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STUDY PACK

LLM/MA FINANCIAL MARKETS AND


REGULATIONS

TABLE OF CONTENT

1. Academic Calendar
2. Lecture Room (Venue)
3. Available First & Second Semester Courses
4. Lecture Timetables
5. Special Papers and Dissertation
6. Grading System for course work
7. Course Outlines and Reading lists
2023/2024 ACADEMIC YEAR
FIRST SEMESTER
GRADUATE STUDENTS
ACTIVITY SCHEDULE (13 WEEKS OF TEACHING)
Registration begins Monday, August 14, 2023
Fresh Students Report Thursday, October 5, 2023
Students Orientation Friday, October 6, 2023
Teaching of Ghana Legal System and Method (2 Weeks) Monday, October 9, 2023 – Friday, October
20, 2023
Teaching of Research Methodology Monday, October 23 – Friday, October
27, 2023
Teaching of all Courses Begins Monday, October 30, 2023
Deadline for Regular Registration, Add/Drop of Monday, October 30, 2023
courses/Deferment
Registration for Re-sit of First Semester Courses (Main Monday, November 6 – Friday, November 17,
Exams) 2023
Registration Period for Supplementary Re-Sit Exams for Monday, November 20 – Friday, November 24,
Second Semester courses 2023
Interim Assessment Monday, November 20 – Friday, December 1,
2023
Academic Prizes Ceremony Date to be determined
Christmas Break Saturday, December 23 – Sunday, January 7,
2024
Congregation for 2022/2023 Academic Year Date to be determined
Teaching Resumes Monday, January 8, 2024
Aggrey-Fraser-Guggisberg Memorial Lectures Date to be determined
Students’ Evaluation of Lecturers Monday, January 15 – Friday, January 19, 2024
Teaching Ends Friday, January 19, 2024

Revision Monday, January 22 – Friday, January 26, 2024


First Semester Main Examinations Saturday, January 27 – Sunday, February 11,
2024
Supplementary Re-Sit Examinations for Second Monday, February 12 – Friday, February 23,
Semester Courses (All Students) 2024
Inter-Semester Break Monday, February 12 – Thursday, April 25,
2024

1
2023/2024 ACADEMIC YEAR
SECOND SEMESTER

GRADUATE STUDENTS

ACTIVITY SCHEDULE (13 WEEKS OF TEACHING)

Registration begins Monday, April 15, 2024


All Students Report Friday, April 26 - Sunday, April 28, 2024
Teaching Begins Monday, April 29, 2024

Deadline for Registration/ Add/ Drop of courses/ Friday, May 20, 2024
Deferment
Registration for Re-Sit examinations for Second Monday, June 10 – Friday, June 21, 2024
Semester Courses (Main Exams)
Registration for Supplementary Re-Sit Exams for First Monday, June 24 – Friday June 28, 2024
Semester Courses
Interim Assessment Monday, June 10 – Friday June 21, 2024

Students’ Evaluation of Lecturers Monday, July 22 – Friday, July 26, 2024


Teaching ends Friday, July 26, 2024

Revision Monday, July 29 – Friday, August 2, 2024

Second Semester Main Examinations Saturday, August 3 – Sunday, August 18, 2024

Vacation From Monday, August 19, 2024

Supplementary Re-Sit Examinations for First Semester Monday, August 19 – Sunday, August 25, 2024
Courses (All Students)

2
Lecture Venues

No Programme Venue
1. Alternative Dispute Resolution New Block 1 (The Shrine)

2. Corporate and Commercial Law Old Block, 2nd Floor, Lab. 1

3. Energy Law New Block 2, NNB 3 - A

4. Financial Markets Law and Regulations Old Block, 2nd Floor, Lab. 3

5. Gender and the Law Old Block, Ground Floor, Hall 10

6. Health Law and Ethics Old Block, Ground Floor, Hall 2

7. Human Rights Law Old Block, First Floor, Room 11

8. International Law New Block 2, NNB 1 - A

9. IT Law New Block 2, NNB 2 - A

10. Labour Law New Block 2, NNB 2 - B

11. Law and Development New Block 2, NNB 1 - C

12. Law and Practice of Public Administration New Block 2, NNB 2 - C

13. Maritime Law and Ocean Governance New Block 2, NNB 1 - B

14. Micro, Small and Medium Enterprises Old Block, 2nd Floor, Lab. 2

15. National Security Law and Practice New Block 2, NNB 3 - C

16. Natural Resources Law New Block 2, NNB 3 - B

17. Tax Law, Policy, and Practice Old Block, 2nd Floor, Lab. 4
AVAILABLE FIRST SEMESTER COURSES FOR THE
NEW MASTERS PROGRAMMES 2023/2024
LLM/MA FINANCIAL MARKETS AND REGULATIONS

FIRST SEMESTER COURSES

CORE

1. MFMR 601 Introduction to Financial Markets and Exchanges

2. MFMR 603 Principles of Financial Markets Regulation


3. MFMR 615 International Financial Markets and Securities Regulation
4. MFMR 617 Financial Markets Regulation in Ghana
5. MTPP 603 Business Law (MA Only)
6. MCCL 613 Law of Corporate Taxation (LLM Only)
7. SLAW 603 Research Methodology
8. MFMR 690 Seminar (LLM & MA)

NO ELECTIVES

SECOND SEMESTER COURSES

CORE

1. MFMR 602 Financial Markets Regulation and Corporate Governance

2. MFMR 604 Anti Money Laundering and Related Financial market Practices
3. MFMR 606 Financial Market Regulation in Ghana
4. MFMR 610 Law of Corporate Finance
5. MFMR 612 Corporate Insolvency and Restructuring Law
6. MCCL 608 Corporate Business Transactions (LLM Only)
7. SLAW 620 Special Paper (LLM & MA)
8. SLAW 640 Dissertation (LLM Only)

NO ELECTIVES
LLM/MA SPECIAL PAPERS
A Special Paper in the School of Law is a research paper that essentially seeks to critically evaluate or
assess knowledge in a given academic field.

All Master of Arts (MA) students are required to write a Special Paper. Master of Laws (LLM) students
may write either a Special Paper or a dissertation.

Every student must write one (1) Special Paper, which must be passed in order to qualify for the award of
a degree.

The questions for the Special Papers may either be set by lecturers or determined by the students. Kindly
ask your course coordinator for the rules governing your course. Where the questions are set by the
lecturer, students will receive the questions by the end of the third week of the semester.

Special Papers are not supervised; students are required to work independently. The Special Paper carries
six (6) credits.

Students need not write their names on their Special Papers. Students must write their index numbers on
their papers.

The length of the Special Paper should be ten thousand (10,000) words. Students will not be penalized for
papers which exceed or fall short of the imposed word limit by up to 15%. The word limit excludes
footnotes, figures, tables, photographs, and appendices.

A Special Paper should have an abstract. The referencing style for Special Papers is the Oxford University
Standard for the Citation of Legal Authorities (OSCOLA).

The font size should be a 12-point font in Times New Roman, with 1-inch margins on all sides. Your
paper should be 1.5-spaced. The footnotes should be single-spaced.

A Special Paper should have an introduction and a conclusion. The introduction should state the
arguments that the student seeks to make in the paper or what the paper seeks to achieve. For example:

In this paper, I argue that the right of migrant street children to education is not adequately protected
because the enforcement methods and mechanisms which exist for the protection of this right are weak
and ineffective.

The introduction should also include a roadmap, explaining how the students intend to achieve the aim of
the paper. For example:

I will first discuss the legal framework for the protection of the rights of migrant children in Ghana. This
will be followed by an examination of the extent to which the mechanisms for the implementation of the
laws are effective. Lastly, the study will analyse interviews held with policymakers and representatives of
stakeholder agencies.

Special Papers should include footnotes. No Special Papers should be written without footnotes.
Footnotes must be numbered consecutively throughout the paper. Do NOT use endnotes. Special Papers
should not include in-text citations. The in-text citation style uses the author's last name and the year of
publication in the text. For Example:

Plagiarism refers to the inappropriate or unethical use of intellectual property. (Mensah, 2023). It is
important that you acknowledge the sources of data, research and ideas on which you have drawn by
including references to, and the full details of, these sources in your work. (Bloch, 2011).
a) Turning in someone else's work as your own.

b) Directly quoting another person's actual words.

c) Using another person's ideas, opinions, or theories.

d) Paraphrasing the words, ideas, opinions, or theories of others in a way that


relies too heavily on their language or syntax.

e) Borrowing facts, statistics, or illustrative material without acknowledgement.

f) Offering materials assembled or collected by others, without acknowledgement.

g) Falsely creating a citation that does not exist.

Plagiarism is an offence. Plagiarism is “to represent, without acknowledgement of its authorship by


another, an expression of an idea or work of another in any academic examination or term test or in
connection with any other form of work attributed to an individual, such as a publication, invention or
creative work.” (UG Plagiarism Policy)

In other words, plagiarism is presenting others’ work without adequate acknowledgement of its source, as
though it were one’s own. Plagiarism is a form of fraud and has serious consequences in the University of
Ghana.

You are required to study the “PLAGIARISM POLICY (2016)” of the University of Ghana and the
“GUIDELINES FOR USING THE TURNITIN SOFTWARE TO DETERMINE PLAGIARISM IN
UNIVERSITY OF GHANA (2016).”
Note that ALL of the following are considered forms of plagiarism:
LLM DISSERTATION
A Dissertation in the University of Ghana School of Law is a twenty thousand (20,000) word independent
research paper that thoroughly investigates a particular topic under the guidance of a faculty supervisor.
Among other tasks, a dissertation may:

a) Replicate an existing study in a different setting.

b) Extend a previous study.

c) Develop or test out a methodology or method.

d) Apply a theoretical idea to a real-world problem.

A Master of Laws (LLM) student may write either a dissertation or a Special Paper. A Master of Arts
(MA) student cannot write a dissertation. Students must choose their own dissertation topics in
consultation with their supervisors.

After the title of the dissertation or thesis has been approved, it may not be changed except with the
written permission of the Board of Graduate Studies on the recommendation of the Department and the
appropriate School Management Committee. (Para 3.33.1. of the University of Ghana Masters
Handbook.)

A Dissertation carries twelve (12) credits. The length of a dissertation should be twenty-thousand words
(20,000) words. The word limit excludes the reference list, figures, tables, photographs, and appendices.
Yes, the dissertation must have an abstract. It should not be longer than two pages (double-spaced).

A Dissertation must have an abstract. It should not be longer than two pages (double-spaced). The
referencing style for dissertations is the Oxford University Standard for the Citation of Legal Authorities
(OSCOLA).

A Dissertation should have a section titled Literature review. The purpose of the literature review is to
critically review the research related to a student’s topic by identifying gaps in current knowledge; by
showing limitations of theories and points of view; and then by formulating areas for further research. A
literature review is not a summary of prior research. A literature review:

a) Surveys the literature in your chosen area of study.

b) Synthesises the information in that literature into a summary.

c) Critically analyses the information gathered by identifying gaps, showing limitations,


and reviewing areas of controversy.

d) Presents the literature in an organised manner.

A Dissertation should include footnotes. No dissertation should be written without footnotes. Footnotes
must be numbered consecutively throughout the paper. Do NOT use endnotes.

A Dissertation should not include in-text citations. The in-text citation style uses the author's last name
and the year of publication in the text. For Example:

Plagiarism refers to the inappropriate or unethical use of intellectual property. (Mensah, 2023). It is
important that you acknowledge the sources of data, research and ideas on which you have drawn by
including references to, and the full details of, these sources in your work. (Bloch, 2011).

A Dissertation should include a reference list. All references in the reference list must have been cited in
the paper. In other words, include a reference list and not a bibliography, which includes reading material
not actually cited in the paper.

h) turning in someone else's work as your own.

i) Directly quoting another person's actual words

j) Using another person's ideas, opinions, or theories.

k) Paraphrasing the words, ideas, opinions, or theories of others in a way that


relies too heavily on their language or syntax.

l) Borrowing facts, statistics, or illustrative material without acknowledgement.

m) Offering materials assembled or collected by others, without


acknowledgement.

n) Falsely creating a citation that doesn't exist.

Plagiarism is an offence. Plagiarism is “to represent, without acknowledgement of its authorship by


another, an expression of an idea or work of another in any academic examination or term test or in
connection with any other form of work attributed to an individual, such as a publication, invention or
creative work.” (UG Plagiarism Policy)
In other words, plagiarism is presenting others’ work without adequate acknowledgement of its source, as
though it were one’s own. Plagiarism is a form of fraud and has serious consequences in the University of
Ghana.

You are required to study the “PLAGIARISM POLICY (2016)” of the University of Ghana and the
“GUIDELINES FOR USING THE TURNITIN SOFTWARE TO DETERMINE PLAGIARISM IN
UNIVERSITY OF GHANA (2016).” Note that ALL of the following are considered forms of plagiarism:
GRADING SYSTEM FOR COURSE WORK

Grade Numerical Marks (%) Interpretation Grade Point


A 80 - 100 Excellent 4.00
B+ 70 – 79 Very Good 3.50
B 60 - 69 Good 3.00
C 50 - 59 Pass 2.00
D 30 - 49 Fail 1.50
F 0 - 29 Fail 1.00
Z - Disqualification -
I - Incomplete with justification -
Y - Continuing -
X - Incomplete without justification -

Grade Point (GP): Each Grade shall be assigned equivalent grade point as indicated above. The number
of (grade) points earned by a student for each course completed is computed as the product of the number
of credits for the course and the grade point equivalent of the grade obtained in that course.

Cumulative Grade Point Average (CGPA): The student’s cumulative grade point average shall be
calculated by dividing the total number of grade points obtained, up to any specified time, by the total
number of credits for all courses for which the student has registered up to that time.

Final Grade Point Average (FGPA): The FGPA shall be the CGPA for all courses under consideration
calculated up to the end of a student’s academic programme.

DEFINITION OF GRADES
Pass Grades: Grades A, B+, B, and C constitute Pass grades.

Failure Grades: Grades D, F, X, Z constitute Failure grades.

Continuing: A grade Y (for Continuing) shall be awarded at the end of a semester to any student who is
taking a course that continues into the next semester.

Non-Completion of Course: i. A grade I (for Incomplete) shall be awarded to a student who is unable to
complete a course for reasons adjudged by the Board of Graduate Studies as acceptable. Such a student
shall be expected to complete the course the very next time the course is available. ii. A grade X shall be
awarded to a student who is unable to complete a course for reasons adjudged by the Board of Graduate
Studies as unacceptable.

