Financial Instruments Law


The main objective of this Course is to provide students with basic scientific legal knowledge with regard to financial instruments and capital markets¿ laws and regulations (in particular, Union Law). At the end of this Course, students should be ¿comfortable¿ with complex legal terminology of these subjects and they should have sufficient knowledge to understand the functioning of capital markets and the execution of market operations such as IPOs, takeovers, bond issuances, conclusion of derivative contracts (inter alia). In addition, students should have basic solid grounds to work in this field in several types of entities: supervisory authorities, issuers, capital market¿s departments of law firms, financial intermediaries, management bodies of market operators and others.

General characterization





Responsible teacher

Miguel de Azevedo Moura


Weekly - 2

Total - 24

Teaching language



Not Applicable


GLEN ARNOLD, Financial Markets, FT Guides, 2012 STEPHEN VALDEZ, PHILIP MOLYNEUX, An Introduction to Global Financial Markets, 8th ed., Palgrave, 2016 LUISE GULLIFER, JENNIFER PAYNE, Corporate Finance Law ¿ principles and policies, Oxford, 2011 MATTHIAS HAENTJENS, PIERRE DE GOIA-CARABELLESE, European Banking and Financial Law, Routledge, 2015 MATTHIAS HAENTJENS, PIERRE DE GOIA-CARABELLESE, European Banking and Financial Statutes, Routledge, 2017 NIAMH MOLONEY, EU Securities and Financial Markets Regulation, third edition, Oxford, 2014 KONSTATINOS SERGAKIS, The Law of Capital Markets in the EU: Disclosure and Enforcement, Palgrave, 2018

Teaching method

Classes will be taught on a theorical and practial basis. Students are always invited to participate actively in the discussions.



Evaluation method

All students are required to attend to a Final Written Exam (FWE) At their own discretion, students may write an essay Optional Written Essay (OWE). The Professor shall consent on the subject of the OWE. Pursuant to MDMF Regulation and other applicable regulations, the Final Mark (FM) shall correspond to the mark of the FWE. OWEs mark shall not affect FM if it is lower than FWEs mark. However, if OWEs mark is higher than FWEs then it will be weighted for the purpose of determining FM in accordance with the following ratio: 60(FWE)/40(OWE). In any case, FM may only be increased up to a maximum of 2 values (out of 20). In exceptional cases, oral presentations may also be allowed (subject to mutual agreement between students and the Professor)

Subject matter

1. INTRODUCTION 1.1. History Background and the (latest) Financial Crisis 1.2. Financial Instruments Law and Financial Law interaction with Banking Law and Insurance Law 1.3. European legal framework 1.4. First approach to markets and market players 2. FINANCIAL INSTRUMENTS 2.1. Legal concept, elements, characteristics and applications 2.2. Securities (i) Equity and equity-based instruments (shares, participation units in collective investment undertakings, transferable rights, stripping; others) (ii) Debt instruments (bonds; others) 2.3. Securities with derivative nature (i) Convertible bonds (ii) Covered warrants and bonds with warrants (iii) Deposit receipts (iv) Credit-linked notes 2.4. Derivatives (i) Swaps (ii) Options (iii) Futures (iv) Commodities (v) Indexes (vi) Contracts for differences (vii) Credit default swaps (viii) Hybrids and synthetic instruments 2.5. Money-market instruments (i) Treasure bills (ii) Commercial paper (iii) Cash bonds 3. MARKET PLAYERS 3.1. Issuers (study of market transparency rules) 3.2. Investors 3.3. Investment firms, investment services and activities 3.4. Organised trading facilities 3.5. Central Counterparties 3.6. Competent authorities 4. MARKET OPERATIONS 4.1. Initial Public Offers (IPO) 4.2. Takeover bid (TKO)