Universität Wien
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030297 KU Public Markets, Securities Regulation and Corporate Governance (2024S)

A Comparative EU and US Approach

4.00 ECTS (2.00 SWS), SPL 3 - Rechtswissenschaften
Continuous assessment of course work

Moodle

Registration/Deregistration

Note: The time of your registration within the registration period has no effect on the allocation of places (no first come, first served).

Details

max. 40 participants
Language: English

Lecturers

Classes (iCal) - next class is marked with N

  • Monday 11.03. 16:00 - 18:00 Hörsaal U13 Schottenbastei 10-16, Juridicum, KG1
  • Wednesday 13.03. 15:00 - 18:00 Seminarraum SEM62 Schottenbastei 10-16, Juridicum 6.OG
  • Friday 15.03. 15:00 - 18:00 Seminarraum SEM42 Schottenbastei 10-16, Juridicum, 4.OG
  • Saturday 16.03. 09:00 - 12:00 Seminarraum SEM31 Schottenbastei 10-16, Juridicum, 3.OG
  • Wednesday 20.03. 09:00 - 12:00 Seminarraum SEM31 Schottenbastei 10-16, Juridicum, 3.OG
  • Friday 22.03. 09:00 - 12:00 Seminarraum SEM33 Schottenbastei 10-16, Juridicum, 3.OG
  • Saturday 23.03. 09:00 - 12:00 Hörsaal U12 Schottenbastei 10-16, Juridicum, KG1

Information

Aims, contents and method of the course

In this course, we learn what it means for companies to "go public", that is, to raise capital by issuing securities (shares, bonds) to a wide investor audience. We also discuss how stock exchanges work, how large companies interact with investors and other stakeholders, and who is able to influence their inner workings. The answers to all these questions are shaped by law, for example by mandated information disclosure, rights to participation in decision-making, and allowed/prohibited behaviors on the market. We will see how the differences of EU and US legal frameworks may contribute to the difference in number between EU and US listed companies, the transatlantic debate about ESG, the fraud at Wirecard, and Elon Musk's pay. This is going to be fun!

In order to explore from various angles, our two-week intensive course is taught by a mix of experienced practitioners in the fields of corporate and financial law, private and public investments, and financial market supervision.
The first half of the course offers a basic explanation of corporate finance terms and processes, financial market actors and their regulation. (No prior knowledge of capital markets law or finance is required for this course.) In this context, we also compare public funding to bank loans, "venture capital" and "private equity", and discuss the actual Initial Public Offering process for listing shares on a stock exchange. In the second half of the course, we deep-dive into key topics in securities regulation and compare the law applicable to those in the US and the EU. These topics include:
• Mandatory Disclosure and Insider Trading
• Corporate Governance, Management Remuneration and Regulation of Governance Intermediaries (Funds, Proxy Advisors)
• Corporate Purpose and Transactions that Lead to a Change of Corporate Control (Hostile Takeovers, Mergers and Acquisitions).

Assessment and permitted materials

Students will be graded based on three factors:
1. Classroom participation – 40% of grade.
2. Small-group oral presentation of a scholarly paper – 30% of grade.
3. Writing a short response paper (3-5 pages) commenting on a presentation paper of choice (other than the paper presented by the student in class) – 30% of Grade.

Minimum requirements and assessment criteria

This course is held in block format and, therefore, continuous participation informed by the required pre-readings is essential. Students are further required to participate in a small-group oral presentation, and to submit a short response paper after the in-person sessions.

Examination topics

Pre-readings are assigned for each class. Scholarly papers are introduced in the kick-off class and students can submit their preferences for presenting one of them and responding to another. There is no written exam.
(Further material may be distributed upon request in preparation of oral presentations and response papers.)

Reading list

The course will be based on pre-readings of select chapters of:
Brealey, Myers & Allen: Principles of Corporate Finance (12th edn., 2020)
John Armour et al.: Principles of Financial Regulation (2016)
Larry Harris: Trading & Exchanges (2003).

Pre-readings will be introduced as part of the first lesson. No readings are required before the course starts.
Materials on the EU and US legal framework are introduced in class.
Small-group oral presentations & response papers should analyze the scholarly paper of choice by drawing on concepts discussed during the course, therefore they do not require participants to study secondary literature.

Association in the course directory

Last modified: Sa 09.03.2024 07:25