Disqualification: i. A grade Z denotes disqualification from an examination as a result of an examination


malpractice or offence, and shall be awarded whenever it is established that a candidate had attempted to
gain an unfair advantage in an examination. ii. A candidate awarded a grade Z may be barred from taking
a University Examination for a stated period, or indefinitely, or may be expelled from the University. iii.
A grade Z may be awarded only by the Board of Graduate Studies.
Where applicable, candidates shall have up to 3 weeks (21 days) from the commencement of the semester
within which to ADD or DROP courses.
After 21 days of the semester, departments shall publish for verification by students, lists of registered
candidates for the courses offered by the department. The lists of registered candidates shall be forwarded
to the Academic Affairs Directorate before the end of the sixth week of the semester. The lists shall be
deemed as constituting final registration for end-of-semester examination. This means that by the end of
the sixth week, students whose names do not appear in any course list shall not be allowed into the end-
semester examination for that particular course. Similarly, students who are duly registered for a course
but who fail to take the end-of-semester examination for that course shall be deemed to have absented
themselves from the examination of that particular course, for which grade X shall be awarded.

STUDENT IN GOOD STANDING: A student in good standing shall be one who would have passed a
minimum of 24 graduate level credits at the end of the second semester or Part I examinations and has
obtained a Final GPA of 2.50 or better.
Where a student does not pass the required minimum of 24 graduate level credits as stated above, he/she
shall be deemed not to be in good standing and shall be asked to withdraw.
Notwithstanding the provision in above, candidates who fail to make the Final Grade Point Average of
2.50 or better at the end of their graduate course work would be deemed to have failed even if they have
passed the required minimum of 24 graduate level credits. Such candidate(s) shall be asked to withdraw.
If a candidate obtains the minimum number of 24 credits required at the end of the Part I examinations,
but fails in more than two core courses, the candidate shall be withdrawn.

RE-TAKING COURSE WORK: MA and equivalent programmes For all 12 – 18 months graduate
programmes, a candidate may be permitted to re-take failed courses at the next regular opportunity. A
candidate who fails a second-semester course may submit his/her dissertation and apply to re-take the
failed course during the second semester of the next academic year.

Grading System for Dissertation/Thesis/Long Essay/Project Work

Grade Numerical Mark (%) Interpretation


A 80 – 100 Excellent
B+ 70 - 79 Very Good
B 60 - 69 Good
C 50 - 59 Referred
F 0 – 49 Fail

A candidate who is scored grade “A” by all examiners, including the oral examination, shall be awarded
Distinction in the thesis or dissertation.

A separate report, duly signed, shall be submitted by each Examiner to the Board of Graduate Studies in
respect of a dissertation or thesis submitted.

The Examiners’ reports on a dissertation or thesis shall indicate as comprehensively as possible whether
or not the candidate demonstrates a good general knowledge of a particular field of learning within which
the subject of his/her dissertation or thesis falls; whether or not the presentation of the candidate’s
material is satisfactory; and whether or not the dissertation or thesis meets the requirements of the degree
for which it is submitted.
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023 ACADEMIC
YEAR
COURSE SYLLABUS

MFMR603 PRINCIPLES OF FINANCIAL


MARKETS REGULATION
3 Credits

Lecture Period(s) and Venue: Tuesday 6pm – 9pm

Course Instructor(s)

 Mr. Courage A. Asabagna


 Second Floor - UGSoL
 caasabagna@ug.edu.gh

Introduction/Subject or Course Overview


This course is to provide students a general introduction and understanding of the basic concepts and
principles of financial markets and securities regulation. Thus, understand the principles that serve as the
basis for the enacting of the relevant legal framework for regulating the financial market at both the
national and international levels. The principles are developed based on the objective of ensuring
investor protection; ensuring market fairness, equity, and transparency; and the reduction of systemic
risk.

Course Objective/Goals:
This course will aim to:
1. Help students understand the basic precepts of financial markets and securities regulation.
2. Discuss the legal framework of financial market regulations at the domestic and international levels.
3. Review the different pillars of financial sector regulation including conduct of business rules,
markets infra-structure, corporate governance, and financial stability, and their different
translation into the regulation and supervision of different pieces of the financial markets
structure, namely banking, securities and financial products, derivatives and equity markets
4. Discuss issues around benchmarks, and the impact of some financial products designed to
mitigate risks, alternative payment systems, and the relationships and interferences between the
economic and political sphere and the degree of control of financial activity, among others
5. Identify and analyze the effects of countercyclical buffers in banking, nature and regulation of
Money Market Funds, potential threats to the soundness of the economy from regulatory arbitrage,
and related issues

Learning Outcomes
On completion of the course, students should be able to:
1. Enable students to examine the global financial market and securities issues and the environment
within which it operates.
2. To be able to analyze, explain, and evaluate the conflicting approaches to the regulation of financial
markets and securities at the international level.
3. Demonstrate an in-depth understanding of the international standards, codes, and principles required of
financial market and securities firms at the international level.
4. Help students to apply econometric techniques for an applied analysis of financial market policies.

Course Delivery (optional): Lectures, presentations, and tutorial discussions

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg: Mid-‐Semester Test/Interim Assessment 50%
Final Exam 50%

Grading Scale:
Refer to graduate Handbook.

Reading List /Required Text

1. Armour, J., Awrey, D., et al. (2016). Principles of Financial Regulation. Oxford University Press.
2. Barr, M., Jackson, H., et al. (2018). Financial Regulation: Law and Policy (University Casebook
Series) (2nd Edition). Foundation Press.
3. Brunnermeier, M., Crockett, A., Goodhart, C. A., Persaud, A., & Shin, H. S. (2009). The
fundamental principles of financial regulation (Vol. 11). ICMB, Internat. Center for Monetary and
Banking Studies.
4. Moloney, N. (2018). The Oxford Handbook of Financial Regulation. Oxford University Press.
5. Samuel, M. M. (1988). International financial markets and regulation of trading of international
equities. Cal. W. Int'l LJ, 19, 327.

Other Information
COURSE DELIVERY SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 Introduction: Principle and Theories of References
Financial Markets Regulations I Alexander, K., Dhumale, R., & Eatwell,
J. (2005). Global governance of financial
This lecture will present an overview of the systems: the international regulation of
evolution of theory and method in law and systemic risk. Oxford University Press.
finance, the changing system; the economic
development; the financial system and the Moloney, N. (2018). The Oxford
Handbook of Financial Regulation.
law. We will continue to look at the genesis Oxford University Press.
of crises and regulation of the financial
system; the role of the financial system as Batten, Jonathan A.; Szilagyi, Peter G.,
well as what financial intermediation entails. (2011). Contemporary Studies in
The lecture will also highlight the goals and Economic and Financial Analysis. (pp.
strategies of financial regulation and the 709-718). Emerald Group Publishing
Limited
limits of financial regulation.
Anne L. M. (2009). The Origins of
English Financial Markets: Investment
and Speculation before the South Sea
Bubble: (Cambridge Studies in Economic
History - Second Series). Cambridge
University Press

Papers/Articles
Allen, F., & Santomero, A. M. (1997).
The theory of financial
intermediation. Journal of banking &
finance, 21(11-12), 1461-1485.

Merton, R. C., & Bodie, Z. (1995). A


conceptual framework for analyzing the
financial system. The global financial
system: A functional perspective, 3-31.

WEEK 2 Introduction: Principle and Theories of References


Anne L. M. (2009). The Origins of
Financial Markets Regulations II
English Financial Markets: Investment
and Speculation before the South Sea
In this lecture, we will discuss the theory of Bubble: (Cambridge Studies in Economic
financial markets and later give an History - Second Series). Cambridge
overview of information intermediaries. University Press

The lecture will delve deeper into what Armour, J., Awrey, D., et al. (2016).
market structure is and what it entails. It will Principles of Financial Regulation.
also highlight issuer disclosure regulation; Oxford University Press.
trading and market integrity and uncover
what financial service there are and their Melicher, R. W., & Norton, E. A.
operations using the practice and institutions (2013). Introduction to finance: markets,
in the United States. investments, and financial management.
John Wiley & Sons.
With Financial instruments in the focus, we
will further discuss the various branches Samuel, M. M. (1988). International
and examples in the international financial financial markets and regulation of
market (like bonds and equities) trading of international equities. Cal.
W. Int'l LJ, 19, 327.

Articles/Papers
Allen, F., & Santomero, A. M. (2001).
What do financial intermediaries
do?. Journal of Banking &
Finance, 25(2), 271-294.

WEEK 3 Banks and Specialised Deposit-Taking References


Institutions in Ghana Armour, J., Awrey, D., et al. (2016).
Principles of Financial Regulation.
In this lecture, we launch a discussion into the Oxford University Press.
theory of Banks. Some other areas the
discussion will focus on are; Capital Moloney, N. (2018). The Oxford
regulation, Liquidation Regulation and Bank Handbook of Financial Regulation.
resolution. We will also spend some time Oxford University Press.
examining Bank Governance. The lecture
will also introduce Payment and Settlement Barr, M., Jackson, H., et al. (2018).
Systems as well as the Macro prudential Financial Regulation: Law and Policy
(University Casebook Series) (2nd
Approach. The lecture will dwell on the
Edition). Foundation Press.
History of US financial regulation for more
understanding on banking and financial
Articles/Papers
regulation Zywicki, T. (2013). The consumer
financial protection bureau: Savior or
menace. Geo. Wash. L. Rev., 81, 856.

WEEK 4 Regulatory Approaches and Techniques Reference


in Financial Markets Regulation Brunnermeier, M., Crockett, A.,
Goodhart, C. A., Persaud, A., & Shin, H.
As an appropriate follow-up to the lecture on S. (2009). The fundamental principles of
consumer protection and the financial financial regulation (Vol. 11). ICMB,
system, this lecture begins with a Internat. Center for Monetary and
classification of financial institutions based Banking Studies.
on objective risk spill over measures (thus,
individually systemic, systemic as part of a Barr, M., Jackson, H., et al. (2018).
herd, non- systemic, etc.). The lecture Financial Regulation: Law and Policy
continues with the (University Casebook Series) (2nd
rules for individually systemic institutions;
rules for institutions that are systemic in a Edition). Foundation Press.
herd etc. The lecture will also discuss
international considerations for international Samuel, M. M. (1988). International
entities as well as regulatory styles and financial markets and regulation of
supervisory strategies. The lecture will trading of international equities. Cal.
introduce the concept of Gatekeepers in the W. Int'l LJ, 19, 327.
financial system and their role. The lecture
will also focus on enforcement and
sanctioning in the financial system and the Articles/Papers
objectives of international regulatory Sushil B., (2010). Herd Behavior in
system; problems faced by the regulators Financial Markets: A Review. IMF
using examples from US, UK, Canada. Working Paper No. 2000/048

May, A. W. (1939). Financial regulation


abroad: The contrasts with American
technique. Journal of Political
Economy, 47(4), 457-496.

Avgouleas, E., MacNeil, I., & O'Brien, J.


(2010). What Future for Disclosure as a
Regulatory Technique?: Lessons from
Behavioural Decision Theory and the
Global Financial Crisis. In The future of
financial regulation. Hart Publishing.

Roychowdhury, S., & Srinivasan, S.


(2019). The role of gatekeepers in capital
markets. Journal of Accounting
Research, 57(2), 295-322.

WEEK 5 Financial Counter-Cyclical Regulation Reference


and Measures Brunnermeier, M., Crockett, A.,
Goodhart, C. A., Persaud, A., & Shin, H.
In this lecture, we focus on systemic risk S. (2009). The fundamental principles of
spillover. We will discuss when to look financial regulation (Vol. 11). ICMB,
out for systemic risk and how to modify Internat. Center for Monetary and
CAR. The lecture will further explore the Banking Studies.
two notions of Bank Capital.
Barr, M., Jackson, H., et al. (2018).
The lecture will also highlight Ladder of Financial Regulation: Law and Policy
Responses; Clear Incentives for (University Casebook Series) (2nd
Regulation: the Rule versus Discretion Edition). Foundation Press.
Cross country Considerations. The lecture
will then conclude by drawing a contrast to Griffith-Jones, S., Ocampo, J. A., &
Spanish Dynamic Provision Mechanism. Ortiz, A. (2009). Building on the counter-
cyclical consensus: A policy agenda.
FEPS.

Papers/Articles
Alpino, M., & Mehlum, H. (2021). Two
notions of social capital. The Journal of
Mathematical Sociology, 1-28.

WEEK 6 Consumer Financial Market Protection References


Armour, J., Awrey, D., et al. (2016).
This lecture commences with a journey Principles of Financial Regulation.
through the historical antecedents of Oxford University Press.
consumer financial protection using the US
example. We will later focus on consumer Barr, M., Jackson, H., et al. (2018).
protection and all its components. Our Financial Regulation: Law and Policy
discussion will also touch on consumer (University Casebook Series) (2nd
interest and financial markets; launch an Edition). Foundation Press.
overview into the regulation of consumer
finance; financial advice; financial products. Schinasi, M. G. J. (2003). Responsibility
Further, there will be an examination of of central banks for stability in financial
technological innovations in the global markets. International Monetary Fund.
financial market.
Articles/Papers
Deidda, L., & Fattouh, B. (2008). Banks,
financial markets and growth. Journal of
Financial Intermediation, 17(1), 6-36.

WEEK 7 Payment systems and Financial Article/Paper


Technology Barr, M., Jackson, H., et al. (2018).
Financial Regulation: Law and Policy
This lecture begins by tracing the history (University Casebook Series) (2nd
of payment systems. It will highlight the Edition). Foundation Press.
traditional retail payment systems and the
legal frameworks of identified systems. Anson, M. J., Fabozzi, F. J., & Jones, F.
J. (2010). The handbook of traditional
The lecture will explore critical issues in and alternative investment vehicles:
payment systems and respond to investment characteristics and strategies.
innovations in the payment systems as well John Wiley & Sons.
as preventing illicit use of payment systems.
Armour, J., Awre, D., et al. (2016).
Principles of Financial Regulation.
Oxford University Press.

Bank of International Settlements (BIS).,


(2003). The Role of Central Bank Money
in Payment Systems. Bank of
International Settlements
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023 ACADEMIC
YEAR
COURSE SYLLABUS

MCCL614: CORPORATE INSOLVENCY AND


RESTRUCTURING LAW
3 Credits

Lecture Period(s) and Venue:


Course Coordinator:
Course Instructor(s)
 Mr. Courage A. Asabagna
Second Floor - UGSoL
caasabagna@ug.edu.gh

Introduction/Subject or Course Overview


This course will examine the use of formal legal procedures to rescue and restructure registered
companies. It will examine issues such as administration of a financially distressed company;
restructuring of small and large business and examine the theoretical underpinnings of rescue and
restructuring law. It will draw on comparative elements to supplement Ghanaian law.

