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Asset Management

Asset Management

This elective covers foundation principles and modern topics in Asset Management. Students will learn in detail three types of assets: mutual funds, exchange-traded funds, and hedge funds. These asset classes are those that are most debated nowadays and of foremost importance in practice. The course is mainly organized around newspaper articles, guest lectures, and case studies.

This is an elective course for MLF students taking the finance stream.

Optional for these programmes: MSc in Law and Finance

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Capital Raising and Finance

This course examines the role of capital raising for entrepreneurs, investors and companies by analysing theory, using cases and financial modelling, hearing from a range of visiting practitioner speakers and taking part in a project following the ‘Connect Theory with Practice‘ approach, which aims to enable students to acquire not only the required theory of the finance instruments and methods but also to develop their execution and modelling skills for interviews and their future career.

The course covers:

1. Finance instruments: Debt (loans and bonds), quasi-equity (shareholder loans, convertible bonds, preference shares), equity (preferred ordinary shares, ordinary shares)

2. Finance methods: Equity and quasi-equity finance: growth capital, IPO (primary & secondary offer), primary (rights issue and capital increase), secondary (follow on), equity linked (convertible bonds) and debt finance: leverage finance, project finance, infrastructure finance.

This is an elective course for MLF students taking the finance stream.

Optional for these programmes: MSc in Law and Finance

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Cases in Finance and Investment

The purpose of this course is to provide real cases and modelling experience to students in the finance areas of leverage finance, mergers & acquisitions, private equity finance (LBO and distress), project and infrastructure finance based on:

Information memorandum and financial modelling analysis by the Lecturer

  • Case analysis & financial modelling by the students

  • Case presentation and interaction with industry executives

  • Project development by a group of students

This is an elective course for MLF students taking the finance stream.

Optional for these programmes: MSc in Law and Finance

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Commercial Negotiation and Mediation

The aim of this option is to (i) introduce students to a conceptual approach to negotiation and mediation (negotiations assisted by a neutral third-party) and to the most important economic, game theoretic, psychological and legal issues and findings regarding the resolution of commercial disputes by means of negotiation and mediation; (ii) develop students’ skills in negotiating and mediating such disputes by engaging in role plays and other practical exercises, highlighting also the intercultural dimension of dispute resolution; and (iii) let students benefit from the experience of seasoned practitioners in the field who report on specific problems that arose during negotiated and/or mediated cases and provide feedback on students’ negotiation and mediation performance. By attending the course, students will gain the theoretical insights and practical skills to resolve commercial disputes by way of negotiation and/or mediation. The course will be taught by a combination of lectures, seminars, and tutorials, and will also feature practical workshops involving negotiation and mediation role-play exercises.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Comparative Corporate Law

The course consists of a comparative study of major areas of the company laws of the UK, continental Europe (in particular, Germany) and the United States as well as an assessment of the work done by the European Union in the field of company law.

The three areas or jurisdictions selected for comparative study have, collectively, had a very significant impact on the development of company law throughout the world. An understanding of these thus assists students in understanding both the content of, and influences upon, many others. The approach taken is both functional and comparative, looking at a series of core problems with which any system of corporate law must deal, and analysing, from a functional perspective, the solutions adopted by the systems in question. The course seeks to situate these solutions in the underlying concepts and assumptions of the chosen systems, as these often provide an explanation for divergences. To this end, the course begins with a contextual overview of ‘systems’ of corporate governance, which material is then applied in the following seminars on more substantive topics. Such a comparative study is intended to enable students to see their own system of company law in a new and more meaningful light, and to be able to form new views about its future development. Finally, a study of the ways in which the European Union is developing company law within its boundaries is also important, not only as illustrating, by a review of the harmonisation programme, the benefits to be derived from a comparative study in practice, but also because it shows new ways in which corporate vehicles can be developed to meet particular policy objectives.

The course assumes students have knowledge of the basic structure of corporate laws, such as would be gained from an undergraduate course (regardless of jurisdiction). 

