Debt Capital Markets

This subject has the following teaching availabilities in 2016:

This subject has a quota of 30 students. Please refer to the Melbourne Law Masters website for further information about the management of subject quotas and waitlists.

136-150 hours

The pre-teaching period commences four weeks before the subject commencement date. From this time, students are expected to access and review the Reading Guide that will be available from the LMS subject page and the subject materials provided by the subject coordinator, which will be available from Melbourne Law School. Refer to the Reading Guide for confirmation of which resources need to be read and what other preparation is required before the teaching period commences.

Melbourne Law Masters Students: None

JD Students: Successful completion of the below subject:

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

• The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
• The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
• The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
• The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
• The ability to work independently and as a part of a group;
• The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact Student Equity and Disability Support.

Following the Global Financial Crisis (GFC), the once-heralded concept of securitisation quickly fell out of favour. A lack of trust and disclosure led to a surge in bondholder litigation and enforcement action from supervisors. Investors explored virtually any available avenue to recoup losses. Covered bonds rose to the occasion, facilitated by regulators in various countries, but are they here to stay and fill the void longer term? More recently, securitisation, convertible and hybrid bonds as well as sovereign and structured products have made a comeback of sorts as investors hunt for yield. Regulatory and supervisory change has also impacted significantly on the debt capital markets. The focus of this subject is distinctly practical. Real-life examples from international practice are discussed. The lecturer draws on his extensive experience and brings in guest lecturers from a variety of backgrounds, adding to an interactive, challenging and overall rewarding subject.

This subject covers the law and practice of the international debt capital markets. It discusses the mechanics of the capital markets generally, explaining how these differ from the loan and derivatives markets. It also discusses the relevant actors and the (highly dynamic) legal and regulatory framework. There is emphasis in class on the legal and structuring aspects of actual capital market transactions, such as covered bonds, securitisations, (structured) bonds and hybrid transactions. Restructuring of bond transactions (as evident in the sovereign debt crises around the world) is a prominent feature. Consideration of financial markets litigation (involving investment banks, hedge funds, ratings agencies, derivative dealers and regulators) is another important aspect of the subject. Actual transactions, their structure, term sheets and documentation, are discussed in class, in order to provide students with a skill set that is applicable in legal practice and thus further enhance their legal prospects and careers.

A student who has successfully completed this subject will:

• Have a sophisticated appreciation for the legal and commercial drivers for various debt capital market products
• Have developed a thorough and detailed understanding of structuring issues in these types of transactions
• Have an advanced understanding of and be able to demonstrate autonomy, expert judgment and responsibility in practice in applying the general legal issues involved in these transactions along with a working knowledge of key documentation issues and avoid common pitfalls in practice
• Have developed a sophisticated appreciation for the legal risks in structured finance transactions and have developed the cognitive and technical skills to mitigate these legal risks
• Have developed an advanced and integrated understanding of the (international and domestic) case law and laws and regulations relevant for (structured) finance transactions generally, and be able to critically examine, analyse, interpret and assess this case law and regulations.

• Class participation (10%)
• 8,000 word research paper (90%) (15 June) on a topic approved by the subject coordinator

A minimum of 75% attendance is a hurdle requirement.

Specialist printed materials will be made available free of charge from the Melbourne Law School prior to the pre-teaching period.

This subject is not available as a breadth subject.