Corporate Law - Transactions, Stock Exchange and Securities Regulation

Introduction

The course covers company and securities law provisions related to equity transactions (i.e. transactions altering the company's equity, i.a. share issues, demergers and mergers) and acquisitions of joint stock companies and public joint stock companies. The course will also give a short overview of various forms of corporate financing. Several of the topics covered in the course are on the borderline between different legal areas, and an overall understanding of the rules within the relevant legal areas is important to understand the conduct of the participants in the capital markets. The course covers Norwegian law only.

Course content

1. I. Equity transactions
   • Share issues (including public offerings, prospectus regulations, stock exchange listing etc.) and capital reductions
   • Mergers and demergers (including securities law provisions in relation to prospectus and cross-border mergers). The borderline towards accounting and tax law issues of specific relevance to this topic may also be covered.
   • Specific equity instruments and "hybrids" (including convertibles, subordinated loans, warrants, options and warrant-shares
      
2. Acquisitions
   • Securities law provisions regarding acquisitions (including flagging, mandatory offers, disclosure obligations etc.)
   • Relevant company law provisions concerning acquisitions (including anti-take over defence, transfer- and voting-limitations, the duties of the board of directors and squeeze-out provisions)
      
3. Financing
   • Forms of capital - groups of equity, debt and hybrids
   • Acquisition financing
   • Company group financing