FINANCIAL MARKETS LAW

Raffaele Lener

Instructional goals

The course aims to provide students with a systematic knowledge of financial markets law through the study of the main legal institutions governing the securities market and the banking market. It will examine the role of regulation and supervision, the subjects operating in the markets, the relevant assets and transactions, as well as the legal framework governing investment services, public offerings and market abuse. The course will also explore the main features of banking undertakings, banking activity, supervision and banking crises, together with the most significant banking contracts and the related transparency rules. The course also aims to develop students’ ability to read legal sources critically, to connect European rules with domestic law, and to apply the legal categories studied to concrete cases.

Prerequisites

Knowledge of private law, business law and European Union law.

Intended learning outcomes

- Knowledge and understanding of the main legal institutions: students will acquire a solid knowledge of the main legal institutions that characterise financial markets law, with particular reference to the structure and functioning of the securities market and the banking market, the role of regulation and supervision, the subjects operating in the markets, the relevant assets and transactions, as well as the main features of investment services and banking contracts. - Ability to apply knowledge and understanding of legal institutions: students will demonstrate a sound understanding of the relevant legal institutions and a marked ability to apply the legal tools and concepts examined during the course to case law and practical cases analysed in seminars and class exercises. - Autonomy of judgment: thanks to the methodologies acquired during the course, students will be able to identify and collect case law and legislative materials within the multi-level framework of financial markets law and to assess such materials critically and independently in order to identify appropriate solutions to concrete cases submitted to their attention. - Communication skills: through active participation in the course, its teaching activities and related exercises, students will be able to use correctly the terminology and technical legal language specific to the subject. They will thus acquire communication skills that may be used in different professional contexts after graduation. - Learning skills: the body of knowledge acquired during the course and the understanding of the fundamental principles of the subject will enable students to deepen further the topics covered by the course and to update their knowledge independently in post-graduate professional contexts.

Course Contents

The course examines the legal framework of the financial market and the banking market. It will examine the general profiles of the financial market, the role of regulation and supervision, the relevant market actors, assets and transactions, with particular attention to investment services, public offerings and market abuse. Part of the course will also be devoted to the banking market, public controls over banking activity, the main features of banking undertakings, supervision and banking crises, as well as the principal banking contracts and the transparency rules governing relations with clients.

Reference Books

Lener R. – Corrias P. (a cura di), Manuale di Diritto dell’Economia, Giappichelli, 2024. ISBN: 9791221110265 Limited to Part I and Part II (pp. 1-256).

Teaching Methods

Lectures – class exercises – group work.

Assessment Method

The examination consists of an oral interview in which students must demonstrate knowledge and understanding of the legal institutions and principles of financial markets law and banking law, as well as the ability to apply them to practical cases submitted by the lecturer through concrete examples. Students must also be able to analyse independently the relevant legal sources and interpretative approaches relating to the topics covered by the course and to use correctly the technical legal language of the subject, thereby demonstrating that they have acquired the study method and learning skills necessary to continue deepening their knowledge independently after the course. For the purpose of awarding marks out of thirty, the following assessment criteria will be taken into account: - knowledge and understanding of the legal institutions and principles of the subject, and ability to apply them to concrete cases (60%); - participation in the class exercises carried out during the course (20%); - active and regular participation in lectures (20%). Gaps in the knowledge of one or more legal institutions or principles will result in an insufficient mark even where a basic knowledge of the subject is otherwise demonstrated.

Thesis assignment criteria

Attendance of the course and successful completion of the examination.

Week 1

WEEK 1 INTRODUCTION TO THE COURSE. THE NOTION OF FINANCIAL MARKET. REGULATED MARKETS. Contents: typological features of the financial market; the market as a normative concept; collective interest and individual interest; regulated market and the development of fintech.

Week 2

WEEK 2 REGULATORY INTERVENTION IN THE FINANCIAL MARKET. Contents: transparency, primary and secondary markets, informational efficiency, limits of formalistic disclosure, investor protection, suitability, product governance, product intervention, sustainable finance.

Week 3

WEEK 3 THE SUBJECTS OF THE FINANCIAL MARKET Contents: European and national supervisory authorities; coordination among authorities; investment firms; reserved activities; investment services; off-premises and distance selling; collective asset management; trading venues.

Week 4

WEEK 4 THE ASSETS OF THE FINANCIAL MARKET Contents: financial instruments; transferable securities; money-market instruments; units or shares in collective investment undertakings; derivatives; financial products.

Week 5

WEEK 5 TRANSACTIONS IN THE FINANCIAL MARKET Contents: investor protection and client classification; disclosure duties and conduct of business rules; investment contracts; conflicts of interest; public offerings and the prospectus; exemptions; admission to listing; takeover and exchange offers; insider trading and market manipulation.

Week 6

WEEK 6 CLASS EXERCISE Contents: class exercise on the topics covered in the first part of the course, with particular reference to the notion of financial market, regulatory intervention, the subjects, assets and transactions of the financial market. The activity will be aimed at assessing students’ ability to frame systematically the legal institutions examined and to apply the related legal categories to concrete cases.

Week 7

WEEK 7 INTRODUCTION TO THE BANKING MARKET Contents: the bank and its origins; the bank as a financial intermediary; maturity and liquidity transformation; money creation; risks of banking activity.

Week 8

WEEK 8 SOURCES OF BANKING LAW AND SUPERVISION Contents: European and national legislation; the Lamfalussy method and the Banking Union; objectives and powers of supervisory authorities; European and national authorities.

Week 9

WEEK 9 BANKING ACTIVITY AND AUTHORISATION Contents: the notion of banking activity; cooperative credit and ethical and sustainable finance; authorisation; prudential requirements; sound and prudent management; banking corporate governance.

Week 10

WEEK 10 ONGOING SUPERVISION AND BANKING CRISIS Contents: ongoing supervision; early intervention; failure; resolution; compulsory administrative liquidation; protection of depositors.

Week 11

WEEK 11 BANKING CONTRACTS AND CUSTOMER PROTECTION Contents: bank current account, bank deposits, overdraft facilities, bank advances, discounting, loan agreements, purpose loans, mortgage loans, usury, guarantees in credit transactions, transparency rules, information asymmetries, consumer credit, amendment of contractual conditions, withdrawal and portability.

Week 12

WEEK 12 Class exercise Contents: class exercise on the topics covered in the second part of the course, with particular reference to the banking market, banking activity, supervision, banking crisis, banking contracts and customer protection. The activity will be aimed at assessing students’ ability to frame systematically the legal institutions examined and to apply the related legal categories to concrete cases.