In today’s business world, understanding of how investing works is an essential skill. Lawyers and business leaders must deal with investment products in many areas of law, including  corporate finance, inheritance law, family law, taxation and the like.  Others may provide professional services directly to investment sponsors and investment intermediaries, such as share and bond issuers, investment firms, banks, alternative investment funds.  Finally, as professionals, personal financial success may depend on understanding and capitalizing on investment opportunities. 

This course is designed to introduce the operational and regulatory foundations of investing. Initially, the course introduces fundamental concepts used to regulate, understand and evaluate investment products. Next, it surveys a wide range of EU investment products by asking some basic questions: 1) How should an investment product be evaluated? 2) What is the regulatory framework of the investment product and what investor risks and safeguards does it provide? 3) How do all the participants make money?  In addition to these questions, public policy considerations, as well as alternative US business models, will be discussed.  The lectures emphasize EU regulatory authority over investment products by referring to relevant EU Regulations and Directives.  

First Lecture: Overview of  EU Securities Regulation: Private and Public Securities Offerings, Investment Firms, Trading Platforms and Collective Investment Schemes.

EU Savings and Investment Union and Retail Investment Strategy.

Investing in Corporate Shares and Bonds Part I: Risk – Reward Theory, Modern Investment Portfolio Theory, Investing vs Trading, Direct Investing vs. Collective Investment Schemes, Retail vs. Professional Investors and Agency Theory.

Second Lecture:  Investing in Corporate Shares and Bonds Part II: Investment Strategies, Investment Metrics and Research, Investment Strategy Execution (Trading Platforms), Investment Leverage and the Role of EU Investment Firms.

The Role of Disclosure: Information Asymmetry, Efficient Market Hypothesis and EU Mandated Investment Product Disclosure. 

Third Lecture: Investing in Collective Investment Schemes Part I:  EU Money Market Funds and EU Undertakings for Collective Investment in Transferable Securities (UCITS). 

Fourth Lecture: Investing in Collective Investment Schemes Part II: EU Alternative Investment Funds: Private Equity, Hedge, Retail and Credit Funds.

Fifth Lecture: Investing in Collective Investment Schemes Part III: EU Specialty Funds: European Venture Capital Fund (EuVECA), European Long-term Investment Funds (ELTIF) and European Social Entrepreneurship Fund (EuSEF).   

Sixth Lecture: Investing in Collective Investment Schemes Part IV: Exchange Traded Funds, and Investing in EU, European Government, and European Investment Bank Bonds.

Seventh Lecture: Investing in EU Structured Retail Products and EU Securitizations. 

Eighth Lecture: EU Debate over Shareholder Primacy v. Stakeholder Justice;  EU Enforcement and EU Regulation of Investments Products .

After completing this course, a student should understand the applicable regulatory framework, operational structure and investment suitability of EU investment products.

Attendance is mandatory. Students must be present at least 80% of class time.

Input from lecturers, presentations by students, group discussions

A student’s grade for this course is based on three components.  Frist, class participation counts for 35% of the course grade.  Second, students will form small groups and present to the class a legal analysis of an assigned EU investment product topic.  A list of potential topics to choose from will be provided.  This presentation component accounts for 30% of the course grade. Third, each student will submit a short research paper (5-7 pages) on an investment product topic. The student may select the topic or request assistance in selecting a topic. The short research paper should identify the relevant EU Regulation or Directive at issue. This short research paper component accounts for 35% of the course grade.     

Registration via LPIS will follow the usual first-come, first-served principle.

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No prior knowledge of investment products, economics or finance is required for this course. All reading assignments are available on the internet.

U.S. Securities & Exchange Commission (“SEC”) Disclaimer:

The U.S. Securities & Exchange Commission disclaims responsibility for any private publication or statement of any Commission employee or Commissioner.  This course expresses the views of Brian Carroll, a Commission employee, and does not necessarily reflect those of the Commission, the Commissioners or other members of the Commission staff.  

Use of this syllabus, course materials and lecture content for any purpose without the written authorization from the author / lecturer (Brian Carroll) is strictly forbidden.

Students need to access information during the class sessions and, therefore, are required to bring to class a laptop computer or a mobile device.