Écoles, masters et doctorats / Schools, Masters and Doctorates / Enseignements / Teachings
Teachers : Jennifer D'HOIR (Head of Unit for International Affairs à l'Autorité des Marchés Financiers, AMF), Katja LANGENBUCHER (Professeure à la Goethe Universität/House of Finance, Professeure afﬁliée à Sciences Po). 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 and on brexit. The ﬁrst parts (six sessions) focuses on bank corporate governance. We will discuss : - Introductory session : Why banks are different than non-regulated industries, aiming at understanding the “tripartite principal-agent problem” banking poses. Introduction to CRD IV, overview on the European framework as far as liability is concerned, groundwork for the case studies which follow. - Qualiﬁcations for running a bank and how to organize a bank's board, discussing “ﬁt and proper tests” in place for board members, focusing on questions such as “groupthink”, independence and risk management, 1st case study : work out a hiring process. - Banker's remuneration, trying to understand how pay might impact performance, 2nd case study : work out a remuneration scheme. - Liability of bank management, considering the business judgment rule and questions of compliance, whistleblowing and internal investigations, 3rd case study : work on a liability case.
- Banks and disclosure to the market, reviewing ad hoc disclosure and the Market Abuse Regulation : 5th case study : work out a procedure on how to delay disclosure. - Brexit : 6th case study : work out how to prepare. 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 (from a comparative perspective). - 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. - Architecture of ﬁnancial markets oversight in the Brexit context – Explain the role of international standards, the concepts of convergence and regulatory arbitrage and work on the European integrated model of ﬁnancial supervision. - How to regulate cross-border activities ? Case study on Brexit (4h session) – Work around the concepts of extraterritoriality, deference and equivalence and the regulatory tools that could be used by regulators to regulate cross-border activities. - Shadow banking – key features and case study – Understanding the complex notion of “shadow banking” and how regulation can minimize the shadow banking risks posed to ﬁnancial stability. Required reading : Sessions 1-6 :Directive 2013/36/EU, Becht/Bolton/Roell, Oxford Review of Economic Policy, 27 (2011)437 ; Zingales, Journal of Finance 70 (2015)1327 ; Baum/Hale/ Morﬁt/Larcker/Tayan, Stanford Closer Look Series, April 25, 2017 ; Gibbs, Past, Present, and Future Compensation Research : E