Postgraduate Course: European Law of Capital Markets (LAWS11286)

Course Outline
School	School of Law	College	College of Humanities and Social Science
Credit level (Normal year taken)	SCQF Level 11 (Postgraduate)	Availability	Not available to visiting students
SCQF Credits	20	ECTS Credits	10
Summary	Capital markets normally comprise the debt and equity markets through which companies can draw finance to fund their investment and expansion needs and the trading venues used to transact in issued debt or capital instruments. As such liquid and efficient capital markets which enjoy investor confidence are at the heart of the modern free market economy since they are the best mechanism for the allocation of resources. However, ensuring that capital markets are efficient and free from abuse in order to enjoy investor confidence and work as efficient allocators of resources is a very considerable challenge. Information asymmetries, insider dealing and market manipulation, and abuses of the market for corporate control as well as a host of other market anomalies, such as irrational exuberance are an ever present and very potent threat to the proper function of capital markets. The modern law of capital markets is based on US depression era legislation, which followed the 1929 crash. In Europe most of the regulations governing capital markets are based on EU harmonisation legislation. Accordingly, this course will examine: the disclosure obligations of issuers of securities when they offer their securities to the public in the EU, mainly comprising the Public Offers Prospectus Directive 2003 and the EU Regulation implementing it, as well as the amendments brought by the Amending Directive of 2010; the periodic and continuous disclosure obligations of issuers of securities which remain admitted to trading on a regulated market in the EU, mainly comprising the EU Transparency Directive, its implementing measure Directive, and certain provisions of the Market Abuse Directive; regulation of market conduct in the EU and prohibition of market abuse examining the existing framework under Market Abused Directive 2003 and the EU Commission proposals for a new Market Abuse Regulation and the introduction of a Crimina law regime for the prohibtion and deterrence of market abuse; the EU regime governing corporate takeovers and the opt-in/opt-out mechanism under the 13th Company Law Directive. It will also offer an analytical discussion of the theories underlying the imposition of mandatory disclosure rules, regulation of market abuse (insider dealing and market manipulation), and the function and regulation of the market for corporate control.
Course description	The structure of seminars will be as follows: 1. the essential functions of capital markets x 2 2. rationale and general principles of capital market regulation x 4 3. evolution of EU capital market regulation and the roleof ESMA x 2 4. Disclosure, Transparency and EU regulation of IPOs x 4 5. EU regulation of market abuse x 4 6. EU regulation of the market for corporate control x 4

Entry Requirements (not applicable to Visiting Students)
Pre-requisites		Co-requisites
Prohibited Combinations		Other requirements	None

Course Delivery Information
Not being delivered

Learning Outcomes
On completion of this course, the student will be able to: Demonstrate and/or work with: A broad knowledge of: (a) the mechanics of capital markets in general and the welfare goals these could serve (b) the challenges capital markets raise with respect to information asymmetries, market integrity and investor protection (c) the regulatory techniques used to address those challenges Knowledge that is embedded in the main theories of and principles of securities regulation and concepts and principles of International financial regulation. An awareness of the evolving/changing nature of EU capital markets and their regulation Use their acquired knowledge and research skills to critically discuss, analyse and evaluate in a variety of professional contexts (e.g., as lawyers, accountants, regulators, industry analysts and consultants) (1) the mechanics of capital markets (at a general level) and (2) the institutional edifice underpinning European capital markets (3) the EU regulation of IPOs and secondary securities offers (4) the EU market transparency regime (5) the EU regulatory framework for the prohibition of insider dealing and market manipulation (6) the nature of the market for corporate control and the conflicting goals of corporate takeovers (7) the EU law governing corporate takeovers including offeror company obligations, the duties of the offeree company boad, the mechanics of the mandatory bid facility, and the opt-in/opt-out mechanism under the 13th Company Law Directive and thus they will be able to critically discuss, analyse and evaluate the above principles and regulations Upon completion of the course students will be able to present and evaluate arguments on the application of the EU law of capital markets and use a range of approaches to consider policy questions relating to the regulation of EU capital markets. Through seminar attendance, problem-based enquiry and group discussion, students will develop a range of analytical and communication skills to convey complex ideas underpinning the mechanics of capital markets and their regulation in a well-structured and coherent form. Through independent work, research and analysis as evidenced by the set assessment methods students will be able to demonstrate initiative and the ability to work autonomously and take responsibility for their own work as well as give presentations to answer questions that resemble the provision of legal advice on the application of EU law of the capital market and the underlying policy rationales.