Modules (Revisited)

As promised, this is my review of the modules I’ve taken. I also included the main topics as well as some reading examples for each module.

Promotional material and the overview of modules provided by King’s are rather generic. So, I hope this gives you a better idea of the specific contents taught on King’s LLM.

For the methods of teaching, you can look at an earlier blog post.

The big picture

Overall, I was very happy with the package of modules offered. The different financial law modules nicely complement each other without too much overlap, resulting in great synergies.

For example, derivatives are discussed from a transactional perspective in Law of International Finance 3 (eg ISDA documentation), from a policy perspective in Financial Regulation (eg EU EMIR, US Dodd-Frank Act), and from a fintech perspective in Cryptocurrencies and Blockchain (eg smart contract coding). Similarly, financial covenants in syndicated loans are discussed for large corporates in Law of International Finance 1 and for ‘smaller’ PE deals in Private Equity Finance.

There’s a good balance between modules taught by academics and practitioners. Academics have certain teaching qualities practitioners cannot offer and vice versa. Think judicial interpretation methods or contracting parties’ dynamics.

A postgraduate degree should build on generalist knowledge gained during a first degree and teach specialist subjects. King’s LLM does that. While I already had basic knowledge of these subjects, the LLM goes much more into detail.

After taking these modules, I now feel far more confident when faced with complex legal questions. The LLM is well-designed to make you a T-shaped person.

For an accessible introduction to financial law (both transactional and regulatory), I recommend this textbook, which I used during my LLB years: Matthias Haentjens, European Banking and Financial Law (2nd ed, Routledge 2020).

Law of International Finance 1

This module taught by Ravi Tennekoon covers the methods of finance that large corporations use (eg S&P500 corporates). The approach is very practical, and students have to prepare problem questions (as opposed to discussion questions) for tutorials. The professor will even play client if needed to make a practical point.

• Lectures 1–4 and tutorial 1: forum selection, choice of law, conflict of laws, EU Rome 1/2 Regulations, Article VIII.2(b) IMF Agreement, act of state doctrine, moratoria, exchange controls, sanctions
• Lectures 5–9 and tutorials 2–3: international syndicated loan agreement, financial terms, financial covenants, merger control, negative pledge, pari passu, (cross) default, pro rata sharing, no assignment clause, duties/liability of agent bank and lead manager, LMA Master Agreement
• Lectures 10–14 and tutorials 4–5: international bond issues, ICSD holding/trading structure, securities dematerialization, securities immobilization, subscription agreement, agreement between managers, sub-underwriting agreement, bond terms, collective action clauses, fiscal agency agreement structures, trust deed structures
• Lectures 15–16: equity convertible bonds, bonds with equity warrants, corporate actions and protections (regarding equity interest)
• Lectures 17–19 and tutorial 6: regulation of capital markets, EU Prospectus Regulation, Section 90 UK FSMA 2000, EU Market Abuse Regulation, EU Commission Delegated Regulation (EU) 2016/1052, US Securities Act 1933, US Securities Exchange Act 1934, US SEC Regulation S, US SEC Rule 144A, US SEC Rule 10b-5
• Lecture 20: high yield bonds, MTNs, commercial paper programs
• Lecture 21 (given by Simon Gleeson): EU regulation, Brexit
• Lectures 22–23 (extracurricular, given by Steven Galbraith): project finance
• Philip R Wood, Law and Practice of International Finance (University Ed, Sweet & Maxwell 2008)

EU and US Financial Regulation

This module covers financial markets from a policy point of view. Alexander Türk teaches regulation as a matter of institutional and administrative law, while Takis Tridimas discusses more substantive issues.

Students have to read some literature or cases for the seminars and present their views. But there’s no Socratic cold calling. I would rather describe the class atmosphere as facilitative for provocative discussion. Tridimas has superb teaching skills in this regard.