Course Objective/Goals:
The aim of the course:
1. Enable students acquire advanced knowledge in corporate rescue and restructuring law and its
relevance to the practice of corporate lawyers.

2. Provide students advanced knowledge of formal and informal debt restructuring procedures and a
globally recognized rescue systems.

3. Provide students advanced understanding of the management aspects of corporate rescue and
restructuring processes.

4. Understand the diverse theories of restructuring law and approaches of corporate rescue.

5. Examine modern corporate rescue and restructuring challenges.

Learning Outcomes
At the end of the course, students should be able to:
1. Understand the formal legal procedures for the rescue and restructuring registered companies.
2. Execute a timeline of the different procedures in the rescue or administration of a distressed
company from start to finish.

3. Identify the different legal issues involved in the rescue and restructuring of companies.

4. Gain advanced knowledge of formal and informal debt restructuring procedures and a globally
recognized rescue system

5. Acquire detailed and unique awareness and expertise in issues related to insolvency and corporate
rescue.

Course Content: The course will cover:


 The business as a going concern
 Theory of rescue and restructuring
 Rescue of distressed companies
 Administration of companies
 Restructuring of small and large businesses
Course Delivery (optional): Lectures, presentations, and tutorial discussions

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg: Mid-‐Semester Test/Interim Assessment 50%
Final Exam 50%

Reading List/Required Text

1. Companies Act, 2019 (Act 992)

2. Corporate Insolvency and Restructuring Act, 2020 (Act 1015)

3. Finch, V. & Milman, D, (2017), Corporate Insolvency Law: Perspectives and Principles,
(3rd edn), Cambridge, Cambridge University Press.

4. Van Zwieten, K (2019), Goode on Principles of Corporate Insolvency Law, 5th edn,
London, Sweet & Maxwell.

Other Information:
COURSE DELIVERY
SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 INTRODUCTION: THE CONCEPT References
OF CORPORATE RESCUE Van Zwieten, K (2019), Goode on
This lecture will focus on the History and Principles of Corporate Insolvency Law,
Framework of Corporate Insolvency Law 5th edn, London, Sweet & Maxwell.
and the Foundations of Corporate
Insolvency Law. The class will also focus Corporate rescue – the new
on exploring corporate rescue as a business orientation of insolvency law:
problem. Amongst other things the lecture Elgaronline https://www.elgaronline.com
will also explore the the goal of corporate › 09_chapter1 [available here]
rescue – thus, to achieve complete
restoration of the company's financial
position to its previous status.

Belcher, A. (1997). Corporate rescue : a


conceptual approach to insolvency law.
Sweet & Maxwell.
http://library.dundee.ac.uk/F/?func
=direct&local_base=DUN01&doc_n
umber=000430231

McCormack, G (2008). Corporate Rescue


Law -an Anglo-American Perspective.
Edward Elgar Publishing

Finch, V. & Milman, D, (2017),


Corporate Insolvency Law: Perspectives
and Principles, (3rd edn), Cambridge,
Cambridge University Press

Legislations
Corporate Restructuring and
Insolvency Act, 2020 (Act 1015)

Companies Act, 2019 (Act 992)

WEEK 2 THE PRINCIPLES OF CORPORATE References


INSOLVENCY LAW | PRACTICAL Van Zwieten, K (2019), Goode on
LAW Principles of Corporate Insolvency Law,
This lecture focuses on providing a clear and
5th edn, London, Sweet &
comprehensive treatment of the
fundamental principles underpinning Maxwell.
insolvency law, long relied upon by
practitioners and the courts. Further, Corporate rescue – the new
attention is paid to what assets are available orientation of insolvency law:
for distribution on insolvency, transactions Elgaronline https://www.elgaronline.com
vulnerable to being set aside, and the › 09_chapter1 [available here]
liability of directors. The core features of
liquidation, administration (and Belcher, A. (1997). Corporate rescue : a
administrative receivership), schemes of conceptual approach to insolvency law.
arrangement and company voluntary Sweet & Maxwell.
arrangements, are identified and explained http://library.dundee.ac.uk/F/?func
with reference to practice and underlying
policy.
=direct&local_base=DUN01&doc_n
umber=000430231

Finch, V., & Milman, D. (2017).


Corporate Insolvency Law:
Perspectives and Principles.
Cambridge University Press.

Keay, A., & Walton, P. (2003).


Insolvency law: Corporate and
personal. Pearson.

Stiglitz, J. E. (2001). Bankruptcy


laws: Basic economic
principles. Resolution of Financial
Distress: An International
Perspective on the Design of
Bankruptcy Laws, ed. by Stijn
Claessens, Simeon Djankov, and
Ashoka Mody, WBI Development
Studies (Washington: World Bank),
1-23.

WEEK 3 THE WINDING-UP PROCESS References


Van Zwieten, K (2019), Goode on
The objective of this lecture is to explore the Principles of Corporate Insolvency Law,
winding-up process in corporate insolvency 5th edn, London, Sweet & Maxwell.
- as the legal and economic exit mechanism
by which untenable or uncompetitive Armour, J. (2001). The law and
companies economics of corporate insolvency:
are taken off-line from the capitalist A review.
market economy. The focal point of
the discussion will be on the liquidator and Godwin, A. (2012). Corporate rescue in
his roles, creditors voluntary winding up, Asia-trends and challenges. Sydney Law
compulsory winding up, Review, The, 34(1), 163-187.
winding up through administration,
amongst others.
McCormack, G (2008). Corporate Rescue
Law -an Anglo-American Perspective.
Edward Elgar Publishing

Finch, V. & Milman, D, (2017),


Corporate Insolvency Law: Perspectives
and Principles, (3rd edn), Cambridge,
Cambridge University Press

WEEK 4 GATHERING AND DISTRIBUTION References


Vaccari, E., & Ghio, E. (2022).
ASSETS:
Gathering and distributing assets and
This lecture will focus on delineating dividends. In English Corporate
the assets and property of a company Insolvency Law (pp. 95-115). Edward
Elgar Publishing.
during insolvency; assets belonging to
third parties, effects of dissolution of Adler, B. E. (1992). Financial and
company, swelling of creditors’ assets political theories of American corporate
amongst other. bankruptcy. Stan. L. Rev., 45, 311.
The lecture will also focus on
Posner, R. A. (1996). Corporate
disclaimer of onerous property.
bankruptcy: economic and legal
perspectives. Cambridge University
Press.

McCormack, G (2008). Corporate Rescue


Law -an Anglo-American Perspective.
Edward Elgar Publishing

Finch, V. & Milman, D, (2017),


Corporate Insolvency Law: Perspectives
and Principles, (3rd edn), Cambridge,
Cambridge
University Press

WEEK 5 ANTI-DEPRIVATION RULE


This lecture will focus primarily on areas
including the policy behind the anti-
deprivation principle; the three common law
principles of anti- deprivation, the scope of
application of the rule.
The lecture will also analyze the
Perpetual Trustee case and its fallouts, the
pari pasu principle amongst others.

References
WEEK 6 THE IMPACT OF Van Zwieten, K (2019), Goode on
CORPORATE INSOLVENCY Principles of Corporate Insolvency Law,
5th edn, London, Sweet & Maxwell.
This lecture will focus on examining the
repercussions and fallouts of corporate
insolvency. The destruction of value at the
expense of debtors, creditors, employees and Corporate rescue – the new
orientation of insolvency law:
society as a whole.
Elgaronline https://www.elgaronline.com
› 09_chapter1 [available here]

Belcher, A. (1997). Corporate rescue: a


conceptual approach to insolvency law.
Sweet & Maxwell.
http://library.dundee.ac.uk/F/?func
=direct&local_base=DUN01&doc_n
umber=000430231

Van Zwieten, K (2019), Goode on


Principles of Corporate Insolvency Law,
5th edn, London, Sweet & Maxwell.

Lin, L. (1993). Shift of fiduciary duty


upon corporate insolvency: Proper scope
of directors' duty to creditors. Vand. L.
Rev., 46, 1485.
WEEK 7 MID-SEMESTER

WEEK 8 Hoskisson, R. E., & Turk, T. A. (1990).


RESTRUCTINGS Corporate restructuring: Governance and
control limits of the internal capital
In this lecture we will pay close market. Academy of management
attention to corporate restructurings Review, 15(3), 459-
and schemes as well as company 477.
voluntary arrangement. The lecture will
also explore how various interests are Gaughan, P. A. (2010). Mergers,
balanced in the process of restructuring. acquisitions, and corporate restructurings.
John Wiley & Sons.

Bethel, J. E., & Liebeskind, J.


(1993). The effects of ownership
structure on corporate
restructuring. Strategic Management
Journal, 14(S1), 15- 31.

Belcher, A. (1997). Corporate rescue: a


conceptual approach to insolvency law.
Sweet & Maxwell.
http://library.dundee.ac.uk/F/?func
=direct&local_base=DUN01&doc_n
umber=000430231

Van Zwieten, K (2019), Goode on


Principles of Corporate Insolvency
Law, 5th edn, London, Sweet &
Maxwell.

WEEK 9
IMPROPER TRADING AND THE Keay, A. (2005). Wrongful trading and
DUTIES AND LIABILITIES OF the liability of company
DIRECTORS directors: A theoretical perspective.
Legal Studies, 25(3), 431-461.
In this lecture, the focus is to examine the doi:10.1111/j.1748-
duties and liabilities of directors in the 121X.2005.tb00678.x
insolvency process; the duties of creditors
Steele, S., Ramsay, I., & Webster,
at common law; liability for wrongful
M. (2019). Insolvency law reform in
trading; liability for fraudulent trading. The Australia and Singapore: Directors'
lecture will also discuss civil sanctions for liability for insolvent trading and
improper trading as well as the wrongful trading. International
disqualifications of directors.
Insolvency Review, 28(3), 363-391.

Sealy, L. S. (1987). Directors' Wider


Responsibilities-Problems Conceptual,
Practical and
Procedural. Monash UL Rev., 13, 164.

Keay, A. (2014). Wrongful trading:


problems and proposals. N. Ir. Legal Q.,
65, 63.

Keay, A. (2007). Company directors'


responsibilities to creditors. Routledge.

Legislations

Companies Act, 2019 (Act 992)

WEEK 10
INTERNATIONAL INSOLVENCY Wessels, B. (2006). International
insolvency law (Vol. 2). Deventer:
This lecture centres on identifying Kluwer.
certain regional insolvency regimes.
For instance, the European insolvency Wood, P. R. (2007). Principles of
regime. international insolvency (Vol. 1). Sweet
& Maxwell.
The lecture will also explore the
problems of international insolvency, Omar, P. (Ed.).
(2016). International insolvency law:
the insolvency jurisdiction of the
Themes and perspectives. Routledge.
English courts; foreign insolvencies
and English courts as well as Finch, V. & Milman, D, (2017),
concurrent insolvency proceedings. Corporate Insolvency Law: Perspectives
and Principles, (3rd edn), Cambridge,
Cambridge University Press.

Van Zwieten, K (2019), Goode on


Principles of Corporate Insolvency Law,
5th edn, London, Sweet & Maxwell.
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023
ACADEMIC YEAR

COURSE SYLLABUS

MCCL613: LAW OF CORPORATE


TAXATION

3 CREDITS

Lecture Period(s) and Venue:

Course Instructor(s)
 Mr. Courage A. Asabagna
 Second Floor - UGSoL
 caasabagna@ug.edu.gh

Introduction/Subject or Course Overview


This course explores the taxation of different companies under Ghanaian law. It looks to equip students
with the theories and skills relevant to create and maintain corporate structures that are legally tax
favourable to clients.

Course Objective/Goals:
This course explores the taxes that are applicable to companies in Ghana. It will highlight the types of
income on which taxes are levied. Particularly the course will aim to equip students with the skills to
understand how companies may beneficially structure their tax obligations while still staying within the
language of the law.

Learning Outcomes
At the end of the course, students should be able to:
1. Apply the knowledge acquired for tax planning for corporate entities.
2. Determine what taxes are applicable to certain corporate entities in Ghana
3. Propose a scheme for potentially reducing tax liability for a company while avoiding
tax evasion
4. Explain the different tax approaches that exists between different jurisdictions
5. Explain the operation of double taxation agreements and how these affect the
international operations of companies.
Course Content:
The course will cover:
• Tax jurisdiction
• Introduction to Tax Planning
• Chargeable Corporate Income for Tax Purposes
• Assets and Liabilities
• The taxation of Ghanaian and external companies
• The taxation of special industries
• Tax administration and the tax payment procedure
• The Ghana Revenue Authority
• Tax Dispute Resolution

Course Delivery: The course will be delivered by lectures and fortnightly small group tutorials. The
course will include a reading week in the middle of the semester.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate sanctions,
as stipulated in the Plagiarism Policy, will be applied when students are found to have violated the
Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-• ‐guidelines. ALL
students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg:
Mid-• ‐Semester Test/Interim Assessment

50% Final Exam

50%

Grading Scale:
Refer to Undergraduate Handbook.

Indicative Reading List


1. Ali-Nakyea, A. (2014), Taxation in Ghana: Principles, Practice and Planning, 2014, Accra,
Black Mask.
2. Ghana Investment Promotion Centre Act, 2013 (Act 865)
3. Ghana Revenue Authority Act, 2009 (Act 791)
4. Income Tax Act 2015 (Act 896) as variously amended
5. Kunbuor, B, Ali-Nakyea A., Demitia, W.K.O. (2013), The Law of Taxation in Ghana,
Accra, Black Mask.

