Universität Wien
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030297 KU Public Markets, Securities Regulation and Corporate Governance (2023S)

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

  • Tuesday 14.03. 14:30 - 16:30 Seminarraum SEM33 Schottenbastei 10-16, Juridicum, 3.OG (Kickoff Class)
  • Friday 17.03. 15:00 - 18:00 Hörsaal U12 Schottenbastei 10-16, Juridicum, KG1
  • Monday 20.03. 15:00 - 18:00 Seminarraum SEM41 Schottenbastei 10-16, Juridicum, 4.OG
  • Friday 24.03. 15:00 - 18:00 Hörsaal U14 Schottenbastei 10-16, Juridicum, KG1
  • Monday 27.03. 15:00 - 18:00 Seminarraum SEM51 Schottenbastei 10-16, Juridicum 5.OG
  • Wednesday 29.03. 15:00 - 18:00 Seminarraum SEM42 Schottenbastei 10-16, Juridicum, 4.OG
  • Friday 31.03. 15:00 - 18:00 Hörsaal U15 Schottenbastei 10-16, Juridicum, KG1

Information

Aims, contents and method of the course

Raising capital by issuing securities to the public (“going public”) fundamentally changes a company. While going public may lower the cost of capital and facilitate growth, governments in all major economies regulate public companies by adding requirements intended to protect the investing public and ensure the efficient operation of public capital markets. These include: 1) requirements for disclosure of company information, 2) prohibitions of certain behaviours after a company’s shares or bonds are listed on a stock exchange and 3) granting investors certain rights to participate in the governance of the public company. The dynamic created by these inter-related requirements drives the public capital markets: Available information strongly influences investor buy-sell decisions, which, in turn, causes the price of the security on the exchange to change and activist investors to take notice.

Why would a company shift from selecting its own private financing (provided for example by a venture capital or private equity fund) to offering its shares to the general public, and how is this choice affected by where the company is based? How do public capital markets operate and who regulates them to ensure that they are efficient? Specifically, what should the role of government be in setting standards and policing their compliance? And finally, what does it mean to be a “public” company and how is management affected by large institutional investors, hedge funds and the like?

We will explore these and other questions in our four-week course taught by experienced practitioners in the fields of corporate and financial law, investments, and financial market supervision. The introductory part 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.) Thereafter, we address key topics in securities regulation and compare regulatory approaches to them in the US and the EU. These topics include:
• The Initial Public Offering Process and Listing Shares on a Stock Exchange
• Corporate Disclosure and Insider Trading
• Corporate Governance, Corporate Performance and Shareholder Rights
• 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. (presentation papers will be introduced in the kick-off class.)
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. (The response paper should analyze the presentation paper’s discussion by drawing primarily on concepts discussed during this course.)

Minimum requirements and assessment criteria

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

Examination topics

Pre-readings are assigned for each class. Further material may be distributed in preparation of small-group 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 legal framework are introduced in class.

Association in the course directory

Last modified: Tu 14.03.2023 09:07