Hilary terms, and four tutorials spread across the year. The tutorials will be arranged in the seminars. Corporate finance practitioners will also give guest lectures throughout the year.

The main areas studied are: 1. Equity financing including the legal nature of shares, minimum capital requirements, payment for shares, raising additional capital, dividends, reductions of capital, financial assistance, gearing issues, and reform options in these areas. 2. Legal issues arising in relation to secured and unsecured debt, including analysis of contractual techniques for the protection of creditors such as covenants, set-off, guarantees and other credit protection. 3. Analysis of proprietary techniques for the protection of creditors, including the different forms of security, priority between different creditors, re-characterisation issues and the reform of this area of the law. 4. Legal issues arising from the transfer of debt, and from debt structures involving multiple lenders such as bond issues and syndicated loans. 5. Public distributions including choice of market issues, the role of institutional investors, the structure and regulation of public offers and listing, enforcement of the listing rules and civil liability for defective prospectuses. 6. The ongoing regulation of the capital markets including disclosure issues, insider dealing and market abuse. 7. Takeovers including the regulation of takeovers, the duties of the target board, equality of treatment of shareholders, the rationales for takeovers, and a comparison with schemes of arrangement. 8. The use of private equity in corporate finance. 9. The role of corporate governance in corporate finance.

Please see also the 'what we do' page for Corporate Law

Corporate insolvency gives rise to a number of fascinating and complex questions. Which assets can be claimed by the company’s creditors? What should be done with them? How should the proceeds raised be distributed amongst the creditors? How should those responsible for the company’s losses be dealt with? In addition, many interesting questions from other areas of law (particularly property law) come to be raised and explored in the context of insolvency. The course seeks to develop an understanding of the ways these issues are resolved by the current law. Students will also be expected to analyse and evaluate the law, and consideration will be paid to the business context in which insolvency disputes arise.

The course begins with an overview of the functions of insolvency procedures. It then examines, in the context of winding-up, the relationship between insolvency law and the general law of property and obligation, and the extent to which insolvency law interferes with rights accrued under the general law, and examines the rationality of the legal principles underlying the rules relating to the treatment of claims and the distribution of assets in winding up. The course then turns to consider procedures that are capable of securing the continuation of viable businesses, often referred to as “corporate rescue”. The most significant of these is the administration procedure, but administrative receivership, which it is gradually replacing, is also still of some practical importance. They raise interesting and complex questions about the allocation of decision-making power, and the mechanisms for ensuring the accountability of decision-makers. More informal procedures, in particular schemes of arrangement, are also considered. Company law also has a role to play in relation to insolvent companies, raising in particular such questions as the liability of a parent for the debts of its subsidiary and the responsibilities of directors under general law and under insolvency legislation. Lastly, the issues discussed throughout the course are considered in a comparative context, and the problem of cross-border insolvency, particularly in the context of the EC Regulation on Insolvency Proceedings, is examined.

No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. MJur students are welcome, especially if they have prior knowledge of corporate insolvency in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate. The teaching group comprises Professor J Armour, Professor L Gullifer, Professor J Payne, Professor G Moss and Professor H Eidenmueller. The teaching consists of a combination of lectures and seminars. Guest lectures by visiting academics and practitioners may also be given at various points. Revision tutorials will be arranged in the seminars.

A BCL, MJur or MLF student can offer a dissertation, in lieu of one law option. The dissertation must be written in English. It must not exceed 12,500 words which includes notes, but which does not include tables of cases or other legal sources. The subject must be approved by the Graduate Studies Committee. The Committee will take account of the subject matter and the availability of appropriate supervision. Candidates must submit the proposed title and description of the dissertation in not more than 500 words, not later than Monday, Week Minus Two of Michaelmas Term  to the Academic Administrator (Paul Burns).

You should be aware that the demand for supervision for such dissertations may exceed the supply, especially from particular Faculty members, and where this is the case a potential supervisor may elect to supervise only those dissertations which he or she judges most promising. Although in principle the option of offering a dissertation is open to all BCL, MJur and MLF students, therefore, in practice it is possible that some students who wish to offer a dissertation will be unable to do so, as a suitable supervisor with spare capacity cannot be found.

The dissertation (two copies) must be delivered to the Clerk of the Examination Schools for the attention of the Chairman of the BCL and MJur Examiners, or the Chairman of the MLF Examiners, as appropriate. It must arrive not later than noon on the Friday of fifth week of the Trinity Full Term in which the examination is to be taken.

The topic of your dissertation may (and often will) be within the area of one or more of your taught courses, and/or in an area which you have studied previously. But any part of the dissertation which you have previously submitted or intend to submit in connection with any other degree must be excluded from consideration by the BCL, MJur and MLF Examiners.

Although BCL students cannot take the List III courses, they are allowed to offer a dissertation within these fields. BCL students may offer a dissertation which does not fall into the field of any BCL course, if a suitable supervisor within the Faculty can be found. Candidates for the MJur will not normally be given approval to do a dissertation on a subject which falls within List I (those subjects which entail an advanced knowledge of the common law).