The teaching group comprises Professors J Armour, H Eidenmüller, L Enriques, and Dr J Prassl. Teaching consists of a combination of lectures, seminars, and tutorials. Guest lectures by visiting academics may also be given at various points.

Learning outcomes: an understanding of the operation of corporate law in the UK, US, and EU, and a capacity to apply that knowledge to other jurisdictions.

 

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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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 EU competition law to reflect the importance it assumes in practice. UK competition law is also taught, 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.

Lectures and Seminars: Competition law is normally taught in lectures seminars by Dr Ariel Ezrachi, Slaughter and May Professor of Competition Law, and Mr Aidan Robertson, QC, visiting Professor and barrister, Brick Court Chambers.

Tutorials: In addition to the lectures and 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.

Learning outcomes: a comprehensive understanding of the core principles of Competition Law and its application in the EU, UK and elsewhere. At the end of the course, students should be able to critically reflect upon the law, economic and legal principles underpinning competition law enforcement.

Visiting speakers:  For 2015-16, there is a programme of visiting speakers details of which are found on the CCLP website.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Conflict of Laws

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 each case, the court must decide whether to apply laws of English or foreign origin to determine the matters in dispute. This exercise in identifying the law applicable is the second of three areas around which this course in the Conflict of Laws is centred. 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 (in the view of one of the parties) 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 had 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 problems arising in practice in international commercial litigation.


The teaching is principally in the hands of Adrian Briggs, Edwin Peel and Andrew Dickinson. 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.
Learning outcomes: an understanding of the concepts and practical applications of Private International Law.

 

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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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.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Corporate Insolvency Law

The insolvency of a company gives rise to a number of fascinating questions.  Why are formal (state-supplied) procedures needed for the treatment of distressed companies?  When should such procedures be triggered, and for whose benefit should they be conducted?  To what extent should they be geared towards the rescue of the company or its business?  What rights should those to whom the company is indebted - its creditors - have over the conduct of the proceedings?  In what order of priority should their claims be paid? How should the managers of the distressed company be dealt with, in and outside of formal insolvency proceedings? 

 

In this course, students explore these questions in three ways: first, by reading and evaluating theoretical and empirical literature on the purpose and design of corporate insolvency laws in general; second, by a close study of the formal insolvency and restructuring procedures available under English law, considering their operation in both purely domestic cases and in those with one or more cross-border elements; third, by exploring some of the core features of the insolvency laws of other jurisdictions, with a view to evaluating the procedures available under English law from a comparative and functional perspective.

 

Students taking the course can thus expect to acquire:

  • an advanced understanding of English corporate insolvency law;

  • knowledge of some of the core features of the corporate insolvency laws of other jurisdictions, including US, German and French law;

  • knowledge of the core features of European corporate cross-border insolvency law (particularly the European Insolvency Regulation), as well as of other legal rules that influence the treatment of cross-border insolvencies;

  • advanced understanding of seminal literature on the purpose and design of corporate insolvency laws, and the ability to draw on this literature to critique the laws (particularly English laws) studied in the course.

 

Many students taking the course intend to embark upon or continue a career in corporate or commercial law, where an advanced understanding of English corporate insolvency law (on which the insolvency laws of many other jurisdictions are modeled) is particularly valuable.  However the course has also proven to be of interest to students who are interested more generally in understanding the purposes of mandatory corporate law rules, and their impact on the cost and availability of finance.  No prior knowledge of corporate insolvency law is required, nor is it necessary to have studied company law, though this is of some advantage.

The course was historically known for its rather large reading list, but this list has been progressively reduced in recent years, and this trend will continue in advance of the commencement of the 2015-2016 course.  100% of respondents to a survey of the 2014-2015 course indicated that the course workload was ‘about right’.

The teaching group comprises Professor H Eidenmuller, Professor J Payne, Professor G Moss QC, and Dr K van Zwieten. Teaching is delivered through lectures, seminars and tutorials. Lectures and seminars are paired, with lectures providing an introduction to each seminar topic. Students read for seminars in advance, and discussion is structured around a list of seminar questions. 4-5 tutorials are offered.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Corporate Tax Law and Policy

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 G20 and at the OECD, prompted by debates  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. Major actions are underway from the OECD and G20 as well as the EU and individual countries.

