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2023/24 Taught Postgraduate Module Catalogue

LAW5565M International Banking Law: Capital Markets and Loans

15 creditsClass Size: 100

Module manager: Professor Gerard McCormack

Taught: Semester 2 (Jan to Jun) View Timetable

Year running 2023/24

This module is not approved as an Elective

Module summary

The module focuses on the law and regulation of syndicated loans to business and raising money on the debt capital markets by issuing bonds. Both these methods of corporate finance are commercially significant and of global relevance. The law, regulation and practice is examined from a practical perspective with an emphasis on understanding the language, environment and commercial significance of this area of investment banking. Students are encouraged to read the financial press and to discover the current significance of these important areas of the law.


Learning outcomes
By the end of the module, students will have:
- critical analysis of the function of capital markets and debt capital markets and the role that banks play in these in relation to investment;
- knowledge of the law relating to syndicated bank loans and in particular the enforcement of covenants and the law relating to guarantees;
- knowledge of the law relating to bonds as negotiable instruments and to bond trustees and fiscal agents and their relationship to banks;
- an appreciation of conflict of laws and its relevance to finance documentation;
- critical analysis of debt capital markets and their commercial function in relation to banks and banking;
- an understanding of the role played by law in regulating and controlling debt capital markets in the European Union;
- knowledge of securities law in the European Union and in the UK in so far as it relates to prospectuses;
- knowledge of the law on negligent misstatement in relation to prospectuses connected with finance transactions;
- a development of commercial awareness through the study of the above areas of the law.


Class 1: History and development of capital markets. Debt capital markets and their role and regulation. The nature of banks' roles in relation to debt capital markets. Terminology and commercial perspectives' of banks, companies and investors.

Class 2: Syndicated lending by banks. Description of a typical transaction. The roles of the lead arranger and other parties. Relevance of the law of contract. Relevance of conflict of laws.

Class 3: Syndicated lending by banks. Covenants and their enforcement including negative pledge. Guarantees and their enforcement. Novation and assignments of right under syndicated loans.

Class 4: The bond as a negotiable instrument and its commercial significance as an investment. Typical structure of a bond issue. The role of the trustee or fiscal agent. The concept of yield. The concept of the derivative.

Class 5: Securities law in the European Union and its relevance to bonds. The Prospectus Directive and its implications for the development of debt capital markets and banks. Passporting.

Class 6: The implementation of the Prospectus Directive in the UK through the FSMA 2000 and the FCA rulebook. Relevance to investment banks and their clients. Liability under FSMA 2000.

Class 7: Common law liability in relation to bond issues and the debt capital markets. The law on negligent misstatement in relation to finance.

Class 8: Skills development in relation to legal writing: a) research and analysis; b) structured composition.

Teaching methods

Delivery typeNumberLength hoursStudent hours
Private study hours134.50
Total Contact hours15.50
Total hours (100hr per 10 credits)150.00

Opportunities for Formative Feedback

A formative assessment opportunity will be provided.

Methods of assessment

Assessment typeNotes% of formal assessment
Essay1 x 4,000 word essay100.00
Total percentage (Assessment Coursework)100.00

Normally resits will be assessed by the same methodology as the first attempt, unless otherwise stated

Reading list

The reading list is available from the Library website

Last updated: 28/09/2023 14:11:39


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