International Capital Markets: Regulation & Institutions

This subject has the following teaching availabilities in 2011:

The Melbourne Law School welcomes applications from students with disabilities. It is University and Law School policy to take all reasonable steps to enable the participation of students with disabilities, and reasonable adjustments will be made to enhance a student’s participation in the School’s programs.

The inherent academic requirements for the study in the Melbourne Law School are:

1. The ability to attend classes and actively engage in the analysis of complex materials and debate;
2. The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
3. The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
4. The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
5. The ability to work independently and as a part of a group;
6. The ability to present orally and in writing legal analysis to a professional standard.

Students must possess behavioural and social attributes that enable them to participate in a complex learning environment. Students are required to take responsibility for their own participation and learning. They also contribute to the learning of other students in collaborative learning environments, demonstrating interpersonal skills and an understanding of the needs of other students. Assessment may include the outcomes of tasks completed in collaboration with other students.

Students who feel their disability will prevent them from participating in tasks involving these inherent academic requirements are encouraged to contact the Disability Liaison Unit: http://www.services.unimelb.edu.au/disability/.

This course will examine the phenomenon of the internationalisation of capital markets in the last 20 years from a legal and regulatory perspective and its role in the Global Financial Crisis. An introductory section will look at the history, trends and issues associated with internationalisation of the markets and the regulatory techniques that have developed in response to them. Several different markets will be studied, regulated and unregulated, developed economies as well as developing or emerging markets, the Euromarket, the European Union, the United States, China, Brazil and others.

Part of the course will be devoted to specific US regulatory responses to the internationalisation of capital markets: Foreign Private Issuer exemptions, Regulation S, Rule 144A, Mutual Recognition Systems, ADRs.

The last part of the course will examine the consolidation of stock exchanges, the emergence of international standards, the work of the International Organization of Securities Commissions (IOSCO) in developing principles of securities regulation and disclosure; the OECD Principles of Corporate Governance and the role of international financial institutions such as the International Monetary Fund and The World Bank, developments in markets such as China and Brazil and basic principles of Islamic finance.

On completion of this subject students should have developed a specialised understanding of the complex and technical legal and regulatory issues that arise in international capital market transactions and the ways in which capital markets operate in a cross-border context. The course will also develop an awareness of the competing policy issues and difficult coordination problems associated with financial regulation of this type.

The course is inherently interdisciplinary (finance, economics), comparative and transnational. The insights obtained in this course, such as the existence and operation of regulatory techniques along a continuum of normativity, are readily transferable to other private law subject matters, particularly in areas subject to a high degree of technical regulation.

In looking to regulatory frameworks outside Australia, the subject will develop critical and analytical skills useful to students’ intent on entering private practice or embarking on a career in public policy and regulation. Students proceeding to private practice will gain the ability to identify and resolve complex transnational legal questions; students working in areas of public policy and regulation will be able to mobilise the knowledge obtained in this course in a constructive manner, recognising the strengths and weakness of Australian law and practice as measured against international benchmarks.

If under 30 students:

• An in-class presentation on a selected topic worth 30% of the final mark (to include a written presentation outline, preferably using PowerPoint, and a bibliography of sources consulted);
• A two hour open book examination worth 70% during the scheduled exam period.

If over 30 students:

• A three hour open book examination worth 90% during the scheduled exam period;
• A short (750 word) written comment on a selected topic worth 10% to be submitted during the last week of the teaching semester.

This subject is not available as a breadth subject.

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

• The capacity for close reading and analysis of a range of sources, and in particular, complex and technical regulation and legal standards from different legal systems;
• The capacity for critical and independent thought and reflection and its application to clearly identified issues;
• The capacity to identify, successfully characterise, and provide solutions for complex transnational legal problems, including through the collection and evaluation of non-domestic regulation and international standards;
• The capacity to communicate, both orally, if class size permits, and in writing, in a persuasive and convincing manner; and
• The capacity to organise and critically assess large amounts of information in a time sensitive and professional manner.

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

• The capacity to undertake research in the area of international finance law through familiarity with the major sources;
• The capacity to undertake a sophisticated and professional analysis of legal issues presented by any particular set of circumstances, and apply the appropriate principles to international financial transactions; and
• A capacity to place financial law, regulation and policy objectives within a global context.