BANKING AND FINANCIAL MARKETS LAW

The course "Banking and Finanzial Markets Law" is one of the elective educational activities of the Master Degree in Global Development and Entrepreneurship, curriculum Enterpreneurship.

The course is divided into two parts.

Part I – Banking Law:
(i) examination of banking activity and its regulatory framework, with particular attention to the European legal system;
(ii) study of the main banking contracts, with a focus on the relationship between banks and enterprises.

Part II – Financial Markets Law:
(i) examination of the activities of financial intermediaries and their regulatory framework, with particular attention to the European legal system;
(ii) study of the main contracts involving financial intermediaries, with a focus on the relationship between intermediaries and enterprises.

The course aims to provide students with a systematic understanding of the fundamental institutions of banking law and financial markets law from a dual perspective:
- regulatory, through the analysis of the European and international legal framework;
- practical, through the study of contracts and case studies as well as the participation in workshops.

1. Knowledge and understanding.
1.1. Understand the activity of banking and financial enterprises.
1.2. Acquire knowledge of the European and international regulatory framework in banking and financial matters.
1.3. Understand the economic and legal function of the main banking and financial contracts, with particular reference to the relationships between banks and enterprises on the one hand, and intermediaries and enterprises on the other.

2. Applying knowledge and understanding.
2.1. Analyse real cases concerning banking and financial contracts, identifying their legal and regulatory aspects.
2.2. Apply the acquired knowledge to assess the economic and legal consequences for enterprises in their relationships with banks and financial intermediaries.

3. Making judgements.
3.1. Interpret legal provisions and regulatory acts issued by supervisory authorities in the banking and financial sector.
3.2. Develop critical skills to identify the main issues arising in contractual relationships and to elaborate possible balanced solutions.

4. Communication skills.
4.1. Use precise and appropriate legal terminology, also in non-legal contexts.
4.2. Communicate analyses clearly and in a structured manner, both orally and within discussions and workshops.

5. Soft skills.
5.1. Strengthen problem-solving skills through the analysis of cases and contracts.
5.2. Work collaboratively during workshops and discussions, developing a critical and interdisciplinary approach.

This course builds upon the knowledge gained in Business Law.

Part I – Banking Law
Lecture 1 – Banking Activity
• Legal notion of “banking activity”
• Main functions of banks
• Models of banking enterprises

Lecture 2 – Introduction to European Banking Law
• Origins and evolution of banking law in the EU
• Regulatory sources: Treaties, Regulations and Directives
• Supervisory authorities: ECB, EBA, national authorities
• Workshop: examination of the EBA Interactive Single Rulebook

Lecture 3 – Supervision of Banking Activity
• The Single Supervisory Mechanism (SSM)
• Tasks of the ECB and national competent authorities
• Workshop: analysis of an ECB sanctioning decision

Lecture 4 – Bank Crisis Management and Depositors’ Protection
• Capital requirements for banks
• Organisational and governance requirements
• The bank crisis resolution framework
• Depositors’ protection
• Workshop: analysis of the Credit Suisse case

Lecture 5 – Banking Contracts: Part I
• Bank current account and deposit agreements
• Payment services
• Loan agreements (mutuo)
• Workshop: how to find the “perfect loan” for me?

Lecture 6 – Banking Contracts: Part II
• Credit facilities (apertura di credito)
• Factoring
• Leasing
• Advances on receivables
• Workshop: case study on bank financing of an enterprise (the bank’s perspective)

Lecture 7 – Security Interests Supporting Credit Facilities
• General overview of securities
• Suretyship (fideiussione)
• Independent guarantee (contratto autonomo di garanzia)
• Comfort letter / letter of patronage
• Workshop: case study on international loan and guarantees required to an enterprise

Part II – Financial Markets Law
Lecture 8 – Introduction to Financial Markets Law
• Economic functions of financial markets
• Sources and principles of financial markets law
• The object of financial markets

Lecture 9 – Actors of Financial Markets
• Issuers
• Intermediaries and investment activities
• Categories of intermediaries (investment firms, asset management companies, investment banks)

Lecture 10 – Secondary Markets and Trading Venues
• The legal notion of “market”
• Primary vs secondary markets
• Regulated markets
• Workshop: listing of a company on the stock exchange

Lecture 11 – Supervision of Financial Markets
• Authorisation and supervisory requirements
• Structure and functions of intermediaries
• Supervisory authorities
• Workshop: how does a financial crisis originate?

Lecture 12 – Investment Activities and Services
• Investment activities
• Investment services

Lecture 13 – Contracts of Financial Intermediaries
• Intermediation contracts (execution of orders, placement, reception and transmission of orders)
• Asset management contracts
• Investment advisory contracts
• Workshop: case study on alternative financing for enterprises (the CFO’s perspective)

Lecture 14 – Conduct of Business Rules and Investor Protection
• Rules of conduct for intermediaries
• Protection of the weaker contracting party
• Market abuse regulation

Lecture 15 – Recent Trends and Developments
• Sustainable finance
• Digital finance and crypto-assets
• Finance in the age of social media: “Finfluencers”
• Workshop: “green” clauses in contracts

- M. De Poli, Fundamentals of European Banking Law, Second Edition, Wolters Kluwer, 2020.
- Materials provided by the Lecturer on the “Moodle” platform.

Oral exam.

The final exam consists in an oral test in order to verify the knowledge and comprehension of the course contents, the proper reporting of them and the ability of consulting legal texts.

oral

A. Range 18–22
A grade within this range is awarded in the presence of:
• only sufficient knowledge and applied understanding of the course content;
• limited ability to collect and/or interpret data, with merely elementary independent judgment;
• essential but not always precise communication skills, particularly in the use of legal and economic terminology.

B. Range 23–26
A grade within this range is awarded in the presence of:
• fair knowledge and applied understanding of the course content;
• fair ability to collect and/or interpret data, with basic independent judgment;
• overall adequate communication skills, particularly in the use of legal and economic terminology.

C. Range 27–30
A grade within this range is awarded in the presence of:
• good to very good knowledge and applied understanding of the course content;
• solid ability to collect and interpret data, with relevant independent judgment;
• fully appropriate, clear and well-structured communication skills, particularly in the use of legal and economic terminology.

D. 30 cum laude
The “cum laude” distinction is awarded in the presence of:
• excellent knowledge and applied understanding of the course content;
• excellent critical judgment and autonomous elaboration;
• particularly effective, precise and specialized communication skills.

Teaching is mainly delivered through lectures, aimed at providing students with the basic notions and the theoretical framework.

Workshops and case-based discussions are also included, designed to actively engage students and to develop their ability to apply the concepts learned to real-life situations, with particular reference to the relationships between enterprises, banks and financial intermediaries.

Attendance, while not mandatory, is recommended, as interactive sessions of discussion and practical application represent an integral part of the learning process.

This subject deals with topics related to the macro-area "Climate change and energy" and contributes to the achievement of one or more goals of U. N. Agenda for Sustainable Development