Other Information
COURSE DELIVERY
SCHEDULE SEMESTER 1
TOPICS READINGS
WEEK 1  M.N.R V Braat
Taxation of Partnerships  M.N.R V Shields
&  Legal Character of Partnership  Sturberg V MNR
 The Partnership Interest  Backman V Canada
WEEK
 Withdrawal or Retirement from  Spire Freezers Ltd V Canada
2 the Partnership
 M.N.R V Wahn
 Mihelakos V Canada
WEEK 3 References
Taxation of Trust, Clubs and
& Charitable Organizations

WEEK

4
Taxation Of Corporations References
WEEK 5
Introduction M.N.R V Pillsbury Holdings Ltd
& 
WEEK  Taxation of shareholder
6
 Characterization as benefit
 Conferral of Benefit

INTERRIM ASSESSMENT

WEEK 7 References
Taxation of Income of Special Industries
& • Petroleum operations
• Minerals and mining operations
WEEK • Financial industries
 Public, mutual and non-profit causes
8

WEEK 9 Residence of Corporations trusts References


and Partnerships in international
& tax Cases
 Domestic rules  BC Electric Railway V The Queen
WEEK 10  Treaty rules  TD Securities (USA) LLC V The
Queen
 Salt V The Queen [ 2207] 3CTC
2255
 Hertel V Canada [ 1993] TCJ No.
163
 Yoon V The Queen [ 2005] 4CTC
2215
 Elliot V The Queen [ 2013] 3CTC
2021
 Trieste V The Queen 2012 TCC 91
 Lingle V Canada [ 2009] TCJ No
357.
EXAMS
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
2ND SEMESTER 2022/2023
ACADEMIC YEAR
COURSE SYLLABUS

MTPP 608: PRINCIPLES OF INTERNATIONAL


TAXATION
3 Credits

Lecture Period(s) and Venue: Mondays 5pm-8pm

Course Coordinator:
Mr. William Kofi Owusu Demitia
 Second Floor - UGSoL
 wkodemitia@ug.edu.gh

Course Instructor(s)
 Mr. Courage A. Asabagna
 Second Floor - UGSoL
 caasabagna@ug.edu.gh

Introduction/Subject or Course Overview


The objective of this course is to equip students with the knowledge and skill to identify, evaluate, and
address international tax risks occurring amongst individuals and entities as a consequence of these cross-
border transactions. The course covers also the theory and practice of international taxation in both the
international and domestic scene. The course offers indebt knowledge into the substantive challenges
governments face in designing, administering, and monitoring an international tax system.

Course Objective/Goals: This course will aim to:

 Analyze and assess domestic tax legislation against international tax treaties and best practices.
 Explain the links between various fiscal laws and their implications on domestic and cross-border
transactions
 Analyse the different approaches that jurisdictions can adopt in addressing issues identified in the
course of study
 Locate appropriate and relevant sources, and to effectively analyse and apply these sources in
construction of legal argument.
Learning Outcomes
On completion of the course, students should be able to:
 Demonstrate a working knowledge of the fundamental building blocks of those part of domestic
income tax systems that deal with cross border investment and income flows.
 Demonstrate a practical understanding of the fundamentals of international tax and how it works
in practice.
 Demonstrate a broad awareness of how residents and non-residents are taxed in different
jurisdictions.
 Apply the fundamental concepts and legal rules of international taxation to practical scenarios and
problems.

Course content
The course will entail the following:
 Tax Treaties
 Residence
 International Tax Avoidance
 Taxation Of Non-Residents
 Double Taxation
Course Delivery (optional): The course will be delivered primarily by way of lectures and occasional
small group discussions.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg:
Continuous Assessment 50%
Final Exam 50%

Grading Scale:
Refer to graduate Handbook.

Indicative Reading List.


1.Arnold, Brian J. and Michael J. McIntyre, International Tax Primer, 2d ed. (The Hague: Kluwer
Law International, 2002).

2.Avi-Yonah, Reuven S., International Tax as International Law: An Analysis of the International
Tax Regime (New York: Cambridge University Press, 2007).

3.Bird, Richard M. and J. Scott Wilkie, "Source- vs. Residence-based Taxation in the European
Union: The Wrong Question?" in Sijbren Cnossen, ed., Taxing Capital Income in the European
Union: Issues and Options for Reform (New York: Oxford University Press, 2000).

4.Bird, Richard M. and J. Scott Wilkie, "Tax Policy Objectives" in Heather Kett, Ken McKenzie and
Jack Mintz, eds., Tax Policy in Canada (Toronto: Canadian Tax Fondation, 2012), ch. 2.
5.Cockfield, Arthur J., "The Limits of the International Tax Regime as a Commitment Projector"
(2013), 33 Virginia Tax Review 59.

6.Kunbour, B., Ali-Nakyea, A., & Demitia, W. K. O., (2022). Law of Taxation in Ghana (5th ed).
Type Publishing.

7.Daurer, V., (2014). Tax Treaties and Developing Countries (Vol 44). Wolters Kluwer.

8.Doernberg, R. L., (2012). International Taxation in a Nutshell (9th ed). Thomson Reuters.

9.Lang, M., et al (eds) (2016). GAARS – A Key Element of Tax Systems in the Post-BEPS World
(Vol 3). International Bureau of Fiscal Documentation.

10. Lang, M., (2013). Introduction to the Law of Double Taxation Conventions (2nd ed). Linde
Verlag GmbH, Wien.

11. Maisto, G., (ed) (2006). Tax Treaties and Domestic Law (Vol 2). International Bureau of Fiscal
Documentation.

12. Ostaszewska, O., and Obuoforibo, B.R., (eds) (2018). Rohatgi R Basic International Taxation
(Vol 1). International Bureau of Fiscal Documentation.

Other Information
COURSE DELIVERY SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 INTRODUCTION TO TAX TREATIES Books
A. Arnold, Brian J. and Michael J.
McIntyre, International Tax Primer, 2d
 Scope and Purpose of Tax Treaties ed. (The Hague: Kluwer Law
 Model Treaties International, 2002).
 Legal effect of tax treaties Avi-Yonah, Reuven S., International Tax
 Sources as International Law: An Analysis of the
International Tax Regime (New York:
 Principles of interpretation Cambridge University Press, 2007).
B. Definitions and Undefined Terms Bird, Richard M. and J. Scott Wilkie,
"Source- vs. Residence-based Taxation in
the European Union: The Wrong
Question?" in Sijbren Cnossen, ed.,
Taxing Capital Income in the European
Union: Issues and Options for Reform
(New York: Oxford University Press,
2000).

Bird, Richard M. and J. Scott Wilkie,


"Tax Policy Objectives" in Heather Kett,
Ken McKenzie and Jack Mintz, eds., Tax
Policy in Canada (Toronto: Canadian Tax
Fondation, 2012), ch. 2.

Cockfield, Arthur J., "The Limits of the


International Tax Regime as a
Commitment Projector" (2013), 33
Virginia Tax Review 59.

Kunbour, B., Ali-Nakyea, A., & Demitia,


W.
K. O., (2022). Law of Taxation in Ghana
(5th ed). Type Publishing.

Daurer, V., (2014). Tax Treaties and


Developing Countries (Vol 44). Wolters
Kluwer.

Doernberg, R. L., (2012). International


Taxation in a Nutshell (9th ed). Thomson
Reuters.

Lang, M., (2013). Introduction to the


Law of Double Taxation Conventions
(2nd ed). Linde Verlag GmbH, Wien.

Maisto, G., (ed) (2006). Tax Treaties and


Domestic Law (Vol 2). International
Bureau of Fiscal Documentation.

Ostaszewska, O., and Obuoforibo, B.R.,


(eds) (2018). Rohatgi R Basic
International Taxation (Vol 1).
International Bureau of Fiscal
Documentation.
WEEK 2 RESIDENCE BOOKS
Arnold, Brian J. and Michael J.
A. Individual Residence: Domestic Rules
McIntyre, International Tax Primer, 2d
 Non-Residents ed. (The Hague: Kluwer Law
 Who is a Resident? Three essential International, 2002).
determinants.
 Sojourners Avi-Yonah, Reuven S., International Tax
 Deemed non-residents as International Law: An Analysis of the
International Tax Regime (New York:
B. Individual Residence: Treaty Rules Cambridge University Press, 2007).
 Factors considered in determining
Bird, Richard M. and J. Scott Wilkie,
individual residence "Source- vs. Residence-based Taxation in
 Corporate residence: the European Union: The Wrong
- Domestic Rules Question?" in Sijbren Cnossen, ed.,
Taxing Capital Income in the European
- Treaty Rules
Union: Issues and Options for Reform
- Tie Breaker Rule (New York: Oxford University Press,
2000).
 Residence of a Trust
 Changes of Residence Bird, Richard M. and J. Scott Wilkie,
"Tax Policy Objectives" in Heather Kett,
Ken McKenzie and Jack Mintz, eds., Tax
Policy in Canada (Toronto: Canadian Tax
Fondation, 2012), ch. 2.

Cockfield, Arthur J., "The Limits of the


International Tax Regime as a
Commitment Projector" (2013), 33
Virginia Tax Review 59.

Kunbour, B., Ali-Nakyea, A., & Demitia,


W.
K. O., (2022). Law of Taxation in Ghana
(5th ed). Type Publishing.
Daurer, V., (2014). Tax Treaties and
Developing Countries (Vol 44). Wolters
Kluwer.
Doernberg, R. L., (2012). International
Taxation in a Nutshell (9th ed). Thomson
Reuters.
Lang, M., (2013). Introduction to the
Law of Double Taxation Conventions
(2nd ed). Linde Verlag GmbH, Wien.

Maisto, G., (ed) (2006). Tax Treaties and


Domestic Law (Vol 2). International
Bureau of Fiscal Documentation.

Ostaszewska, O., and Obuoforibo, B.R.,


(eds) (2018). Rohatgi R Basic
International Taxation (Vol 1).
International Bureau of Fiscal
Documentation.
WEEK 3 INTRODUCTION TO INTERNATIONAL Books
TAX AVOIDANCE: Arnold, Brian J. and Michael J.
McIntyre, International Tax Primer, 2d
 Treaty shopping: GAAR
ed. (The Hague: Kluwer Law
 Beneficial Ownership International, 2002).
 Limitation of Benefits
Avi-Yonah, Reuven S., International Tax
 Prevention of Treaty as International Law: An Analysis of the
Shopping through International Tax Regime (New York:
Cambridge University Press, 2007).
interpretation
 Non-Arms Length Transactions
Bird, Richard M. and J. Scott Wilkie,
- Non-arms length transactions "Source- vs. Residence-based Taxation in
- Treaty rules the European Union: The Wrong
Question?" in Sijbren Cnossen, ed.,
 Transfer pricing methods Taxing Capital Income in the European
- Traditional methods Union: Issues and Options for Reform
(New York: Oxford University Press,
 Thin Capitalization 2000).

Bird, Richard M. and J. Scott Wilkie,


"Tax Policy Objectives" in Heather Kett,
Ken McKenzie and Jack Mintz, eds., Tax
Policy in Canada (Toronto: Canadian Tax
Fondation, 2012), ch. 2.

Cockfield, Arthur J., "The Limits of the


International Tax Regime as a
Commitment Projector" (2013), 33
Virginia Tax Review 59.

Kingson, Charles I., "The Coherence of


International Taxation" (1981), 81:6
Colum. L. Rev. 1152.

OECD, Action Plan on Base Erosion and


Profit Shifting (OECD: Paris, 2013).

Wilkie, J. Scott, "An International Fiscal


Revolution in the Making? Some
Musings on Tax Policy and Its Economic
Foundations" (26 September, 2013)
online: University of Calgary School of
Public Policy Blog
<http://policyschool.ucalgary.ca/?q=archi
ve/bog/2013/9>.

Wilkie, J. Scott, "BEPS' One Year In:


Taking Stock, One Canadian's View,
Policy Forum, Can. Tax J. (forthcoming).

Kunbour, B., Ali-Nakyea, A., & Demitia,


W.
K. O., (2022). Law of Taxation in Ghana
(5th ed). Type Publishing.

Daurer, V., (2014). Tax Treaties and


Developing Countries (Vol 44). Wolters
Kluwer.

Doernberg, R. L., (2012).


International
Taxation in a Nutshell (9th ed). Thomson
Reuters.
Lang, M., (2013). Introduction to the
Law of Double Taxation Conventions
(2nd ed). Linde Verlag GmbH, Wien.

Maisto, G., (ed) (2006). Tax Treaties and


Domestic Law (Vol 2). International
Bureau of Fiscal Documentation.

Ostaszewska, O., and Obuoforibo, B.R.,


(eds) (2018). Rohatgi R Basic
International Taxation (Vol 1).
International Bureau of Fiscal
Documentation.

Lang, M., et al (eds) (2016). GAARS – A


Key Element of Tax Systems in the Post-
BEPS World (Vol 3). International
Bureau of Fiscal Documentation.

WEEK 4 TAXATION OF NON-RESIDENTS WITH Books


GHANAIAN SOURCE INCOME
Arnold, Brian J. and Michael J.
McIntyre, International Tax Primer, 2d
A. Employment income ed. (The Hague: Kluwer Law
 Domestic Provisions International, 2002).
 Treaty Provisions
Avi-Yonah, Reuven S., International Tax
B. Artistes and Sportsmen as International Law: An Analysis of the
International Tax Regime (New York:
Cambridge University Press, 2007).

Bird, Richard M. and J. Scott Wilkie,


"Source- vs. Residence-based Taxation in
the European Union: The Wrong
Question?" in Sijbren Cnossen, ed.,
Taxing Capital Income in the European
Union: Issues and Options for Reform
(New York: Oxford University Press,
2000).

Bird, Richard M. and J. Scott Wilkie,


"Tax Policy Objectives" in Heather Kett,
Ken McKenzie and Jack Mintz, eds., Tax
Policy in Canada (Toronto: Canadian Tax
Fondation, 2012), ch. 2.

Cockfield, Arthur J., "The Limits of the


International Tax Regime as a
Commitment Projector" (2013), 33
Virginia Tax Review 59.
Kingson, Charles I., "The Coherence of
International Taxation" (1981), 81:6
Colum. L. Rev. 1152.

OECD, Action Plan on Base Erosion and


Profit Shifting (OECD: Paris, 2013).

Wilkie, J. Scott, "An International Fiscal


Revolution in the Making? Some
Musings on Tax Policy and Its Economic
Foundations" (26 September, 2013)
online: University of Calgary School of
Public Policy Blog
<http://policyschool.ucalgary.ca/?q=archi
ve/bog/2013/9>.

Wilkie, J. Scott, "BEPS' One Year In:


Taking Stock, One Canadian's View,
Policy Forum, Can. Tax J. (forthcoming).

Kunbour, B., Ali-Nakyea, A., & Demitia,


W.
K. O., (2022). Law of Taxation in Ghana
(5th ed). Type Publishing.

Daurer, V., (2014). Tax Treaties and


Developing Countries (Vol 44). Wolters
Kluwer.

Doernberg, R. L., (2012). International


Taxation in a Nutshell (9th ed). Thomson
Reuters.

Lang, M., (2013). Introduction to the


Law of Double Taxation Conventions
(2nd ed). Linde Verlag GmbH, Wien.

Maisto, G., (ed) (2006). Tax Treaties and


Domestic Law (Vol 2). International
Bureau of Fiscal Documentation.

