International Financial Law

Teaching staff: Professor Richard Hooley
Module code: 7FFLA004
Credit level: 7
Credit value: 40
Semester:  Full-year 
Teaching pattern: 

Mixture of two-hour lectures and seminars.

Indicative/suggested reading: Ellinger, Lomnicka and Hare, Ellinger's Modern Banking Law (5th ed, 2011), Chs 1 and 3.

Assessment:  written examination/s 
Three-hour exam.

Module description

This module seeks to introduce you to the principles of English banking law, and to consider those principles in the light of modern banking practice, with particular emphasis on the impact of new technologies on the development of banking law and practice. The following areas will be covered in the module: structure of banking in the UK; the bank-customer relationship, including mandate, countermand, duty of care, fiduciary aspects, confidentiality, termination, and dispute resolution; banks and undue influence; banks and fraud; the current account; special types of account; interest-bearing accounts; payment and payment systems, including the nature of payment, electronic funds transfer and electronic money; cheques and other payment instruments; payment cards, including cheque cards, credit cards, charge cards, debit cards, ATM cards and electronic purses; incidental services performed by banks; methods of bank finance, including overdrafts and loans.

Teaching staff: Professor Jan Dalhuisen & Professor Lodewijk van Setten
Module code: 7FFLA021
Credit level: 7
Credit value: 40
Semester:  Full-year 
Teaching pattern: Two-hour lecture per week taught in seminar style.

Indicative/suggested reading: Dalhuisen on Transnational Commercial Financial and Trade Law, 4th Ed. Vol. III.


Assessment:  written examination/s 
Three-hour exam.

Module description

This is the foundation module in financial risk and financial regulation. It explains what modern commercial banks and investment banks do, what products and services they develop and offer (now usually at the international level), what risks they take, what the legal and regulatory concerns are in terms of their operations, risk management and client protection, and how modern law and regulation attempt to deal with these matters.

The further subject is the operation of the modern financial markets in bonds, equities and derivatives, the manner in which these investments are now issued, traded and held; the trading, custody, clearing and settlement of these financial products; and the modern legal frameworks that operate in this connection and the regulatory principles that apply.

Finally the principle issues and concerns in investment management will be discussed as well as the regulatory regime concerning this activity.

This is module is practical as well as conceptual. You do not need prior knowledge in the field of modern finance.

Teaching staff: Dr Federico Ortino
Module code: 7FFLA066
Credit level: 7
Credit value: 20

The module covers the key components of the public international law related to the protection of foreign investment. Reference is made to relevant customary and conventional international law (particularly bilateral investment treaties), as well as to relevant regional and municipal law. The module is concerned with the substantive normative framework of the international law relating to foreign investment (procedural aspects are addressed in the course on International Commercial Arbitration). It also addresses the key legal obligations of the host State (MFN, National Treatment, Expropriation, Fair and Equitable Treatment, Transparency) as well as the legal obligations of the foreign investor. Policy considerations underlying this area of the law will also be examined.

Teaching staff: Professor Ravi Tennekoon
Module code: 7FFLA040
Credit level: 7
Credit value: 40
Semester:  Full-year 

This module (together with the International Finance 2 and the International Finance 3) is focused on the major transactions carried out by investment banks, transnational banks and multinational corporations in the vast global financial markets which have developed in London, New York and Tokyo in recent years as well as in locations such as Singapore, Hong Kong, Frankfurt, Paris and Sydney. It is designed to examine the legal structures used in these transactions and the complex legal issues arising in the context of these transactions due to their transnational and multijurisdictional nature. Law of International Finance 1 is designed to cover the following major transactions * International Syndicated Loans * International Bonds and MTNs * Convertibles * GDRs. Regulatory law of the US and of the European Union which affects primary issues in the international capital markets will also be examined.

The three modules on the Law of International Finance are not designed to cover domestic banking law or company law in the UK or elsewhere nor is it concerned with the law affecting international trade. The orientation of this module is entirely practical and is designed to enable you to practice as a lawyer in the global financial markets whether as an attorney in the global law firms or as legal counsel with investment banks, transnational banks and multinational corporations engaging in these transactions.

