Subject Name LAW OF CORPORATE FINANCE

BUSINESS LAW (HONS)

Subject Code 86 HLAW 305

Credit 4

Summary/Overview/Module
The Law of Corporate Finance examines the private law rules
governing how companies raise finance. It examines the legal
issues arising out of the operation of the capital markets as
intermediaries between investors and issuers; it focuses on
the regulation of capital-raising through the markets.

Aim/Object The course aims at a comprehension of the underlying

principles and policies of corporate finance law, and to
familiarise students with the actual practices of the markets
and main transactions.

Core learning outcomes The objectives of the present course shall be:
/Objectives
 To impart an understanding of basic idea of the law
and practice of corporate finance and how
transactions in an international or transnational
environment takes place.
 To acquaint the students with the process of the
inflow and outflow of corporate finance.
 To acquaint the students with the normal terms and
conditions in large international debt and equity
instruments.

Outline

Introduction
Module I  Meaning, importance and scope of corporation
finance.
 Capital needs - capitalisation - working capital -
securities - borrowings - deposits – debentures.
 Objectives of corporation finance - profit and wealth
Module II maximisation.
 Capital Markets Finance

Public offer of equity securities

 Share capital
 Public offer of equity securities.
 Forms of public offer of shares.
 Prospectus
 Information disclosure in prospectus.
 Valuation of shares
Module III  Issue and allotment.

Securitization and derivatives market

 What is securitization?
 The scheme of securitization of assets.
 What are derivatives?
 Types of derivatives transactions – forwards and
Module IV
futures transactions, swaps, options.
International equity offerings and the bonds market
 Depositories – Indian, American and Global
depository receipts.
 Introduction to bonds.
 Terms and structure of bonds.
 Issuance and trading of bonds.
 Regulation of bond market.

Module V Debt Markets Finance

Term loans and syndicated credits
 What are term loans and syndicated credits?
 Types of credit facilities – working capital loan,
sovereign loans, SPV financings.
 Comparison of bond issues and syndicated loans.
Secured Debt
Module VI  Advantages of being a secured creditor.
 Creation of charge.
 Nature of charge, fixed and floating charges.
 Crystallization of a floating charge.
Financing of corporate restructuring
Module VII  Financing acquisitions.
 Financing concerns when entering into joint ventures.
Recommended Resources:  Philip Wood, Regulation of International Finance,
Sweet & Maxwell, 2007.
 Philip Wood, The Law and Practice of International
Finance, Sweet & Maxwell, 2008.
 Eilis Ferran, Principles of Corporate Finance Law,
Oxford University Press, 2008.
 Eilis Ferran, Company Law and Corporate Finance,
Oxford University Press, 1999.