Ostaszewska, O., and Obuoforibo, B.R.,


(eds) (2018). Rohatgi R Basic
International Taxation (Vol 1).
International Bureau of Fiscal
Documentation.
WEEK 5 DOUBLE TAXATION Books
 Exemptions Arnold, Brian J. and Michael J.
 Foreign Tax Credit and Deductions
McIntyre, International Tax Primer, 2d
ed. (The Hague: Kluwer Law
 Dividends from Foreign Affiliations
International, 2002).
Avi-Yonah, Reuven S., International Tax
as International Law: An Analysis of the
International Tax Regime (New York:
Cambridge University Press, 2007).

Bird, Richard M. and J. Scott Wilkie,


"Source- vs. Residence-based Taxation in
the European Union: The Wrong
Question?" in Sijbren Cnossen, ed.,
Taxing Capital Income in the European
Union: Issues and Options for Reform
(New York: Oxford University Press,
2000).

Bird, Richard M. and J. Scott Wilkie,


"Tax Policy Objectives" in Heather Kett,
Ken McKenzie and Jack Mintz, eds., Tax
Policy in Canada (Toronto: Canadian Tax
Fondation, 2012), ch. 2.

Cockfield, Arthur J., "The Limits of the


International Tax Regime as a
Commitment Projector" (2013), 33
Virginia Tax Review 59.

Kingson, Charles I., "The Coherence of


International Taxation" (1981), 81:6
Colum. L. Rev. 1152.

OECD, Action Plan on Base Erosion and


Profit Shifting (OECD: Paris, 2013).

Wilkie, J. Scott, "An International Fiscal


Revolution in the Making? Some
Musings on Tax Policy and Its Economic
Foundations" (26 September, 2013)
online: University of Calgary School of
Public Policy Blog
<http://policyschool.ucalgary.ca/?q=archi
ve/bog/2013/9>.

Wilkie, J. Scott, "BEPS' One Year In:


Taking Stock, One Canadian's View,
Policy Forum, Can. Tax J. (forthcoming).

Kunbour, B., Ali-Nakyea, A., & Demitia,


W.
K. O., (2022). Law of Taxation in Ghana
(5th ed). Type Publishing.

Daurer, V., (2014). Tax Treaties


and
Developing Countries (Vol 44). Wolters
Kluwer.
Doernberg, R. L., (2012). International
Taxation in a Nutshell (9th ed). Thomson
Reuters.

Lang, M., (2013). Introduction to the


Law of Double Taxation Conventions
(2nd ed). Linde Verlag GmbH, Wien.

Maisto, G., (ed) (2006). Tax Treaties and


Domestic Law (Vol 2). International
Bureau of Fiscal Documentation.

Ostaszewska, O., and Obuoforibo, B.R.,


(eds) (2018). Rohatgi R Basic
International Taxation (Vol 1).
International Bureau of Fiscal
Documentation.

Other Indicative Reading List:


1.Kingson, Charles I., "The Coherence of International Taxation" (1981), 81:6 Colum. L. Rev. 1152.

2.OECD, Action Plan on Base Erosion and Profit Shifting (OECD: Paris, 2013).

3.Wilkie, J. Scott, "An International Fiscal Revolution in the Making? Some Musings on Tax Policy
and Its Economic Foundations" (26 September, 2013) online: University of Calgary School of
Public Policy Blog <http://policyschool.ucalgary.ca/?q=archive/bog/2013/9>.

4.Wilkie, J. Scott, "BEPS' One Year In: Taking Stock, One Canadian's View, Policy Forum, Can. Tax
J. (forthcoming).

5. Li, J., Cockfield, A., & Wilkie, J. S. (2014). International taxation in Canada: principles
and practices. LexisNexis Canada.
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023 ACADEMIC
YEAR
COURSE SYLLABUS

MFMR602 Financial Markets Regulation and


Corporate Governance
3 Credits

Lecture Period(s) and Venue:

Course Coordinator:

Course Instructor(s)
 Mr. Courage A. Asabagna
 Second Floor - UGSoL
 caasabagna@ug.edu.gh

Introduction/Subject or Course Overview
The course will focus on corporate governance issues relating to the financial markets and securities
exchange law and regulation in Ghana. The aim is to develop a specialized understanding of corporate
governance principles, concepts, and issues and its role as a tool in regulating financial markets. This
includes the various corporate governance approaches used in regulating financial markets, the corporate
governance crisis, the lessons, and the regulatory response to the crisis; in terms of governance and risk
management; the corporate governance models; mechanisms for compliance and corporate governance
recommendations in addressing corporate governance challenges in the financial markets industry.

Course Objective/Goals: This course will aim to:


1. Explore corporate governance issues relating to the financial markets.
2. Provide a specialized understanding of corporate governance principles, concepts, and issues as
tools for regulating conduct in the financial markets.
3. Consider and critique current techniques for corporate governance compliance in the financial
markets industry.
4. Develop knowledge about the technical and economic features of equity, fixed income, foreign
exchange, and credit financial instruments, in the context of different market models.
5. Analyze the nature, and functions of central banking and the conduct of monetary policy, provide
a focus on the interdependence between macroeconomic factors like interest rates, FX rates, asset
prices, and the dynamic of transmission of monetary policy strategies to real economy through
global financial markets
Learning Outcomes
On completion of the course, students should be able to:
1. Demonstrate an understanding of corporate governance issues or challenges facing the financial
markets.
2. Develop the skills in analyzing corporate governance issues and compliance required of financial
markets in Ghana.
3. Design and develop corporate governance policies and documents for businesses in the financial
markets sector.
4. Demonstrate in-depth knowledge and understanding of financial markets and institutions, the
regulatory framework, and how financial institutions are managed.
5. Acquire data analysis techniques, particularly quantitative techniques, in the field of financial
analysis, investment analysis, and financial forecasting.

Course content
The course will entail the following:
 Financial Markets – An introduction
 Corporate Governance Techniques
 Regulatory Organizations in the Financial Markets
 Corporate Governance in the Financial Markets
 Self-Regulatory Organizations and the Securities
 Ensuring Stakeholder Engagement
 Compliance Dimensions

Course Delivery (optional): The course will be delivered primarily by way of lectures and occasional
small group discussions.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg:
Continuous Assessment 50%
Final Exam 50%

Grading Scale:
Refer to graduate Handbook).
Indicative Reading List.
1. Avgouleas, E. (2012). Governance of Global Financial Markets: The Law, the Economics, the
Politics (International Corporate Law and Financial Market Regulation).
2. Ferran, E. L., & Chan, H. (2014). Principles of Corporate Finance Law. (2nd ed.). Oxford
University Press.
3. Fleckner, A.M., &Hopt, K. J. (2013). Comparative Corporate Governance (International
Corporate Law and Financial Market Regulation).
4. Lim, E. (2020). Sustainability and Corporate Mechanisms in Asia (International Corporate Law
and Financial Market Regulation): Part of International Corporate Law and Financial Market
Regulation (2 Books)
5. Puchinak, D.W., Baum, H., et al. (2017). Independent Directors in Asia: A Historical, Contextual
and Comparative Approach. International Corporate Law and Financial Market Regulation.

Other Information

COURSE DELIVERY SCHEDULE


SEMESTER 1
TOPICS READINGS
Lecture 1 Financial Markets – An introduction Books

Ferran, E. L., & Chan, H. (2014).


Principles of Corporate Finance Law.
(2nd ed.). Oxford University Press.

Avgouleas, E. (2012). Governance of


Global Financial Markets: The Law, the
Economics, the Politics (International
Corporate Law and Financial Market
Regulation).

Lecture 2 Corporate Governance Techniques BOOKS


Avgouleas, E. (2012). Governance of
Global Financial Markets: The Law, the
Economics, the Politics (International
Corporate Law and Financial Market
Regulation).

Mallin C. Corporate Governance


online at Corporate Governance - Chris
A. Mallin - Google Books
Monks and Minnow Corporate
Governance online at Corporate
Governance - Robert A. G. Monks, Nell
Minow - Google Books

Articles
Agueilera R An Introduction to
Corporate Governance Online at
Microsoft Word - Aguilera Griffiths
CG101_Jan2014 (northeastern.edu)
Jesover F. and Kirkpatrick G. The
Revised OECD Principles Of Corporate
Governance And Their Relevance To
Non-OECD Countries Online at
Microsoft Word - ArticleCGJournal_15
OCT-website.doc (oecd.org)
Lecture 3 Regulatory Organizations in the Financial Books
Markets
Saunders A and White L.J Technology
and the Regulation of Financial Markets:
Securities, Futures, and Banking. Online
at Technology and the Regulation of
Financial Markets: Securities, Futures,
and ... - Google Books

Articles
Heremans D and Pacces A. Regulation of
Banking and Financial Markets. Online
at
https://www.researchgate.net/publication/
228126773_Regulation_of_Banking_and
_Financial_Markets

Johnson Kristin N. Governing Financial


Markets: Regulating Conflicts online at
Governing Financial Markets:
Regulating Conflicts 88 Washington Law
Review 2013 (heinonline.org)
Williams J Regulatory technologies,
risky subjects, and financial boundaries:
Governing ‘fraud’ in the financial
markets. Online at Regulatory
technologies, risky subjects, and
financial boundaries: Governing ‘fraud’
in the financial markets - ScienceDirect

A.V. Podrugina, A.V. Tabakh, Financial


Markets: From the Tragedy of Commons
to Balanced Regulation. Online at
Podrugina_Tabakh.pdf (hse.ru)

Lecture 4 Corporate Governance in the Financial Articles


Markets
Fleckner, A.M., &Hopt, K. J. (2013).
Comparative Corporate Governance
(International Corporate Law and
Financial Market Regulation).
online at untitled (ssrn.com)
Hans Christiansen and Alissa
Kolderstova, The role of Stock
Exchanges in Corporate Governance.
Online at The role of Stock Exchange in
Corporate Governance (oecd.org)
Peer C. Zumbansen, Corporate
Governance, Capital Market Regulation,
and the challenge of Disembedded
Markets
Online at Corporate Governance, Capital
Market Regulation and the Challenge of
Disembedded Markets by Peer C.
Zumbansen :: SSRN

Larcker F. David, The market reaction to


corporate governance regulation. Online
at The market reaction to corporate
governance regulation - ScienceDirect

Lecture 5 Self-Regulatory Organizations and the Books


Securities

Articles
Carson John, Self-Regulation in
Securities Markets Online at World
Bank Document

Gusznoz A.G Self-Regulation In The


Financial Markets In The System Of
Supervision Of Financial Organizations.
Online at https://doi.org/10.17803/2311-
5998.2017.36.8.121-129

Paolo Saguato, Financial Market


Infrastructure-The Essential Role of
Risk Management
Online at Financial Market Infrastructure
– The Essential Role of Risk
Management by Paolo Saguato :: SSRN

Lecture 6 Ensuring Stakeholder Engagement

Articles
Kujala J, Sachs S, Leinonen H
,Heikkinen A , and Laude D. ,
Stakeholder Engagement: Past, Present,
and Future. Online at Stakeholder
Engagement: Past, Present, and Future
(sagepub.com)

Lecture 7 Compliance Dimensions Books


Ferran, E. L., & Chan, H. (2014).
This lecture will introduce you to the Principles of Corporate Finance Law.
(2nd ed.). Oxford University Press.
foundations of compliance in a
financial
institution while also providing a
Avgouleas, E. (2012). Governance of
comprehensive inspection of governance Global Financial Markets: The Law, the
and regulatory risk approaches. Economics, the Politics (International
Corporate Law and Financial Market
Regulation).
Williams Tee R. An Introduction to
Trading in the Financial Markets: Global
Markets, Risk and Compliance online at
An Introduction to Trading in the
Financial Markets: Global Markets, Risk
... - R. Tee Williams - Google Books
Articles
Lin Tom C.W Compliance, Technology
and Modern Finance 11 Brook. J. Corp.
Fin. & Com. L. 159 (2016-2017)
Compliance, Technology, and Modern
Finance (Hein online)
Bamberger K. A, Technologies of
Compliance: Risk and Regulation in a
Digital Age 88 Tex. L. Rev. 669 (2009-
2010) (Hein Online)
Niamh Moloney, 'Eu Financial Market
Regulation after the Global Financial
Crisis: “More Europe” or more
Risks?', (2010), 47, Common Market
Law
Review, Issue 5, pp. 1317-1383,
https://kluwerlawonline.com/journalarticl
e/Common+Market+Law+Review/47.5/
COLA2010058
Lecture Case study: Asia References

Article
Lim, E. (2020). Sustainability and
Corporate Mechanisms in Asia
(International Corporate Law and
Financial Market Regulation): Part of
International Corporate Law and
Financial Market Regulation (2 Books)
Online at untitled (ssrn.com)

Lecture 9
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023
ACADEMIC YEAR
COURSE SYLLABUS

MFMR607 FINANCIAL MARKETS


REGULATION IN GHANA I

3 Credits

Lecture Period(s) and Venue: Thursday 6pm –

9pm Course Instructor(s)

 Mr. David Ofosu Dorte

Introduction/Subject or Course Overview


The course will examine the legal framework for financial markets in Ghana. The course will
focus on the regulatory and supervisory mandate of the relevant regulatory bodies in regulating
the activities of financial markets and securities exchanges in Ghana. Their mandate; issues of
compliance; regulatory challenges; the market structure; dispute resolution mechanisms; and
violations arising under the legislative framework for the financial institution. The course will
further explore appropriate laws for protecting the interest of investors; shareholders and the
market- driven structures as well as laws put in place to prevent and regulate the activities of
financial markets in Ghana.

Course Objective/Goals:
This course will aim to:
1. Underscore the legal framework for dealing with unsafe and unsound financial market
practices and money laundering.
2. Introduce students to the legal and regulatory framework governing financial markets in
Ghana.
3. Introduce students to the roles of financial institutions and agencies mandated by law to
fight unsafe financial market practices.
4. Discuss financial consumer protection and the relevant laws designed to protect the
interest of the actors in the financial market sector.
5. Discuss the consequences of unsafe and unsound financial market practices.
Learning Outcomes
On completion of the course, students should be able to:
1. Demonstrate deeper knowledge and practical understanding of the regulatory landscape for
financial institutions in Ghana.
2. Discuss the functional role of the Central Bank and other financial regulatory bodies in Ghana.
3. Explain the administrative and dispute resolution mechanism for resolving disputes within
the financial sector in Ghana.
4. Understand in a holistic way, the main financial market structures, and instruments in Ghana.
5. Evaluate the existing legal, policy and institutional framework governing financial
institutions in Ghana.

Course Delivery (optional): The course will be delivered primarily by way of lectures and occasional
small-group discussions.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg: Mid-‐Semester Test/Interim Assessment 50%
Final Exam 50%

Grading Scale:
Refer to Undergraduate Handbook.

