Le Grand Syllabus 2016/2017
Course Description : The course provides an overview on European law (directives and regulations as well as case law) on corporate governance and capital markets. Required reading : 2nd session : Action Plan of 12 December 2012 (general corporate governance framework) ; Action Plan of 21 May 2003 (general corporate governance framework) ; Green Paper of 5 April 2011 COM (2011) 164 ﬁnal (general corporate governance framework) ; Proposal COM (2015) 616 ﬁnal of 3 December 2015 (company law) ; 3rd session : Directive 2006/46/EC of 14 June 2006 (corporate governance statement, deﬁnition of a related party as set out in IAS)..
The ﬁrst sessions focus on bank corporate governance. We will discuss : -Why banks are different than non-regulated industries, aiming at understanding the “tripartite principal-agent problem” banking poses ; -Qualiﬁcations for running a bank, discussing why there are “ﬁt and proper tests” in place for board members ; -How to organize a bank's board, focusing on questions such as “groupthink”, independence and risk management ; -Banker's remuneration, trying to understand how pay might impact performance ; -Liability of bank management, considering the business judgment rule and questions of compliance as well as whistleblowing ; -Banks and disclosure to the market, reviewing ad hoc disclosure and the new market abuse regime. Taking the securities markets regulator's perspective, the second part of the course will focus on pragmatic aspects of ﬁnancial regulation. (How is it made ? How is it applied ? What are the key issues at stake on the international reform agenda ? etc.). The last 6 sessions will be organized thematically : -Introduction to ﬁnancial markets and to securities markets regulation – Explore the role of ﬁnancial markets, present the key ﬁnancial players and explain how supervisory models are designed ; -Architecture of ﬁnancial markets oversight – Explain the role of international standards, the concepts of convergence and regulatory arbitrage and work on the European integrated model of ﬁnancial supervision ; -The EU legislative process – how to make the difference as regulators ? – Explore the EU legislative process and understand the role of the different players involved ; -Shadow banking – key features and case study – Understanding the complex notion of “shadow banking” (key features ; key entities/activities) and how regulation can minimize the shadow banking risks posed to ﬁnancial stability ; -How to regulate cross-border activities ? – Work around the concepts of extraterritoriality, deference and equivalence and the regulatory tools that could be used by regulators to regulate crossborder activities ;
FINANCIAL REGULATION :A JOINT PERSPECTIVE. CORPORATE GOVERNANCE OF BANKS&SECURITIES MARKETS OVERSIGHT
Semester : Autumn Number of hours : 24 Language of tuition : English
Opened to the exchange program
Teachers : Jennifer D'HOIR (Head of Unit for International Affairs à l'Autorité des Marchés Financiers, AMF), Katja LANGENBUCHER (Professeur à la Goethe Universitat). Prerequisite : Students should have a good understanding of corporate law and a basic knowledge of capital markets law. Pedagogical format : Seminar Course validation : The course will be graded on the basis of (1) a presentation by each student (details of which will be discussed on the ﬁrst day of class) and (2) the redaction of a 2-page brieﬁng note on a topic related to international ﬁnancial regulation. Workload : Various readings (mostly short articles and speeches) are required for the class as well as active and constructive participation during the class. Pedagogical method : The class is divided into 2 sets of 6 sessions, both sets combining lecture and class exercises. Course Description : The course provides an overview, combining both legal and pragmatic elements of the European regulation of ﬁnancial markets. 1744