Capital-Markets Financing

Introduction

Teaching language is mainly Norwegian. However, there may be lectures and exams given in English.

All companies need funds to start and maintain profitable business. They must in other words be able to raise capital. In addition to acquiring capital from ongoing operations and banks, the capital markets are a highly important venue for funding. This course gives an introduction to the foundational legal rules and the core principles of corporate finance when businesses enter the capital markets in order to raise capital through Initial Public Offerings, private placements and bond issues.

The students will learn to understand the central and important capital market rules and duties that apply to investors and issuers, as well as the financial principles underlying these rules. More concretely, by completing the course, the students shall be able to identify, consider and evaluate the core challenges and questions when entering the capital markets. It is also expected that the students shall be able to take a position on complex questions of choice of form of financing, where financial factors or cost, risk, time, company size etc. are evaluated against the legal rules to be applied in different situations. An important part of the course will also consist in the handling of inside information and other foundational rules of market behaviour, such as informational duties and market manipulation. As all capital markets law is international in its orientation, the students will be proficient in EU/EEA law, and be able to communicate with representatives of issuers and investors throughout Europe on an equal footing.

Course content

1. Overview of different financing options and forms: When, why and how?

• The main difference between equity and debt financing: Shareholder vs creditor position
• Long-term financing
• IPO
• Private placements, rights placements
• Bank and bond debt
• Case: IPO or private placement

2. Equity financing

• Valuing stocks
• Raising equity capital
• Capital markets and the price of risk
• Private placements vs rights issues
• Non-discrimination and dilution protection
• Prospectus rules
• Process/duration
• Environmental, social and governance (ESG) factors

3.  Debt financing. Choice of transactional form. Bank vs bond market financing

• Valuing bonds
• Types of bond loans; standard, convertible, bundled, warrants, loan on special terms
• Green bonds
• Loan agreements, terms and conditions, covenants
• The institutions (bondholder meetings, the role of the trustee, etc) 

4.  IPO and SPO

• Background: Main considerations and reasons
• Conditions: distribution, market cap etc
• Due diligence
• Prospectus
• Process/duration
• IPO Puzzles

5. Leasing

• The basics of leasing
• Reasons for leasing
• Accounting, tax and legal consequences of leasing

6.  Options

• Option basics
• The binomial option-pricing model
• The Black-Scholes option-pricing model
• Corporate applications of option pricing
• Real options

7. Market Abuse

• Price formation and the significance of secondary markets
• The concept of inside information
• Insider dealing
• Informational duties, periodical and continuing
• Market soundings
• Buy-backs and stabilisation/green shoe options
• Market manipulation