Corporate Finance — Overview

Publications

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Showing all 17 Corporate Finance publications currently held in our database
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Journal Articles

L Gullifer, 'What should we do about Financial Collateral?' (2012) Current Legal Problems

J Payne, 'The Regulation of Short Selling and its reform in Europe' (2012) European Business Organization Law Review (forthcoming)

J Payne, 'Minority Shareholders Protection in Takeovers: A UK perspective' (2011) 8 European Company and Financial Law Review 145

J Payne, 'Private Equity and its Regulation in Europe' (2011) 12 European Business Organization Law Review 559

J Payne, 'Schemes of Arrangement, Takeovers and Minority Shareholder Protection' (2011) Journal of Corporate Law Studies 67

P Davies, 'Liability for Misstatements to the Market' (2010) 5 Capital Markets Law Journal 443 [...]

The Liability of Issuers Regulations introduce a revised statutory scheme of liability for issuers in respect of misstatements to the market. This article considers how the revised scheme differs from the stop-gap regime introduced in 2006, notably by extending the range of misstatements and markets to which the regime applies. The new regime also includes liability for delayed statements and increases the range of potential claimants. However, fraud as the basis for issuer liability is retained, as is the exclusion of liability to investors of the directors of issuers.


ISBN: 1750-7219

P Davies, 'Liability for Misstatements to the Market: Some Reflections' (2009) 9 Journal of Corporate Law Studies 295 [...]

This article considers some of the fundamental issues arising out of the Davies Review of Issuer Liability. That Review recommended only a limited role for private enforcement of the continuing disclosure obligations imposed upon issuers. The article considers whether such a limited role can be justified, from both a compensation and a deterrence standpoint. It concludes that it can, provided there is a sound system of public enforcement of those obligations in place. Whether the recent changes in the role of the Financial Services Authority will provide an appropriate level of public enforcement is not yet clear.


ISBN: 1473-5970

J Payne, 'Legal capital and creditor protection in UK private companies' (2008) 5 European Company Law 220

Books

H Beale, M Bridge, L Gullifer and E Lomnicka, The Law of Security and Title Finance (2nd edn, Oxford University Press 2012)

L Gullifer and Jennifer Payne, Corporate Finance Law : Principles and Policy (Hart Publishing 2011)

J Payne and Louise Gullifer, Corporate Finance Law: Principles and Policy (Hart Publishing 2011)

Chapters

J Payne, 'Intermediated Securities and the Right to Vote in the UK' in Louise Gullifer and Jennifer Payne (eds), Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing 2010)

J Payne, 'Legal Capital in the UK following the Companies Act 2006' in J Armour and J Payne (eds), Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing 2009)

J Vella and D Prentice, 'Some aspects of capital maintenance law in the UK' in M Tison et al (ed), Perspectives in Company Law and Financial Regulation (CUP 2009)

J Armour, 'Law, Finance and Innovation' in McCahery, J.A. & Renneboog, L. (eds), Venture Capital Contracting and the Valuation of Hi-Tech Firms (Oxford: OUP 2003) [...]

This chapter reviews evidence about the extent to which law and lawyers ‘matter’ for venture capital investment. As such, it relates both to the policy debate about financing innovative firms and more generally to the comparative finance literature that has investigated the extent to which law may be one of the determinants of differing patterns of corporate finance across various countries. The review is organised around the idea that law may ‘matter’ in a variety of ways for corporate finance. The starting point is a model of what venture capital investment involves, derived from empirical studies in the US. The venture capitalist is a financial intermediary, who raises funds from end-investors which are then used to finance small entrepreneurial firms. The contracts between the venture capitalist and the investee firms have complex terms which can be understood as responses to agency problems inherent in the financing relationship. The first way in which laws may ‘matter’ is by affecting the way in which the practice of venture capital investment is structured—most obviously, in the terms of the contracts used. Empirical studies of the contracting practices of venture capitalists show clear differences between national practices, and it is plausible that some at least of these may be driven by differences in the legal regimes. Most obviously, these might arise due to mandatory legal rules—for example, local tax laws—which distort choices of inframarginal investors in favour of a particular type of financial contract.


Edited books

J Payne and Louise Gullifer (eds), Intermediated Securities: Legal problems and practical issues (Hart Publishing 2010) [...]

Globally, there has been a shift from securities being held directly by an investor, to a situation in which many securities are held via an intermediary. The existence of one or more intermediaries between the investor and the issuer has a potentially significant impact on the rights of the investor, the role and obligations of the issuer, and on the position and responsibilities of the intermediary. However, different jurisdictions have dealt with the issues arising from intermediation in a variety of ways. In the UK, for example, the concept of a trust is used to explain the different rights and obligations which arise in this scenario, whereas in the US the issues have been addressed by legislation, in the form of UCC Article 8. This variety is problematic, given that it is possible for an investor to hold securities in a number of different jurisdictions. A new UNIDROIT Convention on the issue of Intermediated Securities, the Geneva Securities Convention 2009, aims to create a common framework for dealing with these issues. This collection of essays explores the issues that arise when securities are held via an intermediary, and in particular assesses the solutions put forward by the new Convention on this issue.


ISBN: 978-1-84946-013-2

J Payne and J Armour (eds), Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing 2009)

Courses

The courses we offer in this field are:

Postgraduate

BCL

Our taught postgraduate programme, designed to serve outstanding law students from common-law backgrounds

Corporate Finance 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.

MJur

Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.

Corporate Finance 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.

MSc (Master's in Law and Finance)

Corporate Finance 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.


People

Corporate Finance teaching is organized by a Subject Group convened by:

Jennifer Payne: Professor of Corporate Finance Law

in conjunction with:

John Armour: Hogan Lovells Professor of Law and Finance
Paul Davies: Allen & Overy Professor of Corporate Law
Louise Gullifer: Professor of Commercial Law

Also working in this field, but not involved in its teaching programme:

Christopher Hare: CUF Lecturer
Doreen McBarnet: Professor of Socio-Legal Studies
John Vella: Senior Research Fellow at the Oxford University Centre for Business Taxation
Rafal Zakrzewski: Career Development Fellow


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