Reading List /Required Text

1. Austin, J. (2011). Insider Trading and Market Manipulation: Investigating and Prosecuting Across
Borders. Springer, NY.
2. Mensah, S. (2002) Securities Markets and Investments: A Ghanaian Primer (2nd ed.). SEM
Financial Training Centre.
3. Nelson, P. (2008). Capital Markets Law, and Compliance: The Implications of MiFID (Law
Practitioner Series). Cambridge University Press.
4. Whalen, R. C. (2011). Financial Market Regulation: Legislation and Implications. Springer, NY.
5. Williams, J. W. (2013). Policing the Markets: Inside the Black Box of Securities Enforcement.
Taylor& Francis Ltd.

Other Information
COURSE DELIVERY SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 INTRODUCTION: THE References
GHANAIAN FINANCIAL Part 1, Avgouleas, E. & Donald, D.C.
MARKET (eds.). (2019). The Political Economy of
Financial Regulation. Cambridge
This introductory lecture will give an
University Press.
overview of financial and capital markets;
the functions and importance of capital
Alastair Hudson. (2009). The Law of
markets; the history and evolution of the Finance. Sweet & Maxwell
legal structure of Ghanaian financial
market; the Ghanaian Stock Exchange and Chapter 4. Frank J. Fabozzi Series.
the regulation of the Ghanaian capital Capital Markets, Financial Management,
market. and Investment Management
Chapter 11, Frank J. Fabozzi
Series. Securities, Bond, and
Mortgage Markets.
Chapter 2. Alan N. Rechtschaffen.
Capital Markets, Derivatives and the
Law: Evolution After Crisis
WEEK 2 LEGAL AND REGULATORY References
FRAMEWORKS FOR Williams, J. W. (2013). Policing the
FINANCIAL MARKETS IN
Markets: Inside the Black Box of
GHANA
Securities Enforcement. Taylor& Francis
Ltd.
In this lecture, we will pay attention to the
mandates and mantras of securities
enforcement; the emergence of securities Alastair Hudson. (2009). The
regulation; the mission improbable: The Law of Finance. Sweet &
logics and principles of securities regulation; Maxwell
policing the Markets; enforcement of Capital
Markets Regulation; financial insecurities Chapter 6: Enforcement of Capital
and regulatory failures and understanding Markets Regulation: The United
enforcement: the ‘problem’ of regulatory Kingdom and Its International Markets
failure. (Private Equity, Corporate Governance
and The Dynamics Of Capital Market
Regulation)
Chapter 12. Alan N. Rechtschaffen.
Capital Markets, Derivatives and the
Law: Evolution After Crisis
Alastair Hudson. (2008). Securities
Law. Sweet & Maxwell

WEEK 3 References
SECURITY AND
Nelson, P. (2008). Capital Markets Law,
EXCHANGE
and Compliance: The Implications of
COMMISSION: MiFID (Law Practitioner
 GHANA Series).Cambridge University Press.
ALTERNATIVE
EXCHANGE
This lecture will focus on the securities and
Statutes
exchange commission; its roles and
importance in the Ghanaian financial o Bank of Ghana Act 2002, Act 612
markets space. As well as the Ghana o Bank of Ghana (Amendment)
Alternative Exchange. The lecture will Act, 2016 (Act 918)
make use of some regulatory instruments
including the Companies Act 2019 (Act 992).
o Banks and Specialised
Deposit- Taking Institutions
Act, 2016 (Act 930)
o Companies Act, 2019 (Act 992)
o Securities Industry
(Amendment), 2021 (Act
1062)
o Securities and Exchange
Commission
(Amendment)
Regulations, 2019 L. I. 2387
o Securities Industry Act, 2016,
Act 929
o Foreign Exchange Act 2006
(Act 723)
o SEC Regulations 2003 (LI 1728)
o Unit Trust and Mutual
Fund Regulations (LI
1695)
o Foreign Exchange Act of 2006
(Act 723)
WEEK 4 References
CENTRAL SECURITY DEPOSITORY:
 REGISTRATION OF CHARGES Chapter 3, Nelson, P. (2008). Capital
This lecture will present an overview of Markets Law, and Compliance: The
the procedures of registration of charges as Implications of MiFID (Law Practitioner
Series). Cambridge University Press.
well as and what Central Security
Depository entails. Well deeper by
Alastair Hudson. (2009). The Law of
exploring the concept of client money;
Finance. Sweet & Maxwell
protecting the client's money; defining
client money and procedures.
La Porta, R., Lopez-de-Silanes, F.,
Shleifer, A., & Vishny, R. (2000).
Investor protection and corporate
governance. Journal of Financial
Economics, 58(1-2), 3-
27.
https://doi.org/10.1016/
S0304- 405X(00)00065-9
Investor Protection: Origins,
Consequences, and Reform. Rafael La
Porta, Florencio Lopez- deSilanes, Andrei
Shleifer & Robert W. Vishny
http://www.nber.org/papers/w7428
Stout, Lynn A. (2012) "New Thinking on
“Shareholder Primacy”, “Accounting,
Economics, and Law: Vol. 2: Iss. 2,
Article 4. DOI: 10.1515/2152-2820.1037
WEEK 5 Reference
FINANCIAL MARKET
Nelson, P. (2008). Capital Markets Law,
MANIPULATION: LAW, POLICY
and Compliance: The Implications of
AND CASES MiFID (Law Practitioner
In this lecture, we will present a picture of Series).Cambridge University Press.
what financial market manipulation entails.
The
lecture will focus on insider dealing; An
individual; Territorial jurisdiction; Inside Alastair Hudson. (2009). The Law of
information; Connection; Dealing; Finance. Sweet & Maxwell
Encouraging; Disclosure; Defences; and
Effects of manipulation. Economic and Organised Crime Act, 2010

WEEK 6 Reference
FINANCIAL MARKET
Chapter 12, Nelson, P. (2008).Capital
MANIPULATION: LAW, POLICY
Markets Law, and Compliance: The
AND CASES II Implications of MiFID (Law Practitioner
As a relevant follow-up to the lecture 5, this Series).Cambridge University Press.
session will focus on act or course of
conduct; False or misleading impression; in Alastair Hudson. (2009). The Law of
the UK; Purpose; Inducing; Reasonable Finance. Sweet & Maxwell
belief; Defences; A principle of conduct and
the need for an administrative remedy.
We will also look at an administrative
offence; the burden of proof; intention;
affected persons and certainty; multiple
jeopardy; the market abuse regime;
'behaviour' in relation to an exchange;
territorial ambit; misuse of information;
false or misleading impression; distortion;
the reasonable and regular user; requiring
or encouraging; safe harbours; mitigating
factors.
WEEK 7 DISPUTE RESOLUTION References
MECHANISMS
IN FINANCIAL MARKETS Petrauskas, F., & Gasiūnaitė, A. (2012).
Alternative Dispute Resolution in The
In this lecture, we will look at the Field of Consumer Financial Services.
Comparative Jurisprudence, 19(1).
Approaches to Dispute Resolution; FIN-
NET; Alperi, C. (2008). Financial Services in
The Role of the FIN-NET in the Field of the United States and the United
ADR; Kingdom: comparative approaches to
ADR Schemes in the EU Member States; and securities regulation and dispute
financial Services Code of Ethics and resolution. Int'l L. & Mgmt. Rev., 5, 75.
Business
Conduct.
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2022/2023
ACADEMIC YEAR
COURSE SYLLABUS

CORPORATE FINANCE LAW


3 Credits

Lecture Period(s) and Venue:

Course Coordinator:

Course Instructor(s)
 Mr. Courage A. Asabagna
Second Floor - UGSoL
caasabagna@ug.edu.gh

Introduction/Subject or Course Overview

Students of Corporate Finance Law will, at the end of this course, gain a full grasp of critical and
insightful view of current global legal developments. The aim of the course is to help students identify the
most salient legal issues involved in corporate finance law both locally and on the international front. The
course considers amongst others, an introduction to corporate finance theory, which goes over the
characteristics of equity and debt as well as how capital markets function and theories of capital structure
and valuation, basic accounting principles, dividend rules, and share buyback rules and others.

Learning Outcomes: At the end of the course, students should be able to:
1. Understand the financing options available to the company and how that affects the governance of
companies.

2. Identify the relevant regulatory frameworks surrounding the issuance of shares.

3. Understand the mechanisms by which creditors will be protected.

4. How capital may be modified in the companies.

5. Identify and explain how the finance of a company may be affected by take-overs and schemes
of arrangement.
Course Content: The course will cover the following topics:
 Overview of Financing Options available to the company

 Capital Structures – Equity and Debt

 Identifying and protecting shareholder rights

 Issuing shares and Securities holding systems

 Creditor Protection

 Legal Capital and alternatives

 Dividends

 Reduction of capital and share buy-backs

 Prohibited transaction in shares

 Takeovers and Schemes of Arrangement

Course Delivery (optional): Lectures, presentations, and tutorial discussions

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.

Assessment and Grading (as applicable)


Eg: Mid-‐Semester Test/Interim Assessment 50%
Final Exam 50%

Reading List/Required Text

1. E Ferran and LC Ho, Principles of Corporate Finance Law (2014)

2. L. Gullifer and J. Payne, Corporate Finance Law, Principles and Policy (2015)

3. D. Kershaw, Company Law in Context: Text and Materials (2012)

4. R. Veil, European Capital Markets Law (2013)

5. S. Grundmann, European Company Law (2012)

Other Information:
COURSE DELIVERY
SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 Overview of Financing Options 1. Brealey, R. A., Myers, S. C., &
available to the company Allen, F. (2017). Principles of
corporate finance (14th ed.).
a. Introduction to corporate financing
McGraw-Hill Education.
b. Options for financing companies
2. Copeland, T. E., Koller, T., &
Murrin, J. (2000). Valuation:
Measuring and managing the
value of companies (4th ed.).
John Wiley & Sons.
3. Diamond, D. W. (1991). Debt
maturity structure and the
maturity structure of interest
rates. Journal of Financial
Economics, 31(2), 151-
160. https://doi.org/10.1016/0304-
405X(91)90020-L
4. Lev, B. (1998). Financial
management and analysis (2nd
ed.). Prentice Hall.
5. Modigliani, F., & Miller, M. H.
(1958). The cost of capital,
corporation finance and the
theory of investment. American
Economic Review, 48(3), 261-
297.
6. Myers, S. C. (1977).
Determinants of corporate
borrowing. Journal of Financial
Economics, 5(2), 147- 175.
https://doi.org/10.1016/0304-
405X(77)90015-0
7. Pandey, I. M. (2010). Financial
management (9th ed.). Vikas
Publishing House.
8. Ross, S. A., Westerfield, R. W., &
Jordan, B. D. (2002). Corporate
finance (8th ed.). McGraw-Hill
Education.
WEEK 2 Capital Structures: Equity and Debt 1. Brealey, R. A., Myers, S. C., &
Allen, F. (2017). Principles of
corporate finance (14th ed.).
McGraw-Hill Education.

2. Copeland, T. E., Koller, T., &


Murrin, J. (2000). Valuation:
Measuring and managing the
value of companies (4th ed.).
John Wiley & Sons.

3. Diamond, D. W. (1991). Debt


maturity structure and the
maturity structure of interest
rates. Journal of Financial
Economics, 31(2), 151-
160. https://doi.org/10.1016/0304-
405X(91)90020-L

4. Graham, J. R., & Harvey, C. R.


(2001). The theory and practice
of corporate finance: Evidence
from the field. Journal of
Financial Economics, 60(2-3),
187-243.
https://doi.org/10.1016/S0304-
405X(01)00044-2

5. Hamada, R. S. (1972). The effect


of the firm's capital structure on
the systematic risk of common
stocks. Journal of Finance, 27(2),
435-452.
https://doi.org/10.1111/j.1540-
6261.1972.tb01767.x

6. Jensen, M. C. (1986). Agency


costs of free cash flow, corporate
finance, and takeovers. American
Economic Review, 76(2), 323-
329.

7. Lev, B. (1998). Financial


management and analysis (2nd
ed.). Prentice Hall.

8. Modigliani, F., & Miller, M. H.


(1958). The cost of capital,
corporation finance and the
theory of investment. American
Economic Review, 48(3), 261-
297.
9. Myers, S. C. (1977).
Determinants of corporate
borrowing. Journal of Financial
Economics, 5(2), 147- 175.
https://doi.org/10.1016/0304-
405X(77)90015-0

10. Pandey, I. M. (2010). Financial


management (9th ed.). Vikas
Publishing House.

11. Ross, S. A., Westerfield, R. W., &


Jordan, B. D. (2002). Corporate
finance (8th ed.). McGraw-Hill
Education.

12. Titman, S., & Martin, J. D.


(2015). Valuation (4th ed.).
Pearson.
WEEK 3 Identifying and protecting shareholder References
rights 1. E Ferran and LC Ho, Principles of
Corporate Finance Law (2014)

2. Enriques, L., & Macey, J. R. (2000).


Creditors versus capital formation:
the case against the European legal
capital rules. Cornell L. Rev., 86,
1165.

3. Schön, W. (2004). The future of legal


capital. European Business
Organization Law Review
(EBOR), 5(3), 429-448.

4. L. Gullifer and J. Payne, Corporate


Finance Law, Principles and
Policy (2015)

5. D. Kershaw, Company Law in


Context: Text and Materials
(2012)

6. Bebchuk, L. A. (1999). The power


of shareholder voting. Journal of
Financial Economics, 53(2), 325-
349.
https://doi.org/10.1016/S0304-
405X(99)00027-4

7. Bebchuk, L. A., & Roe, M. J. (1999).


A theory of path dependence in
corporate governance and
ownership. Stanford Law Review,
52(2), 127-170.

8. Belkaoui, A. (2000). The


accountability of corporations: A
comparative analysis of the role of
shareholders and stakeholders.
Journal of Accounting, Auditing
& Finance, 15(1), 79-91.
https://doi.org/10.1177/0148558
X0001500105

9. Blair, M. M. (1995). Ownership


and control: Reregulating the
British corporate governance. The
Brookings Institution, 5-40.

WEEK 4 Shares and securities holding system References


a. The legal nature of shares and 1. Becht, M., & Sirri, E. R. (1998).
securities Investor protection, ownership
structure and the allocation of
b. Forms of holding securities: control rights. The Journal of
certificated securities and Finance, 53(3), 1051-1075.
uncertificated securities; https://doi.org/10.1111/0022-
1082.00054
c. Analysis of unauthorised transfers of
securities in certificated and 2. Green, R. K., & Stuart, I. (2000).
uncertificated securities regimes The role of intermediaries in the
evolution of stock markets.
d. Intermediated securities: nature and
Journal of Financial
implications Intermediation, 9(1), 77-97.
e. Proposed reforms for securities
https://doi.org/10.1006/jfin.199
9.0261
holding systems
3. Hu, Y., & Huang, J. Z. (2010). The
evolution of securities holding
systems in the United States and
China. The Journal of Law and
Economics, 53(1), 177-204.
https://doi.org/10.1086/649549

4. Holmstrom, B. (1999).
Managerial incentive problems: A
dynamic perspective. Review of
Economic Studies, 66(1), 169-
182.
https://doi.org/10.1111/1467-
937X.00056

5. Merton, R. C. (1987). A simple


model of capital market
equilibrium with incomplete
information. Journal of Finance,
42(3), 483-
510.
https://doi.org/10.1111/j.1540-
6261.1987.tb04177.x

6. Milgrom, P., & Roberts, J.


(1992). Economics, organizations,
and management. Prentice Hall.

7. Pagano, M. (1993). Securities


markets and the financing of
firms. Oxford Review of
Economic Policy, 9(2), 25-43.
https://doi.org/10.1093/oxrep/9
.2.25

8. Rock, K. (1986). Why new


issues are
underpriced. Journal of
Financial Economics, 15(1), 187-
212. https://doi.org/10.1016/0304-
405X(86)90017-7

9. Scholes, M. S. (1972). The


market for securities: Substitute
for direct finance. Journal of
Financial Economics, 1(2), 305-
325.
https://doi.org/10.1016/0304-
405X(72)90010-3
10. Shleifer, A. (2000).
Inefficient markets:
An introduction to
behavioral finance. Oxford
University Press.

11. Stulz, R. M. (1998). International


portfolio flows and security
markets. Journal of Financial
Economics, 50(1), 5-50.
https://doi.org/10.1016/S0304-
405X(98)00021-7

12. Tirole, J. (2000). Incomplete


contracts and renegotiation.
Econometrica, 68(3), 741-
781.
https://doi.org/10.1111/1468-
0262.00102

WEEK 5 Creditor Protection 1. Bebchuk, L. A., & Roe, M. J.


(1999). A theory of path
a. Contractual protections for creditors dependence in corporate
governance and ownership.
b. Security – meaning, significance,
Stanford Law Review, 52(2), 127-
classification
170.
c. Perfection of security interests – 2. Boot, A. W. A., & Thakor, A.
meaning, requirements in Ghana V. (2000). The theory of
financial intermediation.
d. Quasi-security – meaning, Journal of Financial
significance Economics, 58(1-2), 1-22.
https://doi.org/10.1016/S0304-
e. Introduction to financial collateral
405X(00)00056-4
and close-out netting
3. Green, R. C., & Hollinger, G.
(2003). An examination
of corporate financial
performance in the aftermath of
major financial distress. Journal
of Business, 76(4), 517-540.
https://doi.org/10.1086/345399
4. Gertner, R., & Scharfstein, D.
S. (1991). A theory of workouts
and the effects of reorganization
law. Journal of Finance, 46(1),
11-31.
https://doi.org/10.1111/j.1540-
6261.1991.tb03751.x
5. Herring, R. J., & Li, K. C.
(1998). Bankruptcy and the
corporate
structure of multinational firms.
Journal of International
Economics, 44(1), 1-
22.
https://doi.org/10.1016/S0022-
1996(97)00045-0
6. Huizinga, H., & Laeven, L.
(2004). Corporate debt structure
and the risk of financial distress:
Evidence from Europe. Journal of
Financial Intermediation, 13(3),
447-471.
https://doi.org/10.1016/j.jfi.2004
.02.003
7. Lang, L. H. P., & Stulz, R. M.
(1994). Tobin's q, corporate
diversification, and firm
performance. Journal of Political
Economy, 102(6), 1248-1280.
https://doi.org/10.1086/261951
8. Leland, H. E. (1994). Corporate
debt value, bond covenants, and
optimal capital structure. Journal
of Finance, 49(4), 1213-1252.
https://doi.org/10.1111/j.1540-
6261.1994.tb05007.x
9. Loughran, T., & Vijh, A. M.
(1997). Do long-term bonds have
information content for future
stock returns? Journal of Finance,
52(5), 1763-
1789.
https://doi.org/10.1111/j.1540-
6261.1997.tb02744.x
10. La Porta, R., Lopez-de-Silanes,
F., & Shleifer, A. (2000). Investor
protection and corporate
governance. Journal of Financial
Economics, 58(1-2), 3-27.
https://doi.org/10.1016/S0304-
405X(00)00056-4
11. Shleifer, A., & Vishny, R. W.
(1997). A survey of corporate
governance. Journal of Finance,
52(2), 737-
783.
https://doi.org/10.1111/j.1540-
6261.1997.tb02713.x
WEEK 6 Legal Capital and alternatives Reference
1. Bebchuk, L. A., & Roe, M. J.
(1999). A theory of path
dependence in corporate
governance and ownership.
Stanford Law Review, 52(2), 127-
170.

2. Black, B. S. (2010). The legal


origins of contemporary corporate
governance: A comparative
institutional analysis of the US
and Germany. European Journal
of Law and Economics, 29(2),
121- 134.

3. Dhami, S. (2005). On the


economics of legal capital.
Journal of Corporate Finance,
11(2), 305- 328.

4. Fazio, D., & Himmelberg, C. P.


(2003). The evolution of legal
capital requirements: Theory and
evidence. Journal of Financial
Economics, 68(3), 513-548.

5. Hart, O. (1995). Firms, Contracts,


and Financial Structure. Oxford
University Press.

6. Hansmann, H., & Kraakman, R.


(2000). The end of history for
corporate law. Georgetown Law
Journal, 89, 439-468.

7. Johnson, S., La Porta, R., Lopez-


de-Silanes, F., & Shleifer, A.
(2000). Tunneling. American
Economic Review, 90(2), 22-27.

8. Kraakman, R., & Stout, L. A.


(1999). The anatomy of corporate
law: A comparative and
functional approach. Oxford
University Press.

9. La Porta, R., Lopez-de-Silanes,


F., & Shleifer, A. (2000).
Investor
protection and corporate
governance. Journal of Financial
Economics, 58(1-2), 3-27.

10. Roe, M. J. (1994). Strong


Managers, Weak Owners: The
Political Roots of American
Corporate Finance. Princeton
University Press.

11. Roe, M. J. (2004). Political


determinants of corporate
governance. Oxford Review of
Economic Policy, 20(2), 205-225.

12. Röhl, K. (2008). Legal capital


rules and corporate governance.
European Journal of Law and
Economics, 26(3), 361-378.

Tirole, J. (2001). Corporate governance.


Econometrica, 69(1), 1-35
WEEK 7 Dividends Reference
1. Black, F., & Scholes, M. (1973).
The pricing of options and
corporate liabilities. Journal of
Political Economy, 81(3), 637-
659.
https://doi.org/10.1086/260062

2. Bodie, Z., & Merton, R. C.


(1977). On the optimality of
borrowing constraints. Journal of
Financial Economics, 5(2), 167-
181.
https://doi.org/10.1016/0304-
405X(77)90010-3

3. De Angelo, H., & De Angelo, L.


(1981). Optimal dividends with
bankruptcy risk. Journal of
Financial Economics, 9(4), 383-
409.
https://doi.org/10.1016/0304-
405X(81)90013-2

4. Gordon, M. J. (1956). The


investment, financing, and
valuation of the corporation.
Irwin.

5. Lintner, J. (1956). Distribution of


incomes of corporations among
dividends, retained earnings, and
taxes. American Economic
Review, 46(2), 97-113.

6. Modigliani, F., & Miller, M. H.


(1958). The cost of capital,
corporation finance and the
theory of investment. American
Economic Review, 48(3), 261-
297.

7. Miller, M. H. (1961). Dividend


policy, growth, and the valuation
of shares. Journal of Business,
34(4), 411-
433.
https://doi.org/10.1086/294442

8. Miller, M. H., & Modigliani, F.


(1961). Dividend policy,
growth, and the valuation of
shares: A reply. Journal of
Business, 34(4), 454-456.
https://doi.org/10.1086/294452

9. Myers, S. C. (1984). The capital


structure puzzle. Journal of
Finance, 39(3), 575-592.
https://doi.org/10.1111/j.1540-
6261.1984.tb04079.x

10. Ross, S. A. (1977). The


determination of financial
structure: The incentive-signaling
approach. Bell Journal of
Economics, 8(1), 23-
40.
https://doi.org/10.2307/3003160

11. Miller, M. H. (1977). Debt and


taxes. Journal of Finance, 32(2),
261-275.
https://doi.org/10.1111/j.1540-
6261.1977.tb02565.x

12. Miller, M. H., & Rock, K.


(1985). Dividend
policy under
asymmetric information. Journal
of Finance, 40(4), 1031-
1051.
https://doi.org/10.1111/j.1540-
6261.1985.tb05004.x

WEEK 8 Reduction of capital and share buy-backs 1. Ansolabehere, R. (1986).


Reducing capital and share
buy-backs: A law and
economics analysis. Journal of
Law, Economics, and
Organization, 2(1), 137-157.

2. Armstrong, C., & Faull, J.


(2000). Reduction of capital
and share buy-backs. Oxford
University Press.

3. Black, B. S. (2010). The legal


origins of contemporary
corporate governance: A
comparative institutional
analysis of the US and
Germany. European Journal
of Law and Economics, 29(2),
121-134.

4. Deli, Y. (2005). An analysis of


share buybacks in the UK.
Journal of Applied
Accounting Research, 6(1), 67-
87.
https://doi.org/10.1108/0956
7230510597832

5. Eckbo, B. E. (2000). Corporate


finance and corporate
governance. Journal of
Financial Economics, 57(2),
185-214.
https://doi.org/10.1016/S03
04-405X(00)00058-1

6. Fazio, D., & Himmelberg, C. P.


(2003). The evolution of legal
capital requirements: Theory
and evidence. Journal of
Financial Economics,
68(3),
513-548.
https://doi.org/10.1016/S03
04-405X(03)00073-2

7. Hansmann, H., & Kraakman,


R. (2000). The end of history
for corporate law.
Georgetown Law Journal, 89,
439-468.

8. Hart, O. (1995). Firms,


Contracts, and Financial
Structure. Oxford University
Press.

9. Johnson, S., La Porta, R.,


Lopez-de-Silanes, F., &
Shleifer, A. (2000).
Tunneling. American
Economic Review, 90(2), 22-
27.

10. La Porta, R., Lopez-de-


Silanes, F., & Shleifer, A.
(2000). Investor protection
and corporate governance.
Journal of Financial
Economics, 58(1- 2), 3-
27.
https://doi.org/10.1016/S03
04-405X(00)00056-4

11. Ljungqvist, A., & Wilhelm, W.


J. (2003). The maturity of
U.S. corporate debt and its
implications for financial
markets. Journal of Financial
Economics, 68(2), 283-314.
https://doi.org/10.1016/S03
04-405X(03)00061-9

12. Röhl, K. (2008). Legal capital


rules and corporate
governance. European Journal
of Law and Economics, 26(3),
361-378.

13. Tirole, J. (2001). Corporate


governance. Econometrica,
69(1), 1-35.
https://doi.org/10.1111/1468
-0262.00138

14. Wei, K., & Wu, Y. (2005).


Corporate governance,
shareholder rights, and
buyback premium. Journal of
Banking & Finance, 29(7),
1757-1780.
https://doi.org/10.1016/j.jba
nkfin.2004.06.014

WEEK 9 Takeovers and Schemes of Arrangement 1. Baums, T., & Schmitz, P. W.


(2011). The law and economics of
hostile takeovers: An overview.
International Review of Law and
Economics, 31(3), 192-202.
https://doi.org/10.1016/j.irle.20
11.06.002

2. Black, B. S. (2010). The legal


origins of contemporary corporate
governance: A comparative
institutional analysis of the US
and Germany. European Journal
of Law and Economics, 29(2), 121-
134.

3. Cheffins, B. R. (1997). Corporate


ownership and control: British
business transformed. Oxford
University Press.

4. Claessens, S., & Dubey, M. (2002).


The economics of corporate
governance: An overview. In
Handbook of Corporate Finance:
Empirical Corporate Finance (pp.
3-56). Elsevier.
https://doi.org/10.1016/S1570-
6571(02)80003-0

5. Cremers, K. J. M., & Petajisto, A.


(2009). How active is your fund
manager? A new measure that
predicts performance. Review of
Financial Studies, 22(9), 3329-
3365.
https://doi.org/10.1093/rfs/hhp 037

6. Gilson, R. J. (1990). Takeovers,


defenses, and the market for
corporate control. Journal of
Financial Economics, 27(2), 143-
181. https://doi.org/10.1016/0304-
405X(90)90057-Q

7. Hansmann, H., & Kraakman, R.


(2000). The end of history for
corporate law. Georgetown Law
Journal, 89, 439-468.

8. Kim, K. A. (2006). The debate


over shareholder empowerment:
An overview. Corporate
Governance: An International
Review, 14(3), 214-231.
https://doi.org/10.1111/j.1467-
8683.2006.00450.x

9. Roe, M. J. (1994). Strong


Managers, Weak Owners: The
Political Roots of American
Corporate Finance. Princeton
University Press.

10. Scott, J. (2011). The corporate


governance practices of
successful firms: A cross-country
analysis. Journalof
Management & Governance,
15(4), 551-575.
https://doi.org/10.1007/s10997-
011-9162-x

11. Shleifer, A., & Vishny, R. W.


(1997). A survey of corporate
governance. Journal of Finance,
52(2), 737-
783.
https://doi.org/10.1111/j.1540-
6261.1997.tb05296.x

12. Tirole, J. (2001). Corporate


governance. Econometrica,
69(1), 1-35.
https://doi.org/10.1111/1468-
0262.00138
UNIVERSITY OF GHANA
(All rights reserved)

SCHOOL OF LAW
SEMESTER 2021/2022
ACADEMIC YEAR
COURSE SYLLABUS

CORPORATE BUSINESS TRANSACTIONS


3 Credits

Lecture Period(s) and Venue:

Course Instructor(s)

 Mr. Courage A. Asabagna


 Second Floor - UGSoL
 caasabagna@ug.edu.gh

Introduction/Subject or Course Overview:


This module, Corporate Business Transactions provides an understanding of the essential elements,
issues of some legal principles and considerations relating to corporate business transactions

Course Objective/Goals:

Learning Outcomes
At the end of the course, students should be able to:

Course Delivery (optional):


The course will be delivered by lectures and small group discussions.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate
sanctions, as stipulated in the Plagiarism Policy, will be applied when students are found to have
violated the Plagiarism policy. The policy is available at http://www.ug.edu.gh/aqau/policies-‐
guidelines. ALL students are expected to familiarize themselves with the contents of the Policy.
Assessment and Grading (as applicable)
Eg: Mid-‐Semester Test/Interim Assessment 50%
Final Exam 50%

Grading Scale:
Refer to graduate Handbook.

