GRA 6214 Corporate Law - Transactions, Stock Exchange and Securities Regulation
The course covers company and securities law provisions related to equity transactions (i.e. transactions altering the company's equity, i.a. share issues, demergers and mergers) and acquisitions of joint stock companies and public joint stock companies. The course will also give a short overview of various forms of corporate financing. Several of the topics covered in the course are on the borderline between different legal areas, and an overall understanding of the rules within the relevant legal areas is important to understand the conduct of the participants in the capital markets. The course covers Norwegian law only.
The course shall provide comprehensive knowledge about Norwegian company law provisions regarding various forms of equity transactions and equity instruments. The course shall also provide comprehensive knowledge about relevant Norwegian company law provisions in relation to acquisitions. The course shall also provide an overview of Norwegian legal provisions regarding various forms of corporate finance for joint stock companies ("aksjeselskap") and public joint stock companies ("allmennaksjeselskap"). The course shall provide a comprehensive overview of relevant Norwegian securities law provisions regarding equity transactions and acquisitions.
The students shall learn to define important legal issues related to company transactions based on a given situation, to identify the relevant company law, stock exchange law and securities law regulations that regulate these issues, to indicate the main arguments for applying the relevant rules of law in the relevant situation, and to conclude how the problem must be solved. The students shall in particular be able to identify what is insider information in the various phases of the transaction processes.
The students shall also learn to give an independent account of the main rules in company law, stock exchange law and securities law relating to company transactions.
The students shall develop an ability to reflect and discuss the reasoning behind, and the main functions of, the various company, stock exchange and securities rules relating to company transactions. They shall develop an understanding of the values and interests that the regulations are meant to safeguard.
- I. Equity transactions
- Share issues (including public offerings, prospectus regulations, stock exchange listing etc.) and capital reductions
- Mergers and demergers (including securities law provisions in relation to prospectus and cross-border mergers). The borderline towards accounting and tax law issues of specific relevance to this topic may also be covered.
- Specific equity instruments and "hybrids" (including convertibles, subordinated loans, warrants, options and warrant-shares
- Securities law provisions regarding acquisitions (including flagging, mandatory offers, disclosure obligations etc.)
- Relevant company law provisions concerning acquisitions (including anti-take over defence, transfer- and voting-limitations, the duties of the board of directors and squeeze-out provisions)
- Forms of capital - groups of equity, debt and hybrids
- Acquisition financing
- Company group financing
Lectures, discussions and exercises. It is expected that the students make preparations for the lectures. Not all topics will be covered in the lectures. The course will be in Norwegian language.
Please note that while attendance is not compulsory in all courses, it is the student’s own responsibility to obtain any information provided in class that is not included on It's learning or text book.
This course belongs to the major in Business Law, Tax and Accounting as a 4th semester compulsory course. Final class for this major is 2017-2019, and resit examinations will be planned.
All courses in the Masters programme will assume that students have fulfilled the admission requirements for the programme. In addition, courses in second, third and/or fourth semester can have specific prerequisites and will assume that students have followed normal study progression. For double degree and exchange students, please note that equivalent courses are accepted.
GRA 6213 Selskapsrett - selskapsformer
|Exam category||Weight||Invigilation||Duration||Support materials||Grouping||Comment exam|
Form of assessment:
Internal and external examiner
Examination when next scheduled course
|100||Yes||5 Hour(s)||Individual||Written examination under supervision.|
|Form of assessment:||Written submission|
|Support materials:|| |
|Comment:||Written examination under supervision.|
|Resit:||Examination when next scheduled course|
A course of 1 ECTS credit corresponds to a workload of 26-30 hours. Therefore a course of 6 ECTS credits corresponds to a workload of at least 160 hours.