This course is unusual in the extent to which it integrates a  a rigorous examination of the legal issues with the economic and other questions arising,, making it suitable both for thosewith a wide interest in the area as well as those wishing to specialise in and become practitioners of taxation and/or corporate and business 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 Tax Law and Policy course is designed both for  tax specialists and 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 a detailed examination of  UK tax law, requiring study of case law and statute , 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’). EU law on business taxation has influenced UK tax law significantly to date and will be examined in relation to that, and more generally. 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, Pinsent Masons Professor of Taxation Law, and Dr Glen Loutzenhiser, Associate Professor in Tax Law, with lectures from leading researchers at the Oxford University Centre for Business Taxation, and from other distinguished tax practitioners (including QCs and partners at leading law and accounting firms) and visiting academics. Dr Loutzenhiser is the author of the leading textbook used for the course. For further information please contact Professor Freedman at judith.freedman@law.ox.ac.uk For information about the Oxford University Centre for Business Taxation please see http://www.sbs.ox.ac.uk/faculty-research/tax The Centre holds many seminars and events to which students on this course are welcome.

No prior study of tax law, company law or economics is required to study this course, 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 as undergraduates in Oxford or 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 on Weblearn. 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? 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? How will the OECD’s Action plan for Base Erosion and Profit Shifting change the operation of international taxation and is more reform needed?

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 and three later in the year. Written work is set and marked for each tutorial.

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

For full reading guides see Weblearn resources. Full reading guides are provided for each topic.

Learning outcomes: an understanding of the issues surrounding taxation of domestic and multi-national corporations as well as that of unincorporated businesses.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Corporate Valuation

Managers of firms have many responsibilities. A critical one is to ensure that the firm makes appropriate investment and financial decisions. This course focuses on how to make good decisions. While this course will focus to some extent on the mechanics of corporate valuation, the main area of focus is how to create (and destroy) corporate value. One of the core objectives of this elective is to demonstrate that valuation is not a precise science, and that the strategic fit and successful integration of projects is as important as the calculation and analysis of a number of variables. Corporate valuation incorporates several guest lectures from practitioners and hosts guest speakers from consulting firms, commercial banks, investment banks and funds.

This is a mandatory course for MLF students taking the finance stream.

Optional for these programmes: MSc in Law and Finance

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Dissertation

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).

Optional for these programmes: MSc in Law and Finance, Bachelor of Civil Law (BCL), Magister Juris (MJur)

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Entrepreneurial Finance

The Entrepreneurial Finance elective aims to help future executives, facing financing and investment decisions in a broad range of entrepreneurial environments, to make better decisions and achieve better outcomes. The course covers all stages of the financing process from initial financial planning to harvesting value.

 

While the course will inevitably involve looking at a number of technology driven businesses the emphasis is on gaining insights into the entrepreneurial financing process rather than looking at the financing of technology businesses per se.

 

Entrepreneurial environments considered will include not just young, growing, independent businesses but also those around the buy-outs and spin-outs of units from more established businesses as well as entrepreneurial joint ventures that are established with a view to their becoming independently viable entrepreneurial businesses in their own right. One of the eight sessions will also be devoted to looking at the venture capital industry with a view to providing candidates with a broad understanding of current developments in this area and the likely future impact on the range of financing options and alternatives available from these sources going forward.

 

The course is designed to focus on the numbers and analytic techniques for gaining insight, although continual attention will also be paid to the incentives facing each of the parties in the financing process. The course will be highly relevant for future executives who may be involved in an entrepreneurial venture at some point in their careers, whether in a turnaround, a management buy-out, a young company or a start-up. The course will also be highly applicable for future private equity and venture capital decision makers.

 

This is an elective course for MLF students taking the finance stream.