Teaching staff: Professor Ravi Tennekoon
Module code: 7FFLA515
Credit level: 7
Credit value: 20

This module is intended to be taken only in conjunction with International Finance 1 and will be taught as an adjunct half module covering in detail two major international banking transactions in the markets as its centrepiece. It will first examine the legal structures used in the financing of very large scale projects (some well over several billion dollars in value) in such areas as gas and oil exploration, infrastructure projects such as airports, harbours and mass transit railway systems. It will secondly cover the vast market in loan sales and trading including distressed debt.

This module will enable those interested in pursuing a career in the transnational banking world to explore in depth the legal issues that arise in relation to large scale projects in emerging markets and will also cover the legal instruments used to cover political risk in such emerging markets. The orientation of the module will be strongly towards students intending to practise in this field. The module will be taught in the second semester after you have obtained a grounding in International Finance 1.

Teaching staff: Professor Ravi Tennekoon
Module code: 7FFLA548
Credit level: 7
Credit value: 20

This module is intended to be taken only in conjunction with International Finance 1 and will be taught as an adjunct half-module. It will be useful if you are interested in a career as a lawyer in global investment banking in the financial markets and will seek to provide in depth coverage of the law and legal issues in derivatives and credit derivatives the most modern and complex of financial transactions which have seen an explosive growth in the past few years – estimated to be 200 trillion dollars by the Economist. It will also cover asset securitisations including loan securitisations as well as synthetic structures using credit derivatives. The orientation of the module will be strongly towards the students wishing to practise in this field. The module will be taught in the second semester after you have obtained a grounding in International Finance 1.

Teaching staff: Dr Tunde Ogowewo
Module code: 7FFLA517
Credit level: 7
Credit value: 20

Accountants, investment bankers and transactional lawyers are the three professional advisors that play significant roles in corporate finance transactions.

This module focuses, from a UK legal perspective, on the two main sources of corporate finance. It deals with equity financing – the law that regulates its raising, maintenance and pay–outs from the corporate treasury, and with debt financing – forms of debt finance and security interests. It concludes by examining three major kinds of financial transactions that companies get involved in: secondary issues, debt equity swaps and private equity transactions.

Teaching staff: Despina Chatzimanoli
Module code: 7FFLA510
Credit level: 7
Credit value: 20

This module covers institutional issues in EU financial regulation and supervision: the delimitation of competences between the EU and the member states; and the Lamfalussy-de Larosière procedure. It also covers substantial law issues: it provides an overview of the EU regulatory framework applicable to all three sectors of finance with a specific emphasis on banking and securities, as well as an overview of their contemplated changes again as a result of the financial crisis.

Teaching staff: Professor Eva Lomnicka
Module code: TBC
Credit level: 7
Credit value: 20

This module considers the UK’s comprehensive “one-stop” regime for the regulation of financial services activity, established under the Financial Services and Markets Act 2000 (FSMA 2000). This regime applies to all financial services firms operating in the UK (in particular, on the London financial market) and reflects the harmonising measures of the EU’s Financial Services Action Plan. The module examines the key legal issues which arise under that regime. First, the regulatory institutions are examined, in particular, the Financial Services Authority (FSA) which is the UK’s “single regulator”. The wide scope of the regime, which covers investment business, banking and insurance, is also explored. The administrative and civil law framework within which the regime operates, as well as the full range of regulatory mechanisms available under it, are also considered.

Having taken this module, you may move on to a more detailed examination of the FSMA regime, in Regulation of Financial Services: Part 2.

Teaching staff: 

Professor Eva Lomnicka

Module code: 7FFLA536
Credit level: 7
Credit value: 20

This module, which is taught in the second semester, may only be taken by students who have already taken Regulation of Financial Services: Part 1 and thus who have grounding in the FSMA 2000 regime.

The module begins with a more detailed consideration of some aspects of the regime, with seminars on the regulation of banking and insurance. It also examines the application of FSMA 2000 to “collective investment schemes”, both heavily regulated retail scheme such as unit trusts and open-ended investment companies (mutual funds, SICAVs) and “unregulated” schemes such as hedge funds.

Finally, it considers the market abuse regime (insider dealing and market manipulation) and the UK's provisions on anti-money laundering and counter-terrorist financing.

