Legal Aspects of Corporate Finance

C339 Legal Aspects of Corporate Finance Session Four 2014

Assignment Two

You work in the corporate finance department of Global Universal Bank

Plc incorporated in the UK. Your department is engaged in a ‘price

support operation’ on a series of notes issued by a special purchase vehicle

(SPV) set up to purchase a pool of motor finance receivables issued by

Uniglobal Motor Finance Plc a major UK finance company. The support

operation is described as ‘perfectly legitimate’ and‘ market friendly’ and is

described as only being intended to avoid any unnecessary market

volatility in the SPV’s share price or the share price of the originating

finance company.

It is specifically revealed that you are to approach the proprietary trading

division within Global Universal Bank Plc and ask it to purchase a new

forthcoming tranche of SPV notes. However you meet up with a friend of

yours David Stream who works for a London stockbroker and tells you

that there are persistent rumours concerning the possible financial stability

of Uniglobal Motor Finance Plc .

Armed with the information from your friend David you approach your

head of department about the matter but he dismisses the rumours as idle

gossip and nonsense and he says that he is very anxious to ensure a

smooth placement of the new notes by the SPV.

Further another colleague in your department tells you that he has heard

rumours that the proprietary dealing desk maybe under investigation by

the Financial Conduct Authority “FCA” in connection with another

unrelated SPV issue where similar assistance was provided with other precrisis

structured finance deals. Your colleague urges you to ‘watch out’.

You are now so concerned about the matter that you approach your legal

and compliance officer for advice.

(a) Describe the general legal and regulatory issues that could arise in

connection with the proposed transactions.

(b) Identify and discuss the principal offences, penalties and defences

that may apply under the Financial Services and Markets Act 2000

“FSMA” and outline any separate criminal law provisions that

might apply, as well as commenting upon the situation if the

notes issued by the SPV were to be listed on the London Stock

Exchange (LSE).

Explain and illustrate your answer in no more than 2,500 words. This limit

includes tables and captions but excludes footnotes, endnotes, tables of figures and

references. Answers that exceed this limit will result in a loss of marks. Full

details of penalties for late submission, exceeding the word limit and other

information can be found at the end of this assignment.

C339 Legal Aspects of Corporate Finance Session Four 2014

Your assignment should be submitted via the Online Learning Environment to The

Centre for Financial and Management Studies no later than 5th August 2014. Full

instructions are available on the OLE.

Student Assignment Guidelines

The material for this assignment is found in Unit 6 of your Course Manual, together

with the set readings referred to in it.

For a particularly good answer, however, you will find it useful also to do your own

research through the legal databases (eg. Westlaw, LexisNexis) available to you

through the OLE.

N.B. “Discuss” does not merely mean “set out”. You are expected to consider the

advantages and disadvantages of the characteristics that you describe; a good answer

will show evidence of your own thoughts and opinions, not merely a repetition of the

core materials.

Your assignment must be properly referenced. Further information on referencing

(i.e. the Harvard system) is available in the Studying at a Distance textbook by

Talbot and on the Online Learning Environment in the Study Skills area.

Plagiarism

All assignments submitted must be your own work and written in your own words.

Where you have used quoted material, you must make full reference to it. You must

cite all references used throughout your work at the end of your assignment. Advice

on what is classified as plagiarism and the action taken against this can be found in

the University of London Regulations and on the Online Learning Environment in

the Study Skills area.

Submitting Assignments

From Session 1 2014, students are required to submit their assignment in one place

only using TurnItIn. A video tutorial and step-by-step instructions on how to do this

can be found on the Online Learning Environment on your module assignment page.

Please note that the policies surrounding assignment submission have changed.

Please see the information below for the current policy.

IMPORTANT INFORMATION

Late Submission

Assignments submitted after the published deadline will be penalised:

Marks will be deducted at a rate of two marks per working day (ie Mon-Fri, and a maximum

of 10 marks for up to one week after the deadline). Assignments will not be accepted beyond

one week after the deadline, and a mark of zero will be awarded to assignments submitted

beyond one week late. There is no procedure for extensions.

Penalties for late submission of assignments (ie up to one week after the deadline) may be

waived if all the following conditions are met:

• immediate, unexpected or unforeseen difficulties. Such difficulties may include:

illness, bereavement, impact of disability, sudden and severe change in personal

circumstances.

• The impact of such difficulties will be of a significant and unavoidable nature

• The request must be accompanied by relevant documentation (eg. medical

certification)

Word count & Over length Assignments

The specified word count for the assignment includes tables and captions but excludes

footnotes, endnotes, tables of figures, and references.

Over length assignments will be penalised as follows:

Up to and including 10% - 5 marks.

Between 10% & 20% - 10 marks,

Between 20% & 30% - 15 marks.

Over 30%. The assignment will not be marked but will be given a grade of 0.

In the case of assignments that are not essays, alternative but commensurate limits and

penalties will be applied to over-length submissions

Referencing and Citation

Students are expected to use the Harvard system of referencing. Incorrect referencing can

lead to penalties and if a student is found to have plagiarised other work it is an examination

offence. For this reason, all assignments must be submitted to TurnItIn which checks your

work against existing books, journals and other student assignments.

The penalties for plagiarism are set by the University of London. Please see the Study Skills

resources on Referencing and Citation for detailed examples of how to reference correctly to

avoid unnecessary deductions.

Eligibility for examination

Should a student sit an examination without having submitted the required number of

assignments, the examination entry and/or examination result will be declared invalid.