Law of Business Finances (MASTER)

The purpose of the course is to prepare students for practical application of the main debt and equity financing tools in the legal, regulatory and institutional framework for operation of companies, financial institutions and financial markets in the EU.

1. Corporate governance and corporate finance
1.1. Agents and principals
1.2. Asymmetry of information
1.3. Market-based and bank-based financial systems

2. Governance in the capital company
2.1. Joint stock and limited liability companies
2.2. Shareholders, one-tier or two-tier boards
2.3. Management responsibilities
2.4. Good corporate governance practice

3. Change of capital: shareholders vs. creditors
3.1. Base capital and reserves
3.2. Increase and decrease of capital
3.3. Dividend distribution and purchase of own shares
3.4. Corporate reorganizations: mergers, split-ups, spin-offs, sale of major assets

4. Laws of financial instruments (shares, bonds)
4.1. Transparency of issuers and investors
4.2. Transparency of trading
4.3. Market abuse and inside trading

5. Listed companies and financial markets
5.1. Initial public offering (going public)
5.2. Reporting obligations
5.3. Takeovers (going private)

6. Mergers and acquisitions (M&A) of non-listed companies
6.1. Asset deal, share deal, merger
6.2. M&A process
6.3. M&A contracts

7. Credit contracts
7.1. Structure of the contract
7.2. Collaterals and credit covenants
7.3. Recovery of credit claims

8. Corporate insolvency:
8.1. Bankruptcy
8.2. Compulsory settlements

9. Out-of-court corporate financial restructuring

10. Law and economics of regulating financial markets and institutions

11. Banking Union and banks resolution in EU

12. Regulation of banks and corporate financing