Please see also the 'what we do' page for European Union Law

This course examines the legal basis of the "level playing field" of the internal market of the European Union, covering the law of free movement across borders (goods, establishment and services), as well as competence to regulate the internal market, with special reference to the function of harmonisation of laws. Some or all of selected topics in public procurement, consumer law, company law, state aids and energy law will be addressed. The principal course objective is to enable students to acquire knowledge and understanding of the law in relation to the above subject matter, and to be able to discuss critically at an advanced level the legal and policy issues arising therefrom - including in particular the relationship between the judicial and the legislative contributions to the making of the EU's internal market. The normal pattern of teaching involves seminars and lectures in Michaelmas and Hilary Terms, and tutorials in Trinity Term. The teaching group includes, but is not necessarily limited to, Professor S R Weatherill, Dr Angus Johnston , Dr Wolf-Georg Ringe, Professor D A Wyatt, and Dr Katja Ziegler.

Please see also the 'what we do' page for Intellectual Property Law

The course in European Intellectual Property Law covers all the main forms of intellectual property (principally, copyright, trade mark and patent). It explores the theoretical foundations of and justification for the different rights as well as their application in a number of settings. The most contested issues in intellectual property law are closely connected to developments throughout the arts and technology, as well as to evolutions in marketing and popular culture, and thus the course will be of interest to students from a number of backgrounds and with a variety of interests. In the United Kingdom, intellectual property law is increasingly Europeanised, which informs the structure and content of this course. Because European law is both informed by international developments in the field, and in turn informs the shape of intellectual property law in so many countries throughout the world, the course thus takes on an international and comparative dimension. The course is taught by Professor Graeme Dinwoodie, Professor Ansgar Ohly, Dr Justine Pila and Dr. Emily Hudson in a series of lectures, seminars and tutorials over Michaelmas, Hilary and Trinity Terms. Teaching is through fourteen seminars. The seminars are supported by four introductory lectures (one at the beginning of the course and one as we start discussion of each of Copyright, Trade Marks and Patents), and by the provision of six tutorials. Reading lists are posted using Weblearn. Students taking the course may also audit the undergraduate IP seminars of Lord Hoffmann, Dr Pila, and Dr. Hudson. This course will be taught by Professor Dinwoodie, Professor Ohly, Dr Pila and Dr Hudson in a series of lectures, seminars and tutorials held in Michaelmas, Hilary and Trinity Terms.

Please see also the 'what we do' page for Public International Law

This course introduces students to the main principles and institutions of international economic law. It focuses primarily on the institutions and substantive law of the World Trade Organisation (WTO) and the General Agreement on Tariffs and Trade (GATT). In addition to introducing participants to the major legal disciplines under the GATT/WTO and the basic principles and cores concepts of the GATT/WTO (Base on in-depth study of the relevant GATT/WTO case law), the course considers the underlying philosophy of free trade and a number of the controversies concerning the future evolution of the WTO and its relationship to globalisation, regionalism, and the attempt by States to achieve other policy objectives (such as protection of the environment). No prior knowledge of international law or economics is necessary. Students without such knowledge will be directed to basic reading in these fields.

Lectures will be delivered in Michaelmas and Hilary Terms. Tutorials will be scheduled in due course. The examination is held at the same time as the other BCL/MJur examinations. Detailed reading lists are distributed at the start of the course.

Please see also the 'what we do' page for Law and Finance

Financial regulation is subject to rapid change, and its optimal content is hotly debated. This course will introduce you to the underlying principles which various forms of financial regulation seek to implement. The focus is on the financing of firms and their interaction with capital markets. Students completing this course will be able to understand the regulatory goals of market efficiency, investor protection, financial stability and competition, and the principal regulatory strategies that are employed to try to bring these about in relation to financial markets and financial institutions. The course will conclude with a consideration of the structure of financial regulators, both at the domestic and international level. Students having taken the course will be able to assess critically new developments in financial regulation and their implementation in novel contexts.The course is co-taught by Professor John Armour, Mr Dan Awrey, Professor Paul Davies, Professor Colin Mayer and Ms Jennifer Payne

Please see also the 'what we do' page for Commercial Law

With the growth of international trade has come a growing recognition of the benefits to be obtained through the harmonization of international trade law. Transnational commercial law consists of that set of rules, from whatever source, which governs international commercial transactions and is common to a number of legal systems. Such commonality is increasingly derived from international instruments of various kinds; such as conventions, EC directives and model laws, and from codifications of international trade usage adopted by contract, as exemplified by the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce and the Model Arbitration Rules issued by the UN Commission on International Trade Law. Underpinning these are the general principles of commercial law (lex mercatoria) to be extracted from uncodified international trade usage, from standard-term contracts formulated by international organisation and from common principles developed by the courts and legislatures of different jurisdictions.

The first part of the course concentrates on the general framework, policies and problems of transnational commercial law, while in the second part these are examined in the context of specific international trade conventions, model laws and contractual codes, so that the student gains a perception of the way transnational law comes into being and helps to bridge the gap between different legal systems.

The course will be taught by Dr Thomas Krebs (convenor) and Professor Stefan Vogenauer. There will be eight lectures in Michaelmas Term. There will then be a weekly two-hour seminar in Hilary Term. There will alos be four tutorials. The lectures and seminars will examine the following main areas: General issues of harmonisation; Recurrent problems in harmonisation through conventions; Harmonisation through specific binding instruments (Vienna Sales Convention); Harmonisation through contract and institutional rules; Harmonisation through model laws; The future development of transnational commercial law.

Note. This course is open to a maximum of twenty-four students in any one year. If applications exceed this number, a ballot will be held.