JUR-4PRINFI
Principles of Finance and Secured Transactions
Course infoSchedule
Course moduleJUR-4PRINFI
Credits (ECTS)7
Category-
Language of instructionEnglish
Offered byRadboud University; Faculty of Law; Ondernemingsrecht;
Lecturer(s)
Contactperson for the course
M.M. Koopman
Other course modules lecturer
Lecturer
prof. dr. P. Ortolani
Other course modules lecturer
Coordinator
prof. dr. P. Ortolani
Other course modules lecturer
Examiner
prof. dr. P. Ortolani
Other course modules lecturer
Academic year2022
Period
MSEM1  (01/09/2022 to 29/01/2023)
Starting block
MSEM1
Course mode
full-time
Remarks-
Registration using OSIRISYes
Course open to students from other facultiesNo
Pre-registrationNo
Waiting listNo
Placement procedure-
Aims
The course focusses on the legal framework applicable to corporate finance and secured transactions. Two main goals are pursued. First, the course aims to provide students with a solid understanding of the general principles and concepts underpinning this field of law. Second, students are encouraged to reflect on their own national legal system  against the background of such principles and concepts , thereby promoting their understanding of how their home jurisdictions gives practical effect to basic principles of corporate finance and secured transactions law.

After completing this course, a student can:
1.    Explain various ways in which companies can finance their operations, the key legal features of such financing methods and the use of security rights in such structures.
2.    Critically assess legal aspects of the creation, scope, content, priority and enforcement of security rights on the basis of materials that reflect international best practice, in particular the UNCITRAL Legislative Guide On Secured Transactions and the UNCITRAL Model Law on Secured Transactions.
3.    Research the law of his/her home jurisdiction to explain how and to what extent the general notions covered throughout the course are implemented therein.
 
Content
Corporate finance and secured transactions law regulates the ways in which a company can finance its operation and creditors protect their rights; as such, it plays a key role in enabling business and economic activities. The course offers an overview of this field of law from a distinctively transnational and comparative perspective: rather than focusing on a specific jurisdiction, it provides a broad-stroke understanding of general principles and concepts as can be found in multiple legal systems. Against this background, the students are asked to engage in research and investigate how these general notions are operationalized in their national systems. Each class, hence, proceeds in two parts: first the lecturers present the principles, and then the students take the floor to explain whether and how those principles find application in a certain jurisdiction.

The course starts by introducing the different ways in which a company can finance itself and the difference between equity and debt. The following classes then scrutinize the different ways in which creditors can obtain protection, through contractual or proprietary methods. Particular attention is devoted to the mechanisms whereby security rights are created, and the priorities that these rights afford a lender against third parties having competing proprietary interests. Subsequently, the focus shifts toward enforcement of security rights, and the issues arising out of the involvement of multiple lenders financing the same company. Finally, the last class is devoted to a case-study that addresses the main concepts covered throughout the course.
 
 
Level
Master
Presumed foreknowledge
It is recommended that students have a good understanding of property law, contract law, corporate law and secured transactions law in their home jurisdiction. For Dutch students, familiarity with the notions covered in Burgerlijk Recht I is recommended.
Test information
The students will be tested through oral presentations given in class and a final written exam.
Oral presentations will be evaluated with a ‘pass’ or ‘fail’ mark.
The final written exam will be a ‘take-home paper’: the students will be assigned a topic and asked to draft a paper of approximately 3,000 words at home. The paper will account for the entirety of the final grade.
Please keep in mind that papers will be electronically checked for plagiarism. Copying from other people's work will have serious disciplinary consequences. If you are unsure about what constitutes plagiarism, you can find some useful information here: https://www.ru.nl/library/services/research/copyright-information-point-cip/plagiarism/
In addition, please consider the University's regulations on fraud during interim examinations and examinations, and the rules and guidalines of the Examining Board: https://www.ru.nl/law/students/information/about-your-studies/examining-board/rules-guidelines/. Article 4 of the regulations contains a definition of fraud. The definition stresses the importance of using not only citations, but also quotation marks, when reproducing a text verbatim.
Specifics
The course will proceed in eight lectures. In each lecture the lecturer will introduce principles of finance and secured transactions from a transnational perspecgive. The students will be required to illustrate how these principles are reflected in their own jurisdiction. Two oral presentations are mandatory, to access the final exam.

The students who have received a ‘pass’ mark for the oral presentation will be admitted to the final exam.

All questions can be addressed to Prof. P. Ortolani (pietro.ortolani@ru.nl)
Required materials
Book
Louise Gullifer and Jennifer Payne, Corporate Finance Law – Principles and Policy (3rd edn, Bloomsbury 2020), Chapters 1, 2, 3, 6, 7 and 8. While the book focuses on UK law in particular, it offers an accessible introduction to the core notions and principles of corporate finance law. Students, thus, can also use it as a starting point for their comparative research.
Title:Corporate Finance Law – Principles and Policy
Author:Louise Gullifer and Jennifer Payne
Publisher:Bloomsbury, 2020
Edition:3
Texts
• UNCITRAL Model Law on Secured Transactions
Texts
• UNCITRAL Legislative Guide on Secured Transactions

Recommended materials
Texts
Additional materials will be uploaded on Brightspace. It is important that the students check the Brightspace page of the course every week.

Instructional modes
Weblecture
Type of instructional modeWeblecture

Working group

General
Depending on the developments surrounding Covid-19, lectures may be (partly) offered in digital form this academic year.

The course will proceed in eight lectures. In each lecture, the lecturer will introduce principles of finance and secured transactions and the students will be required to illustrate how these principles are reflected in their own jurisdiction.

Tests
Tentamen
Test weight1
Test typeTake home test
OpportunitiesBlock MSEM1, Block MSEM1