Corporate Banking and Finance Law

This subject has the following teaching availabilities in 2009:

Legal Method and Reasoning; Principles of Public Law; Torts; Legal Theory; Contracts; Obligations; Property or in each case their equivalents.

For the purposes of considering request for Reasonable Adjustments under the Disability Standards for Education (Cwth 2005), and Student Support and Engagement Policy, academic requirements for this subject are articulated in the Subject Overview, Learning Outcomes, Assessment and Generic Skills sections of this entry.

It is University policy to take all reasonable steps to minimise the impact of disability upon academic study, and reasonable adjustments will be made to enhance a student's participation in the University's programs. Students who feel their disability may impact on meeting the requirements of this subject are encouraged to discuss this matter with a Faculty Student Adviser and Student Equity and Disability Support: http://services.unimelb.edu.au/disability

Negotiations between stakeholders in corporate financial transactions are driven by various legal considerations. An understanding of the fundamental legal issues underpinning any financial transaction is essential for a commercial lawyer to successfully advise banks and corporate borrowers.

The subject begins with an overview of corporate finance transactions and the stakeholders involved in debt financing. Students will analyse the key terms of a loan agreement and consider various negotiating and drafting strategies based on a syndicated debt finance case study. Students will learn about the fundamental characteristics of syndicated lending and the legal relationships between the arranger/agent, lenders and borrower. The final part of the subject deals with contractual rights commonly regarded commercially as security in Australia, in particular, negative pledges and guarantees. Students will also analyse documentation containing these types of provisions.

Class discussion will include case studies and hypothetical problems designed to give students an opportunity to practice negotiation and consider drafting issues in a corporate banking and finance law context.

This course complements Retail Banking and Finance Law. Although it is not necessary to enrol in both courses, students who have completed both subjects should have a good understanding of the foundations of retail financial services and corporate banking and finance transactions.

The objectives of this subject are to assist students to develop the following skills:

· analyse the legal risks involved in corporate financial transactions;

· be familiar with the key terms that make up corporate finance contracts;

· understand the issues relating to taking security for financial transactions;

· analyse critically legal issues and case law relating to fixed and floating charges and guarantees; and

· explain the key legal risks involved in financing.

A three hour examination at the end of semester (100%)

Printed materials will be issued by Melbourne Law School.

This subject is not available as a breadth subject.

On completion of the subject, students should have developed the following generic skills:

• attitudes towards knowledge that include valuing truth, openness to new ideas and ethics associated with knowledge creation and usage
• the capacity for close reading and analysis of a range of sources
• the capacity for critical and independent thought and reflection
• the capacity to solve problems, including through the collection and evaluation of information
• the capacity to communicate, both orally and in writing
• the capacity to plan and manage time

In addition, on completion of the subject, students should have developed the following skills specific to the discipline of law:

• create structured and effective legal analyses and arguments to solve hypothetical fact scenarios relating to corporate banking and finance law;
• summarise and analyse cases relating to corporate banking and finance law; and
• negotiate at a basic level certain aspects of financing documentation.