Optional for these programmes: MSc in Law and Finance

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European Business Regulation: the Law of the EU's Internal Market

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, intellectual property, 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, Dr C Quigley, Professor S Enchelmaier, and Professor Katja Ziegler.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Finance

Students on the Finance course study the financing, valuation and governance of firms. This course is very similar to courses of the same name that are taught on the MBA, but tweaked slightly to ensure they are particularly relevant for MLF students.

This course will cover:
The valuation of a firm’s assets
The determinants of a firm’s structure
Capital Asset Pricing Model
Pricing of financial options
Investment and financing decisions
How financial markets operate
New issues of securities

Debt and dividend policy
Relevance of different financial institutions to the financing of firms
Takeover process
Corporate restructurings
Financial distress

Compulsory for these programmes: MSc in Law and Finance

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First Principles of Financial Economics

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.

Compulsory for these programmes: MSc in Law and Finance

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Intellectual Property Law

The course in Intellectual Property Law covers all the main forms of intellectual property (principally, copyright, trade mark and unfair competition, and patent). It explores the theoretical foundations of and justification for the different rights as well as their application in a number of settings. Intellectual property industries now make up a sizable proportion of the global economy. And 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. 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, so we necessarily examine the European instruments and case law that shape UK law. And because the content of intellectual property law is increasingly framed by international obligations and evolves with some regard to developments in other countries, the course also has an international and comparative dimension. The course is suitable for students with or without undergraduate experience of IP law. It is taught by Professor Graeme Dinwoodie, Professor Ansgar Ohly, Dr Justine Pila and Dr Dev Gangjee  in a series of lectures, seminars and tutorials over Michaelmas, Hilary and Trinity terms. Teaching is through sixteen seminars (with mini-lectures at the beginning of the seminars) and by the provision of six tutorials. Reading lists are posted using WebLearn. With prior permission, it may also be possible to accommodate a small number of auditors in the undergraduate Copyright, Trade Mark and Patents seminars of Prof. Dinwoodie, Dr Gangjee, and Lord Hoffmann; for permission please write to Prof. Dinwoodie. (MJur students may enrol in an undergraduate IP option provided they are not taking this MJur course in Intellectual Property Law.)  Note that this course has sometimes previously been called International IP Law, or European IP Law.

The course will be taught by Professor Dinwoodie, Professor Ohly, Dr Gangjee and Dr Pila in a series of lectures, seminars and tutorials held in Michaelmas, Hilary and Trinity terms.

Learning outcomes: a knowledge of theoretical foundations of property law, including copyright, patent, trade mark, unfair competition and trade secrets; and an understanding of the practical applications of intellectual property rights in various contexts.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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International Economic 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.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Law and Economics of Corporate Transactions

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.

Compulsory for these programmes: MSc in Law and Finance

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Legal Concepts in Financial Law

The purpose of this course is to explore the most significant legal concepts and private law issues encountered in commercial finance and in commercial and investment banking. . This is particularly topical, as many of these issues have been brought into sharp focus by the recent financial crisis.

Students will be introduced to the various concepts in contract, property and fiduciary law which are used to allocate, manage and transfer risk in transactions on capital markets and in commercial banking. They will also be invited to consider the legal nature of property, money and payment, and the conceptual basis for corporate personality and limited liability. By examining a range of transactions, and critically considering relevant case law and legislation in the light of market practice, this course will provide a deep understanding of the part that private law plays in the operation of financial markets. Transactional structures covered will include loans, guarantees, documentary credits and first demand bonds,, security, debt issues on the capital markets (and other intermediated securities), derivatives and structured finance.

The focus will be on English law, although the law of other jurisdictions (particularly common law jurisdictions) will be studied where appropriate for criticism and comparison.

Whilst the course will primarily be a doctrinal law course, involving close study of cases and legislation and analysis of their underlying principles, the reading lists will contain a significant amount of secondary material examining wider policy issues, different theoretical approaches and possible legal reform.

It is anticipated that the course will be taught in eleven seminars, each supported by lectures, and four tutorials. Teaching is normally by Professor Louise Gullifer, Mr Christopher Hare and Mr Richard Salter QC, with input from others practising in this area of law

 

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Mergers, Acquisitions and Restructuring

The market for corporate ownership is one of the hallmarks of capitalism. Within that market, vast amounts of corporate wealth have been created – and destroyed. The objective of this course is to understand the market, the institutions that were created in order to execute these complicated transactions, and the strategies that are employed by the major players.