• Seminars 1–4: basic finance concepts (eg banking, capital markets, payment systems, securitization, derivatives, shadow banking, repos, securities lending, fintech), evolution of US financial regulation, system/architecture of US (federal) financial regulators (eg OCC, FDIC, FRB, NCUA, SEC, CFTC, CFPB, FHFA, FSOC, FINRA), interaction with state laws, McCulloh v. Maryland, Chevron v. NRDC, Seila Law v. CFPB
• Seminars 5–7: US banks, US securities firms, financial conglomerates, Glass-Steagall Act, Gramm-Leach-Bliley Act, Dodd-Frank Act, SEC v. Howey
• Seminars 8–12: evolution of EU financial law, EU law making, EU administrative rule making, EU supervision/enforcement, EU Banking Union, Lamfalussy Report, De Larosière Report, CRD4/CRR, MiFID2/MiFIR, SSM Regulation, EBA/ESMA/EIOPA Regulations, Meroni v High Authority
• Seminars 13–15: rationale of financial regulation, EU free movement, EU harmonization of laws, centralization/federalization of regulation, international financial regulation
• Seminars 16–20: derivatives, credit rating agencies, securities fraud, insider trading, market manipulation, broker-investor relationships, civil remedies, ABN Amro v Bathurst, Chiarella v. US
• Seminars 21–23: EU Economic and Monetary Union, eurozone crisis, eurozone governance, Article 125 TFEU, ESM Treaty, Pringle v Ireland
• Michael S Barr and others, Financial Regulation: Law and Policy (University Casebook Series, West Academic 2016)
• Case C-270/12 UK v European Parliament and Council (2014) EU:C:2014:18 (ESMA short selling case)
• Reference re Securities Act, 2011 SCC 66; Reference re Pan-Canadian Securities Regulation, 2018 SCC 48
• US v. O’Hagan, 521 US 642 (1997)

International Private Equity Finance

This one is taught by David Dowling and David Winfield, both practitioners. Private equity was an entirely new concept for me, and the module goes through the life of a PE deal in a very logical order. There are some mathematical excel calculations, but explained in a way the most innumerate lawyers would even understand.

• Lectures 1–5 and tutorials 1–5: rationale of private equity deals, governance of PE-backed companies, equity instruments, management equity, deal structures, exits
• Lectures 6–8 and tutorials 6–8: debt financing documentation, syndicated loans, financial covenants, guarantees, security interests, high yield bonds, debt restructuring, insolvency
• Lectures 9–12 and tutorials 9–12: mergers and acquisitions, due diligence, auction process, purchase price calculations, acquisition documents
• Bryan Burrough and John Helyar, Barbarians at the Gate: The Fall of RJR Nabisco (4th print, Arrow Books 2010). This classic business thriller is a must-read!

Law of International Finance 3

Finance 3 rather obviously builds on Finance 1. Recurring concepts include events of default or conflict of laws issues. While Tennekoon also teaches on this module, a large portion is taught by other practitioners. The content is split 50/50 over derivatives and securitization.

• Lectures 1–3: derivative product structures, options, swaps, caps, floors, collars, NDF, CDS, CLN
• Lectures 4–7 (given by Richard Tredgett): ISDA Master Agreement, ISDA Definitions, FIA-ISDA Addendum, ISDA Credit Support Annexes, EMIR, clearing, margin/collateral, FX and commodity derivatives
• Lectures 8–9: securitizations, ABS, CDO, CLO, CBO, CDOx2, RMBS, CMBS, German Pfandbriefe, true sale, recharacterization, credit enhancement, liquidity facilities, SPV structure
• Lecture 10–12 (given by Kevin Ingram and Andrew Bryan): tranching, risks, EU Securitisation Regulation
• 2002 ISDA Master Agreement: eg between Bank of America and LKQ Corporation

Cryptocurrencies and Blockchain: Technological Advances and Legal Challenges

This module begins with four introductory sessions into blockchain. Michael Schillig then takes over to discuss the potential of blockchain in finance and the legal implications. Surprisingly, this module is also a good introduction into financial concepts since the lectures always start with the state of play before discussing innovation.

• Lectures 1–2 (given by Christoph Kletzer): blockchain, Bitcoin, public/private keys, hashing, proof of work consensus, two generals’ problem, trustlessness, anonymity, crypto-economics
• Lectures 3–4 (given by Luke Riley): distributed ledgers, anti-sybil attack mechanism, transaction/mining process, alternative consensus protocols, permissioned vs permissionless networks, hot vs cold wallets, CAP theorem, smart contracts, Ethereum, oracles, stablecoins
• Lectures 5–12: private law, property, payment systems, securities intermediation, tokenization, DeFi, derivatives, securitization, bank resolution
• Satoshi Nakamoto, ‘Bitcoin: A Peer-to-Peer Electronic Cash System’ (2008)
• Michael A Schillig, ‘The Too-Big-To-Fail Problem and the Blockchain Solution’ (2020)
• EU Digital Finance Package proposals (MiCAR, DORA, DLT Pilot Regime, legislative amendments)

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