Teaching staff: Dr Tunde Ogowewo
Module code: 7FFLA525
Credit level: 7
Credit value: 20

Accountants, investment bankers and transactional lawyers are the three professional advisors that play significant roles in M&A transactions, which are increasingly becoming established features of most advanced capitalist systems.

This module focuses on the routes by which outcomes (the takeover or merger) are structured and it provides a comprehensive examination of how the conduct of these transactions is regulated in the UK, especially in light of the implementation of the Takeovers Directive on 20 May 2006. It will entail the exposition of the Takeover Code’s General Principles and Rules through cases decided by the Takeover Panel, in addition to relevant judicial authorities. The study of this jurisprudence will be a major theme of the module, whilst providing a strong theoretical underpinning to the subject.

Although the emphasis will be on regulation under Takeover Code (from which the European Directive draws many of its provisions) the module will also, in appropriate areas, consider different approaches to the subject under Federal and State regulation in the United States.

Teaching staff: Dr Michael Schillig & Professor Jan Dalhuisen
Module code: 7FFLA058
Credit level: 7
Credit value: 20
Semester:  Full-year 

This module is set against the background of the internationalisation of the flow of goods, services and capital. It studies the private law response to this development and the emergence of trans-national commercial and financial law as a new lex mercatoria to support these flows. In this context, the creation of a new legal order is discussed and the spontaneous development of an independent international normativity in it, the sources of law that become relevant in this connection and the hierarchy amongst them.

The function and approaches of official or unofficial international bodies in the formulation of industry practices, like the ICC in the Incoterms and UCP, of Unidroit and Uncitral in the formulation of uniform law like for the international sale of goods and receivable financing, or of groups of academics in the formulation of principles, like those of contract and trust law, will also be discussed. Their findings will be compared with those adopted in the US, especially in the Uniform Commercial Code.

At the academic level, this module will study the operation of the major legal systems, especially those of Common and Civil Law. At the practical level, it will consider the details especially of the modern laws of contract, sales, agency, payments, personal property, trusts, secured transactions, conditional sales, financial leases, repurchase agreements, factoring, securitizations and financial derivatives including swaps.

Teaching staff: 

Dr Michael Schillig & Professor Robin Morse

Module code: 7FFLA067
Credit level: 7
Credit value: 40
Semester:  Full-year 

In a world which is dominated by global trading and free movement of capital and investment it is very likely that insolvency proceedings will not be hermetically contained in a single jurisdiction. Large multinational companies will often conduct business via a multitude of subsidiaries and branches in a number of different jurisdictions worldwide. Thousands of shareholders and debt investors may be scattered around the world. Even small and medium sized companies may have had dealings with parties from other countries, or may own or have interests in property which is located in different jurisdictions. Liabilities may be owed to parties domiciled in a different country from that of the debtor; or the relevant obligations may be governed by foreign law; or may be due to be performed abroad. These situations give rise to complex issues in respect of conflict-of-laws as well as the substantive law of insolvency and reorganisation.

The module is set against this background. In the first part of the module important issues of substantive corporate insolvency law will be analysed on a functional and comparative basis, taking into account the laws of major Western economies (US, UK, Germany, France). Over the last decade the three European jurisdictions under consideration have substantially reformed their insolvency laws (Germany in 1999, UK in 2002, France in 2005 and again in 2008/09). Chapter 11 of the US Bankruptcy Code has in many respects influenced these reforms and facilitated the rise of the rescue culture in Europe. Accordingly, particular emphasis will be put on the law of corporate reorganisation inside as well as outside formal proceedings (workouts). Despite this remarkable trans-Atlantic convergence, substantial differences remain, not least resulting from the interaction of corporate insolvency law with other areas of law such as company law, contract law and property law. We will trace these differences and try to explain them in the light of their social and economic contexts.

In the second part, the module will focus on the national and international instruments dealing with the conflict-of-laws issues in transnational corporate insolvency and reorganisation: the European Insolvency Regulation, the UNCITRAL Model Law on Cross-Border Insolvency, it implementation in the UK and the US, as well as Domestic Jurisdiction in the United States. The issues of jurisdiction, recognition of foreign proceedings, judicial cooperation in concurrent proceedings and the applicable law pursuant to these instruments will be studied, both from a theoretical and a practical perspective.