Corporate Banking and Finance Law

This subject has the following teaching availabilities in 2011:

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 requests for Reasonable Adjustments under the Disability Standards for Education (Cwth 2005), and Students Experiencing Academic Disadvantage Policy, academic requirements for this subject are articulated in the Subject Description, Subject Objectives, Generic Skills, and Assessment Requirements of this entry.

The University is dedicated to providing support to those with special requirements. Further details on the disability support scheme can be found at the Disability Liaison Unit website: http://www.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.

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 available from the 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.