LAWSG033 Legal Aspects of International Finance
|LAWSG033: LEGAL ASPECTS OF INTERNATIONAL FINANCE|
|Credit value:||30 credits (15 ECTS, 300 learning hours)|
|Other Teachers:||Jelena Madir|
|Teaching Delivery:||20 x 2-hour weekly seminars, 10 seminars per term, Term One and Two|
|Who may enrol:||Any UCL Master’s student|
|Must not be taken with:||None|
|Qualifying module for:||LLM in Corporate Law;
LLM in International Banking and Finance;
LLM in International Commercial Law
|Practice Assessment:||Students may submit an answer to a past examination question to obtain feedback|
|Final Assessment:||One 3-hour unseen written examination (100%)|
The module examines the world of international debt finance. It focuses on international finance transactions that are used to raise debt finance in the international debt and capital markets. The structure, legal form and content of these instruments are examined in detail, together with the rights and obligations of the various parties involved. Since the vast majority of international debt finance transactions are of a cross-border nature, the international aspects of such transactions will form an important component of the module. We will also examine the causes of the recent global credit crisis and its impact on the international finance transactions covered by the course. We will also examine the changing nature of the providers of international debt finance including international investment banks, shadow banks/alternate credit providers, sovereign wealth funds and international finance institutions/multilateral developments institutions like EBRD. The module will also examine the extent to which international banking regulation impacts upon the transactions covered by the module.
Including the funding mechanisms used in those markets; the causes and potential implications of the recent global credit crisis.
The form and content of international (cross-border) loan agreements including an analysis of the standard (Loan Market Association) form agreements typically used in the London based international finance markets, with particular focus on the objectives and legal effect of: conditions precedent; representations and warranties; covenants; and events of default. Issues arising from the recent LIBOR scandal will also be examined.
The form and content of international syndicated loan agreements and an analysis of the roles, obligations and liabilities of the various parties thereto including: the arranger/lead manager; agent banks; security agents; and syndicate lenders.
How are loans transferred? Methods of transfer under English law: novation, assignment, sub-participation (risk and funded), proceeds assignment and trusts transfers. The commercial and regulatory drivers for loan transfers.
This component will focus on the documentation typically used in project finance transactions and the risks (legal and commercial) such documentation is intended to address. Typical project financing structures will also be examined as will the roles of the various parties in such transactions.
This component will focus on “true sale” securitisation transactions including the commercial background and regulatory drivers that underpin the securitisation market. The structure of securitisation transactions will be examined in detail as will the role, rights and responsibilities of the various parties thereto. The impact of the recent global credit crisis on securitisation transactions will be examined in detail, as will recent regulatory developments including risk retention requirements, and the legal structure of post credit crisis transactions.
This component will examine the process of raising international debt finance via the issue of international bonds; the parties to such issues and the fundamental terms typically incorporated. The legal nature of international bonds will also be examined as will the manner in which they are traded. The role and duties of the bond trustee will also be examined in detail.
This component will focus on the different types of subordination, its legal effect and the commercial objectives. Typical intercreditor agreements used within international finance markets will also be analysed in detail.
The role of the lawyer in international finance transactions; the form and content of legal opinions commonly delivered in international finance transactions and the potential liabilities for lawyers delivering such opinions.
Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment.
The following book provides a good introduction to the subject:
An excellent introduction to the origins of the recent credit crisis can be found in: