JJUA55037U The Law of Private Equity

Volume 2013/2014
Education
KA
Content
The unregulated market for venture capital and private equity financing are attracting still more attention as a new attractive means of finance – especially for start-ups and high-growth companies. As this market is unregulated, it is dependent upon the various players’ abilities to draft appropriate and fair contracts in all respects. During the last decade the European venture capital and private equity market has matured and has adopted uniformed contracts containing effective checks and balances-provisions. It is an objective of this course to provide an understanding of how proper contract drafting and self-regulation can make this particular market function. Focus will be on contract drafting in relation to (i) private equity fundraising, (ii) venture capital and private equity investing and (iii) exit. Legal issues – including regulatory matters – relating to leveraged buyouts such as those involving ISS and TDC will also be discussed. At the same time as the venture capital and private equity market in Europe is maturing, the regulation of financial markets in Europe is developing at an astounding pace both at the level of the European Union and at the level of the individual Member States. An objective of this course is to provide an understanding of the regulation, past, present and future, and of the principles involved in regulating the capital markets. As such, the course will examine the overall background of EU securities regulation and the national regulation of the Nordic countries, where some are members of the EU, while others are members of the EEA. Focus will be on the legal issues facing companies that contemplate to obtain capital from the stock exchanges in the Nordic countries including, in particular, the OMX/Copenhagen Stock Exchange.
The course is offered in association with the Forum for Company Law and Financial Market Law (FOCOFIMA).

  • Corporate governance issues
  • Corporate finance - equity related aspects
  • The venture capital cycle
  • Venture capital investments
  • Buyouts - MBOs and LBOs
  • Private equity exits - IPO or M&A transaction
  • The fundamentals of EU securities regulation
  • The institutional set-up of the Nordic countries’ financial markets
  • OMX and the Copenhagen Stock Exchange
  • IPO - listing requirements and prospectuses
  • Consequenses of being listed - disclosure and market abuse regulation
  • Going private - takeover regulation and delisting
Learning Outcome
- Identify the regulation of publicly traded companies, past, present and in the future and to explain the major principles involved in regulating the financial market place.
- Discuss the extent of supervision carried out and the principles involved.
- Explain the extent of cross-border supervision and co-operation between public authorities and the principles involved.
- Identify the fundamental principles of EU law and its impact on national law.
- Present the institutional set-up of the financial markets in the Nordic countries.
- Critically reflect upon the financing of publicly traded companies, and analyse the benefits and risks involved and the consequences on the governance of the company.
- Explain how investors are protected, by whom and the general principles involved.
- Analyse the motivation and considerations involved when a company is going public and the regulation of prospectuses in EU law and Nordic law.
- Analyse the motivation and considerations involved when a company is taken private.
- Explain the regulation of take-overs and the principles involved including the consequences for corporate governance and the political compromises that are reflected in the present regulation.
- Analyse the working of private equity, including the parties involved, their motivation and reward, and analyse contracts and other case-based material to identify contract clauses on risk, investment and reward.
- Put the regime on market abuse and the general principles behind it into perspective.
- Communicate and formulate her/his knowledge and arguments professionally and linguistically correct and in a way that is structured and coherent
Literature
J. Lau Hansen (Ed.), Nordic Financial Market Law, DJØF Publishing (2003).
Legal texts to be provided at the course homepage.

Required readings cover app. 450 pages.
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  • Category
  • Hours
  • Lectures
  • 34
  • Total
  • 34
Credit
10 ECTS
Type of assessment
Oral examination, 20 min
Marking scale
7-point grading scale
Censorship form
External censorship
Exam period
16. - 20 December 2013 (preliminary dates)