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

1. Lecture 1 – The Business of Banking
• The legal concept of “banking activity”
• The core functions of banks
• The historical development of banking
• Banking business models

2. Lecture 2 – Introduction to European Banking Law
• The origins and evolution of banking law in the European Union
• Sources of EU banking law: Treaties, Regulations and Directives

3. Lecture 3 – Prudential Supervision of Banking Activities
• Supervisory authorities: the European Central Bank, the European Banking Authority and National Competent Authorities
• The Single Supervisory Mechanism
• Allocation of supervisory responsibilities between the European Central Bank and national competent authorities

4. Lecture 4 – Prudential Capital Requirements and Depositor Protection
• Prudential capital requirements applicable to credit institutions
• Organisational and corporate governance requirements
• Depositor protection
• Workshop: case study on lending to a company in financial distress

5. Lecture 5 – Banking Agreements: Part I
• Bank current account agreements and bank deposit agreements
• Term loan agreements
• The role of banks in international trade and cross-border finance
• Workshop: case study on cross-border intra-group financing

6. Lecture 6 – Banking Agreements: Part II
• Credit facilities
• Advances against receivables
• Factoring
• Leasing
• Sale and lease back
• Workshop: the role of the Chief Financial Officer in selecting the most appropriate banking facility for corporate financing

7. Lecture 7 – Credit Support: Guarantees and Security Interests
• General principles
• Suretyship
• Independent guarantees
• Comfort letter
• Pledges
• Mortgages
• Cross-border guarantees and security interests
• Workshop: case study on credit support required from a corporate borrower

Part II – Financial Markets Law

8. Lecture 8 – Introduction to Financial Markets Law
• The economic functions of financial markets
• Sources and governing principles of financial markets law
• Financial instruments and other assets traded on financial markets

9. Lecture 9 – Financial Market Participants
• Issuers
• Financial intermediaries and intermediation activities
• Categories of financial intermediaries

10. Lecture 10 – Secondary Markets and Trading Venues
• The concept of a market
• Primary and secondary markets
• Regulated markets
• Workshop: case study on the admission of an SME’s securities to listing and trading

11. Lecture 11 – Investment Services and Activities
• Investment activities
• Investment services
• Workshop: the role and activities of an investment adviser

12. Lecture 12 – Investment Services and Activities: Conduct-of-Business Rules and Investor Protection
• Conduct-of-business obligations applicable to financial intermediaries
• The suitability assessment
• The appropriateness assessment
• The execution-only regime

13. Lecture 13 – Financial Intermediation Agreements
• Financial intermediation agreements
• Portfolio management agreements
• Investment advisory agreements
• Workshop: case study on a dispute arising from portfolio management services

14. Lecture 14 – Supervision of Financial Markets
• Supervision of authorised firms
• Competent authorities and their supervisory and enforcement powers
• The market abuse regime
• Workshop: the anatomy and development of a financial crisis

15. Lecture 15 – Recent Trends and Developments
• Digital finance and crypto-assets
• Finance in the social-media age: “finfluencers”
• Sustainable finance
• Workshop: case study on the negotiation of a green loan

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

Written exam.

The final exam consists in a written 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.

written

The instructor is responsible for ensuring the authenticity and originality of all examinations and coursework. In cases of suspected academic misconduct, an additional on-site assessment may be required during the exams, which may differ from the standard format.

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