030297 KU Public Markets, Securities Regulation and Corporate Governance (2025S)

This course is all about public companies and their problems. It builds on the course "Access to Capital Markets, IPO/ICO and Investment Funds" which is offered in alternating semesters. At the same time, we'll explore some very specific complexities big companies face when they interact with unspecified numbers of stakeholders pursuing their own interests vis-a-vis each other - we call them "markets" - on a daily basis. For example, besides the "market" for capital, we will talk about the "market" for information about the company, the "market" for executives, and the "market" for corporate control. So no matter if you took the course in the winter semester - if you are into studying capitalism in action, this may be the treat for you.

Specifically, we will start the course talking about how the ongoing relationship of a company to its investors changes once it has raised external capital in an IPO. Against some economic theory and practical examples, we will then talk about rules on information disclosure and insider trading, investor rights and how the "retail revolution" in securities trading upends traditional regulatory concepts for financial market structure. We will discuss issues of the "right" pay for corporate executives and how laws want to contribute to establishing it. And we will look into the political minefield of hostile takeovers, their regulation and the impact this has on economic integration and development.

With all of the above topics, we will look at EU and US legal frameworks and corporate practice, combining inputs by a an experienced practitioner from the US Securities and Exchange Commission (SEC), an EU academic and FinTech General Counsel, and a former investment banker and managing director at one of the world's largest private equity investors. This is going to be fun!