Structuring and drafting financing transaction documentation requires experience and a solid skills set in various areas of law. Thus, next to a strong practical element the course also focuses on the legal tool box required to work in this field. Legal theory is then applied to practical issues and cases. Topics are for example:

- civil law and regulatory legal issues with respect to lending and related business;

- legal framework with respect to granting and obtaining various forms of security;

- introduction to supervisory law and banking law (including banks’ general terms and conditions);

- overview on relevant insolvency law frameworks;

- relevant corporate law concepts, in particular capital maintenance rules; as well as

- questions regarding process and enforcement.

Presentation of theoretical basics and practical issues in an international finance transaction, by way of a case study on a (simplified) syndicated financing of a cross-border acquisition. Participants shall be provided with insights of the various transaction steps, ranging from the negotiation of a term sheet between the borrower and the arranging banks to the utilisation of the facility. These are:

- negotiation of the basic parameters of the transaction (term sheet);

- negotiation of a mandate letter;

- drafting and negotiation of the facility agreement;

- drafting and negotiation of the security agreements;

- preparation and fulfilment of the conditions precedent for the drawdown of the facility;

- drawdown of the facility; and

- with respect to each of these steps, issues resulting from the international character and cross-border nature of the transaction.

Students cannot miss more than one unit in order to complete the course.

Teaching theoretical and practical basics by way of lectures; moderated team work and discussions during the sessions; independent preparation of presentations between the sessions by the participants and discussing these in the next session.

1. participation and contributions during sessions – 50% of the final grade;

2. presentation (or delivery of a paper) – 20% of the final grade (graded per group (10%) and individually (10%)); and

3. final exam, consisting of open questions and multiple choice questions – 30% of the final grade.

Students with passed exams in civil law (Bürgerliches Recht) and commercial law (Unternehmensrecht) or equivalent skills and interest in commercial law related matters.

Via e-mail or during the sessions.