One role of the market is to allocate assets to the owners who can extract the maximum value out of them; bankruptcy is an alternative mechanism. Hence, the two mechanisms are often studied together under the heading of restructuring.

The first four sessions are taught by Oren Sussman and focus on finance. Subsequently, Duncan Angwin will teach four additional sessions that focus on strategy and organisational behaviour.

This is an elective course for MLF students taking the finance stream.

 

Optional for these programmes: MSc in Law and Finance

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Principles of Financial Regulation

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.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Private Equity

There are three main objectives of the private equity course:

1. To develop an understanding of the roles played by the various participants involved in private equity. The course will consider the attractions of private equity as an investment class. The organisation and incentive structures of private equity funds, and the complex relationship with the companies in which they invest are also analysed.

2. To apply many of the ideas and theories developed in the core finance courses to a particular sector of the financial industry. The private equity sector – involving both venture capital and buy-outs – is a particularly interesting sector to analyse. Private equity is used to finance many companies where the generic problems encountered when financing companies – such as uncertainty or asymmetric information – are especially acute and complex.

3. To critically evaluate the valuation techniques employed in private equity transactions. By their very nature, private equity investments (which lack market valuations provided by public equity markets) are those where valuation is often difficult, being highly sensitive to assumptions and methodology. This course reviews a variety of valuation techniques in the context of real private equity transactions.

This is an elective course for MLF students taking the finance stream.

 

 

Optional for these programmes: MSc in Law and Finance

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Regulation

Regulation is at the core of how modern states seek to govern the activities of individual citizens as well as corporate and governmental actors. Broadly defined it includes the use of legal and non-legal techniques to manage social and economic risks. While regulation is traditionally associated with prescriptive law, public agencies and criminal as well as administrative sanctions, the politics of the shrinking state and deregulation have meant that intrusive and blunt forms of legal regulation have given way at times to facilitative, reflexive and procedural law which seeks to balance public and private interests in regulatory regimes. Policy debates have addressed whether there is actually too much, too little or the wrong type of regulation.

This course examines what role different forms of law play in contemporary regulatory regimes. It thereby analyses how legal regulation constructs specific relationships between law and society and how legal regulation is involved in mediating conflicts between private and public power. The first section of the course critically examines key conceptual approaches for understanding regulation. How can economic reasoning be employed in order to justify legal regulation? Does a focus on institutions help to understand the operation of regulatory regimes? What rationalities, and hence ‘governmentalities’ are involved in regulating through law? What role do emotions, such as trust, play in regulatory interactions? The second section of the course examines specific regulatory regimes against the background of the conceptual frameworks explored in the first section. This second section discusses ‘regulation in action’ in specific fields of current significance, such as: - the regulation of the legal profession, - the regulation of the carbon market in the EU - the regulation of the provision of health care in the UK - the regulation of education policy-making in the EU - the regulation of the internet and the regulation of housing The course thus provides an opportunity for students to examine the pervasive phenomenon of regulation with reference to different disciplinary perspectives, in particular law, sociology, politics and economics and to gain detailed knowledge of substantive regulatory law in specific fields of current relevance.

The course is taught through 16 two hour seminars - which provide opportunities for active student participation – over Michaelmas and Hilary terms. Four tutorials spread over Michaelmas, Hilary and Trinity terms will also support students’ exam preparation. The 3 hour written examination at the end of the course involves essay questions.

The convenor of the course is Dr Bettina Lange and the course is taught by a small group of faculty members. If you have any questions about the contents, approach or teaching methods of this course do not hesitate to contact me: bettina.lange@csls.ox.ac.uk, Room 280, Centre for Socio-Legal Studies, Social Science Building, Manor Road.

 

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance

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Transnational 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 also 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.

Optional for these programmes: Bachelor of Civil Law (BCL), Magister Juris (MJur), MSc in Law and Finance