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Following the global financial crisis, the sovereign debt crisis and the ongoing pandemic, the debt capital markets have seen major changes. This subject will cover not just the ‘hard’ law of debt capital markets, but also provide a deep dive into the structuring, best practice and documentation of a wide range of products, from plain vanilla to pandemic bonds.
Real-life examples from international practice will be analysed and discussed. The lecturer draws on his international experience and works with guest lecturers from top tier law firms and financial institutions, as well as other disciplines, forging a highly interactive, challenging, flexible and overall rewarding subject.
Principal topics include:
- The terms and operation of the debt capital markets and the differences compared to the loan and derivatives markets, underlying principles and relevant regulation in this dynamic market
- A range of debt capital markets products: from plain vanilla to hybrids, from securitisation to covered bonds and transactions such as project bonds, catastrophe bonds and vaccine bonds, including the mechanics of derivatives in structured products such as credit-linked notes
- Bondholder activism, the role of hedge funds and the challenges they pose for issuers, as well as the restructuring of DCM transactions, learning from experiences in for instance the sovereign debt market (Argentina, Mozambique, Ukraine to name a few)
- The potential of debt capital markets for sustainability or other themes: green, social and sustainable bonds – and the recourse (or lack thereof) for investors
- An overview of bondholder and NGO litigation, issuer liability as well as the position of credit rating agencies
Actual transactions, their structure, term sheet and documentation are discussed, pitched and negotiated, in order to provide students with a skillset that is applicable in their legal practice and thus further enhance their legal prospects and careers.
Intended learning outcomes
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 recognise 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 relevant (international and domestic) case law and laws and regulations, and be able to critically examine, analyse, interpret and assess these.
Last updated: 24 January 2023