Reading List /Required Text

Other Information:
COURSE DELIVERY SCHEDULE
SEMESTER 1
TOPICS READINGS
WEEK 1 Buying and Selling a Small Business: References
Issues to consider:

b) Pre-contract
* Business Review
* Accounting Review
* Legal review

b) Business Value
* Business Validation
WEEK 2 Business Ethics and Corporate References
Compliance:

WEEK 3 Legal Due Diligence References


 Introduction
 What is legal due diligence?
 Why do we conduct legal due
diligence?
 Legal due diligence process
 Scope of legal due diligence
 Due diligence report
WEEK 4 M&A Transactions
a) Introduction – Understanding key
terms:
 Merger
 Acquisition

b) Key areas of the transaction


 Pre-contract period
 Key legal documentation of the
transaction
 Signing and completion of the
transaction
 Other considerations (tax, anti-
trust, employment.

c) Common Structure
 One-step merger
 Two-step merger

d) Preparing for the


transaction: Representing the Seller:
i. Conduct a thorough EOTB
Analysis
ii. Develop a Team: Factors to
consider in developing the team
iii. The Action Plan
iv. The Target List
v. The Legal Audit
vi. Prepare the offering Memorandum

e) Preparing for the


transaction: Representing the buyer:
i. Develop the team
ii. Develop the acquisition plan
iii. Letter of intent:
 Proposed terms
 Binding and non-
binding terms
iv. Prepare the work schedule
v. Due diligence:
 Corporate matters
 Financial matters
 Management and
employment matters
 Litigation and claims
WEEK 5 Advanced Drafting for Corporate Reference
and Commercial Transactions:
a) Contract concepts:
 Contract outline
 Drafting considerations
 Drafting guideline
 Drafting process and style
 Transaction chart
b) Transaction Structure
 Conditioning Acquisition and
Debt Agreements
 Types of Credit Agreements
 Commitment letters, Fee Letters
and Term Sheets
 The loan syndication process
c) Ancillary transaction documents
 Guarantee of agreements
 Inter creditor agreement
 Pledge and security agreements
d) Closing of transactions
 Mechanics of closing
the transactions
 Finalizing documents
 Closing checklist
 Payoff letters
WEEK 6 Regulatory considerations
a) Introduction
 General regulatory issues
 Industry specific regulatory issues
b) Considerations
 Environmental laws
 Anti-trust laws
 Labour and employment laws

WEEK 7 Structuring the transaction


a) Introduction
 Value
 Return
 Risk
b) Basic structures
 Asset purchase
 Stock purchase
 Mergers
c) Key factors that affect the
structure of the transaction
d) Stock purchase
LLM/MA SPECIAL PAPERS
A Special Paper in the School of Law is a research paper that essentially seeks to critically
evaluate or assess knowledge in a given academic field.

All Master of Arts (MA) students are required to write a Special Paper. Master of Laws
(LLM) students may write either a Special Paper or a dissertation.

Every student must write one (1) Special Paper, which must be passed in order to qualify for
the award of a degree.

The questions for the Special Papers may either be set by lecturers or determined by the
students. Kindly ask your course coordinator for the rules governing your course. Where the
questions are set by the lecturer, students will receive the questions by the end of the third
week of the semester.

Special Papers are not supervised; students are required to work independently. The Special
Paper carries six (6) credits.

Students need not write their names on their Special Papers. Students must write their index
numbers on their papers.

The length of the Special Paper should be ten thousand (10,000) words. Students will not be
penalized for papers which exceed or fall short of the imposed word limit by up to 15%. The
word limit excludes footnotes, figures, tables, photographs, and appendices.

Yes, a Special Paper should have an abstract. The referencing style for Special Papers is the
Oxford University Standard for the Citation of Legal Authorities (OSCOLA).

The font size should be a 12-point font in Times New Roman, with 1-inch margins on all
sides. Your paper should be 1.5-spaced. The footnotes should be single-spaced.

A Special Paper should have an introduction and a conclusion. The introduction should state
the arguments that the student seeks to make in the paper or what the paper seeks to achieve.
For example:

In this paper, I argue that the right of migrant street children to education is not adequately
protected because the enforcement methods and mechanisms which exist for the protection of
this right are weak and ineffective.

The introduction should also include a roadmap, explaining how the students intend to
achieve the aim of the paper. For example:

I will first discuss the legal framework for the protection of the rights of migrant children in
Ghana. This will be followed by an examination of the extent to which the mechanisms for the
implementation of the laws are effective. Lastly, the study will analyse interviews held with
policymakers and representatives of stakeholder agencies.

Special Papers should include footnotes. No Special Papers should be written without
footnotes. Footnotes must be numbered consecutively throughout the paper. Do NOT use
endnotes. No, the Special Papers should not include in-text citations. The in-text citation style
uses the author's last name and the year of publication in the text. For Example:

Plagiarism refers to the inappropriate or unethical use of intellectual property. (Mensah,


2023). It is important that you acknowledge the sources of data, research and ideas on which
you have drawn by including references to, and the full details of, these sources in your work.
(Bloch, 2011).

a) Turning in someone else's work as your own.

b) Directly quoting another person's actual words.

c) Using another person's ideas, opinions, or theories.

d) Paraphrasing the words, ideas, opinions, or theories of others in a


way that relies too heavily on their language or syntax.

e) Borrowing facts, statistics, or illustrative material without


acknowledgement.
f) Offering materials assembled or collected by others, without
acknowledgement.

g) Falsely creating a citation that does not exist.

Plagiarism is an offence. Plagiarism is “to represent, without acknowledgement of its


authorship by another, an expression of an idea or work of another in any academic
examination or term test or in connection with any other form of work attributed to an
individual, such as a publication, invention or creative work.” (UG Plagiarism Policy)

In other words, plagiarism is presenting others’ work without adequate acknowledgement of


its source, as though it were one’s own. Plagiarism is a form of fraud and has serious
consequences in the University of Ghana.

You are required to study the “PLAGIARISM POLICY (2016)” of the University of Ghana
and the “GUIDELINES FOR USING THE TURNITIN SOFTWARE TO DETERMINE
PLAGIARISM IN UNIVERSITY OF GHANA (2016).”
Note that ALL of the following are considered forms of plagiarism:
LLM DISSERTATION

A dissertation in the University of Ghana School of Law is a twenty thousand (20,000) word
independent research paper that thoroughly investigates a particular topic under the guidance
of a faculty supervisor. Among other tasks, a dissertation may:

a) Replicate an existing study in a different setting.

b) Extend a previous study.

c) Develop or test out a methodology or method.

d) Apply a theoretical idea to a real-world problem.

A Master of Laws (LLM) student may write either a dissertation or a Special Paper. A Master
of Arts (MA) student cannot write a dissertation. Students must choose their own dissertation
topics in consultation with their supervisors.

After the title of the dissertation or thesis has been approved, it may not be changed except
with the written permission of the Board of Graduate Studies on the recommendation of the
Department and the appropriate School Management Committee. (Para 3.33.1. of the
University of Ghana Masters Handbook.)

A dissertation carries twelve (12) credits. The length of a dissertation should be twenty-
thousand words (20,000) words. The word limit excludes the reference list, figures, tables,
photographs, and appendices. Yes, the dissertation must have an abstract. It should not be
longer than two pages (double-spaced).

Yes, the dissertation must have an abstract. It should not be longer than two pages (double-
spaced). The referencing style for dissertations is the Oxford University Standard for the
Citation of Legal Authorities (OSCOLA).

A Dissertation should have a section titled Literature review. The purpose of the literature
review is to critically review the research related to a student’s topic by identifying gaps in
current knowledge; by showing limitations of theories and points of view; and then by
formulating areas for further research. A literature review is not a summary of prior research.
A literature review:

a) Surveys the literature in your chosen area of study.

b) Synthesises the information in that literature into a summary.

c) Critically analyses the information gathered by identifying gaps, showing


limitations, and reviewing areas of controversy.
d) Presents the literature in an organised manner.

A dissertation should include footnotes. No dissertation should be written without footnotes.


Footnotes must be numbered consecutively throughout the paper. Do NOT use endnotes.
No, the dissertation should not include in-text citations. The in-text citation style uses the
author's last name and the year of publication in the text. For Example:

Plagiarism refers to the inappropriate or unethical use of intellectual property. (Mensah,


2023). It is important that you acknowledge the sources of data, research and ideas on which
you have drawn by including references to, and the full details of, these sources in your work.
(Bloch, 2011).

A dissertation should include a reference list. All references in the reference list must have
been cited in the paper. In other words, include a reference list and not a bibliography, which
includes reading material not actually cited in the paper.

h) turning in someone else's work as your own.

i) Directly quoting another person's actual words

j) Using another person's ideas, opinions, or theories.

k) Paraphrasing the words, ideas, opinions, or theories of others in a


way that relies too heavily on their language or syntax.

l) Borrowing facts, statistics, or illustrative material without


acknowledgement.
m) Offering materials assembled or collected by others, without
acknowledgement.
n) Falsely creating a citation that doesn't exist.

Plagiarism is an offence. Plagiarism is “to represent, without acknowledgement of its


authorship by another, an expression of an idea or work of another in any academic
examination or term test or in connection with any other form of work attributed to an
individual, such as a publication, invention or creative work.” (UG Plagiarism Policy)
In other words, plagiarism is presenting others’ work without adequate acknowledgement of
its source, as though it were one’s own. Plagiarism is a form of fraud and has serious
consequences in the University of Ghana.

You are required to study the “PLAGIARISM POLICY (2016)” of the University of Ghana
and the “GUIDELINES FOR USING THE TURNITIN SOFTWARE TO DETERMINE
PLAGIARISM IN UNIVERSITY OF GHANA (2016).” Note that ALL of the following are
considered forms of plagiarism:
GRADING SYSTEM FOR COURSE WORK

Grade Numerical Marks (%) Interpretation Grade Point


A 80 - 100 Excellent 4.00
B+ 70 – 79 Very Good 3.50
B 60 - 69 Good 3.00
C 50 - 59 Pass 2.00
D 30 - 49 Fail 1.50
F 0 - 29 Fail 1.00
Z - Disqualification -
I - Incomplete with justification -
Y - Continuing -
X - Incomplete without justification -

Grade Point (GP): Each Grade shall be assigned equivalent grade point as indicated above.
The number of (grade) points earned by a student for each course completed is computed as
the product of the number of credits for the course and the grade point equivalent of the grade
obtained in that course.

Cumulative Grade Point Average (CGPA): The student’s cumulative grade point average
shall be calculated by dividing the total number of grade points obtained, up to any specified
time, by the total number of credits for all courses for which the student has registered up to
that time.

Final Grade Point Average (FGPA): The FGPA shall be the CGPA for all courses under
consideration calculated up to the end of a student’s academic programme.

DEFINITION OF GRADES
Pass Grades: Grades A, B+, B, and C constitute Pass grades.

Failure Grades: Grades D, F, X, Z constitute Failure grades.

Continuing: A grade Y (for Continuing) shall be awarded at the end of a semester to any
student who is taking a course that continues into the next semester.

Non-Completion of Course: i. A grade I (for Incomplete) shall be awarded to a student who


is unable to complete a course for reasons adjudged by the Board of Graduate Studies as
acceptable. Such a student shall be expected to complete the course the very next time the
course is available. ii. A grade X shall be awarded to a student who is unable to complete a
course for reasons adjudged by the Board of Graduate Studies as unacceptable.

Disqualification: i. A grade Z denotes disqualification from an examination as a result of an


examination malpractice or offence, and shall be awarded whenever it is established that a
candidate had attempted to gain an unfair advantage in an examination. ii. A candidate
awarded a grade Z may be barred from taking a University Examination for a stated period,
or indefinitely, or may be expelled from the University. iii. A grade Z may be awarded only
by the Board of Graduate Studies.
Where applicable, candidates shall have up to 3 weeks (21 days) from the commencement of
the semester within which to ADD or DROP courses.
After 21 days of the semester, departments shall publish for verification by students, lists of
registered candidates for the courses offered by the department. The lists of registered
candidates shall be forwarded to the Academic Affairs Directorate before the end of the sixth
week of the semester. The lists shall be deemed as constituting final registration for end-of-
semester examination. This means that by the end of the sixth week, students whose names
do not appear in any course list shall not be allowed into the end-semester examination for
that particular course. Similarly, students who are duly registered for a course but who fail to
take the end-of-semester examination for that course shall be deemed to have absented
themselves from the examination of that particular course, for which grade X shall be
awarded.

STUDENT IN GOOD STANDING: A student in good standing shall be one who would
have passed a minimum of 24 graduate level credits at the end of the second semester or Part
I examinations and has obtained a Final GPA of 2.50 or better.
Where a student does not pass the required minimum of 24 graduate level credits as stated
above, he/she shall be deemed not to be in good standing and shall be asked to withdraw.
Notwithstanding the provision in above, candidates who fail to make the Final Grade Point
Average of 2.50 or better at the end of their graduate course work would be deemed to have
failed even if they have passed the required minimum of 24 graduate level credits. Such
candidate(s) shall be asked to withdraw.
If a candidate obtains the minimum number of 24 credits required at the end of the Part I
examinations, but fails in more than two core courses, the candidate shall be withdrawn.

RE-TAKING COURSE WORK: MA and equivalent programmes For all 12 – 18 months


graduate programmes, a candidate may be permitted to re-take failed courses at the next
regular opportunity. A candidate who fails a second-semester course may submit his/her
dissertation and apply to re-take the failed course during the second semester of the next
academic year.

Grading System for Dissertation/Thesis/Long Essay/Project Work

Grade Numerical Mark (%) Interpretation


A 80 – 100 Excellent
B+ 70 - 79 Very Good
B 60 - 69 Good
C 50 - 59 Referred
F 0 – 49 Fail

A candidate who is scored grade “A” by all examiners, including the oral examination, shall
be awarded Distinction in the thesis or dissertation.

A separate report, duly signed, shall be submitted by each Examiner to the Board of Graduate
Studies in respect of a dissertation or thesis submitted.

The Examiners’ reports on a dissertation or thesis shall indicate as comprehensively as


possible whether or not the candidate demonstrates a good general knowledge of a particular
field of learning within which the subject of his/her dissertation or thesis falls; whether or
not the
presentation of the candidate’s material is satisfactory; and whether or not the dissertation or
thesis meets the requirements of the degree for which it is submitted.

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